SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                     FORM 10-KSB

               [ X ]  Annual Report Pursuant to Section 13 or 15(d) of
                         The Securities Exchange Act of 1934

                     For the fiscal year ended December 31st 1997
                           Commission file number 2-93426-D

                                    CALDERA, INC.
                              -------------------------
                    (Name of Small Business issuer in its Charter)


                            DELAWARE                        87-0419568
          ---------------------------------------------  -----------------
                 (State or other jurisdiction of         (I.R.S. Employer
                 incorporation or organization)         Identification No.)

           9 1/2 Casimir St. Toronto. Ontario. Canada         M5T 2P6
          ---------------------------------------------  -----------------
            (Address of principal executive offices)        (Zip Code)

             Issuer's telephone number including area code:  416 603-9184

          Securities Registered Pursuant to Section 12(b) of the Exchange
          Act:

                                                      NAME OF EACH EXCHANGE
                         TITLE OF CLASS                ON WHICH REGISTERED
         ---------------------------------------------  -----------------
                              None                            None


          Securities Registered Pursuant to Section 12(g) of the Exchange
          Act:

                                                      NAME OF EACH EXCHANGE
                         TITLE OF CLASS                ON WHICH REGISTERED
         ---------------------------------------------  -----------------
                              None                            None

             Check whether the Issuer (1) filed all reports required to be
          filed by Section 13 or 15(d) of the Securities Exchange Act of
          1934 during the past 12 months (or for such shorter period that
          the Issuer was required to file such reports), and (2) has been
          subject to such filing requirements for the past 90 days.
          Yes [ X ]   No [   ]

             Check if there is no 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
          Issuer's knowledge, in definitive proxy or information statements
          incorporated by reference in Part III of this Form 10-KSB or any
          amendments to this Form 10-KSB  [ X ]

             State Issuer's revenues for its most recent fiscal year: 
          $0.00.

             The aggregate market value of the Issuer's voting and non-
          voting common stock held by non-affiliates computed was
          approximately $0.00 on March 29, 1998 and as of May 31, 1998.

             As of March 29, 1998, the Issuer had 3,345,000 shares
          outstanding of its common stock, par value $0.01.

             Transitional Small Business Disclosure Format:  (Check one): 
          Yes [   ]  No [ X ]


                         DOCUMENTS INCORPORATED BY REFERENCE

             List hereunder the following documents if incorporated by
          reference and the part of the Form 10-KSB (e.g., Part I, Part II,
          etc.) into which the document is incorporated (1) any annual
          report to security holders, (2) any proxy or information
          statement; and (3) any prospectus filed pursuant to rule 424(b)
          or (c) under the Securities Act of 1933.

             No annual report to securities holders, proxy statement or
          prospectus is incorporated herein by reference.


          <PAGE>


                                        PART I


          ITEM 1.   DESCRIPTION OF BUSINESS

          HISTORY AND ORGANIZATION OF ISSUER PRIOR TO NOVEMBER 1988

               Caldera, Inc., a Delaware corporation, (the "Issuer"), is a
          shell corporation with no business or assets.  It is seeking to
          acquire a company which would become the business of the Issuer. 
          On May 26, 1998, the Issuer entered into a letter of intent to
          acquire International Fidelity Holding Corp. and its wholly-owned
          subsidiary, International Surety & Casualty Corp., a Texas
          insurance company, in exchange for a controlling interest in the
          Issuer.  The parties entered into a definitive Stock Purchase
          Agreement, dated as of July 7. 1998.  These companies are engaged
          in the property and casualty insurance business, primarily
          reinsurance of automobile insurance products in the State of
          Texas.  The transaction would be subject to stockholder approval
          of the Agreement and related proposals, and regulatory consent. 
          The proxy material is to be sent to the Company';s stockholders
          for a special meeting to be held in late August.  No assurance
          can be given that this transaction will be successfully
          consummated.

