UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities
Exchange Act of 1934
CALDERA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
SKY FREIGHT, INC.
CALDERA CORPORATION, INC.
(Former name of Registrant)
FLORIDA 59-3243555
(State of Incorporation) (IRS Employer ID Number)
Post Office Box 1632, Daytona Beach, FL 32115-1632
444 Seabreeze Avenue, Suite 435, Daytona Beach, Florida 32118
(Address of principal executive offices and Zip Code)
Securities to be registered pursuant to 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class to be registered
Common Stock, Par Value $0.0025 Not Applicable
Securities to be registered pursuant to 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class to be registered
Not applicable Not applicable
<PAGE>
Item 1. Business (#=AMENDED DATA)
General
The Company is inactive until such time as capital is raised for
exploration. #
Caldera Corporation, Inc., (Formerly Sky Freight, Inc.), the
"Registrant" or the "Company", is a Florida corporation which
became public when its Offering Statement under Regulation A
filed with the Securities and Exchange Commission became
effective on September 26, 1981 and closed on December 26, 1981
(as Sky Freight, Inc ). On May 3, 1994, Sky Freight, Inc.
changed its name to Caldera Corporation, Inc.. Sky Freight,
Inc., amended its Certificate of Incorporation to effect said
change of name to Caldera Corporation, Inc. on the same date.
The Company
Prior to the First day of February, 1986, the Company was engaged
in the business of operating a cargo airline based in Miami,
Florida. There was a total of 49,280,000 shares issued bearing
the Sky Freight, Inc. name.
Due to illness of the Chief Executive Officer of the Company, Mr
Eugene G Harris of Miami, Florida the Company ceased doing
business on or about February 1, 1986. At that time it
liquidated its assets and paid all of its liabilities. The
Company, then having no assets, no liabilities, and no business,
became dormant.
On May 3, 1994 the Company reverse split its common stock (five
shares of the old stock became one share of the new common stock,
par value of $0.0025). The Company then was recapitalized so
that the number of authorized common shares was increased to Two
Hundred Million (200,000,000) shares having a par value of
$0.0025 each. The name of the Company was changed to Caldera
Corporation, Inc.
On August 19, 1994 the Company acquired options on certain gold
mining claims, described in Item 3 "Property" hereinafter, for a
total price of $2,750,000 payable in shares of the common stock
of Caldera Corporation, Inc., par value $0.0025, at the
arbitrarily assumed price of $1.00 per share, upon exercising the
option. The Company's stock has no market value.# The Company
has issued the stock and paid certain rental fees in the amount
of $41,560 required to exercise the options but the closing have
been postponed by mutual agreement of the parties until April of
1996. This property will be explored to determine if, and where,
minerals mining may be proven to be warranted on the property.
<PAGE>
The Company's executive offices are located at 444 Seabreeze
Boulevard, Suite 435, Daytona Beach, Florida 32118. The telephone
number is (904) 254-2920, and the fax number is (904) 254-3104.
The Company is inactive until such time as capital is raised for
exploration. #
The mailing address is P.O. Box 1632, Daytona Beach, Florida
32115-1632.
General information about industry segments
The Company operated from 1980 to 1986 under the name of Sky
Freight, Inc., as an air freight carrier. At this time the
Company will operate as a precious metals exploration Company.
The principal metal the Company will be seeking is gold. Gold is
generally mined in two ways and thus the exploration for each
type of deposit is different:
a. Placer mining, in which gold is generally found in river
beds in which it has been washed down from gold ore deposits in
the form of nuggets and/or gold dust. The exploration for placer
deposits includes the search for microfine gold. This
exploration generally relies on some drilling but more on bulk
sampling by moving large amounts of head material through a
concentration process. It should be noted that it is not
possible to estimate accurately the amount of gold in any placer
deposit.
b. The mining of gold from veins which are usually found in
mountainous areas. Gold veins are explored almost exclusively
by drilling. The contents of this type mine can be fairly
accurately determined.
At this time the Company has not carried out enough
exploration to determine the potential gold content of either of
the properties upon which the Company has an option.
Narrative description of the business
The Company is currently in the exploration stage, and, even
though its properties in Alaska and Chile indicate mineralization
of gold and other minerals, there is no assurance that a
commercially viable mineralized deposit exists on either of the
properties until further geologic work and economic feasibility
studies based upon such work can be completed.
The registrant has no patents, trademarks, licenses, franchises
or concessions other than the aforementioned option mining
leases.
<PAGE>
The location of the Alaskan and Chilean mining claims of the
Company will make it necessary to conduct most of the exploration
activities from early spring through late fall of each year.
Presently the Corporate Secretary, Mr Donald S Thayer, the
Corporate Counsel, Mr Richard R Cook, the Treasurer, Mr James A
Thumser and the Corporate President, Buster LaMoure are staffing
the office and performing management functions without
compensation. Until such time as the Company raises sufficient
operating capital this arrangement will continue. None of the
Company's Officers or Directors have received any payment from
the Company for their services to the Company through the
effective date of this document. The number of persons to be
employed in the future depends upon whether the Company is able
to fund its exploration plans. Secretarial and other support
services to the Company have been provided on a subcontract
basis.
The Company is inactive until such time as capital is raised for
exploration. Because of the lack of capital there is no plan for
exploration in the coming year. #
Legal proceedings #
The Company is currently involved in litigation concerning a
significant number of its claims. An unfavorable outcome could
result in the loss of these claims. Please see Item 8 Legal
Proceedings for complete details.
ITEM 2: FINANCIAL INFORMATION
Selected Financial Data 1993 1994 1995
Revenue 0 0 0
Expenses 0 (67,589) (25,988)
Income (loss) before provision for 0 (67,589) (25,988)
(benefit from) income taxes and
extraordinary item
Provision for (benefit from income 0 0 0
taxes)
Income (loss) before extraordinary 0 (67,589) (25,988)
item)
Extraordinary item - tax benefit 0 0 0
resulting from utilization of net
operating loss carry forwards
<PAGE>
Net income (loss) 0 (67,589) (25,988)
Weighted average number of 9,856,000 12,983,500 16,368,000
common shares outstanding#
Earnings per share 0 (.00) (.00)
Income (loss) before extraordinary item
Net Income (loss) 0 (67,589) (25,988)
Total assets 0 10,792 51,225
Net working capital (deficiency) 0 (57,385) (118,217)
Long term obligations 0 0 0
Shareholders' equity (24,640) (46,914) (57,652)
As noted above the Company is currently inactive and has had no
significant exploration work since 1990, therefore any management
functions are minimal and not properly considered as expenses.
Management functions are not now considered to be material in
properly reflecting the costs of operations. #
Management's Discussion and Analysis of Financial Conditions and
Results of Operations
The Company was dormant from February 1986 until February 1994.
On February 7, 1994 Eugene G Harris agreed to transfer control of
the Company to an investor group. The new controlling
stockholders took control on May 3, 1994 and provided the
capital to initiate a reorganization program. During 1994 the
primary activities of the Company involved obtaining office space
and equipment, acquiring options for several mining leases,
selling stock to officers, directors and private individuals to
finance these activities and preparing legal and financial
documents required by the reorganization and these operations.
Management believes the cost of exploration in Alaska and Chile
will be approximately $600,000.00. This money, if raised, will
be used to explore the Alaska claims by drilling core samples and
running a test leach facility. The period of testing in Alaska
will cover two years. Management believes this level of testing
will provide enough information to determine the probable amounts
of minerals and their location. This exploration activity in
Alaska will require about $400,000.00. If probale amounts of
minerals are found further intensive sampling will be required to
determine provable reserves. The claims in Chile will be
sampled with backhoe and front end loader. Management believes
this leve of testing will determine if probable amounts of
<PAGE>
minerals exist. If probable amounts of minerals are found a
small placer operation would be commenced. These activities will
require about $200,000.00.#
The Company is inactive until such time as capital is raised for
exploration. Because of the lack of capital there is no plan for
exploration in the coming year.
As noted above the Company is currently inactive and has had no
significant exploration work since 1990, therefore any management
functions are minimal and not properly considered as expenses.
Management functions are not now considered to be material in
properly reflecting the costs of operations. #
LIQUIDITY AND CAPITAL RESOURCES FOR THE PERIOD ENDED SEPTEMBER
30, 1995.
All cash requirements to date have been meet by the capital and
loans provided by the new controlling stockholders and sale of
stock to a few individuals. The funds received from stock sales
shows as cash from financing not as income.#
Other than sales to officers, directors or their spouses the
Company made no public solicitation for sales. Only eight
persons were contacted to purchase stock all were friends of
officers or directors. Virtually all of these contacts were made
at the dinner or breakfast tables. Only one person solicited for
purchase of stock did not purchase. These sales are exempt from
registration as Section 4 (2) of the Securities Act of 1933
exempts transactions not involving a public offering.#
In May 1994 and March 1995, the Company sold 4,000,000 shares of
authorized but unissued common stock for $10,050.00 to certain
officers and directors of the Company.
In October 1994, the Company sold 3,000 shares of authorized
but unissued common stock for $3,000 to private individuals.
In November 1994, the Company sold 2,000 shares of authorized
but unissued common stock for $2,000 to private individuals.
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 private individuals.
In April 1995, the Company sold 2,000 shares of authorized
but unissued common stock for $ 2,000 to Darold and Sheila
Schonsheck. Mr. Schonsheck is an officer and director of the
Company.
