UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10 QSB
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the period from January 1, 1996 to March 31, 1996.
commission file number 24-2472-A
CALDERA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 59-3243555
(State of Incorporation) (IRS Employer ID Number)
444 Seabreeze Avenue, Suite 435, Daytona Beach, Florida 32118
Post Office Box 1632, Daytona Beach, Florida 32115-1632
(Address of principal executive offices and Zip Code)
registrants telephone number, including area code 904-254-2920
former name, former address and former fiscal year, if changed
since last report
indicate by check mark 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,
and (2) has been subject to such filing requirements for the past
90 days.
Yes X No
on march 31, 1996, there were 16,625,000 shares outstanding of
the registrant's common stock, par value $.0025 per share.
Transitional Small Business Disclosure Format (Check one:
Yes No x
SEC 2334 (3/94)
CALDERA CORPORATION
(a development Company)
table of contents Page No.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Balance Sheet as at March 31, 1996 2
and March 31, 1995
Income statement for the three months
ended March 31, 1996 and 1995 3
Cash Flows for the three months
ended March 31, 1996 and 1995 4
Statement of Stockholder's equity for the
year ended December 31, 1995 and the
three months ended March 31, 1996 5
Notes to Financial Statements 6-9
Item 2. Plan of Operation. 9
PART II OTHER INFORMATION 10
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
CALDERA CORPORATION
(a development Company)
BALANCE SHEET
MARCH 31 MARCH 31
1996 1995
ASSETS
CURRENT ASSETS:
Cash $ 24,650 $ 3,173
FIXED ASSETS:
Property & Equipment At Cost
Less Accumulated depreciation of
$1,255 & $387(note 2) 4,046 3,651
OTHER ASSETS:
Mining Leases (notes 4, 5, 6) 6,875 6,875
Advance Deposits 5,215 728
Total Assets $ 40,785 $ 14,427
LIABILITIES & STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Stockholder Payables ( Note 7) $ $ 5,227
Notes Payable Stockholders ( Note 7) 64,821 50,900
Accrued interest on notes 2,235 1,660
Total Current Liabilities 67,056 57,787
OTHER LIABILITIES:
Mining Lease Dispute 41,560
Certificate Replacement 100
Total Other Liabilities 41,660
STOCKHOLDER'S EQUITY
Common stock $.0025 par value
200,000,000 shares authorized
16,625,000 and 16,622,000 shares 41,563 41,556
issued and outstanding (notes 3,4,5,&6)
Additional paid in capital 19,002 16,009
Accumulated deficit (128,496) (101,925)
Total Stockholder's Equity (67,931) (43,360)
Total Liabilities & Stockholder's Equity $ 40,785 $ 14,427
See notes to financial statements
CALDERA CORPORATION
(a development Company)
Statement of Income and Accumulated Deficit
(Unaudited)
For the Three Months
Ended March 31,
1996 1995
$ -0- $ -0-
EXPENSES:
Selling, General & Administrative Expenses 5,102 4,865
Legal and Accounting ( Note 1) 3,435 2,500
Interest ( Note 7) 1,481 1,160
Depreciation (note 2) 261 171
Net (loss) (10,279) (8,696)
(Loss) per share (.001) (.001)
Accumulated (deficit), as of Dec. 31 (118,217) (92,229)
Accumulated (deficit), as of March 31 $(128,496) $(101,539)
See notes to financial statements
CALDERA CORPORATION
(a development Company)
STATEMENT OF CASH FLOWS
(Unaudited)
For the Three Months Ended
March 31
1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (10,279) $ (8,696)
Adjustments to reconcile net income to
net cash used by operating activities:
Depreciation 261 171
Accrued Interest 1,120 1,160
Stockholder payable expenditures (539) (1,433)
Decreased advance deposits (1,435)
( Notes 2 & 7)
________ ________
Net Cash Used by Operating Activities (7,999) (8,798)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of stock to shareholders 1,278
Additional paid in capital by shareholders 10,972
Reduction in Loans from shareholders (1,000) (600)
_______ ________
Net Cash Provided By Financing Activities (1,000) 11,650
NET CHANGE IN CASH AND CASH EQUIVALENTS $ (8,999) $ 2,852
Cash and Cash Equivalents, Beg. of Period 33,649 321
Cash and Cash Equivalents, End of Period $ 24,650 $ 3,173
See notes to financial statements
CALDERA CORPORATION
(a development Company)
STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
FOR THE YEAR ENDED DECEMBER 31, 1995
AND THROUGH MARCH 31, 1996
Common Stock Capital in
______________________ Excess of Accum.
Shares Amount Par Value Deficit
__________ ________ _________ _________
BALANCE
DECEMBER 31, 1994 16,111,000 $40,278 $ 5,037 $(92,229)
Shares exchanged for cash
January 1995 1,000 3 997
February 1995 10,000 25 9,975
March 1995 (note 3) 500,000 1,250 -
Net loss for the period (8,696)
ended March 31, 1995
BALANCE
March 31, 1995 16,622,000 $41,556 $ 16,009 $ (100,925)
Net loss for the period (17,292)
ended December 31, 1995
Shares exchanged for cash
April 1995 2,000 5 1,995
May 1995 1,000 2 998
BALANCE
DECEMBER 31, 1995 16,622,000 $41,563 $ 19,002 $(118,217)
Net loss for the period (10,279)
ended March 31, 1996
BALANCE
March 31, 1996 16,622,000 $41,563 $ 19,002 $ (128,496)
See notes to financial statements
CALDERA CORPORATION
(a development Company)
NOTES TO FINANCIAL STATEMENTS
( Unaudited)
NOTE 1 -GENERAL ACCOUNTING POLICIES
ACCOUNTING FOR GOLD SALES REVENUE - Revenue from the sale of gold
is recognized at the point of sale to the customer. The Company
will also deliver the gold at that time and collect the cash.
Therefore the Company will have no accounts receivable resulting
from the sale of gold.
PROPERTY AND EQUIPMENT - The cost of property and equipment is
depreciated over the estimated useful lives of the related
assets. The estimated useful lives of the office equipment is
five years. Depreciation is computed on a straight-line basis
for financial reporting purposes and on ACRS for income tax
purposes.
MAINTENANCE AND REPAIRS - Maintenance and repairs are charged to
operations when incurred. Improvement and renewals are
capitalized. When property and equipment are sold or otherwise
disposed of, the asset account and related accumulated
depreciation account are relieved, and any gain or loss is
included in operations.
PROVISION FOR TAXES - The Company has not made a profit to date
and is in the development stage with no ascertainable time
table for profitability, if ever, therefore no provisions have
been made for taxes or loss carryover benefit under FAS 109
guidelines.
USE OF ESTIMATES - The preparation of financial statements in
conformity with generally accepted accounting principals
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 these estimates.
NOTE 2 - PROPERTY AND EQUIPMENT
The following is a summary of property and equipment - at cost,
less accumulated depreciation:
Office equipment $5,301
Less: Accumulated depreciation (1,255)
_______
Total $4,046
=======
CALDERA CORPORATION
(a development Company)
NOTES TO FINANCIAL STATEMENTS
( Unaudited)
NOTE 3 - SALE OF STOCK FOR CASH
In January 1995, the Company sold 1,000 shares of authorized
but unissued common stock for $ 1,000 to a private individual.
In February 1995, the Company sold 10,000 shares of authorized
but unissued common stock for $ 10,000 to a private individual.
In March 1995, the Company sold 500,000 shares of authorized
but unissued common stock for $ 1,250 to an officer and
director of the Company.
In April 1995, the Company sold 2,000 shares of authorized
but unissued common stock for $ 2,000 to a director and his
wife.
In May 1995, the Company sold 1,000 shares of authorized
but unissued common stock for $ 1,000 to a private individual.
NOTE 4 - SALES OF STOCK FOR MINING LEASES
The Company exercised two options for mining properties and
leases using 2,750,000 shares of stock to acquire the
properties based on the assumed market price of $1.00 per share
set by the Company in several small stock sales. The market
price of the stock sold was established by the Company at a
price set by the Company arbitrarily. The Company therefore
recorded the transaction at par value.
NOTE 5 - MINING LEASES ACQUISITIONS
In August 1994, the Company acquired options to a group of
mining leases in Chile from a private company. The Company
issued 250,000 shares of common stock estimated to be valued at
$1.00 per share to secure this option. The option grants the
Company the right to prospect and test the property for its
mineral content and includes provisions for future precious
mineral production if the option to purchase the property is
exercised.
CALDERA CORPORATION
(a development Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
If the Company does not obtain sufficient financing the
agreement may be terminated by the private entities involved.
The Company has not yet commenced exploration of these leases.
Management intends to amortize the cost of the leases based
upon initial reserve calculations and the related future
production.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company has also acquired options related to a group of
mining leases in Alaska from a private company that is
controlled by certain officers and directors of the Company.
The Company issued 2,500,000 shares of common stock estimated
to be valued at $1.00 per share to secure this option. The
Company has agreed to accomplish a mining feasibility study
within four years, and to purchase the balance of the leases
if production is feasible. If the Company does not obtain
sufficient financing, complete the said study, and exercise the
option as agreed, the agreements may be terminated by the
private company involved. The Company has not yet commenced
prospecting of these leases due to the mining lease dispute
discussed in note 8. Management intends to amortize the cost
of the leases based upon initial reserve calculations and the
related future production.