               The Issuer was formerly MW Companies, Inc. ("MW Companies"),
          the successor corporation to Sansidra Corporation ("Sansidra"). 
          Sansidra was organized under the laws of the state of Nevada on
          September 19, 1984, and initially sold 160,000 shares of common
          stock to its officers, directors and others.  On December 31,
          1984, Sansidra completed a public offering of 700,000 shares of
          common stock pursuant to a registration statement on Form S-18
          that became effective November 9, 1984.  As a result of the
          public offering, there were 860,000 shares of Sansidra common
          stock issued and outstanding as of December 31, 1984.  Sansidra
          also had a total of 70,000 warrants outstanding which were sold
          to the underwriter pursuant to the 1984 public offering.  These
          warrants had entitled the holder to purchase one share of common
          stock for each warrant at a price of $0.75 per share at any time
          prior to November 8, 1989.

               On May 3, 1985, Sansidra acquired 80% of the outstanding
          capital stock of LUSA, Inc. (at the time known as Lundeen USA,
          Inc.), a Delaware corporation ("LUSA"), from Mantle White
          Company, a Delaware corporation ("Mantle White"), pursuant to an
          Agreement and Plan of Reorganization dated May 3, 1985 (the
          "Reorganization Agreement"), between Sansidra and Mantle White. 
          In exchange for said interest in LUSA, Sansidra issued to Mantle
          White 1,100,000 shares of common stock; 80,000 shares of
          non-voting redeemable convertible preferred stock, par value
          $0.01; warrants to purchase 900,000 shares of common stock
          exercisable during the two-year period ending May 15, 1987, at an
          exercise price of $0.625 per share, or by exchange of the
          remaining 20% of the outstanding capital stock of LUSA at the
          exchange ratio of one share of LUSA for each 10,000 shares of
          Sansidra common stock; and warrants to purchase an additional
          570,000 shares of common stock exercisable during the four year
          period ending May 15, 1989, at an exercise price of $1.00 per
          share.  Each share of Sansidra redeemable preferred stock was
          convertible into ten shares of common stock on or before December
          31, 1986, at $0.50 per share of common stock received.  The
          preferred stock, if not converted, had to be redeemed by the
          Company on December 31, 1986, at a redemption price of $0.05 per
          share.  Such shares were redeemed at December 31, 1986, in
          exchange for a note payable.

               On May 7, 1985, LUSA acquired all of the issued and
          outstanding common stock of Lundeen Coatings Corporation, a
          California corporation ("Lundeen"); Controlled Coatings
          Corporation, a California corporation ("Controlled"); Lundeen
          Coatings International, a California corporation
          ("International"); and Lundeen TBT Holding, Inc., a Delaware
          corporation (hereinafter collectively referred to as the "Lundeen
          Group").  Controlled and International were subsequently merged
          into Lundeen.


                                      -1-
     <PAGE>

               Effective December 31, 1985, Sansidra merged with and into
          MW Companies.  MW Companies was organized on December 20, 1985,
          for the sole purpose of entering into this merger transaction. 
          As part of the merger Sansidra changed its state of domicile to
          Delaware and changed its name to MW Companies, Inc.  In addition,
          the merger effected a 1-for-50 reverse stock split carried out by
          exchanging one share of MW Companies' common stock for each 50
          shares of Sansidra's common stock and exchanging one share of MW
          Companies' Convertible Preferred Stock, Series A for each 50
          shares of Sansidra's Convertible Preferred Stock, Series A.  All
          references to the number of common and preferred shares for all
          periods presented in this annual report have been adjusted to
          reflect this 1-for-50 reverse stock split.

               Due to cash flow problems and prevailing economic conditions
          in the industry in which these operations were conducted, the
          management of MW Companies concluded that it would be in the best
          interests of the shareholders of MW Companies to divest its
          assets and seek alternative business opportunities.

               Effective March 31, 1988, MW Companies entered into an
          Agreement with Mantle White for the sale of substantially all of
          MW Companies' assets.  Pursuant to the Agreement, MW Companies
          transferred to Mantle White all of its ownership interest in LUSA
          and its two operating subsidiaries, Lundeen and Applied Systems
          Company ("Applied"), through which MW Companies' operations were
          then conducted.  In June 1988, upon the closing of the Agreement,
          the Issuer changed its name to Caldera, Inc.