<PAGE>
In May 1995, the Company sold 1,000 shares of authorized but
unissued common stock for $1,000 to a private company.#
The Company intends to finance its exploration activities, if and
when conducted, through loans from the management.# The
source of the funds for the loans will be from the sale of
Company stock by Cypress Bend (Cypress Bend) Trading Company,
Inc. Cypress Bend is owned and controlled by Company
Management. Cypress Bend owns shares of the company received
from Eugene G Harris at the time the current investor group took
control of the Company. #
The Company also intends to try to attract joint venture partners
for the purpose of infusing cash and expertise into the
exploration effort in Alaska. Management believes it will be
difficult to attract such joint venturers until more preliminary
work has been done on the Alaskan property.
Seasonality and Inflation
Exploration in Alaska takes place from early spring until
December of each year. The Chile location is not quite as
seasonal but exploration is not expected to take place in winter.
Inflation will affect the cost of exploration adversely.
ITEM 3. PROPERTY
None of the Company's properties contain any proven reserves.#
The Company has acquired from AU International, Inc. leases on
7,320 acres of mining claims along the Lewis River near Mount
Susitna in the Matanuska-Susitna Borough across the Cook Inlet,
approximately thirty two miles westnorthwest of the western city
limits of Anchorage, Alaska. There are three aircraft landing
strips within six miles to the north and south of the claims, and
the immediate area is served by several gravel roads that have
been constructed by oil companies who hold the petroleum rights
beneath the mineral rights held by the Company. These claims are
leased from the claim holder, Kin-Alaska Partnership. Kin-Alaska
is not affiliated in any way with AU International or the
company. There are forty-five more years left on these leases.
Natural gas and electricity are available on the property as well
as abundant sources of water. The leases also give the lessee
the right to alienate the claims by paying the claim holder 12%
of the net sale proceeds. It should be noted, that in addition
to this Twelve (12%) percent that the Company is obligated to
pay, an additional Four (4%) percent of the net sale proceeds of
any mining is payable to AU International, Inc., from whom the
Company acquired the leases.#
<PAGE>
It should also be noted that Mr Richard R Cook, Dr Edwin T
Presley, Mr Darold Schonsheck, Mr Jack Spencer and Mr Donald S
Thayer, directors of the Company, are also directors of AU
International, Inc., from whom the leases were obtained.
Although they do not have voting control of AU based upon the
number of shares owned, they do constitute a majority of AU's
Board of Directors. # Please see the AU ownership table at page
32.# The leases were purchased for 2,500,000 shares of common
stock of Caldera Corporation, Inc. The Company placed a Value of
$1.00 per share on this stock (for discussion purposes only.)
The cost of these leases is carried on the books of the company
at the stock's par value. # This purchase price was arrived at
by bargaining between the parties. The expertise of the
Company's President, Mr. LaMoure, and the history and testing
results as set out herein were the dominant factors inarriving at
a price.#
ALASKA
HISTORY OF EXPLORATION AND DEVELOPMENT OF THE AREA
An Alaska heritage resource study has identified numerous
historic, prehistoric, or archaeological sites located in or near
Caldera's leasehold area. These sites are primarily of caches,
houses, or hidden depressions from historical Eskimo and Indian
settlements or are related to early Russian exploration and
settlements in the region.
The native residents of Tyonek village are descendants of the
Tanaina Indians. The Tanaina Indians are thought to have
migrated into the upper Cook Inlet area during the mid-17th
century to the late 18th century. Although it is believed that
the Alaska natives did not attempt to recover gold for ornamental
or monetary purposes, the Tanaina Indians traded goods and food
stuffs for native copper with the Copper River Indians (Federova,
1973). This early trading provided native copper nuggets and
primitive copper tools for the local Indians.
<PAGE>
SEE MAP OF ALASKA
AND CLAIM AREA
Russian Exploration
The extent of Russian exploration of the area is not well
documented in English literature, however, it is known that the
native Indians of the area possessed iron knives and other
implements not part of their culture at the time the first
European explorers entered the region in 1778. This implies that
Russian traders frequented the area prior to that time. Spurr
(1898) indicated that the Russian Malakoff explored the region in
1834. Maps from that era were found to be inaccurate, suggesting
that Malakoff may have actually explored other parts of southern
Alaska.
Spurr also indicated that early American prospectors reported
signs of pits, trenches, and tree carvings that were possibly
attributed to Russian prospectors active in the area in the
1860s. During recent visits to Anchorage by representatives of
the Russian mining industry, it is said that Russian archives
describe small scale mining activities in the area during the
1850s and 1860s (R. Flounders, personal comment).
Early American Exploration
The United States purchased Alaska from Russia in 1867. A fur
trading Company was established near the village of Old Tyonek in
1875 and a trading post was established by C.C. Ladd near the
mouth of the Chulitna River in the early 1890s. Various gold
rushes between 1895 and 1905 brought many miners and prospectors
through the region. Tyonek was an important layover for
thousands of miners headed for the interior of Alaska during that
time. Coal was mined in the region to fuel steamboats travelling
in and out of Cook Inlet.
The first U.S. Geological Survey crew to work in the Cook Inlet
area was headed by Spurr. The crew went to Tyonek in 1898 to map
the vicinity near Tyonek and to explore the route into the
Skwentna River region (Spurr, 1898). Spurr mentions prior
activity in the region by prospectors named P.G. Shell and J.M.
Johnson who explored the region in 1887 and 1894, respectively,
both of whom reported having found gold in many places to the
north of the subject area. Other prospectors are reported to
have worked in the Beluga River area in 1896 where fine gold was
reported from bars and streams in the area.
Early Prospecting
Brooks (1917) states that an attempt to mine gold from the
sediments of Beluga River by hydraulic methods occurred in 1902.
Some drilling for dredging ground was also carried out in the
same area in 1909, but a dredge was apparently not installed and
the results of the drilling are not known.
<PAGE>
According to Brooks, mining activity employing about 30 men,
occurred at several places in the Lewis River drainage area in
1916. In the lower portion of the Lewis River canyon on the
Daisy and Bessie claims, a hydraulic plant was reportedly
installed. Gold mined at that location is said to have been
coarse and rough, with one $3 nugget (about 0.2 ounce) having
been found during that season. Bedrock in the immediate area was
reported to be Tertiary conglomerate. In that same year, on the
Granite claim, an open cut was put down by hand digging to a
depth of 18 feet, but bedrock was not reached. Good prospects
were said to have been found. The gold was reported to be fine
but angular with quartz attached to the larger pieces. Bedrock
in the immediate area of this activity was reported to be
granite. Placer gold was apparently found all the way up the
Lewis River canyon to the valley between Mount Susitna and Little
Mount Susitna. In total, more than $2,000 worth of gold (about
125 ounces) was recovered from the area in 1916.
Placer drilling was reported to have been conducted near the
mouth of Lewis River canyon in 1916. A total of 36 holes were
said to have been drilled there and an undisclosed bedrock was
reportedly encountered between 12 and 22 feet deep. The results
of the drilling were not known. No other reports of mining or
prospecting are known to exist in the USGS literature subsequent
to the activity reported by Brooks in 1916.
It is noteworthy that no placer drilling has occurred on the
subject claims or on adjacent claims since the work reported in
1916.
Recent Exploration
There is little recorded information pertaining to minerals
exploration activities in the study area between the period
following the drilling activities described above and the time of
staking the claims of the Company. Research into the historical
federal claim activity may disclose that portions of the Lewis
and Theodore Rivers were staked by persons unknown during the
1930s and 1940s. Aerial and ground reconnaissance of the area
has disclosed evidence of ditches and water diversions in the
upper Lewis River drainage. Furthermore, there are reports of
dragline mining activities in upper Lewis River (B. Bolstridge,
personal comment), but the dates and locations of these
activities are not known.
Basil Bolstridge of Soldotna, Alaska recognized the gold mineral
potential of the area in the late 1970s. He began claim staking
over a limited area in the Lewis and Theodore Rivers during 1978-
79. Further work by parties associated with Mr. Bolstridge
disclosed a widespread potential for placer gold in the area. A
larger group of state mining claims was staked in the area during
<PAGE>
the period 1980-82. The number of claims staked by Mr.
Bolstridge and his partners totalled approximately 1100 by the
end of 1982. These claims now comprise the holdings of Kin
Alaska Partnership # (which has no present relationship with
Caldera Corporation, Inc) and constitute the Mount Susitna area
of interest. They are now under lease by AU International, Inc.
and Caldera Corporation, Inc.
Exploration of the subject claim group includes several events
between 1980 and 1991. Rodney Blakestad, then residing in
Fairbanks, Alaska, first examined the claim area in September
1980. He conducted additional limited exploration in the area in
1981-1982, 1985-86, and 1988. Cameron McKay, of Reno, Nevada and
the Wrather Corporation, of Beverly Hills, California, conducted
joint exploration of the claim area in 1981-82. Basil
Bolstridge, in conjunction with the Kin Alaska Partnership,
conducted evaluations and development work on the claims
throughout the period 1980-87. Robert A. Flounders, of Orlando,
Florida, worked on the claims in 1988-89. Gerald Clay, Bill
Attwood, and others of Anchorage, Alaska conducted sampling on
the property in 1989. Jim Halloran, of Anchorage, Alaska,
conducted sampling on the property in 1990. Blakestad conducted
sampling on the property in 1992. See subsequent data for
results of this sampling program. To the extent possible,
reports concerning the results of these individual exploration,
development, and evaluation efforts have been accumulated by the
Company. These reports indicate that a total of $1,226,188 was
reported to the State of Alaska as having been spent between 1988
and 1994 exploring the claims of AU International, Inc..
