Form 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to __________
Commission File Number: 0-27728
CALDERA CORPORATION
(Exact name of Registrant as specified in charter)
FLORIDA 59-3243555
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
3156 East Old Mill Circle #100 , Salt Lake City, Utah 84121
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (801) 947-9007
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None N/A
Securities registered pursuant to Section 12(g) of the Act:
Title of each class: Common Stock, Par Value $0.0025
Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such fling requirements for the past 90 days. (1) Yes
[X] No [ ] (2) Yes [X] No [ ]
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year: $-0-
State the aggregate market value of the voting stock held by non-affiliates of
the Registrant computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days: The aggregate market value of the voting stock held
by non-affiliates of the Registrant (830,657 shares) computed by using the
average bid and asked price as of March 26, 1999, is $6,126,095.
State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date: At March 26, 1999, there were
2,776,250 shares of the Registrant's Common Stock outstanding.
Documents Incorporated by Reference: None
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
Caldera Corporation (the "Company") was incorporated under the laws of
the State of Florida on January 8, 1980, under the name "Skyfreight, Inc." On
September 9, 1994, the Company changed its name to "Caldera Corporation, Inc."
and increased the number of authorized shares to 200,000,000, par value
$0.0025. On September 9, 1996, the Company changed its name to "Caldera
Corporation."
Effective June 30, 1997, the Company reverse split the outstanding shares
of common stock of the Company at the rate of one share for each one hundred
shares outstanding, reducing the number of shares outstanding to approximately
166,250.
Prior Operations
According to prior management, the Company acquired options on certain
gold mining claims in the State of Alaska in August 1994. In November 1994
the Company failed to validly file a statement of annual labor with the Alaska
Department of Natural Resources ("DNR"). According to the Alaska DNR the
Company's failure to properly record the statement and pay the required fees
resulted in the automatic abandonment of the claims. The Company subsequently
lost its appeal of the decision of the Alaska DNR and the claims were deemed
abandoned. (See Item 3.)
Effective June 30, 1997 the Company agreed to transfer all of its
remaining assets to Au International, Inc. ("Au") in return for the assumption
of any liabilities of the Company. The shareholders approved the transaction
on April 26, 1997. At such time Richard R. Cook, Dr. Edwin T. Presley, Darold
Schonsheck, Jack Spencer, James A. Thumser, and Donald S. Thayer, who were
directors or former directors of the Company, were also directors of Au. The
assets transferred included those described or referred to in the Company's
financial statements for the period ended March 31, 1997. Au agreed to assume
all of the Company's liabilities and to indemnify and hold the Company
harmless, from any liabilities which arose prior to June 30, 1997. The only
material asset of the Company at March 31, 1997, was its interest in mining
claims located in the State of Alaska, which claims were subject to litigation
with the Alaska DNR (see Item 3).
Activities During 1998
During the year ended December 31, 1998, the Company conducted no
material business operations.
On September 30, 1998, Radd C. Berrett acquired 67,787 shares of Common
Stock for $75,000, and a control group, consisting of eleven persons,
represented by Richard A. Ford (the "Ford Group") acquired a combined total of
67,786 shares of Common Stock for $75,000. The funds used to purchase the
shares were the personal funds of Mr. Berrett and the personal funds of each
member of the Ford Group. The shares were purchased in a private transaction
through Richard R. Cook, a director of the Company at such time, from
directors of the Company and eight other shareholders. On October 26, 1998,
Mr. Berrett was appointed as President and Chief Executive Officer of the
Company and Mr. Ford was appointed as Secretary, Treasurer, CFO, and Principal
Accounting Officer of the Company. Prior to such date James Allen Thumser and
Donald S. Thayer resigned as officers and directors of the Company, and
Richard R. Cook was the sole remaining director. In November 1998, Mr. Cook,
the sole remaining director appointed Mr. Berrett, Mr. Ford, and Ms.
Hildebrand as directors of the Company. These individuals took office in
December 1998, concurrent with the resignation of Mr. Cook.
In December 1998 the Company filed a registration statement on Form S-8
to register options to purchase 4,000,000 shares of common stock of the
Company pursuant to the Company's 1997 Non-Qualified Stock Option Plan (the
"Plan"). During January 1999, the Company granted a total of 4,000,000
options exercisable at prices ranging from $0.0025 to $0.075 per share, all of
which were exercised during January 1999. Of these options, 1,800,000 were
granted to current management, exercisable at $0.0025 per share; 2,000,000
were granted to consultants to the Company exercisable at $0.0025 per share;
and 200,000 were issued to counsel for the Company exercisable at $0.075 per
share. Of the options granted to the consultants, which options were
subsequently exercised, 1,400,000 were mutually rescinded in March 1999, the
shares were returned to the authorized but unissued shares of the Company, and
the rescinded options were returned to options available under the Plan.
Proposed Activities
The Company is currently seeking potential business acquisitions or
opportunities to enter into in an effort to commence new business operations.