               On September 14, 1988, the Issuer completed the sale of
          2,300,000 shares of common stock, at $0.05 per share for an
          aggregate of $115,000.  Following the transaction the Issuer had
          a total of 3,345,000 shares of Common Stock issued and
          outstanding.

               In October and November 1988, the Issuer made loans of
          $50,000 to Pegasus Truck Cab, Inc. ("Pegasus").  In November
          1988, the Issuer elected to convert the loans into 50,000 shares
          of Pegasus common stock, and purchased an additional 25,000
          shares of Pegasus common stock for a purchase price of $25,000. 
          Pegasus' principal activities had been research, design and
          development of an aerodynamic cabover style truck cab (the
          "Pegasus Cab").  The research, design and development led to the
          development of a model and basic mold for the completion of a
          prototype, installation and testing of the Pegasus Cab.  Pegasus
          had begun limited marketing of the Pegasus Cab, had sold only one
          Pegasus Cab and had incurred substantial losses related to its
          business since its inception.  On December 31, 1990, the Board of
          Directors reviewed the status of the Issuer and decided that
          there had been a significant deterioration in the investment in
          Pegasus Cab and that the investment was insolvent.  The Board
          accordingly decided to write off the investment in Pegasus. 
          Since 1991, the Issuer has been dormant seeking business
          opportunities.

          ITEM 2.   DESCRIPTION OF PROPERTY

               The Issuer's current office is at 9 1/2 Casimir St. Toronto,
          Ontario, Canada, M5T 2P6.  The space is free of charge as it is
          sub-let from Ronald K. Mann an officer and director of the
          Issuer.  There is no rent agreement.  It is anticipated that the
          Issuer will continue to remain in such premises until such time
          as it locates a business opportunity for participation by it, at
          which time the Issuer may be required to rent space suitable for
          its needs.


          ITEM 3.   LEGAL PROCEEDINGS

               The Issuer is not a party to any material pending legal
          proceedings, and to the best knowledge of the Issuer, no such
          proceedings have been threatened.


                                      -2-
     <PAGE>


          ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               During the Issuer's fourth fiscal quarter ended December 31,
          1997, no matters were submitted to a vote of the security holders
          of the Issuer.


                                       PART II


          ITEM 5.   MARKET FOR ISSUER'S COMMON STOCK AND RELATED
                    STOCKHOLDER MATTERS

               The Issuer's shares of Common Stock are eligible for trading
          in the over-the-counter market, however they are not currently
          listed in the National Quotation Bureau's "pink sheets".

               The following table sets forth, for the periods indicated,
          the high and low bid quotations of the common stock:


                                                        $           $
                                                    HIGH BID     LOW BID
                                                    ---------    -------
           1996

           Quarter ended March 31  . . . . . . .       0.00       0.00
           Quarter ended June 30 . . . . . . . .       0.00       0.00
           Quarter ended September 30  . . . . .       0.00       0.00
           Quarter ended December 31 . . . . . .       0.00       0.00


           1997

           Quarter ended March 31  . . . . . . .       0.00       0.00
           Quarter ended June 30 . . . . . . . .       0.00       0.00
           Quarter ended September 30  . . . . .       0.00       0.00
           Quarter ended December 31 . . . . . .       0.00       0.00




          No dividends have been paid on the Common Stock, and the Issuer
          does not anticipate paying dividends in the foreseeable future. 
          On March 29, 1998, there were approximately 369 holders of record
          of the Common Stock.


          ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
                    OPERATION

          RESULTS OF OPERATIONS

          Year ended December 31, 1997 vs. Year ended December 31, 1996


          Overall Results of Operations

               For the years ended December 31, 1997 and 1996, the Issuer
          had no significant activities.


                                      -3-
     <PAGE>


          REVENUES

               For the years ended December 31, 1997 and 1996, the Issuer
          had no revenues.

          GROSS PROFIT

               For the years ended December 31, 1997 and 1996, the Issuer
          had no gross profit.

          SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

               For each of the years ended December 31, 1997 and 1996, the
          Issuer had administrative expenses of $2000, which expenses
          related to preparations of periodic reports filed with the
          Securities and Excluding Commission.

