UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
(x ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
-------------------------------------------------
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
---------------------- -----------------------
Commission File number 1-12023
----------------------------------------------------------
CALDERA CORPORATION
----------------------------
(Exact name of registrant as specified in charter)
Florida 59-3243555
------------------------------ ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3156 East Old Mill Circle #100 , Salt Lake City, Utah 84121
----------------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
1- 801- 947-9007
--------------------------------------------------
Registrant's telephone number, including area code
-----------------------------------------------------
(Former name, former address, and former fiscal
year, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), Yes [x ] No [ ] and (2) has been
subject to such filing requirements for the past 90 days. Yes [x ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the last practicable date.
Class Outstanding as of April 8, 1999
- -------------------------------- -------------------------------
Common Stock, $0.0025 2,776,250
-1-
<PAGE>
<TABLE>
<CAPTION>
INDEX
Page
Number
------
PART I.
<S> <C>
ITEM 1. Financial Statements (unaudited).................................................3
Balance Sheets...................................................................4
March 31, 1999 and December 31, 1998
Statements of Operations
For the three months ended March 31, 1999 and 1998.........................5
and the period from January 1, 1994 to March 31, 1999
Statement of Changes in Stockholders' Equity
For the period from January 1, 1994 to March 31, 1999 ....................6
Statements of Cash Flows
For the three months ended March 31, 1999 and 1998...........................7
and the period from January 1, 1994 to March 31, 1999
Notes to Financial Statements....................................................8
ITEM 2. Plan of Operations..............................................................11
PART II. Signatures......................................................................12
</TABLE>
-2-
<PAGE>
PART I - FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
ITEM 1. FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
The accompanying balance sheets of Caldera Corporation (a development stage
company) at March 31, 1999 and December 31 1998, and the statements of
operations for the three months ended March 31, 1999 and 1998 and the period
from January 1, 1994 to March 31, 1999, the cash flows and the statement of
stockholder' equity for the three months ended March 31, 1999 and 1998, and the
period from January 1, 1994 to March 31, 1999, have been prepared by the
Company's management and they do not include all information and notes to the
financial statements necessary for a complete presentation of the financial
position, results of operations, cash flows, and stockholders' equity in
conformity with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature.
Operating results for the quarter ended March 31, 1999, are not necessarily
indicative of the results that can be expected for the year ending December 31,
1999.
-3-
<PAGE>
<TABLE>
<CAPTION>
CALDERA CORPORATION
(A Development Stage Company)
BALANCE SHEETS
March 31, 1999, and December 31, 1998
- ----------------------------------------------------------------------------------------------
March 31, December 31,
1999 1998
---------------- --------------
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash $ 6,607 $ 5,163
----------- -----------
Total Current Assets $ 6,607 $ 5,163
=========== ===========
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
Accounts payable $ -- $ 8,796
----------- -----------
Total Current Liabilities -- 8,796
----------- -----------
STOCKHOLDERS' EQUITY
Common stock
200,000,000 shares authorized, at $0.0025 par value;
2,776,250 shares issued and outstanding at March 31;
176,250 at December 31 6,941 441
Capital in excess of par value 87,482 72,982
Accumulated deficit (87,816) (77,056)
----------- -----------
Total Stockholders' Equity 6,607 (3,633)
----------- -----------
$ 6,607 $ 5,163
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE>
<TABLE>
<CAPTION>
CALDERA CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS For
the Three Months Ended March 31, 1999, and
1998 and the Period from January 1, 1994
to March 31, 1999
- ---------------------------------------------------------------------------------------
Three Months Three Months January 1, 1994 to
March 31, March 31, (note 1)
1999 1998 March 31, 1999
------------ ------------ ------------------
<S> <C> <C> <C>
REVENUES $ -- $ -- $ --
EXPENSES 10,760 -- 63,176
--------- --------- ---------
NET LOSS $ (10,760) $ -- $ (63,176)
========= ========= =========
GAIN (LOSS) PER
COMMON SHARE
Basic
$ (.016) $ --
--------- ---------
AVERAGE
OUTSTANDING
SHARES
Basic 609,583 166,250
--------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE>
<TABLE>
<CAPTION>
CALDERA CORPORATION