The Company does not propose to restrict its search for a business opportunity
to any particular industry or geographical area and may, therefore, engage in
essentially any business in any industry. The Company has unrestricted
discretion in seeking and participating in a business opportunity, subject to
the availability of such opportunities, economic conditions, and other
factors.
The selection of a business opportunity in which to participate is
complex and risky. Additionally, as the Company has only limited resources,
it may be difficult to find good opportunities. There can be no assurance
that the Company will be able to identify and acquire any business opportunity
based on management's business judgement.
The activities of the Company are subject to several significant risks
which arise primarily as a result of the fact that the Company has no specific
business and may acquire or participate in a business opportunity based on the
decision of management which potentially could act without the consent, vote,
or approval of the Company's shareholders. The risks faced by the Company are
further increased as a result of its lack of resources and its inability to
provide a prospective business opportunity with significant capital.
The Company has no employees.
Letter of Intent
On March 16, 1999, the Company entered into a letter of intent to acquire
Ragula Systems, Inc., a Utah corporation, ("Ragula"). The transaction would
provide that the Company would issue 6,000,000 shares of the Company's common
stock to the shareholders of Ragula, current management would resign, and
persons nominated by Ragula would assume all management positions of the
Company. Prior to Closing the Company would be required to provide funding in
the amount of not less than $5,000,000 for the operations and obligations of
Ragula. In connection with such transaction, current management of the
Company would agree to place 1,000,000 shares owned by management into escrow
until completion of the funding.
ITEM 2. DESCRIPTION OF PROPERTY
The Company's offices are furnished at no cost by the president of the
Company and are shared with other unrelated companies.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings or
government actions, including any material bankruptcy, receivership, or
similar proceedings. Management of the Company does not believe that there
are any material proceedings to which any director, officer or affiliate of
the Company, any owner of record of beneficially of more than five percent of
the common stock of the Company, or any associate of any such director,
officer, affiliate of the Company, or security holder is a party adverse to
the Company or has a material interest adverse to the Company.
On January 22, 1999, the Supreme Court of the State of Alaska denied the
appeal of the Company and Au International, Inc. ("Au") and upheld the lower
court's decision that the parties had abandoned their mining claims in the
State of Alaska (Au International, Inc., and Caldera Corporation v. State of
Alaska, Department of Natural Resources, Supreme Court No. S-8087 (Superior
Court No. 3AN-95-10181 CI)). Au, as the successor to any interest of the
Company to the mining claims, decided not to file a petition for rehearing.
The court assessed attorney's fees of $2,914 against the parties and Au paid
such obligation in full pursuant to its agreement to assume all liabilities of
the Company at June 30, 1997 (see Item 1).
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of shareholders of the Company during
the fourth quarter of the fiscal year ended December 31, 1998. However, in
November 1998 the Company filed an Information Statement pursuant to Section
14(f) of the Securities Exchange Act of 1934, and Rule 14f-1 thereunder, in
connection with the appointment of current management of the Company.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Common Stock of the Company has been quoted on the OTC Electronic
Bulletin Board since March 5, 1999. Prior to such date management is not aware
of the quotation or trading of the Common Stock through any other medium.
There is currently no established public trading market for the Common Stock.
For the period from March 5, 1999, through March 26, 1999, the high and low
bid quotations as reported by the OTC Bulletin Board were $9.00 and $1.00.
These quotations reflect inter-dealer prices, without retail market-up,
mark-down, or commission and may not necessarily represent actual
transactions.
During 1997 the Company adopted a 1997 Non-Qualified Stock Option Plan
(the "Plan"). The Plan originally authorized the issuance of options to
purchase 500,000 shares of common stock of the Company. In 1998 the Plan was
amended to increase the number of shares to 4,000,000. During January 1999
the Company granted 4,000,000 options, all of which were exercised. During
March 1999, the Company mutually rescinded the issuance of 1,400,000 of such
exercised shares and canceled the corresponding options. As of March 26,
1999, the Company had no options outstanding and had 1,400,000 shares
remaining issuable under the Plan.
As of March 26, 1999, the Company had 1,800,000 shares of its Common
Stock, or approximately 64.84% of the total outstanding shares, which were
control shares held by management, and 145,593 shares, or approximately 5.24%
of the total outstanding shares, which were restricted shares as defined in
Rule 144 promulgated by the U.S. Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended. Of the number of restricted
shares, management believes that 30 could presently be sold pursuant to Rule
144; the Company has not agreed to register any outstanding restricted
shares. None of the shares of Common Stock is being, nor have any such shares
been proposed to be, publicly offered by the Company.
At March 26, 1999, the Company had approximately 74 shareholders of
record as reported by the Company's transfer agent. The transfer agent for
the Company is Fidelity Transfer Company, 1800 South West Temple, Suite 301,
Salt Lake City, Utah 84115; telephone number (801) 484-7222.
Since its inception the Company has not paid any dividends on its common
stock and the Company does not anticipate that it will pay dividends in the
foreseeable future.
On January 28, 1999, the Company issued 5,000 shares each to Richard A.