RESULTS OF PREVIOUS EXPLORATION AND MINERAL EVALUATIONS
Refraction Seismic Survey
A refraction seismic survey was conducted for Wrather Corporation
by Paterson, Grant and Watson, of Ontario, Canada, in 1981 to
determine the depth to bedrock in a portion of the Susitna
Lowlands. The survey consisted of two parallel lines, one, 6.2
miles long and the second, 1.5 miles long. The longer, northern
line is about 1/2 mile south and parallel to the Castle Mountain
fault. The results of the survey suggest that there is a seismic
reflector (Kenai Formation?) beneath the glacial over-burden at
depths that vary between 10 and 150 feet from the surface.
The interpretations of the survey results are difficult because
there is little or no velocity contrast between the glacial
overburden and Tertiary bedrock. However, the two profiles
suggest three depressions in the bedrock that range from 75 to
greater than 150 feet in depth. These depressions are possibly
subsurface canyons eroded into the underlying Tertiary sediments
by glacio-fluvial processes.
<PAGE>
Placer Sampling Work By Rodney Blakestad
Blakestad (1985) reports gold values for eight pan-concentrate
samples using amalgamation recovery techniques. He describes the
gold as fine grained, visible gold associated with fine grained,
heavy, black sands. The average of these eight pan samples was
$5.09 per in-place cubic yard, using a gold value of $400.00 per
Troy ounce and an 850 fineness factor (i.e. 85% pure).
Additional samples were collected and analyzed from gravels over
widely spaced locations along the Lewis, Theodore, and Beluga
Rivers. The results of fire assay and atomic absorption analyses
for 45 samples are shown in Table 1. Field notes indicate that
all the samples were taken from less than five feet below ground
surface. The average of the 45 samples is $4.73 per cubic yard
(/CY) of the material sampled, after conversion back to in-place
values and using $400.00 per Troy ounce as the price of gold.
The wide variation in values from non-detectible to $99.00/CY is
a reflection of Blakestad's admittedly inconsistent sampling
techniques and expected variations between sample horizons.
Table 1: Pan sample results from the Mount Susitna claim area,
after Blakestad (1985).
Theodore River Pan Sample Results:
Sample Ounces Conversion $/CY
Number Per Ton To CY @ $400
10/01/10c <0.003 NA NA
10/01/10d <0.003 NA NA
10/01/11d <0.003 NA NA
10/01/12 <0.003 NA NA
10/02/1* 1.65 0.1 99.00
10/02/2* 0.016 0.5 4.80
10/02/3* 0.004 0.1 0.24
10/02/4* 0.045 0.1 2.70
10/02/5* 0.003 0.3 0.54
10/02/6* 0.004 0.5 1.20
10/02/10c <0.003 NA NA
10/02/10d <0.003 NA NA
10/02/12c <0.003 NA NA
Theodore River Average: $8.34
Lewis River Pan Sample Results:
Sample Ounces Conversion $/CY
Number Per Ton To CY @ $400
9/29/1p 0.087 0.02 $1.04
<PAGE>
9/29/2p 0.111 0.02 1.33
9/29/3d 0.066 0.40 15.84
9/29/4d 0.05 0.13 3.90
9/30/B72 <0.003 NA NA
9/30/1p 0.015 0.02 0.18
9/30/4p 0.575 0.02 6.90
9/30/7c <0.003 NA NA
9/30/7d <0.003 NA NA
9/30/7p 0.435 0.02 5.22
10/01/1d 0.003 0.96 1.73
10/01/3d <0.003 NA NA
10/01/4p 0.654 0.02 7.85
10/01/5c 0.003 0.14 0.25
10/01/5d <0.003 NA NA
10/01/5c 0.172 0.03 3.10
10/01/6d 0.004 0.23 0.55
10/01/7p 0.292 0.02 3.50
10/01/8d 0.024 0.22 3.17
10/01/9p 0.117 0.02 1.40
10/02/12d <0.003 NA NA
10/02/13* 0.056 0.1 3.36
10/02/13d 0.057 0.51 17.44
10/03/1c <0.003 NA NA
10/03/1d <0.003 NA NA
10/03/2c 0.006 0.08 0.29
10/03/2d <0.003 NA NA
Lewis River Average: $2.85
Beluga River Pan Sample Results:
Sample Ounces Conversion $/CY
Number Per Ton To CY @ $400
10/02/7* 0.06 0.07 25.20
10/02/8 <0.003 NA NA
10/02/9* 0.004 0.1 0.24
10/02/11c <0.003 NA NA
10/02/11d 0.005 0.66 1.98
Beluga River Average: $5.48
The average of all Mount Susitna area samples: $7.89
An * indicates that samples were evaluated by Fire Assay; All
other samples were evaluated by atomic absorption. Additional
test results are not as encouraging as the earlier tests.
Blakestad's sampling results for his 1985 report also included
six cyanide bottle-roll tests for minus 1/4-inch screened gravel
from the Lewis and Theodore Rivers. The results of those cyanide
<PAGE>
tests returned in-place values of approximately $28.83/CY or
0.072 ounces per cubic yard of in-place gravel.
The gold reported in Blakestad's 1985 amalgamation samples
reflects conventional placer gold of a size range that can be
readily seen with the unaided eye. The free gold was recovered
from black sand concentrate obtained by field panning the native
gravels of the Mount Susitna area. Gold reporting out in the
fire assay and AA sample results include both black sand pan
concentrates and various screen fractions between -16 mesh and
- -80 mesh. Generally, the finer screen fraction had higher gold
values. The bottle-roll cyanide results were dramatically higher
than the other two sample sets. A tentative conclusion is that
the finer grained fraction of Mount Susitna sediments had
relatively higher gold values. The cyanide tests suggests
relatively high grade gold in a size fraction that was amenable
to cyanide extraction. Blakestad suggests that ultra-fine
grained gold (micron-sized) may constitute a substantial
proportion of the gold budget in the Mount Susitna sediments.
The ultra-fine grained gold concept was further investigated
by Blakestad in 1988. Twenty-five additional bottle-roll cyanide
tests and other laboratory analyses were conducted by Bondar-
Clegg, Inc. in Denver, Colorado and by Mineral Industry Research
Laboratory in Fairbanks, Alaska. The results from the later
investigations were less encouraging for ultra-fine grained gold
than were the original tests. The -200 mesh fraction of Mount
Susitna samples were highly anomalous, with five samples
averaging 0.008 ounces gold per ton. This limited work, showed
that this size fraction contributed only approximately $0.10 per
ton to the in-place gravel value. The analytical techniques were
less than optimum, however, and the data were not conclusive.
Work By Attwood and Clay
Attwood and Clay (1990), in a report prepared by the Alaska Assay
Office of Wasilla, Alaska, give data for 34 testpit samples
collected in the Lewis and Theodore River areas. A technique
described as "Small Plate Amalgamation" or "SPA" was used to
confirm the "rumors of microscopic or 'no-see-um' gold on the
Susitna properties". Although the sampling program was set out
to analyze the finer grained fraction of gold in the Lewis and
Theodore River sediments, the SPA technique is not considered to
be a standard analytical technique and thus the results are
highly questionable. SPA values of 0.043 ounces per ton in the
clay-silt size fraction of 31 samples were reported by Attwood
and Clay (1990). Values of 0.029 and 0.0029 ounces per ton were
reported for the sand-silt and sand-gravel components of the area
sediments, respectively.
Attwood and Clay (1990) also give data for samples collected in
the Three Mile Creek area, southwest of Beluga River. The data
<PAGE>
presented in Table 2 was chosen because the notes accompanying
the samples suggest that the samples are representative of
gravels in the area. The "small plate amalgamation" assay method
was also used by Attwood and Clay in this sampling program. The
last column in the Table 2 shows the average of the samples
without the two highest assays. The reported assays are very
high and need to be confirmed.
Table 2: Small Plate Amalgamation assay results for placer gold
samples from the Mount Susitna claim group, after Attwood and
Clay (1990).
Sample Ounces $/CY
Number Per Ton @ $400/oz
12-257 0.341 204.60
260-1 1e1 0.118 70.80
260-2 1e2 0.14 84.00
260-3 1e3 0.028 16.80
260-4 1e4 0.007 4.20
260-5 5a 0.027 16.20
260-6 1a 0.009 5.40
260-11 0.009 5.40
260-12 0.126 75.60
260-19 0.034 20.40
260-20-5a 0.419 251.40
260-21 5e 0.10 60.00
260.24 0.004 2.40
260.29 0.007 4.20
260-45 0.131 78.60
Averages: 0.100 $60.00/CY
Work By Halloran
Halloran (1990), of Anchorage, Alaska, reported two sets of
values for samples taken from the Theodore, Lewis and Beluga
Rivers. The data is presented in Table 3. Both sets of sample
data are from near-surface gravels. The first set of samples
consisted of 11 samples reportedly obtained from Mr. Clay's
sampling of the Mount Susitna properties. The results are
suspect because the average value of the 11 samples was $1,686/CY
using 900 fineness and $400 per ounce gold value. Furthermore,
it is characteristic of all gravels in the project area to
contain large amounts of heavy mineral concentrates that follow
the gold in mechanical concentration.
<PAGE>
Table 3: Kin Alaska Property - Samples reduced by Halloran
Clay's 900 fine Samples
Sample Au mg $400/oz
Number $/BCY
237-2 211 660.04
237-2 165.7 302.82
237.4 2.9 12.58
237-4 990.7 1911.11
237-5 166.3 3849.61
237-5 1517 5267.46
237-5 2121 3682.36
237-5 46.7 54.05
237-5 308.7 630.53
280-1 650 2051.8
280-2 140.7 129.84
Averages: 571.34 $1,686
Halloran Samples 900 fine
Sample $400/oz
Number Au mg $BCY
11-7-1 <1 0.48
11-7-2 0.5 0.24
11-7-3 2.0 1.65
11-7-4 1.8 1.04
11-7-5 6.7 5.17
11-7-6 <1 0.5
11-7-7 0.3 0.24
Averages: 1.61 $1.33
Mr. Halloran's second set of samples are dramatically lower in
value than the first set of samples, but the lab notes also fail
to mention the expected volume of heavy minerals.