          OTHER INCOME AND EXPENSES

               For the years ended December 31, 1997 and 1996, the Issuer
          had no other income or expenses.

          LIQUIDITY AND CAPITAL RESOURCES

               For the years ended December 31, 1997 and 1996, the Issuer
          had no liquidity and or assets.  The Issuer will continue its
          search for a suitable business opportunity. (See "ITEM 1. --
          BUSINESS").  The Issuer may need additional working capital to
          accomplish a business acquisition, but does not have any
          arrangements with respect to obtaining additional capital.


                                    BALANCE SHEETS

                                          AT DECEMBER 31,  AT DECEMBER 31,
                                               1997             1996
                                          --------------   --------------

           Total Current Assets  . . . .         0                0

           Total Current Liabilities . .         0           17,000

           Stockholders' Deficit . . . .        (0)         (17,000)


                               STATEMENT OF OPERATIONS

                                          AT DECEMBER 31,  AT DECEMBER 31,
                                               1997             1996
                                           -------------   --------------

           Revenues  . . . . . . . . . .         0                0

           Net income (loss) . . . . . .    (2,000)          (2,000)

           Net income (loss) per share
              of Common Stock  . . . . .       Nil              Nil




                                      -4-
     <PAGE>


          ITEM 7.   FINANCIAL STATEMENTS

                                    CALDERA, INC.
                                 FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 
                             (EXPRESSED IN U.S. DOLLARS)

                                                                   CONTENTS
          -----------------------------------------------------------------


          AUDITORS' REPORT                                                6

          FINANCIAL STATEMENTS

                    Balance Sheets                                        7

                    Statements of Operations and Deficit                  8

                    Statements of Changes in Cash Flows                   8

                    Notes to Financial Statements                         9




                                      -5-
     <PAGE>

                                                            AUDITOR' REPORT
          -----------------------------------------------------------------



          TO THE SHAREHOLDERS OF

          CALDERA, INC.

          We have audited the accompanying balance sheets of CALDERA, Inc.
          as at December 31, 1997 and 1996 and the related statement of
          operations, and changes in cash flows for each of the two years
          in the period ended December 31, 1997.  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 Canadian generally
          accepted auditing standards.  Those standards require that we
          plan and perform the audit to obtain reasonable assurance 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.  We believe that
          our audits provides 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, Inc. at December 31, 1997 and 1996, and the results
          of its operations and the changes in its cash flows for each of
          the two years in the period ended December 31, 1997 in conformity
          with United States generally accepted accounting principles.

          (signed) BDO Dunwoody

          Chartered Accountants

          Toronto, Canada
          June 3, 1998


                                      -6-
     <PAGE>


          -----------------------------------------------------------------

                                    CALDERA, INC.
                                    BALANCE SHEETS
                             (EXPRESSED IN U.S. DOLLARS)

           December 31                                      1997      1996
           -------------------------------------------      ----      ----


           ASSETS                                     $  -      $  -     
           ---------------------------------------------------- ---------

           LIABILITIES AND SHAREHOLDERS' EQUITY
           (DEFICIENCY)


           CURRENT
                Accounts payable                      $  -      $  17,000
                                                      --------- ---------


           SHAREHOLDERS' EQUITY (DEFICIENCY)
                Share capital (Note 2)                  608,152   589,152
                Deficit                                (608,152) (606,152)
                                                      --------- ---------

                                                         -        (17,000)
                                                      --------- ---------
                                                      $  -      $  -     
           --------------------------------------------------------------
           On behalf of the Board:
           

           (signed)  Ronald K. Mann           Director
           ---------------------------------

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                      -7-
     <PAGE>


          -----------------------------------------------------------------

                                    CALDERA, INC.
                         STATEMENTS OF OPERATIONS AND DEFICIT
                             (EXPRESSED IN U.S. DOLLARS)


           FOR THE YEARS ENDED DECEMBER 31                  1997      1996
           ------------------------------------------       ----      ----


           EXPENSES

                Administrative                        $   2,000  $   2,000
                                                     ---------------------
           NET LOSS FOR THE YEAR                         (2,000)    (2,000)