Ford and Radd C. Berrett, officers, directors and 10% shareholders of the
Company. Each person paid $2,500 for such shares. The shares were issued
without registration under the Act by reason of the exemption from
registration afforded by the provisions of Section 4(2) thereof, as
transactions by an issuer not involving any public offering, each recipient of
securities having delivered appropriate investment representations to
Registrant with respect thereto and having consented to the imposition of
restrictive legends upon the certificates evidencing such securities. No
underwriting discounts or commissions were paid in connection with such
issuances.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company is a development stage company. It has had no revenues from
operations during the fiscal years ended December 31, 1997 and 1998, or from
January 1, 1994 (the commencement of the development stage) to December 31,
1998. Expenses of the Company increased from $9,053 in 1997 to $16,491 in
1998, due largely to the cost of preparing delinquent periodic reports filed
with the Securities and Exchange Commission.
The Company has entered into a letter of intent with Ragula Systems, Inc.
("Ragula"). As part of the letter of intent, the Company proposes to raise
approximately $5,000,000 for the operations and obligations of Ragula through
the sale of up to 2,000,000 shares of common stock of the Company. No
definitive agreement has yet been entered into by the parties. If no
definitive agreement is entered into, or if the transaction is not
consummated, the Company intends to continue to seek a suitable business
venture.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company are set forth immediately
following the signature page of this annual report.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
On December 10, 1998, the Board of Directors authorized the engagement of
Andersen Andersen & Strong, Certified Public Accountants, as independent
auditors of the Company for the year ended December 31, 1998. The decision to
retain Andersen Andersen & Strong, and not to re-engage Marvin B. Seidman, the
former independent auditor, was made by the Board of Directors on such date.
The decision not to re-engage Mr. Seidman did not involve a dispute with the
Company over accounting policies or practices. The report of Mr. Seidman on
the Company's financial statements for the year ended December 31, 1997, did
not contain an adverse opinion or disclaimer of opinion, nor was it modified
as to uncertainty, audit scope, or accounting principals. In connection with
the audit of the Company's financial statements for such year ended December
31, 1997, there were no disagreements with Mr. Seidman on any matters of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to the satisfaction of Mr.
Seidman, would have caused such firm to make reference to the matter in its
report.
Neither the Company, nor anyone on its behalf, has consulted Andersen
Andersen & Strong regarding the application of accounting principles to a
specific completed or contemplated transaction, or the type of audit opinion
that might be rendered on the Company's financial statements, and neither
written nor oral advice was provided by Andersen Andersen & Strong that was an
important factor considered by the Company in reaching a decision as to any
accounting, auditing, or financial reporting issue.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
General
The following table sets forth certain information regarding the current
directors and executive officers of the Company:
POSITION(S) WITH
NAME AGE THE COMPANY DIRECTOR SINCE
Radd C. Berrett 34 President & CEO 1998
Richard A. Ford 43 Secretary, Treasurer, CFO, and 1998
Principal Accounting Officer
Jeanie Hildebrand 45 -- 1998
There are no family relationships among any of the directors or executive
officers of the Company.
The following information is furnished for each of the executive officers
and directors of the Company and for the Designees:
RADD C. BERRETT has served as the President and Chief Executive Officer
of the Company since October 1998. Since June 1994 he has been employed by
H.M.E as manager of operations. H.M.E. is a Utah corporation in the business
of marketing and public relations. From September 1993 to September 1996 he
was employed by a subsidiary of Freecom, a Utah corporation engaged in
marketing liquidated merchandise.
RICHARD A. FORD has served as the Secretary, Treasurer, CFO, and
Principal Accounting Officer of the Company since October 1998. Since January
1998 he has been an independent insurance agent offering senior care
insurance. From 1992 to 1997 Mr. Ford was employed by Honda of Kirkland, a
Honda dealership, as the service manager.
JEANIE HILDEBRAND has, since 1993, been employed by Control Technology,
Inc., an electrical equipment distributor, as a customer service
representative and department manager.
Each director of the Company is elected to hold office until the next
annual meeting of the shareholders and until his or her successor is elected
and duly qualified. The bylaws state that the annual meeting of shareholders
shall be held on the fourth Saturday of April each year.
Section 16(a) Beneficial Ownership Reporting Compliance
For the fiscal year ended December 31,1998, the following are persons,
who were directors, officers, or beneficial owners of more than 10% of the
Common Stock during such fiscal year, and who failed to file on a timely basis
reports required by Section 16(a) of the Securities Exchange Act of 1934
during such fiscal year or any prior fiscal year:
Number of
Transactions Not
Number of Reported on
Name Position Late Reports Timely Basis
Richard R. Cook Director & Officer Three (Forms 3, Two
4 & 5)*
Donald S. Thayer Director & Officer Three (Forms 3, Two
4 & 5)*
James A. Thumser Director & Officer Three (Forms 3, Two
4 & 5)*
Radd C. Berrett Director, Officer, & One (Form 3) One
10% Shareholder
Richard A. Ford Director, Officer, & One (Form 3) One
10% Shareholder
Jeannie Hildebrand Director One (Form 3) One
The Ford Group 10% Shareholder One (Form 3) One
*None of the referenced Form 3s, 4s, or 5s has been filed.