Over all Evaluation of Sampling #
Management believes these preliminary results are supportive of
further work on the property.
CHILE
QUEBRADA LA HIGUERA DE SAN PEDRO DE QUILES
The option on the property in Chile came from Oro Rio Ltd. and
consists of 2,322 acres of claims located on Quebrada La Higuera
(Fig Tree Creek) which is located 210 miles north of Santiago and
15 miles on a dirt track to the east of the Pan American Highway
<PAGE>
and Pacific Ocean. There are three access roads into the
property, the 15 mile one being the shortest. (See area map)
The option is to obtain a ninety (90%) percent share in the
property in exchange for $250,000.00 US dollars to be paid in
common stock of Caldera Corporation, Inc. at the current value
of the stock (which, for discussion purposes, is established at
$1.00. The value of the option is carried on the books of the
Company at the par value of the stock. #) The Company's stock
has no market value.# The option was for a period of nine months
from the 19th day of August, 1994 and has been extended to April
1996.
To date the Company has issued 250,000 shares of common stock to
Oro Rio Ltd. in anticipation of exercising the option. The
Company has attributed (for discussion purposes only)# a value of
$1.00 per share for this stock in the absence of an established
market. # The Company's stock has no market value.# The Company
and Oro Rio Ltd. are not affiliated nor does any other business
relationship exist between the parties. # This purchase price
was arrived at by arms length bargaining.#
The origin of this creek is out of the Cordons Los Justos and De
La Piedra Parada Mountains. It flows northerly into a main
estuary Estero De Quiles, which ties into a major drainage area
flowing into the Pacific. Most of the creek area is open with
gentle, sloping, alluvial benches into the hillsides. There are
two narrow areas opening into alluvial benches and bars.
Oro Rio, Ltd has filed claims on 2,322 acres under the name Lobo
Solitario and Leon on Quebrada La Higuera. The Claims begin at
the junction with Estero de Quiles. The lower claims (Lobo 1-2-
3-4) contain 1,000 acres. The Leon claims are for 460 acres and
the Solitario claims are for 862 acres. Between these two claims
is another 1,000 acres of placer property which is under a lode
mining claim owned by a nearby copper mine. In Chile, a mining
claim covers both hardrock and placer, whereas in the U.S. they
can be separate. There is a working agreement with the copper
Company to mine placer gold on their property for a small rental
fee.
Other than Oro Rio's test work there is no formal written history
on placer operations in this area. There are however, a number
of piquenero diggings in the area. A piquenero is a small
miner-prospector who makes his living much like a "49er". Almost
all side canyons into La Higuera show piquenero activity, but are
usually not worked until there is rain water for their sluices.
The Creek itself always has water.
There is one operating copper mine and a calcium carbonate mine
in the area. Some drilling was done in 1990 for gold, but so
far, no production. There was an operating placer mine four
<PAGE>
miles north from the Lobo claims. They finished working out
their claims and moved out, but there are piqueneros there
gleaning gold that was missed off the bedrock. There was another
placer mine 3 miles west from the Solitario claims that was
cleaned out about 1989. The locals say both were highly
successful even though the method of mining was primitive. Both
of these operations were done by Chilean people.
SERVICES
The town of Ovalle is 1-1/2 to 2 hours by car north of the
property. It has all services. Also one hour from Ovalle are
two larger towns, Coquimsbo and La Serena.
<PAGE>
SEE MAP OF CHILE
<PAGE>
SEE TOPOGRAPHICAL MAP
OF CLAIMS AREA
<PAGE>
SEE DETAILED MAP OF CLAIMS
SAMPLE SITES
<PAGE>
TEST WORK
Testing by Oro Rio was accomplished using a rubber tired Ford 555
backhoe for trenching test pits. Material was processed with two
small test plants, wooden sluices, and a rocker box. Concentrates
were hand panned to black sands and amalgamated. Bulk samples
were fed into a test plant with the backhoe. Other samples were
fed by five gallon buckets to control yardage, and the material
was hand-scrubbed. The hand-washed gravels came out much
cleaner. With a good wash plant, all material could be cleaned
well.
From Line A to Line G on the accompanying map a backhoe was used
for digging. (See sample map next page) Below Line G it was too
difficult to get the hoe through the narrows. A track machine
will have no problem. Line G to Line K was all excavated and
washed by hand using a small sluice and rocker box. It should be
noted that the backhoe used had a poor digging tooth arrangement
and could not remove bedrock satisfactorily for testing causing
an error in overall tenor. This factor and fine gold loss in the
test equipment lessened the accuracy of the testing.
The test holes indicated an average of .8 grams of gold per cubic
yard. Management believes this preliminary result is supportive
of further work on the property. #
Costs Associated With Maintaining The Properties
Upon exercising the options, the Company assumes payment of all
licenses and existing lease agreements concerning the Alaskan
property being leased as well as the remainder of AU
International's claims. This includes a current annual rental to
the State of Alaska of $41,560.00 and annual assessment work
required in the amount of $111,000.00. If the Alaskan property
is mined the Company shall pay to AU International, Inc. four
(4%) percent of the net smelter return of the mining production
on the property. Royalties of 12% to the previous claim owners
(Kin Alaska) would also be payable if the claims were mined. The
company has paid the $41,560.00 to the State of Alaska for 1994.
Due to the current litigation over the Alaska claims no rental
payments or assessment work has been done since 1994. Alaska
returned the 1994 rental payment to the Company. Counsel has
advised the Compand that neither rent nor assessment obligation
accrue during the period of litigation. If the Company wins the
litgation with the State of Alaska it may have to repay the 1994
rental payment. The Company does not currently have the money
with which to pay this rent. Management believes the officers
and directors of the Company will loan the Company the money to
pay this rent if necessary.#
<PAGE>
The Chilean properties will require approximately $12,000.00 in
work and fees to keep the claims in good standing.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table contains information as of the date of this
filing as to the beneficial ownership of shares of common stock
of the Company of each person who was the beneficial owner of
five (5%) percent or more of the outstanding shares of the
Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS #
_________________________________________________________________
Title of Class Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Owner
_________________________________________________________________
Common stock Cypress Bend Trading #-1 6,279,000 38
Company, Inc.
2253 River Ridge Road
DeLand, Florida 32720
Common stock Eugene G Harris #-2 1,000,000 6
5885 NW 18 Street
Miami, Florida 33152
Common stock Susan Freeman, Trustee 1,000,000 6
4250 North Michigan Ave
Miami, Florida 33140
Common stock AU International, Inc #-3 2,500,000 15
Post Office Box 1929
DeLand, Florida 32721
Common stock Robert Flounders #-4 2,500,000 15
5171 West Winds Drive
Orlando, FL 32819
#-1 Cypress Bend is owned and controlled by Company Management.
Cypress Bend owns shares of the Company received from Eugene G.
Harris at the time the current investor group took control of the
Company.
#-2 Eugene G. Harris may be deemed to be "parent" and Promoter"
of the Company under rules and regulations of the Securities Act
of 1933 by virtue of his ownership of common stock and his
efforts in the organization of the Company.
#-3 It should be noted that Richard R. Cook, Edwin T. Presley,
Darold Schonsheck, Jack Spencer and Donald S Thayer, directors of
<PAGE>
the Company, are also directors of AU International, Inc. from
which the Alaska leases were obtained.
#-4 Includes 2,500,000 shares held by AU International,Inc. Mr.
Flounders is a director of AU International, Inc.and has shared
power to vote or control the disposition of such shares.
The following table contains information as of the date of this
filling as to the beneficial ownership of shares of common stock
of the Company, as well as all persons as a group who will then
be officers and directors of the Company.
SECURITY OWNERSHIP OF MANAGEMENT #
_________________________________________________________________
Title of Class Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Owner
_________________________________________________________________
Common stock Mr Richard R Cook #-5-6 8,779,000 53
Corporate Counsel, Director
2253 River Ridge Road
DeLand, Florida 32720
Common stock Mrs Rita R Cook 500,000 3
Director
2253 River Ridge Road
DeLand, Florida 32720
Common stock Mr Charles A Gaetano #-6 6,779,000 41
Director
311 Turner Street
Utica, New York 13501
Common stock Mr Buster LaMoure none 0
President
1026 Highway 93 North #15
Salmon, Idaho 83467
Common stock Dr Edwin T Presley #-5-6 9,279,000 56
Chairman, Board of Directors
828 John Anderson Drive
Ormond Beach, Florida 32176
Common stock Mr Darold Schonsheck #-5-6 9,280,000 56
Vice President
315 Rio Pinar
Ormond Beach, Florida 32174
Common stock Mr Steven D Shoup #-6 6,779,000 41
Director
424 West 30th Street
Marion, Indiana 46953
<PAGE>
Common stock Mr Jack Spencer #-5-6 9,279,000 56
Director
608 Mallory Court
Stone Mountain, Georgia 30087
Common stock Mr Donald S Thayer #-5-6 9,279,000 56
Corporate Secretary, Director
6 Fountainebleau Circle
Daytona Beach, Florida 32118
Common stock Mr James A Thumser #-6 6,779,000 41
Treasurer, Director
3855 South Atlantic Ave, #306
Daytona Beach Shores, Fl 32127
Common stock Officers and Directors 12,780,000 76.9
as a group
#-5 Includes 2,500,000 shares held by AU International,Inc.