NOTE 7 - STOCKHOLDER LOANS AND ADVANCES
At March 31, 1996, and 1995, the Company owed $64,821 and
$50,900 in demand notes at 9% from an affiliated company that
is controlled by certain officers and directors of the Company
and from certain officers and directors of the Company.
In 1995 stockholders also advanced $ 5,227 in office equipment
and company expenses that have been reimbursed.
NOTE 8 - ALASKA MINING LEASE DISPUTE
AU International Inc. was issued 2,500,000 shares of stock for
the option of a group of mining leases it held in Alaska. The
Company then paid the State of Alaska $ 41,560 as mining claim
lease expense. This is an annual rental fee which the State of
Alaska contested as not having been made in a timely manner on
December 21, 1994. Although the state of Alaska accepted the
rental payment the State then determined that the Company had
not filed its annual assessment affidavit correctly.
CALDERA CORPORATION
(a development Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
The State asserted this constituted an abandonment of all of
its claims. Based upon this the State returned the rental
payment of $41,560.00 to the Company on December 4, 1995. This
determination is being contested by the Company by way of an
appeal through the appropriate court in Alaska. An unfavorable
decision could result in the loss of the assets related to
Alaska mining leases.
NOTE 9 - LEGAL PROCEEDINGS
The Company is currently litigating the State of Alaska's
determination that the Company had not filed its annual
assessment affidavit correctly. The State asserted this
constituted an abandonment of all of its claims. This
determination is being contested by the Company by way of an
appeal to the appropriate court in Alaska. An unfavorable
decision could result in the loss of the assets related to
Alaska mining leases.
Although not currently in litigation; management believes that
the current owners of the Beluga Mining Company feel that
Caldera has defaulted on the provisions of an option agreement
between the two companies by the failure to pay the rental fees
of Seventy Thousand ($70,000) dollars to the State of Alaska
for certain mining claims held by Beluga.
Management does not know of any other potential litigation
involving the Company which may be filed in the future.
The Company has hired Legal counsel to pursue its disputed
Alaska mining claims. Legal counsel at this time can not
express an opinion as to the outcome of this litigation.
Negotiations have been initiated with the representatives of
the State of Alaska to resolve the issues involved in the above
mining claims and management believes that a satisfactory
settlement can be negotiated.
Item 2. Plan of Operation
The Company is currently inactive and no significant
exploration is planned for the current year. The Company is
dependant upon obtaining additional financing through a stock
offering, loan or joint venture in order to be able to initiate
significant exploration of the existing leases and to
investigate the acquisition of additional leases that could
show favorable exploration results.
Negotiations have been initiated with the representatives of
the State of Alaska to resolve the issues currently under
litigation. Completion of these negotiations in a
satisfactory manner will be required before additional
significant financing options can be completed.
Part II Other Information
Item 1. Legal Proceedings.
The Company is currently litigating the State of Alaska's
determination that the Company had not filed its annual
assessment affidavit correctly. The State asserted this
constituted an abandonment of all of its claims. This
determination is being contested by the Company by way of
an appeal to the appropriate court in Alaska. An
unfavorable decision could result in the loss of the
assets related to Alaska mining leases.
Although not currently in litigation; management believes
that the current owners of the Beluga Mining Company feel
that Caldera has defaulted on the provisions of an option
agreement between the two companies by the failure to pay
the rental fees of Seventy Thousand ($70,000) dollars to
the State of Alaska for certain mining claims held by
Beluga.
Management does not know of any other potential litigation
involving the Company which may be filed in the future.
The Company has hired legal counsel to pursue its disputed
Alaska Mining Claims. Legal counsel at this time can not
express an opinion as to the outcome of this litigation.
Negotiations have been initiated with the representatives
of the State of Alaska to resolve the issues involved in
the above mining claims and management believes that a
satisfactory settlement can be negotiated.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission Of Matters to a Vote of Security Holders.
No matter was submitted to the vote of security holders
during the period covered by this report. As a subsequent
significant event at the annual meeting of shareholders held
April 27, 1996 at Daytona Beach, Florida the name of the
Corporation was changed from CALDERA CORPORATION, INC. to
CALDERA CORPORATION. Said vote was by all 10,009,500 shares
present.
Item 5. Other information.
None.
Item 6. Exhibits and Reports on Form 8-K (Section 294.308 of
this chapter).
None.
signature
Pursuant to the requirements of the Securities Act of 1934
the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
CALDERA CORPORATION
by J. Allen Thumser
J. Allen Thumser, Treasurer and
Chief Financial Officer
Date May 15, 1996
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