ITEM 10. EXECUTIVE COMPENSATION
There has been no compensation awarded to, earned by, or paid to any of
the executive officers of the Company during the years ended December 31,
1998, 1997, or 1996.
For the years ended December 31, 1997 and 1998, the Board of Directors
authorized the issuance of 315 shares to each director for active service as a
director during such year. No shares were issued under such arrangement for
the year ended December 31, 1998, and the Board of Directors has discontinued
such arrangement for the year ending December 31, 1999.
The Company has no written employment contracts with any of its executive
officers. No executive officer has entered into any compensatory plan or
arrangement with the Company with respect to any resignation, retirement, or
any other termination of such executive officer's employment with the Company
or from a change in control of the Company, or a change in any executive
officer's responsibilities following any change of control.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information furnished by current
management concerning the ownership of common stock of the Company as of March
26, 1999, of (i) each person who is known to the Company to be the beneficial
owner of more than 5 percent of the Common Stock; (ii) all directors and
executive officers; and (iii) directors and executive officers of the Company
as a group:
Amount and Nature
Name and Address of Beneficial
of Beneficial Owner Ownership(1) Percent of Class
Radd C. Berrett 772,787 27.84%
3156 East Old Mill Cir.
Salt Lake City, UT 84121
Richard A. Ford 772,786(2) 27.84%
10584 S. 700 E. Suite 228
Sandy, UT 84070
Jeanie Hildebrand 467,786(3) 16.85%
3187 South Higbee Cir.
West Valley, UT 84119
Executive Officers and Directors
as a Group (3 Persons) 1,945,573(4) 70.08%
(1) Unless otherwise indicated, this column reflects amounts as to which
the beneficial owner has sole voting power and sole investment power.
(2) Of these shares, Mr. Ford owns directly 711,070 shares. The balance
of 61,716 are held by other members of the Ford Group. Mr. Ford is a member
of, and the representative for, the Ford Group which, as a group, owns 67,787
shares (including 6,070 shares held directly by Mr. Ford as part of the group)
acquired on or about September 30, 1998. Mr. Ford is deemed to share voting
control of the remaining 61,716 shares beneficially owned by him with such
group. In addition to Mr. Ford, the Ford Group consists of the following
persons who own directly the number of shares indicated: Development
Investors, a Nevada corporation controlled by Gary Harden (6,756 shares);
Carmen Williams (6,756 shares); Jeannie Hildebrand, an officer and a director
of the Company (6,756 shares); Edward Hall, Jr. (3,834 shares); Mary Ross
(3,834 shares); Terra Equity, a Nassau, Bahamas corporation controlled by
Martin Trembly (6,756 shares); Lana Hall (6,756 shares); Billie Suter (6,756
shares); Jones and Johnson, a Wyoming corporation controlled by Wayne Jones
(6,756 shares); and Asset Transfer, a Utah limited liability company
controlled by Boyd Mackay (6,756 shares). Each of the members of the group is
deemed to share voting control of the shares with the other members of the
group. The group has agreed to vote these shares, together with the shares
owned by Mr. Berrett, for current management until such time as a new business
venture is located for the Company. The members of the Ford Group acted
together in acquiring these shares beneficially owned by the group, but have
no arrangement or understanding pertaining to the disposition of such shares.
There is no understanding or arrangement known to management regarding any
shares purchased subsequent to those acquired on or about September 30, 1998.
(3) Of these shares, Ms. Hildebrand owns directly 406,756 shares. Ms.
Hildebrand is a member of the Ford Group and is therefore deemed to share
voting control of the remaining 61,031 shares with such group (see note 2
above).
(4) Of these shares, 772,787 are owned directly by Mr. Berrett; 711,070
are held directly by Mr. Ford; 406,756 are owned directly by Ms. Hildebrand;
and 54,960 are owned directly by the individual members of the Ford Group,
excluding the shares owned directly by Mr. Ford and Ms. Hildebrand.
On March 16, 1999, the Company entered into a letter of intent with
Ragula Systems, Inc. ("Ragula"). The letter of intent provides for the
preparation of a definitive agreement which, if closed, would result in the
issuance of approximately 6,000,000 shares to the shareholders of Ragula. The
letter of intent also provides that the Company would raise a minimum of
$5,000,000 through the issuance of approximately 2,000,000 shares, and that
management of the Company would be changed to persons designated by Ragula.
Thus, if the definitive agreement should close, the shareholders of Ragula
would own approximately 60% of the outstanding stock and such persons would
assume control of the Company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the year ended December 31, 1997, certain former officers and
directors of the Company maintained a close relationship with Au
International, Inc. ("Au"), a chapter S corporation organized in 1990. Au is
the owner of certain mining claims on approximately 43,000 acres of land in
the State of Alaska, of which 7,320 had been optioned to the Company. The
Company no longer holds any option to such mining claims and has no
relationship to or interest in Au.