Richard R. Cook, Edwin T. Presley, Darold Schonsheck, Jack
Spencer, and Donald S Thayer, directors of the Company, are also
directors of AU International, Inc. from which the Alaska leases
were obtained and have shared power to vote or control the
disposition of such shares.
#-6 Includes 6,279,000 shares held by Cypress Bend Trading
Company, Inc. Richard R. Cook, Charles A. Gaetano, Edwin T.
Presley, Darold Schonsheck, Steven D. Shoup, Jack Spencer, Donald
S Thayer, and James A. Thumser, directors of the Company, are
also directors of Cypress Bend Trading Company, Inc. and have
shared power to vote or control the disposition of such shares.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
Identification of Directors:
Name Age Position Held with Company
_______________________________________________________________
Richard R Cook 51 Director
Rita R Cook 48 Director
Charles A Gaetano 72 Director
Buster LaMoure 63 Director
Dr Edwin T Presley 67 Chairman, Board of Directors
Darold Schonsheck 53 Director
Steven D Shoup 35 Director
Jack Spencer 52 Director
Donald S Thayer 67 Director
James A Thumser 65 Director
<PAGE>
Identification of Officers:
Name Age Position Held with Company
_______________________________________________________________
Buster LaMoure 63 President
Darold Schonsheck 53 Vice President
Richard R Cook 51 Counsel
Donald S Thayer 67 Secretary
James A Thumser 65 Treasurer
Officers of the Company serve at the will of the Board of
Directors. Presently the Company has no employment contracts
with any of its officers.
Brief biographies of the officers and directors of the Company
are set forth below. Each director holds office until the next
annual meeting or until his death, resignation, retirement,
removal, disqualification or until a successor has been elected
and qualified. Vacancies in the existing board are filled by a
majority of the remaining directors.
Biographies:
BUSTER LaMOURE -- President and Director
On May 3, 1994, Mr LaMoure became the President and a member of
the Board of Directors of the Company. His duties are the
general administration of the Company, carrying out the policies
established by the Board of Directors. From 1990 to date he has
worked as a consultant to persons dealing with public land
issues. He has a small placer gold mining claim which he has
operated himself. These activities do not conflict with his
duties to Caldera Corporation, Inc.. Prior to starting his own
business, Mr LaMoure served as the Director, Minerals and
Geology, for the USDA Forest Service from 1986 to 1990. During
this time he was responsible for the management of natural
resources on 193 million acres of public land in the United
States.
Additionally, Mr LaMoure has extensive geological experience. He
served as the first full-time geologist for the Gallatin National
Forest from 1972 to 1974. His responsibilities involved the
evaluation of mining claims for validity, and determination of
the mineral character of all lands involved in land exchanges and
withdrawals. He also advised on mineral development for multiple
use plans, and evaluated road location and timber sales to
achieve geologic stability. From 1971 to 1972 Mr LaMoure served
as a geologist with the USDA Forest Service where he participated
in the promulgation of the first regulation to effect the 1872
Mining Law on public lands. He also evaluated the slope
<PAGE>
stability of roads and timber harvest areas, and determined the
mineral potential of lands to be exchanged or withdrawn from
mineral entry.
He received his BA Degree in Geology from the University of
Montana in 1970. In addition, Mr LaMoure has forty hours of
graduate study towards his Masters Degree, and has also received
his Senior Executive Ranking Certificate from the USDA Executive
Training Program.
DAROLD SCHONSHECK -- Vice President and Director
Mr Schonsheck was elected Vice President and Director on May 3,
1994. He assists Mr LaMoure in the administration of the Company.
In 1983 Mr Schonsheck formed Daytona Motel Consultants, Inc and
has been President and Chief Administrator of that Company since
that time. This Company has sixty-five employees and is
currently operating five ocean front hotels in Daytona Beach,
Florida. He is responsible for all facets of operation and
maintenance for this property management Company.
In addition, he is a Director of the Greater Daytona Beach Hotel
and Motel Association, a member of the Volusia County Advertising
Council, a member of the Ramada Management Association, a staff
member of Take Part II, which is a city, county, and private
venture to attract a major family entertainment park to Daytona
Beach, a Member of the Volusia County Board of Realtors, and a
member of the Christ Presbyterian Church.
He received a BS degree from the Eastern Michigan University in
1968, and an MS degree in Geography - Geology in 1970.
DR EDWIN T PRESLEY -- Chairman of the Board of Directors
Dr Presley was elected to the Board of Directors of the Company
on May 3, 1994. He was chosen Chairman of the Board of Directors
on September 22, 1994. From 1985 to the present Dr Presley has
been acting as a veterinarian consultant in Florida, and has
taken several nonactive investment positions in various gold
mining companies during that period. Between 1955 and 1985 Dr
Presley owned and operated two veterinary clinics in New York
State.
He received a BS degree in premedicine from Houghton College, and
a Doctor of Veterinary Medicine degree from the New York State
Veterinary College at Cornell University in 1955. He passed the
National Board Exams in Veterinary Medicine in 1985.
DONALD S THAYER -- Corporate Secretary and Director
Mr Thayer was elected to the Board of Directors and as Corporate
Secretary of the Company on May 3, 1994. As Corporate Secretary
<PAGE>
he maintains the books and records of the Company. From 1984 to
the present he has been a consultant in Product Assurance. From
1972 to 1983, as a GE employee, he was a consultant to the Naval
Air Systems Command and the Naval Material Command in Washington
during the design and development phases of several missile,
aircraft, helicopter, electronic warfare, and avionics programs.
During this period he represented the Joint Cruise Missile
Project Office at the McDonnell Douglas Company in St Louis
during the design and development testing of the Navy's Tomahawk
Cruise Missile. From 1962 to 1972 he was a consultant to the
NASA Office of Manned Space Flight's Apollo Program Office in the
development of written standards for the control of the
reliability of Apollo Moon landing hardware systems and
equipment. During this period he represented the NASA Apollo
Program Office at the Kennedy Space Center, the Manned Spacecraft
Center, and led the audit of the performance of NASA and
contractor hardware activities program wide.
From 1952 to 1962 he graduated from General Electric Company's
three year Manufacturing Management Program (equivalent to an MS
degree in Engineering Management) and had increasingly more
responsible assignments in manufacturing and product assurance of
diverse GE products.
He is an alumnus of MIT and the University of Vermont where he
earned BS degrees in Industrial Engineering in 1950 and Economics
in 1951. He has completed over 30 GE (non-credit) courses in
finance, engineering, manufacturing processes, etc; and several
postgraduate (credit) courses in languages, computer programming
and the sciences.
He is presently President and a Director of the Association for
Retarded Citizens - Volusia County, President of the Civitan Club
of Ormond Beach, Florida, Life Member of the US Navy League, a
senior member of the GE Elfun Society, and a Shriner.
JAMES A THUMSER -- Treasurer and Director
Mr James A Thumser was elected Treasurer and a Director of the
Company on May 3, 1994. As Treasurer he is in charge of keeping
the financial records of the Company and participates in the
establishment of financial policies of the Company. From 1987 to
the present he has performed various roles as a financial
consultant for those seeking financing, and Income Tax
assistance. From 1955 to 1987 he was employed by the General
Electric Company in increasingly more responsible financial
positions. From 1975 to 1978 he was a Manager of Division
Auditing and Financial Analysis; from 1978 to 1981 he was a
Consultant in Government Contract Practices; from 1981 to 1986 he
was a Manager of Contract Practices, and from 1986 to 1987 he was
<PAGE>
a Specialist in Education and Training in Government Contract
Compliance for the GE Aerospace Group.
From 1951 through 1955 Mr Thumser saw active duty with the US Air
Force. He graduated from Queens College in New York City in 1951
with a BA degree. He has served as the treasurer and a director
of the Wildwood Property Owners Association, a director and
auditor for the Seychelles Condominium Management Association,
and an officer and a senior member of the GE Elfun Society.
RICHARD R COOK -- Corporate Counsel and Director
Mr Cook was elected as Corporate Counsel on December 1, 1994, and
was elected to the Board of Directors on April 22, 1995. From
1988 to the present Mr. Cook has been Counsel and Director for AU
International, Inc. He has raised money for AU and devoted a
substantial amount of his time to the operation of AU. During
this time period he has also been actively involved as a
consultant and fund raiser with The Great Alaska-Yukon Mining and
Trading Company, Inc., a closely held company attempting to
develop an entertainment complex in Orlando, Florida based upon
an Alaskan theme.
He is licensed to practice law in Florida, and is engaged in the
part-time practice of law. His practice is devoted mainly to
wills, trusts and corporations.
He holds A.B. degree in Psychology from Indiana University,
Bloomington, Indiana. He holds J.D. degree in Law from Indiana
University, Bloomington, Indiana.
RITA ROEPKE COOK -- Director
Rita R Cook became a Director of the Company on May 3, 1994. Ms
Cook has been in real estate development and investment since
1970. She has been the corporate Secretary of the Volusia Lake
Realty Corporation for the past fifteen years keeping the books
and records of that privately held real estate corporation.
In 1991, Ms Cook acquired her real estate salesperson license
from the State of Florida. She is an associate for referrals
with the Central Florida Referral Association, a subsidiary of
Ideal Real Estate - Coldwell Banker in DeLand, Florida.
CHARLES A GAETANO -- Director
Charles Gaetano became a Director of the Company on May 3, 1994.
Mr Gaetano has been operating and managing the Gaetano
Construction Company in Utica, New York for the past forty-one
years. This Company is engaged in the construction of homes,
apartment houses, office buildings and warehouses.