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period From January 1, 1994 to March 31, 1999
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock Capital in
------------------------------- Excess of Accumulated
Shares Amount Par Value Deficit
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Balance January 1, 1994 - Note 1 98,560 $ 246 $ 24,394 $ (24,640)
Issuance of common shares for cash
at $.39 - May through November 1994 35,050 88 13,712 --
Issuance of common shares for a mining
lease at $.25 27,500 69 6,806 --
Net operating loss for the year
ended December 31, 1994 -- -- -- (67,589)
Issuance of common shares for cash
at $2.97 - January through May 1995 5,140 13 15,237 --
Net operating loss for the year
ended December 31, 1995 -- -- -- (25,988)
Net operating loss for the year
ended December 31, 1996 -- -- -- (27,319)
Net operating profit for the year
ended December 31, 1997 -- -- -- 84,971
Issuance of common shares for cash
at $.50 - related parties - December 1998 10,000 25 4,975 --
Cash contributed to capital - related parties -- -- 7,858 --
Net operating loss for the year ended
December 31, 1998 -- -- -- (16,491)
------------ ------------ ------------ ------------
Balance December 31, 1998 176,250 441 72,982 (77,056)
Issuance of common shares for services
at $.075 - March 1999 200,000 500 14,500 --
Issuance of common shares for cash
at $.0025 - March 1999 2,400,000 6,000 -- --
Net operating loss for the three months
ended March 31, 1999 -- -- -- (10,760)
------------ ------------ ------------ ------------
Balance March 31, 1999 2,776,250 $ 6,941 $ 87,482 $ (87,816)
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE>
<TABLE>
<CAPTION>
CALDERA CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS For
the Three Months Ended March 31, 1999, and
1998 and the Period from January 1, 1994
to March 31, 1999
- -------------------------------------------------------------------------------------------------------------------
Three Months Three Months January 1, 1994 to
Ended Ended (Note 1)
March 31, March 31,
1999 1998 March 31, 1999
-------------- --------------- ------------------
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net profit (loss) $ (10,760) $ -- $ (63,176)
Adjustments to reconcile net loss to
net cash provided by operating activities
Change in accounts payable (8,796) -- --
Issuance of capital stock for expenses 15,000 -- 21,875
------------ ------------ ------------
Net Cash Used by Operations (4,556) -- (41,301)
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
-- -- --
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds form issuance of capital stock 6,000 -- 40,050
Cash contributed to capital -- -- 7,858
------------ ------------ ------------
Net Increase (Decrease) in Cash 1,444 -- 6,607
Cash at Beginning of Period 5,163 -- --
------------ ------------ ------------
Cash at End of Period $ 6,607 $ -- $ 6,607
============ ============ ============
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Issuance of 27,500 shares of common stock for a mining lease - 1994 $ 6,875
------------
Issuance of 200,000 shares of common stock for services - 1999 $ 7,296
------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-7-
<PAGE>
CALDERA CORPORATION
(A Developement Stage Company)
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. ORGANIZATION
The Company was incorporated under the laws of the state of Florida on January
8, 1980 with the name of Skyfreight, Inc. On September 9, 1994 the name was
changed to Caldera Corporation Inc. and then on September 9, 1996 to Caldera
Corporation.
On September 9, 1994 the Company increased the authorized common stock to
200,000,000 shares at a par value of $0.0025 in connection with a reverse stock
split of five shares of outstanding stock for one share. On June 30, 1997 the
Company completed a reverse stock split of 100 shares of outstanding stock for
one share. This report has been prepared showing the after stock split shares
outstanding, with a par value of $0.0025, from inception.
From 1980 until 1986 the Company was engaged in the air freight business in
Miami, Florida and then during 1994 acquired options to purchase gold mining
leases located in Chile and Alaska and on April 26, 1997 were transferred to Au
International Inc.(a related party) in exchange for the assumption of all its
liabilities and since that date the Company has remained inactive.
The Company is considered to be a developement stage company after 1993.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
- ------------------
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
- ---------------
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
- ------------
At December 31, 1998, the Company had net operating loss carry forward of
$77,056. The tax benefit from the loss carry forward has been fully offset by a
valuation reserve because the use of the future tax benefit is doubtful since
the Company has no operations. The loss carryforward will expire starting in the
years 1997 through 2019
Earnings (Loss) Per Share
- -------------------------
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding, after the stock splits, using the
treasury stock method in accordance with FASB No. 128.