In January 1999, the Company issued 5,000 shares each to Radd C. Berrett
and Richard A. Ford, 10% shareholders, officers, and directors of the Company,
for $2,500 each.
Also in January 1999, the Company granted options to Mr. Berrett, Mr.
Ford, and Jeannie Hildebrand, a director of the Company, to purchase shares of
common stock of the Company. The Company granted 700,000 options each to Mr.
Berrett and Mr. Ford, and 400,000 options to Ms. Hildebrand. The options were
exercisable at $.0025 per share and were exercised in full by the parties
during January 1999.
ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K
(a)(1) Financial Statements. The following financial statements are
included in this report:
Report of Andersen Andersen & Strong, Certified Public Accountants
Balance Sheet at December 31, 1998
Statements of Operations for the years ended December 31, 1998
and 1997, and for the period from inception of the development
stage (January 1,1994) through December 31, 1998
Statement of Changes in Stockholders' Equity from January 1, 1994,
through December 31, 1998
Statements of Cash Flows for the fiscal years ended December 31,
1998 and 1997, and for the period from inception of the
development stage (January 1,1994) through December 31, 1998
Notes to Financial Statements
(a)(2) Exhibits. The following exhibits are included as part of this report:
Exhibit No. Description of Exhibit Page
2.1 Letter of Intent with Ragula Systems, Inc. *
3.1 Articles of Incorporation **
3.2 Articles of Amendment filed September 9, 1994 **
3.3 Articles of Amendment filed September 9, 1996
3.4 By-Laws of the Company currently in effect **
4.1 Form of certificate evidencing shares of Common Stock **
4.2 1997 Non-Qualified Stock Option Plan, as amended ***
4.3 Form of option certificate ***
10.1 Agreement for Purchase and Sale of Assets dated
March 31, 1997
16.1 Letter on change in certifying accountant ****
23.1 Consent of Andersen Andersen & Strong
*Incorporated by reference from the Company's Current Report on Form
8-K dated March 16, 1999 (file no. 0-27728).
**Incorporated by reference from the Company's registration statement
on Form 10 filed with the Securities and Exchange Commission, file no.0-27728.
***Incorporated by reference from the Company's registration statement
on Form S-8 filed with the Securities and Exchange Commission, file
no.333-70433.
****Incorporated by reference from the Company's Current Report on
Form 8-K dated December 10, 1998.
(b) Reports on Form 8-K: During the fourth quarter of the fiscal year
ended December 31, 1998, the Company filed a Form 8-K dated September 30,
1998, to report a change of control under item 1, and filed a Form 8-K dated
December 10, 1998, to report the change of accountants under item 4.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CALDERA CORPORATION
Date: March 30, 1999 By: /s/ Radd C. Berrett, President
By: /s/ Richard A. Ford, Principal
Accounting Officer and Chief
Financial Officer
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacitates and
on the dates indicated.
By: /s/ Radd C. Berrett, Director March 30, 1999
By: /s/ Richard A. Ford, Director March 30, 1999
By: /s/ Jeanie Hildebrand, Director March 30, 1999
<PAGE>
CALDERA CORPORATION
FINANCIAL STATEMENTS AND REPORT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
December 31, 1998
Board of Directors
Caldera Corporation
Salt Lake City, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of Caldera Corporation ( a
development stage company), Inc. at December 31, 1998 and the statements of
operations, stockholders' equity, and cash flows for the years ended December
31, 1998 and 1997 and the period from January 1, 1994 (date of inception of
development stage) to December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free 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 financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Caldera Corporation at
December 31, 1998 and the results of operations, and cash flows for the
years ended December 31, 1998 and 1997, and the period from January 1, 1994
(date of inception of development stage ) to December 31, 1998, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The company's management intends to
acquire interests in various business opportunities which will require
additional capital to succeed in that effort, which raises substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are described in Note 4. These financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
Salt Lake City, Utah
February 5, 1999
<PAGE>
CALDERA CORPORATION
(A Development Stage Company)
BALANCE SHEET
December 31, 1998
ASSETS
CURRENT ASSETS
Cash $ 5,163
Total Current Assets $ 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, 176,250 shares issued
and outstanding 441
Capital in excess of par value 72,982
Accumulated deficit (77,056)
Total Stockholders' Equity
(deficiency) (3,633)
$ 5,163
<PAGE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CALDERA CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1998, and 1997 and the Period from
January 1, 1994 (date of inception of developement stage) to December 31,
1998
January 1, 1994 to
December 31, December 31, (note 1)
1998 1997 December 31, 1998
REVENUES $ - $ - $ -
EXPENSES 16,491 9,053 146,440
NET LOSS - operations (16,491) (9,053) (146,440)
OTHER INCOME
Gain on transfer of assets
and assumption of liabilities
by related party - note 1 - 94,024 94,024
NET PROFIT
(LOSS) $ (16,491) $ 84,971 $ (52,416)
GAIN (LOSS) PER
COMMON SHARE
Basic
Loss before other income $ - $ ( .05)
Other income - .56
Net income (loss) (.10) .51
Diluted (.02) .13
AVERAGE OUTSTANDING SHARES
Basic 166,250 166,250
Diluted 666,250 666,250
The accompanying notes are an integral part of these financial statements.