           DEFICIT, beginning of year                  (606,152)  (604,152)
                                                     ---------------------
           DEFICIT, end of year                       $(608,152) $(606,152)
           ---------------------------------------------------------------

           LOSS PER COMMON SHARE                      $  -       $  -     
           ---------------------------------------------------------------


           ---------------------------------------------------------------


                                    CALDERA, INC.
                         STATEMENTS OF CHANGES IN CASH FLOWS
                             (EXPRESSED IN U.S. DOLLARS)


           FOR THE YEARS ENDED DECEMBER 31                1997      1996
           ------------------------------------------     ----      ----

           CASH PROVIDED BY (USED IN)


           OPERATING ACTIVITIES
                Net loss for the year                $    2,000 $  (2,000)


           Change in non-cash working capital balance
                Increase (decrease) in accounts
                payable                                  (2,000)    2,000
                                                     --------------------
           INCREASE IN CASH FOR THE YEAR                 -         -     

           CASH, beginning of year                       -         -     
                                                     --------------------
           CASH, end of year                         $   -     $   -     
           --------------------------------------------------------------


    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                      -8-
     <PAGE>


          -----------------------------------------------------------------
                                    CALDERA, INC.
                            NOTES TO FINANCIAL STATEMENTS
                             (EXPRESSED IN U.S. DOLLARS)


          DECEMBER 31, 1997 AND 1996
          -----------------------------------------------------------------

          1.  INCORPORATION AND NATURE OF BUSINESS

            CALDERA, Inc. (the "Company") is incorporated under the laws of
            the State of Delaware.  Since 1989, the Company has been
            inactive with no assets and no business focus.

          -----------------------------------------------------------------

          2.  SHARE CAPITAL

            (a) Authorized

                  50,000,000 shares of common stock with a par value of $.01 
                     5,000,000 shares of preferred stock

            (b) Issued - Common Stock


                                   NUMBER                 ADDITIONAL   TOTAL
                                     OF                     PAID IN    SHARE
                                   SHARES   CONSIDERATION   CAPITAL   CAPITAL

              Balance,
               December 31,
               1996              $3,345,000     $33,450    $555,702   $589,152
              Additional
               paid in
               capital 1997             -           -        19,000     19,000
                                  ---------   ---------    --------   --------

              Balance,
               December 31,
               1997              $3,345,000     $33,450    $574,702   $608,152
                                  ---------   ---------    --------   --------

          -----------------------------------------------------------------


          3.  SUPPLEMENTAL INFORMATION OF NON-CASH INVESTING AND FINANCING
              ACTIVITIES

            During 1997, the directors and officers waived amounts owed to
            them by the Company.  Accounts payable of $19,000 have been
            reclassified to additional paid in capital to reflect this
            forgiveness.

          -----------------------------------------------------------------
          4.  INCOME TAXES

            The Company has not filed income tax returns with the
            Department of the Treasury, Internal Revenue Service since
            December 31, 1989 and is, therefore, unable to determine its
            net operating loss carry forward for income tax purposes.  Such
            losses will give rise to a related income tax benefit by
            reducing the amount of income taxes otherwise payable in future
            years.

            Realization of the income tax benefits is dependent upon
            generating future taxable income.  Based on positive and
            negative evidence available at December 31, 1997 and 1996, a
            valuation allowance would have been recorded for the entire net
            deferred income tax assets at December 31, 1997 and 1996.

          -----------------------------------------------------------------

          5.  SUBSEQUENT EVENTS

            On May 26, 1998 CALDERA, Inc. entered into a Letter of Intent
            to purchase 100% of the outstanding common shares of
            International Surety & Casualty Company, a Texas corporation
            whose business focus is an insurance company, for 46,655,000
            common shares of CALDERA, Inc.


                                      -9-
     <PAGE>


          ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE

                  None

                                       PART III


          ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                    PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
                    ACT

            Set forth below are the name and age of each executive officer
          and director of the Issuer, together with all positions and
          offices held by each as of June 20, 1998:
                                     -------------

             NAME               AGE          POSITION
             ----               ---          --------

             Scott Griffith      36          Director
             Ronald Mann         47          Director, Vice President,
                                              Secretary and Treasurer
             Michael Nixon       35          Director

          All board members will continue in their positions until the next
          annual meeting of stockholders or until his successor has been
          elected and qualified.