-8-
<PAGE>
CALDERA CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial Instruments
- ---------------------
The carrying amounts of financial instruments, including cash, are considered by
management to be their estimated fair values. These values are not necessarily
indicative of the amounts that the Company could realize in a current market
exchange.
Estimates and Assumptions
- -------------------------
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
3. RELATED PARTY TRANSACTIONS
See note 1 for the transfer of all remaining assets and the assumption of
liabilities to a related party. The officers and directors of the Company are
involved in other business activities and they may, in the future, become
involved in additional business ventures which also may require their attention.
If a specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business interests.
The Company has formulated no policy for the resolution of such conflicts.
4. GOING CONCERN
The Company's management intends to acquire interests in various business
opportunities which, in the opinion of management, will provide a profit to the
Company. Continuation of the Company as a going concern is dependent upon
obtaining additional working capital and the management of the Company has
developed a strategy, which it believes will accomplish this objective through
additional equity funding and long term financing, which will enable the Company
to operate in the future.
Management recognizes that, if it is unable to raise additional capital, it
cannot conduct any operations in the future.
-9-
<PAGE>
CALDERA CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
- --------------------------------------------------------------------------------
5. PROPOSED ACQUISITION OF RAGULA SYSTEMS, INC.
On March 16, 1999 the Company enterd into a letter of intent with Ragula
Systems, Inc. which provides for the acquisition of Ragula Systems, Inc. through
a stock for stock exchange in which the stockholders of Ragula would receive
6,000,000 common shares of the Company in exchange for all of the stock of
Ragula Systems, Inc. As part of the consideration the Company has agreed to
raise a minimum of $5,000,000 through the issuance of 2,000,000 shares of the
Company. After the completion of the terms of the exchange the stockholders of
Ragula will own 60% of the Company with a finalization date of July 1, 1999
For reporting purposes, the acquisition will be treated as an acquisition of the
Company by Ragula (reverse acquisition) and a recapitalization of Ragula.
Ragula Systems, Inc. is in the business of developing and marketing its own
patent pending software designed for use in the internet field.
-10-
<PAGE>
- --------------------------------------------------------------------------------
ITEM 2. PLAN OF OPERATIONS
- --------------------------------------------------------------------------------
The Company's management intends to acquire interests in various business
opportunities which, in the opinion of management, will provide a profit to the
Company.As outlined below management has entered into a proposed acquisition
however continuation of the Company as a going concern is dependent upon
obtaining additional working capital and the management of the Company has
developed a strategy, which it believes will accomplish this objective through
additional equity funding and long term financing, which will enable the Company
to operate in the future. The Company's officers plan to pay any future expenses
of the Company as short term loans until additional funding can be obtained.
Liquidity and Capital Resources
- -------------------------------
The Company will need additional working capital to finance its planned
activity.
Results of Operations
- ---------------------
The Company has had no operations during this reporting period.
Proposed Acquisition of Ragula Systems, Inc.
- ---------------------------------------------
On March 16, 1999 the Company enterd into a letter of intent with Ragula
Systems, Inc. which provides for the acquisition of Ragula Systems, Inc. through
a stock for stock exchange in which the stockholders of Ragula would receive
6,000,000 common shares of the Company in exchange for all of the stock of
Ragula Systems, Inc. As part of the consideration the Company has agreed to
raise a minimum of $5,000,000 through the issuance of 2,000,000 shares of the
Company. After the completion of the terms of the exchange the stockholders of
Ragula will own 60% of the Company with a finalization date of July 1, 1999
Ragula Systems, Inc. is in the business of developing and marketing its own
patent pending software designed for use in the internet field.
-11-
<PAGE>
PART 2 - SIGNATURES
- --------------------------------------------------------------------------------
SIGNATURES
- --------------------------------------------------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned there unto duly authorized.
CALDERA CORPORATION
[Registrant]
Dated 4-29, 1999 By /s/Radd C. Berrett
---------------------------
Radd C. Berrett , President
Dated 4-29, 1999 By /s/Richard A. Ford
-----------------------------------------
Richard A. Ford , Chief Financial Officer
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 6607
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6607
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 6607
<CURRENT-LIABILITIES> 8796
<BONDS> 0
0
0
<COMMON> 6941
<OTHER-SE> (334)
<TOTAL-LIABILITY-AND-EQUITY> 6607
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10760
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> (10760)
<EPS-DILUTED> (.016)
</TABLE>