<PAGE>
STEVEN DANIEL SHOUP -- Director
Steven D Shoup became a Director of the Company on May 3, 1994.
He is currently serving as a consultant to Salen Herky Asset
Conservation Enterprises, Inc in Indianapolis, and is responsible
for real estate analysis and acquisitions. From 1991 to 1992 he
had a similar position with John Candlish in Knoxville, TN of the
Candlish Group & Waymouth, NV. From November 1990 to 1991 he
served with Warren Johnson and Stephen Smith, TGE, Inc. in Carmel
Indiana in a similar position. His current business also
includes working as the President of the S Group, Inc which is
engaged in real estate enterprises and property management in the
Marion, Indiana area. He is also President of The Express, Inc.
of Upland, IN specializing in convenience store management, new
acquisitions and development; and he is President of Self Storage
Incorporated of Indianapolis which specializes in management and
development of new acquisitions.
In 1984 Mr Shoup graduated from the Indiana Wesleyan University
with a BS in Business Management and Computer Information
Science. He is a competitive triathlete on the United States
Triathlon Series, and a competitive Snowboarder on the SSA
series. His hobbies include restoring cars, photography, and
computers.
JACK N SPENCER -- Director
Jack Spencer became a Director of the Company on May 3, 1994. He
currently serves as the Associate Director for Management and
Operations of the Center for Disease Control (CDC) and Prevention
in Atlanta, GA. He serves as Deputy Director for CDC's largest
Division, and as such is responsible for directing all of the
management activities for the division, including an annual
budget of over Three Hundred Million Dollars, and a staff of 750
employees. From 1984 to 1988 he served as the Assistant Director
for Operations in the CDC Division of Sexually Transmitted
Disease (DSTD), and from 1981 to 1984 he served as Supervising
Public Health Advisor, DSTD where he was technical consultant to
thirteen State Health Departments. From 1976 to 1981 Mr Spencer
was Chief, Los Angeles County STD Control Program where he
directed a staff of 300 County, State and Federal Employees.
From 1974 to 1976 he was Senior Public Health Advisor in the
Minnesota Department of Health, and from 1972 to 1974 he was
Assistant State STD Representative with the New Jersey Department
of Health. From 1967 to 1970 he was Supervising Public Health
Advisor with the Preventive Medicine Unit Number Two of the US
Navy in Norfolk, VA, and from 1965 to 1970 he was Program
Representative in the Buncombe County Health Department in
Asheville, NC.
<PAGE>
Mr Spencer graduated from the Maryville College in Tennessee with
a BA degree in Sociology. He has published a number of papers on
sexually transmitted diseases and has received several public
service recognition awards from 1983 through the present. He has
been active in youth soccer activities since 1974, is a Director
of AU International, Inc. (a Company from which the registrant
has obtained some of its option claims (see Item 3)), and Vice
President of The IOU Investment Club of Atlanta.
ITEM 6. EXECUTIVE COMPENSATION
None of the officers or directors have received any compensation
or remuneration to date from the Company for serving in these
positions other than partial reimbursement for out-of-pocket
expenses incurred on behalf of the Company during the years
ending with the effective date of this document. Future salaries
of the officers and directors will be set by the Board of
Directors depending upon the financial condition of the Company,
and may include bonuses, health insurance and other compensation
as the Board of Directors may award.
Out-of-pocket expenses are defined as the monies expended on
behalf of the Company while engaged in Company business such as
travel expenses and items purchased for use by the Company.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has entered into several agreements of which
management believes the potential investor should be aware. They
are as follow:
Sale of Investment Stock
On May 1, 1994 Eugene G Harris sold 3,200,000 shares of Sky
Freight, Inc. to Susan Freeman for $0.0005 per share. On May 3,
1994 Eugene G Harris exchanged 36,400,000 shares of his Sky
Freight, Inc. common stock for 7,280,000 shares of the post split
Caldera Corporation, Inc. common stock, par value $0.0025. On May
3, 1994 Mr Harris conveyed 6,280,000 shares of common stock to
the Cypress Bend Trading Company, Inc. the only consideration
being Cypress Bend's promise to try to turn Caldera into a going
concern.
In May 1994 and March 1995, the Company sold 4,000,000 shares of
authorized but unissued common stock for $ 10,050 to certain
officers and directors of the Company as follows:
On or about the 25th day of May, 1994 the Company sold 500,000
shares of common stock to Rita R Cook for $1300; on or about the
25th day of May, 1994 the Company sold 500,000 shares of common
stock to Charles A Gaetano for $1250; on or about the 25th Day of
<PAGE>
May, 1994 the Company sold 500,000 shares of common stock to Dr
Edwin T Presley for $1250; on or about the 25th day of May, 1994
the Company sold 500,000 shares of common stock to Darold
Schonsheck for $1250; on or about the 25th day of May, 1994 the
Company sold 500,000 shares of common stock to Steven D Shoup for
$1250; on or about the 25th day of May, 1994 the Company sold
500,000 shares of common stock to Jack N Spencer for $1250; on or
about the 25th day of May, 1994 the Company sold 500,000 shares
of common stock to Donald S Thayer for $1250. In March 1995, the
Company sold 500,000 shares of authorized but unissued common
stock for $ 1,250 to James A Thumser an officer and director of
the Company.
All of the above named persons have signed an "Investment Letter"
stating that they have purchased their shares for investment
purposes only, and that they will not sell any of their shares
for the thirteen months next succeeding the date they purchased
same, unless subject to an exemption from registration (other
than Rule 144), under the Securities Act of 1933 or unless they
duly register said shares in accordance with the provisions of
said act.
As of the effective date this document the Company has sold
shares of its common stock to 10 individuals at a price of $1.00
per share in lots of 1000 shares. The proceeds of these sales of
common stock have been used in the startup operations of the
business for such things as office rent, office supplies, and
travel expenses; as follows:
In October 1994, the Company sold 3,000 shares of authorized
but unissued common stock for $3,000 to private individuals.
In November 1994, the Company sold 2,000 shares of authorized
but unissued common stock for $2,000 to private individuals.
In January 1995, the Company sold 1,000 shares of authorized
but unissued common stock for $1,000 to private individuals.
In February 1995, the Company sold 10,000 shares of authorized
but unissued common stock for $10,000 to private individuals.
In April 1995, the Company sold 2,000 shares of authorized
but unissued common stock for $ 2,000 to Darold and Sheila
Schonsheck. Mr. Schonsheck is an officer and director of the
Company. In May 1995, the Company sold 1,000 shares of
authorized but unissued common stock for $1,000 to a private
company.#
Other than sales to officers, directors or their spouses the
Company made no public solicitation for sales. Only eight
persons were contacted to purchase stock all were friends of
officers or directors. Virtually all of these contacts were made
at the dinner or breakfast tables. Only one person solicited for
purchase of stock did not purchase. These sales are exempt from
registration as Section 4 (2) of the Securities Act of 1933
exempts transactions not involving a public offering.#
<PAGE>
Management requested that Standard & Poor Corporation issue a
CUSIP number to properly identify the stock certificates of the
Company once a market for the Company's stock has been
established. S & P assigned "CUSIP 12877P 10 9" as the formal
identifying number for the Company's stock certificates.
The officers and directors of the Company maintain a close
relationship with AU International, Inc., a chapter S corporation
organized in 1990. AU International, Inc. is currently the owner
of mining claims on approximately 43,000 acres of land in the
State of Alaska, of which approximately 7,320 acres have been
optioned to the Company. Interest and familiarity in these
Alaskan lands on the part of some of the Company's officers
extends back to 1985. The officers, directors and significant
shareholders of AU International, Inc. who are officers and/or
directors of the Company (with the exception of Mr Flounders who
is not an officer or director of the Company) are as shown in the
table below.
_________________________________________________________________
Office Held in AU Name and Address of AU Percentage of AU
International Office Holder Stock Owned
_________________________________________________________________
Chairman, Board of Mr Robert A Flounders 28.0
Directors 5171 West Winds Drive
Orlando, FL 32819
President and Mr Donald S Thayer 9.5
Director 6 Fountainebleau Circle
Daytona Beach, FL 32118
Corporate Counsel Mr Richard R Cook 5.5
2253 River Ridge Road
DeLand, FL 32720
Secretary, Treasurer Mr Darold Schonsheck 4.5
and Director 315 Rio Pinar
Ormond Beach, FL 32174
Director Dr Edwin T Presley 11.5
828 John Anderson Drive
Ormond Beach, FL 32176
Director Mr Jack N Spencer 6.0
608 Mallory Court
Stone Mountain, GA 30087
<PAGE>
The following officers of the Company do not hold offices in AU,
but are significant share owners of AU International, Inc.:
Mrs Rita R Cook 2.5
2253 River Ridge Road
DeLand, FL 32720
Mr Charles A Gaetano 7.5
311 Turner Street
Utica, NY 13501
Mr James A Thumser 1.0
3855 South Atlantic Ave., #306
Daytona Beach Shores, FL 32127
ITEM 8. LEGAL PROCEEDINGS
The Company is currently Appealing, to the Superior Court in
Anchorage, a decision of the Commissioner of the Department of
Natural Resources of the State of Alaska that an affidavit of
annual labor was not timely filed on the Alaskan properties. The
Company did file an affidavit of assessment but it did not name
all of the claims. Statues give two years to amend the
affidavit. Management believes the Commissioner did not adhere to
the statute.# Management believes the appeal will be successful.
If the appeal is not successful the properties will be lost. The
properties would then have to be restaked or abandoned.