<PAGE>
CALDERA CORPORATION
( A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period From January 1, 1994 (date of inception of development
stage) to December 31, 1998
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
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
Balance December 31, 1997 166,250 416 60,149 (60,565)
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)
The accompanying notes are an integral part of these financial statements.
<PAGE>
CALDERA CORPORATION
( A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1998, and 1997 and the Period from
January 1, 1994 (date of inception of development stage) to December 31,
1998
January 1, 1994 to
(Note 1)
December 31, December 31,
1998 1997 December 31, 1998
CASH FLOWS FROM
OPERATING ACTIVITIES
Net profit (loss) $ (16,491) $ 84,971 $ (52,416)
Adjustments to reconcile
net loss to net cash
provided by operating
activities
Change in accounts payable 8,796 8,820 138,745
Gain on transfer of assets - (94,024) (94,024)
Net Cash Used by Operations (7,695) (233) (7,695)
CASH FLOWS FROM INVESTING
ACTIVITIES
- - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance
of common capital stock 5,000 - 5,000
Cash contributed to
capital 7,858 - 7,858
Net Increase (Decrease) in
Cash 5,163 (233) 5,163
Cash at Beginning of Period - 233 -
Cash at End of Period $ 5,163 $ - $ 5,163
SCHEDULE OF NONCASH
INVESTING AND FINANCING
ACTIVITIES
Issuance of 27,500 shares of
common stock for a mining lease - 1994 $ 6,875
The accompanying notes are an integral part of these financial statements.
<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 May 3, 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.
On April 26, 1997 the remaining assets of the Company 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.
During 1996 the Company set up a stock option plan covering 500,000 unissued
common shares of the Company. At December 31, 1998 no shares had been issued
under the plan however during January 1999 the number of options were
increased and exercised. (see subsequent events)
The Company has been in the developement stage since January 1, 1994.
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 a 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 2014
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.
<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 and accounts
payable, 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
Related parties owned 51% of the outstanding stock on December 31, 1998 and
45% after the options were exercised in January 1999.
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.
6. SUBSEQUENT EVENTS
On January 4, 1999 the Company amended the stock option plan to increase the
number of shares from 500,000 to 4,000,000 at $0.0025 per share in connection
with an S-8 registration.
During January 1999 the options were exercised.
<PAGE>
Exhibit 3.3
ARTICLES OF AMENDMENT
The current name of the Corporation is Caldera Corporation, Inc. The Articles
of Incorporation are amended as follows: The name of the Corporation is hereby
changed to Caldera Corporation.
The undersigned secretary of the Corporation certifies that said amendment was
adopted by the shareholders at the annual meeting on April 27, 1996. Said
amendment was approved by all of the shares present which number was
sufficient for approval.
Date: August 27, 1996 /s/ Donald S. Thayer, Corporate Secretary
STATE OF FLORIA
COUNTY OF VOLUSIA
The foregoing instrument was subscribed to and sworn before me this 27th day
of Sugust 1996, by DONALD S. THAYER who is personally known to me and who did
take an oath.
/s/ Richard R. Cook
Notary Signature
Exhibit 10.1
AGREEMENT FOR PURCHASE AND SALE OF ASSETS
THIS AGREEMENT is made at Daytona Beach, Florida, as of the 31st Day of
March, 1997 by Au International, Inc., hereinafter referred to as the
Purchaser, and Caldera Corporation, hereinafter referred to as the Seller.
RECITAL
The Purchaser desires to purchase and receive from the Seller, and the
Seller desires to sell and assign to the Purchaser, all of the Seller's
properties, assets, and business.
AGREEMENT
THEREFORE, in consideration of the mutual promises and conditions herein
contained, the parties hereby agree as follows:
Purchase and Sale
(1) Upon the terms and subject to all of the conditions herein and
the performance by each of the parties hereto of their respective obligations
hereunder the Purchaser agrees to purchase from the Seller, and the Seller
agrees to sell and deliver to the Purchaser on the Closing Date, all of the
Seller's properties, assets, and business as a going concern, other than its
cash on hand and in banks, records, name and seal, all of which shall be
retained by the Seller. The properties, assets, and business so to be
conveyed and delivered included those described or referred to in the
financial statement for the period ending March 31, 1997 attached hereto.
Purchase Price
(2) Subject to the terms and conditions of this Agreement, and in
full consideration for the conveyance, transfer, and delivery of the Seller's
properties, assets and business to the Purchaser as provided herein, at the
Closing:
The Purchaser will assume all of the Seller's liabilities and indemnify and
hold harmless the Seller, its officers, directors, employees and shareholders
from any liabilities whether or not contingent that arose prior to June 30,
1997.
Allocation of Purchase Price
Closing and Certain Related Matters
(3)(a) The Closing shall be on June 30, 1997 or such other date as
the parties hereto shall mutually agree. The time and place of the Closing
shall be such as the parties hereto shall mutually agree.
