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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Caldera Corporation
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(Name of Issuer)
Common Stock, $.0025 par value
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(Title Class of Securities)
12877P109
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(CUSIP Number)
Brice Scheschuk
133 Richmond Street West, #401
Toronto, Ontario M5H 2L3
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 28, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 Pages
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SCHEDULE 13D
CUSIP No. 12877P109 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Brice Scheschuk
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)*
(a)|_|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*(See Instructions)
PF - Personal Funds
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canadian
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7 SOLE VOTING POWER
405,000
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 825,000
WITH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
825,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 6 Pages
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Item 1. Securities and Issuer
The class of equity securities to which this statement relates is the
Common Stock, $.0025 par value, of Caldera Corporation ("Company"), a Florida
corporation, whose principal executive offices are located at 133 Richmond
Street West, #401, Toronto, Ontario Canada M5H 2L3.
Item 2. Identity and Background
This statement is filed on behalf of Brice Scheschuk ("Scheschuk").
Scheschuk is a Canadian citizen. The business address of Scheschuk is 133
Richmond Street West, # 401, Toronto, Ontario, Canada M5H 2L3. Scheschuk is a
director and the Secretary of the Company and of its wholly-owned subsidiary,
Level Jump Financial Group, Inc.
Scheschuk has not been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) during the last five years.
Scheschuk has not been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in any judgment, decree
or final order enjoining it from engaging in future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws during the last five years.
Item 3. Source and Amount of Funds or Other Consideration
Scheschuk acquired 790,625 shares of the Common Stock reported upon in
this Schedule 13D as owned by it pursuant to an exchange transaction between the
Company and the stockholders of Level Jump Financial Group, Inc. The remaining
34,375 shares of Common Stock are subject to an employee option which is
currently exercisable. If Scheschuk makes future acquisitions of the Common
Stock, it is anticipated he will use personal funds. Scheschuk has not borrowed
and does not contemplate borrowing any funds to acquire Common Stock.
Item 4. Purpose of Transactions
Scheschuk acquired 790,625 shares of Common Stock pursuant to a Plan
and Agreement of Exchange between the Company and the stockholders of Level Jump
Financial Group, Inc., a Colorado corporation ("Level Jump") in a transaction
where the Company acquired Level Jump as a subsidiary ("Exchange Transaction")
by the purchase of the outstanding Common Stock of Level Jump.
(a) Scheschuk may from time to time, in the ordinary course, purchase
or sell his shares of Common Stock, subject to applicable securities laws and
reporting obligations. Scheschuk does not have any agreements to acquire or
dispose of any shares of Common Stock at this time, other than the Option
Agreements between ZDG Holdings Inc. and Mr. David Roff.
(b) Scheschuk does not plan to cause any extraordinary corporate
transaction such as a merger, reorganization or liquidation involving the
Company. Scheschuk, as a director of the Company, does intend to cause the
Company to acquire assets, operating businesses or other entities from time to
time. One or more of these transactions may result in changes in the
capitalization of the Company.
Page 3 of 6 Pages
<PAGE>
Alternatively, a transaction may require a corporate merger or reorganization.
Currently Scheschuk does not contemplate any transaction that must be reported
under this subsection.
(c) Scheschuk does not plan to cause the sale or transfer of a material
amount of the assets of the Company.
(d) Scheschuk does not plan to cause any immediate change in the board
of directors or management of the Company other than has occurred pursuant to
the Exchange Transaction. Notwithstanding the foregoing, Scheschuk may act to
increase the number of directors in connection with development of the Company
and acquisitions by the Company.
(e) Scheschuk does not plan to cause any change in the charter, by-laws
or similar instruments of the Company or to take other actions which may impede
the acquisition of control of the Company by any person, except for (i) the
creation of various series of preferred stock to implement the reorganization of
Level Jump and thestockpage in connection with the merger of Level Jump into the
Company and (ii) to update the charter and bylaws which will include various
pre-notification provisions for shareholder nominations and proposals and
limitations on shareholders' ability to call special meetings.
The reorganization in part will permit the Exchangeable Shares
of thestockpage.com inc, a subsidiary of the Company, to be extinguishable on
issuance of up to 5,912,500 shares of Common Stock of the Company, and issuance
of preferred stock of the Company to duplicate voting rights of the currently
outstanding preferred stock of Level Jump equal in number shares of Common Stock
issuable to extinguish the Exchangeable Shares. The reorganization will also
cause the 1999 Performance Equity Plan of Level Jump to be assumed by the
Company on a ratio of 1.375 for one for an aggregate of 2,750,000 subject to the
plan, of which 1,375,000 shares are subject to outstanding stock options.
(f) Scheschuk does not plan to cause any class of the securities of the
Company to be delisted from any trading medium or to cause the equity securities
of the Company to be terminated from registration under Section 12(g)(4) of the
Securities Exchange Act of 1934.
Item 5. Interest in Securities of the Issuer
Scheschuk beneficially owns an aggregate of 825,000 shares of Common
Stock, represented by (i) 790,625 shares issued and outstanding and (ii) 34,375
shares subject to an option issued by Level Jump under the 1999 Performance
Equity Plan which will be assumed by the Company upon the reorganization of the
Company and Level Jump is completed. Together these shares represent a
beneficial ownership of 10.5% of the outstanding shares of Common Stock.
Item 6. Contracts, Agreements, Understandings or Relationship with
Respect to Securities of Issuer
Scheschuk has agreements with ZDG Holdings Inc. and Mr. David Roff
regarding the voting and right to acquire up to an aggregate of 420,000 shares
of Common Stock. These agreements give ZDG Holdings Inc. and Mr. Roff the right
to vote 252,000 and 168,000 shares, respectively, on all matters before the
stockholders of the Company and the right to buy the shares at $.25 at any time,
and from time to time, until October 26, 2004.
Page 4 of 6 Pages
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Item 7. Materials to be Filed as Exhibits
(10.1) Voting Agreement between ZDG Holdings Inc. and Brice
Scheschuk dated October 21, 1999. (Incorporated by
reference from Exhibit 4.1 of Form 8-K filed by
Caldera Corporation for an event date of October 28,
1999.)
(10.2) Option Agreement between ZDG Holdings Inc. and Brice
Scheschuk dated October 26, 1999 (Incorporated by
reference from Exhibit 4.5 of Form 8-K filed by
Caldera Corporation for an event date of October 28,
1999.)
Page 5 of 6 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: November 12, 1999
/s/ Brice Scheschuk
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Brice Scheschuk
Page 6 of 6 Pages