Restaking would involve about ninety days work and could cost as
much as $500,000.00. Currently there is no legal impediment to
restaking the property at the conclusion of the litigation. If
the Company loses the litigation it would have no priority over
the general public in regard to restaking the property.# The
Appeal is now in the briefing stage. The Company has filed its
brief and reply brief. The State has filed its brief and the
parties are awaiting oral argument or a decision. #
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) to the State of Alaska for certain
mining claims held by Beluga. The company had an option contract
with Beluga similar to the one with AU. The Company did not
exercise the Option.# Management does not believe the company
has any obligation to pay this debt.
Management does not know of any other potential litigation
involving the Company which may be filed in the future.
<PAGE>
ITEM 9. MARKET PRICE OF, AND DIVIDENDS OF, THE REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The common stock has not traded on any market for more than five
years, and has no market value,# but management believes the
Company's shares will begin to do so after this SEC Form 10 is
filed, and a market maker is selected. Management believes that
there will be a market for the common stock of the Company on the
over-the-counter market; however, no independent market maker or
transfer agent has been selected or engaged at the time of filing
of this SEC Form 10.
This market for the Company's common stock will depend upon the
ultimate value of the mining claims the Company has leased or
acquired. There is currently no market for the stock.# (See
Item 1.) Should these claims become profitably productive,
management believes that a fair market price for the stock will
develop. In the event the Company's operations show a net profit
it is the intention of management to declare quarterly cash
dividends.
It should be noted that, since the Company has not as yet started
its exploration operations that, the above is speculation on the
part of management based upon management's estimate of the value
of its mining claims.
ITEM 10. RECENT SALES OF UNREGISTERED STOCK
In May 1994 and March 1995, the Company sold 4,000,000 shares of
authorized but unissued common stock for $10,050 to certain
officers and directors of the Company as follows:
On or about the 25th day of May, 1994 the Company sold 500,000
shares of common stock to Rita R Cook for $1300; on or about the
25th day of May, 1994 the Company sold 500,000 shares of common
stock to Charles A Gaetano for $1,250; on or about the 25th Day
of May, 1994 the Company sold 500,000 shares of common stock to
Dr Edwin T Presley for $1,250; on or about the 25th day of May,
1994 the Company sold 500,000 shares of common stock to Darold
Schonsheck for $1,250; on or about the 25th day of May, 1994 the
Company sold 500,000 shares of common stock to Steven D Shoup for
$1,250; on or about the 25th day of May, 1994 the Company sold
500,000 shares of common stock to Jack N Spencer for $1,250; on
or about the 25th day of May, 1994 the Company sold 500,000
shares of common stock to Donald S Thayer for $1,250. In March
1995, the Company sold 500,000 shares of authorized but unissued
common stock for $ 1,250 to James A Thumser an officer and
director of the Company.
All of the above named persons have signed an "Investment Letter"
stating that they have purchased their shares for investment
<PAGE>
purposes only, and that they will not sell any of their shares
for the thirteen months next succeeding the date they purchased
same, unless subject to an exemption from registration (other
than Rule 144), under the Securities Act of 1933 or unless they
duly register said shares in accordance with the provisions of
said act.
As of the effective date this document the Company has sold
shares of its common stock to 10 individuals at a price of $1.00
per share in lots of 1000 shares. The proceeds of these sales of
common stock have been used in the startup operations of the
business for such things as office rent, office supplies, and
travel expenses; as follows:
In October 1994, the Company sold 3,000 shares of authorized
but unissued common stock for $3,000 to private individuals.
In November 1994, the Company sold 2,000 shares of authorized
but unissued common stock for $2,000 to private individuals.
In January 1995, the Company sold 1,000 shares of authorized
but unissued common stock for $1,000 to private individuals.
In February 1995, the Company sold 10,000 shares of authorized
but unissued common stock for $10,000 to private individuals.
In April 1995, the Company sold 2,000 shares of authorized
but unissued common stock for $ 2,000 to Darold and Sheila
Schonsheck. Mr. Schonsheck is an officer and director of the
Company.
In May 1995, the Company sold 1,000 shares of authorized but
unissued common stock for $1,000 to a private company.#
Other than sales to officers, directors or their spouses the
Company made no public solicitation for sales. Only eight
persons were contacted to purchase stock all were friends of
officers or directors. Virtually all of these contacts were made
at the dinner or breakfast tables. Only one person solicited for
purchase of stock did not purchase. These sales are exempt from
registration as Section 4 (2) of the Securities Act of 1933
exempts transactions not involving a public offering.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Company has one class of stock authorized: i.e. Common stock,
with a par value of $0.0025.
Common Stock
Common stock of $0.0025 par value per share is the only
<PAGE>
authorized class of stock of the Company. The holders of the
common stock have no preemptive, conversion, or subscription
rights. There are no sinking fund provisions. The shares of
common stock are not repurchasable by the Company or redeemable,
and are not subject to call. The said holders have equal right
of participation in dividends (when, as and if declared by the
Board of Directors) and in the event of liquidation, dissolution
or winding up of the affairs of the Company, are entitled to
receive, according to the number of their respective shares, the
assets, and funds of the Company remaining after payment of its
indebtedness. The common stock outstanding is validly issued,
fully paid and non-assessable and the shares of additional common
stock being offered hereby will, upon payment therefor and
issuance by the Company, be validly issued, fully paid and
nonassessable.
The holders of the common stock of the Company are entitled to
one vote for each share on all matters voted upon by the
stockholders, including the election of directors. The voting
rights of the common stock of the Company are non-cumulative,
which means that the holders of more than 50% of the shares
voting for the election of directors can elect 100% of the
directors, if they choose to do so, and in such event, the
holders of the remaining less than 50% of the shares voting for
the election will not be able to elect any person or persons to
the Board of Directors.
Prospective purchasers of the shares being offered hereby should
also be aware that the by-laws of the Company provide that the
shareholders of the majority of the outstanding shares may take
any action required or permitted in the by-laws without prior
notice and without a vote providing that they file a written
consent setting forth the action so taken and that said majority
have signed same.
No personal liability attaches to shareholders by reason of the
ownership of such shares.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
There is no statute, charter provision, by-law, contract or other
arrangement under which any controlling person, director or
officer of the registrant is insured or indemnified in any manner
against liability which he may incur in his capacity as such,
other than:
Article VIII of the Articles of Incorporation, states:
"The corporation shall indemnify an officer or director or
any former officer or director, to the full extent permitted
by law."
<PAGE>
Florida Statute 607.014 provides that where an officer, director,
employee or agent of the corporation is sued by a third party for
his actions on behalf of the corporation, the corporation may
determine that he is entitled to indemnification by the
corporation including expenses and attorney's fees if he acted in
good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation and with
respect to any criminal action had no reasonable cause to believe
his conduct was unlawful and where he acted in good faith and in
the best interests of the corporation. Where the officer,
director, employee, or agent is sued or threatened with suit by
the corporation, the corporation may indemnify him if he acted in
good faith and in a manner he believed to be in the best interest
of the corporation, except where he is judged to be liable for
negligence or misconduct in the performance of his duty to the
corporation and only to the extent that the court shall determine
that such person is fairly and reasonably entitled to indemnity.
If he successfully defends the above types of action he shall be
indemnified against reasonable expenses and attorney's fees. If
the court does not determine that he is entitled to attorney's
fees and expenses, the board of directors, in a written opinion,
may determine that he is entitled to indemnity.
Florida Statute 607.271 provides that where a corporation has
been involuntarily dissolved and then reinstated, the power of
the corporation to indemnify its directors, officers or agents
shall extend to actions taken during the periods of time between
dissolution and reinstatement.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to indemnify directors,
officers or persons controlling the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is therefore unenforceable. In the
event that a claim of indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer, or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submitted to a court
of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Financial Statements, Item 15, Page 38. #
<PAGE>
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
There are none.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
Dates of Financial Statements Page
December 31, 1995 38 #
Number Exhibits
(1) Financial Statements
December 31, 1995 #
(2) Articles of Incorporation and By-laws
(3) Material Contracts
a. Extension and Option Agreement
with Oro Rio, Ltd.
b. Extension and Option Agreement
with AU International, Inc.
(4) Additional information
Additional testing results on Susitna claims.
Test results are from exploration in 1992 by Rodney
Blakestad. This study was only a partial execution of a
larger exploration plan abandoned because of bad
weather. The results are inconclusive as to the
probable presence of minerals in commercially viable
quantities.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Act
of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
Caldera Corporation, Inc.
By:Buster LaMoure
Date:July 31, 1996 Buster LaMoure, President
<PAGE>
EXHIBIT 1
AUDITED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1995 #
<PAGE>
CALDERA CORPORATION
Formerly, Sky Freight, Inc.
(A Development Stage Company)
Daytona Beach, Florida
December 31, 1995
Marvin B. Seidman, CPA
Certified Public Accountant
Miami, Florida
TABLE OF CONTENTS
PAGE
Accountant's Independent Auditor's Report 3
Financial Statements
Balance Sheet 4
Statement of Income and Accumulated Earnings 5
Statement of Cash Flows 6 A & B
Statement of Stockholders' Equity 7
Notes to Financial Statements 8
<PAGE>
Marvin B. Seidman, CPA
CERTIFIED PUBLIC ACCOUNTANT
8501 S. W. 29th Street
Miami, Florida 33155
(305) 448-5286
INDEPENDENT AUDITOR'S REPORT
To: The Board of Directors
Caldera Corporation
Daytona Beach, Florida
I have audited the accompanying balance sheet of CALDERA
CORPORATION ( a development stage Company) as of December 31,
1995, and the related statements of income and accumulated
earnings, and cash flows for the two years then ended. These
financial statements are the responsibility of the management of
Caldera Corporation. My responsibility is to express an opinion
on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I 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. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Caldera Corporation as of December 31, 1995, and the results of
its operations and cash flows the two period then ended in
conformity with generally accepted accounting principles.