Instruments of Conveyance and Transfer
(b) At the Closing:
(i) The Seller will deliver to the Purchaser such deeds, bills of
sale, endorsements, assignments, and other good and sufficient instruments of
conveyance and transfer and containing full warranties of title, as shall be
effective to vest in the Purchaser good, absolute, and marketable title to the
properties, assets, and business being transferred to the Purchaser by the
Seller, free and clear of all liens, charges and encumbrances, and
restrictions whatsoever; and
(ii) The Seller will deliver to the Purchaser all the contracts,
dealer franchises, agreements, commitments, and rights pertaining to the
Seller's business and other data relating to its assets, business, and
operation.
(iii) Simultaneously with such deliver, the Seller will take all such
steps as may be requisite to put the Purchaser in actual possession,
operation, and control of the properties, assets, and business to be
transferred hereunder.
Sales and Transfer Taxes and Pees
(c) All applicable sales, transfer, documentary, use, filing, and
other taxes and fees that may be due or payable as a result of the conveyance,
assignment, transfer, or delivery of the property, assets, or business to be
conveyed and transferred as provided herein whether levied on the Seller or
the Purchaser shall be borne by the Seller. The parties agree that the
Purchaser shall not pay any such tax, but that all such taxes shall he paid by
the Seller, subject to its right in good faith to contest the validity or
amount thereof by proper proceedings at its expense.
Further Assurances to Purchaser
(d) From time to time, after the Closing, at the request of the
Purchaser, the Seller will execute and deliver to the Purchaser such other
instruments of conveyance and transfer and take such other action as the
Purchaser may reasonably require more effectively to convey, transfer to, and
vest in the Purchaser, and to put the Purchaser in possession of, any of the
properties or assets to be conveyed, transferred, and delivered to the
Purchaser hereunder.
Representations and Warranties by Seller
(6) As a material inducement to the Purchaser to execute and perform
its obligations under this Agreement, the Seller hereby represents and
warrants to the Purchaser as follows:
Litigation
(a) There are no actions, suits, or proceedings pending or threatened
against the Seller or affecting any of its properties or rights, at law or in
equity, or before any federal, state, municipal, or other governmental agency
or instrumentality, domestic or foreign, nor is the Seller or any of its
officers or directors aware of any facts which to its or their knowledge might
result in any such action, suit, or proceeding. The Seller is not in default
with respect to any order or decree of any court or of any such governmental
agency or instrumentality, except as set out in the Seller's Form 10 now on
file with the SEC. The Buyer is aware of the Alaska litigation and is
familiar with the information in the Form 10.
Compliance With Law and other Instruments
(b) The Seller in not in violation of any term or provision of any
charter, bylaw, mortgage, indenture, contract, agreement, instrument,
judgment, decree, order, statute, rule or regulation, and the execution and
delivery of and performance and compliance with this Agreement will not result
in the violation of or be in conflict with or constitute a default under any
such term or provision or result in the creation of any mortgage, lien,
encumbrance, or charge upon any of the properties or assets of the Seller
pursuant to any such term or provision.
Title to Properties and Assets
(c) The Seller has good, absolute, and marketable title to all of its
properties and assets being sold to the Purchaser pursuant to this Agreement
including without limitation those reflected in the Balance Sheet (other than
inventory since sold or disposed of in the ordinary course of business) and
those described or referred to in the Financial statements as of March 31,
1997 Exhibit A hereto, held in each case subject to no lease, mortgage,
pledge, lien, charge, security interest, encumbrance or restriction
whatsoever. The furniture, fixtures, and equipment of the Seller are in good
condition and repair, reasonable wear and tear excepted.
Patents and Trademarks
(d) The Seller has no knowledge of any claim or reason to believe
that it is or may be infringing or otherwise acting adversely to the rights of
any person under or in respect of any patent, trademark, service mark, trade
name, copyright, license, or other similar intangible right. The Seller is
not obligated or under any liability whatever to make any payments by way of
royalties, fees, or otherwise to any owner or licensee of or other claimant to
any patent, trademark, trade name, copyright, or other intangible asset with
respect to the use thereof or in connection with the conduct of its business
or otherwise.
No Default
(e) The Seller is not in default in any respect under any of the
contracts, agreements, leases, documents, or other commitments to which it is
a party or otherwise bound. Except as set out in the Seller's Form 10 now on
file with the SEC. The Buyer is aware of the Alaska litigation and in
familiar with the information in the Form 10.
Disclosure
(f) No representation or warranty by the Seller in this Agreement or
in any writing attached hereto, contains or will contain any untrue statement
of material fact or omits or will omit to state any material fact (of which
the Seller or any of its directors or stockholders has knowledge or notice)
required to make the statements herein or therein contained not misleading.
Nature and Survival of Representations and Warranties
(7) The representations and warranties contained in and made pursuant
to this Agreement shall survive the execution and delivery of this Agreement
and all inspections, examinations, and audits made at any time by or on behalf
of any of the parties.
Indemnification
(8) The Seller shall, and hereby agrees to, indemnify and hold
harmless, the Purchaser at all times from and after the Closing Date against
and in respect to any damages, as hereinafter defined. Damages, as used
herein, shall include any claims, actions, demands, losses, costs, expenses,
liabilities (joint or several), penalties, and damages, including counsel fees
incurred in investigating or in attempting to avoid the same or oppose the
imposition thereof, resulting to the Purchaser from (a) any materially
inaccurate representation made by the Seller in or under this Agreement; (b)
breach of any of the warranties made by the Seller in or under this Agreement;
(c) breach or default in the performance by the Seller of any of the covenants
to be performed by it hereunder; and (d) any debts, solute, contingent, or
otherwise, due or to become due, except those obligations specifically assumed
by the Purchaser in Paragraph (2)(b) of this Agreement.
Demands and Actions
(9) The Purchaser agrees that promptly upon receipt by it of notice
of any demand, assertion, claim, action, or proceeding, judicial or otherwise,
with respect to any matter as to which the Seller separate agreement) have
agreed to indemnify the Purchaser under the provisions of this Agreement, the
Purchaser will give prompt notice thereof in writing to the Seller, together,
in each instance, with a statement of such information respecting such demand,
assertion, claim, action, or proceeding as the Purchaser shall then have. The
Seller reserves the right to content and defend by all appropriate legal or
other proceeding with respect to which it or its stockholders shave been
called upon to indemnify the Purchaser under the provisions of this Agreement;
provided, however, that:
(a) Notice of the intention so to contest shall be delivered to the
Purchaser within twenty (20) calendar days from the date of receipt by the
Seller of notice of the assertion of such demand, assertion, claim, action, or
proceeding;
(b) The Seller shall pay all costs and expenses of such contest,
including all attorneys' and accountants' fees and the cost of any bond
required by law to be posted in connection with such contest; and
(c) Such contest shall be conducted by reputable attorneys employed
by the Seller at the Seller's expense, but the Purchaser shall have the right
to participate in such proceedings and to be represented by attorneys of its
own choosing, at its own cost and expense.
If after such opportunity, the Seller does not elect to participate, or
does not participate in any such proceedings, the Seller and its stockholders
shall be bound by the results obtained by the Purchaser, including without
limitation and out-of-court settlement or compromise.
If requested by the Seller, the Purchaser agrees to cooperate with the
Seller in contesting any demand, assertion, or claim which the Seller elects
to contest, or, if appropriate, in the making of any counterclaim or demand
against the person asserting such demand, assertion, or claim or any
cross-complaint against any person; but the Seller will reimburse the
Purchaser for any expenses incurred by the Purchaser in so cooperating with
the Seller. If such counterclaim or cross-complaint results in receipt by the
Purchaser of amounts in excess of the amount which is subject to any such
demand, assertion, or claim, such excess shall first be applied to the payment
of the reasonable costs and expenses of the Seller incurred in connection with
such contest, counterclaim, or cross-complaint, and the balance retained by
the Purchaser.
Miscellaneous
(10)(a) This Agreement shall not be assignable by the Seller or
Purchaser without the consent of the other. Nothing in this Agreement,
expressed or implied, is intended to confer upon any person, other than the
parties hereto and their successors any rights or remedies under or by reason
of this Agreement.
Expenses
(b) Each of the parties shall bear all expenses incurred by them in
connection with this Agreement and in the consummation of the transactions
contemplated hereby and in preparation thereof.
Amendment and Waiver
(c) This Agreement may be amended or modified at any time and in all
respects, or any provisions may be waived by an instrument in writing
executed by the Purchaser and the Seller, or either of them in the case of a
waiver.
Parties in Interest
(d) All the terms and provisions of this Agreement shall be binding
upon and inure to the benefit of, and be enforceable by, the Seller and the
Purchaser and their successors and assigns.
Integrated Agreement
(e) This Agreement constitutes the entire agreement between the
parties hereto, and there are no agreements, understandings, restrictions,
warranties, or representations between the parties other than those set forth
herein or herein provided for.
PURCHASER: Au International, Inc.
By /s/ Donald S. Thayer, President
SELLER: Caldera Corporation
By /s/ Richard R. Cook, President
<PAGE>
ANDERSEN ANDERSEN & STRONG, L.C.
Certified Public Accountants
The undersigned accounting firm hereby consents to the use of its audit
report dated February 5, 1999, and to the use of the name of the undersigned
firm, in the annual report of Caldera Corporation on Form 10-KSB for the year
ended December 31, 1998, and to the incorporation of such annual report, and
the audit report and use of the undersign's name, in the registration
statement of Caldera Corporation on Form S-8 (SEC File No. 333-70433).
Date: March 30, 1999
/s/ Andersen Andersen & Strong, L.C.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 5,163
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,163
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 5,163
<CURRENT-LIABILITIES> 8,796
<BONDS> 0
0
0
<COMMON> 441
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 5,163
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 16,491
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> (16,491)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (16,491)
<EPS-PRIMARY> (.10)
<EPS-DILUTED> (.02)
</TABLE>