Marvin B. Seidman, CPA
Certified Public Accountant
April 18, 1996
<PAGE>
CALDERA CORPORATION
(a development Company)
BALANCE SHEET
AS OF DECEMBER 31, 1995
ASSETS
CURRENT ASSETS:
Cash in bank $ 33,649
PROPERTY AND EQUIPMENT:
net of accumulated depreciation of $994
(note 2) 4,051
OTHER ASSETS:
Mining Leases (notes 4, 5 and 6) 6,875
Security Deposits 6,650
----------
TOTAL ASSETS $ 51,225
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts and Stockholder Payables $ 281
Notes Payable - Stockholders (note 7) 65,821
Accrued interest on notes 1,115
_______
Total Current Liabilities 67,217
OTHER LIABILITIES:
Mining lease dispute 41,560
Certificate replacement 100
_______
Total Other Liabilities 41,660
STOCKHOLDERS' EQUITY:
Common stock $.0025 par value
200,000,000 shares authorized,
16,625,000 and 16,111,000 shares
issued and outstanding (notes 3,4,5 and 6) 41,563
Additional paid in capital 19,002
Accumulated deficit (118,217)
_________
Total Stockholders' Equity (57,652)
________
TOTAL LIABILITY AND STOCKHOLDERS EQUITY $ 51,225
=========
<PAGE>
CALDERA CORPORATION
(a development Company)
STATEMENT OF INCOME AND ACCUMULATED DEFICIT
FOR THE YEARS ENDED DECEMBER 31,1995 AND 1994
1995 1994
REVENUE: $ -0- $ -0-
EXPENSES:
Mining Leases (note 8) - 41,560
Selling, General & Administrative 15,282 14,063
Legal and accounting (note 9)# 5,150 11,250
Interest (note 7) 4,778 500
Depreciation (note 2) 778 216
_____ ______
NET (LOSS) $ (25,988) $ (67,589)
======== ========
(LOSS) per share (.0015) (.0042)
====== =======
The accompanying notes are an integral part
of these financial statements
<PAGE>
CALDERA CORPORATION
(a development Company)
STATEMENT OF CASH FLOWS
For the Year Ended December 31, 1994
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (67,589)
Adjustments to reconcile net income to
Net cash used by operating activities:
Stockholder payable increase expended (Note 2 &7) 2,622
Increase in deposits (728)
Depreciation 216
Accrued Interest 500
_________
Net Cash Used by Operating Activities (64,979)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of stock to shareholders 8,763
Additional paid in capital by shareholders 5,037
Loans from shareholders 51,500
_________
Net Cash Provided By Financing Activities 65,300
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 321
Cash and Cash Equivalents, Beginning of Year -0-
Cash and Cash Equivalents, End of Year $ 321
=========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Mining leases acquired for stock $ 6,875
Stockholder Payables $ 5,706
(Notes 2,5,6 & 7)
The accompanying notes are an integral part
of these financial statements
<PAGE>
CALDERA CORPORATION
(a development Company)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (25,988)
Adjustments to reconcile net income to
Net cash used by operating activities:
Disputed mining lease payment (note 8) 41,560
Depreciation 778
Accrued Interest 1,115
Increase in Security Deposits (5,922)
Stockholder payable expenditure decrease (3,786)
(notes 2 & 7) ______
Net Cash From Operations 7,757
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of stock to shareholders 1,285
Additional paid in capital by shareholders 13,965
Increase in Loans from shareholders 10,321
__________
Net Cash Provided By Financing Activities 25,571
__________
NET INCREASE IN CASH AND CASH EQUIVALENTS 33,328
Cash and Cash Equivalents, Beginning of Period 321
Cash and Cash Equivalents, End of Period $ 33,649
=======
The accompanying notes are an integral part
of these financial statements
<PAGE>
CALDERA CORPORATION
(a development Company)
STATEMENT OF STOCKHOLDERS' EQUITY
THROUGH DECEMBER 31, 1995
Common Stock Capital in
______________________ Excess of Accum.
Shares Amount Par Value Deficit
___________ ________ ___________ _______
BALANCE, Jan. 1, 1994 49,280,000 $24,640 $ $(24,640)
Recapitalization: par
value change from $.0005
to $.0025 and 5 for 1
reverse stock split
May 3,1994 (note 1) (39,424,000) - - -
Shares exchanged for cash
May 1994 (notes 3 ) 3,500,000 8,750 50 -
October 1994 3,000 8 2,992 -
November 1994 2,000 5 1,995 -
Shares exchanged for
acquisition of mining
leases (notes 4,5 & 6) 2,750,000 6,875 - -
Net loss for the period
ended December 31, 1994 - - - (67,589)
___________ _______ ________ _______
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 500,000 1,250 - -
April 1995 2,000 5 1,995 -
May 1995 (note 3) 1,000 2 998 -
Net loss for the period
ended December 31,1995 (25,988)
__________ _________ _______ _______
BALANCE
December 31, 1995 16,625,000 $41,563 $ 19,002 $(118,217)
========== ======= ======== =========
The accompanying notes are an integral part
of these financial statements
<PAGE>
CALDERA CORPORATION
Formerly, Sky Freight, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS December 31, 1995
NOTE 1 - GENERAL ACCOUNTING POLICIES
Prior to the First day of February, 1986, the Company was engaged
in the business of operating a cargo airline based in Miami,
Florida. There were a total of 49,280,000 shares issued bearing
the Sky Freight, Inc. name.
Due to illness of the Chief Executive Officer of the Company, Mr
Eugene G Harris of Miami, Florida, the Company ceased doing
business on or about February 1, 1986. At that time the Company
liquidated its assets and paid all of its liabilities. The
Company, then having no assets, no liabilities, and no business,
became dormant.
On February 7, 1994 Eugene G Harris agreed to transfer control of
the Company to an investor group. The new controlling
stockholders took control on May 3, 1994 and provided the capital
to initiate a reorganization program. During 1994 the primary
activities of the Company involved obtaining office space and
equipment, acquiring several mining leases, selling stock to
officers, directors and private individuals to finance these
activities and preparing legal and financial documents required
by the reorganization and these operations. Legal and accounting
expenses are normal expenses for these activities. The Company is
in the development stage currently and its accounting policies
will be governed by FAS No.7.
On May 3, 1994 the Company reverse split its common stock (five
shares of the old stock became one share of the new common stock,
par value of $0.0025). The Company then was recapitalized so
that the number of authorized common shares was increased to Two
Hundred Million (200,000,000) shares having a par value of
$0.0025 each. The name of the Company was changed to Caldera
Corporation.
ACCOUNTING FOR GOLD SALES REVENUE - Revenue from the sale of gold
ore, if any is produced, will be 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
<PAGE>
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.
VALUATION OF STOCK ISSUED IN NONCASH TRANSACTIONS - Stock issued
in noncash transactions will be valued at current market value.
If no current market value can be established through a
recognized national stock market, assets acquired by issuance of
stock will be valued at the par value of the stock issued. The
Company's stock currently has no market value.#
CARRYING VALUE OF MINING PROPERTIES - All mining properties will
be carried at cost. ##
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.
NOTE 2 - PROPERTY AND EQUIPMENT
The following is a summary of property and equipment - at cost,
less accumulated depreciation:
Office equipment $5,045
Less: Accumulated depreciation (994)
_______
Total $4,051
=======
The Company incurred $6,991 rental expense under non-cancelable
operating leases during 1995. Future minimum lease payments
related to the lease are as follows:
1996 $ 6,500
NOTE 3 - SALE OF STOCK FOR CASH
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 January through May 1995, the Company sold 14,000 shares of
authorized but unissued common stock for $14,000 to private
individuals.
<PAGE>
NOTE 4 - SALES OF STOCK FOR MINING LEASES
On August 19, 1994 the Company acquired options on certain gold
mining claims. The Company issued 2,500,000 shares of common
stock to secure this option. The Company placed a Value of $1.00
per share on this stock (for discussion purposes only.) The cost
of these leases is carried on the books of the company at the
stock's par value, $0.0025. # The Company has issued the stock
and paid certain rental fees in the amount of $41,560 required to
exercise the options but the closings have been postponed by
mutual agreement of the parties until April of 1996.
This property will be explored to determine if, and where,
minerals mining may be proven to be warranted on the property.
The Company therefore recorded the transaction at par value, the
price at which shares had been sold to officers and directors of
the Company. #
NOTE 5 - MINING LEASES ACQUISITIONS
In August 1994, the Company acquired options related to a group
of mining leases in Chile from a private company. The Company
issued 250,000 shares of common stock to secure this option.
The Company placed a Value of $1.00 per share on this stock (for
discussion purposes only.) The cost of these leases is carried
on the books of the company at the stock's par value, $0.0025. #
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.
If the Company does not obtain sufficient financing within a
specified time period, 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 to secure this option.
The Company placed a Value of $1.00 per share on this stock (for
discussion purposes only.) The cost of these leases is carried
on the books of the company at the stock's par value, $0.0025. #
The Company has agreed to accomplish a mining feasibility study
within 4 years, and to exercise the option to purchase the
balance of the leases if production is feasible. If the Company
does not obtain the sufficient financing within a specified time
<PAGE>
period, 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. 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 December 31, 1995, the Company owed $65,821 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.
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. 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.
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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. Management
believes it will prevail.