             Set forth below is biographical information for each of the
          Issuer's officers and directors.

             Mr. Griffith has been a director of the Issuer since June 5,
          1998 and a shareholder in the law firm of Griffith & Nixon, P.C.
          in Dallas, Texas for more than the last five years.

             Mr. Mann has been a director of the Issuer since 1988, and its
          Vice President, Secretary and Treasurer since 1991.  He is a
          barrister and solicitor in Toronto, Ontario, Canada.

             Mr. Nixon has been a director of the Issuer since June 5, 1998
          and a shareholder in the law firm of Griffith & Nixon, P.C. in
          Dallas, Texas for more than the last five years.

             The Issuer is not subject to Section 16 of the Exchange Act.


          ITEM 10.  EXECUTIVE COMPENSATION

          COMPENSATION

             During the fiscal year ended December 31, 1997, no officer or
          director received compensation from the Issuer.  Cash
          Compensation paid during the fiscal year to all officers and
          directors as a group (2 persons) was nil.  There are no warrants
          or options outstanding to directors or officers.


          ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
                    MANAGEMENT

             The following table sets forth, as of June 20, 1998, the
          number of shares of the Issuer's Common Stock, par value $0.01,
          held of record or beneficially by each person who held of record,
          or was known by the Issuer to own beneficially, more than 5% of
          the Issuer's Common Stock, and the name and shareholdings of each
          officer, director, and all officers and directors as a group:


                                     -10-
     <PAGE>
                                     
                NAME AND ADDRESS OF                                 % OF
                 BENEFICIAL OWNERS         BENEFICIAL OWNERSHIP    CLASS
           -----------------------------   --------------------    -----
                                            NATURE (1)    AMOUNT
                                            ----------    ------
           PRINCIPAL SHAREHOLDERS:

           Marc A. Sparks                 Indirect (2)  800,000     23.9%
           4635 McEwen Road
           Dallas, Texas  75224

           F. Jeffrey Nelson              Indirect (2)  800,000     23.9%
           4635 McEwen Road
           Dallas, Texas  75224

           U.S. Fidelity Holding Corp.    Direct        800,000     23.9%
           4635 McEwen Road
           Dallas, Texas  75224
           
           Julius Karosen and Hannah      Direct        400,000     12.0%
           Karosen Trust
           10108 Empyrean Way, #204
           Los Angeles,
            California  90067

           Robert K. Bench                Direct        215,000      6.4%
           1889 North 1500 East           Indirect (3)   73,000      2.2%
           Provo, Utah  84604

           OFFICERS AND DIRECTORS:
           Scott Griffith                                     0        0%
           Ronald Mann                                        0        0%
           Michael Nixon                                      0        0%
           All Officers and Directors                         0        0%
           as a Group (3 persons)

          (1)  All shares owned directly are owned beneficially and of
               record.

          (2)  Messrs. Sparks and Nelson are principal shareholders of U.S.
          Fidelity Holding Corp. and may be deemed the    beneficial owners
          of the shares owned of record by it.  U.S. Fidelity is affiliated
          with International Fidelity Holding   Corp. ("IFHC"),  see Item 1
          of this Report.  

          (3)  Consists of 23,000 shares owned of record by Mr. Bench's
          wife, Mary Bench, and 50,000 shares owned of record    by Little
          Hollow Farms, a family partnership.


          ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

             Subject to stockholder approval, the Issuer is negotiating an
          agreement to purchase IFHC and its wholly-owned International
          Surety & Casualty Corp.  The shareholders of IFHC consist of Marc
          A. Sparks, F. Jeffrey Nelson and a third person.  Messrs Sparks
          and Nelson are the only stockholders of U.S. Fidelity Holding
          Corp., the principal stockholder of the Company.


                                      -11-
     <PAGE>

                                       PART IV


          ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

          (A)  EXHIBITS

             Exhibit 3   -  Articles of Incorporation and By-laws

             Exhibit 27  -  Financial Data Schedule


          (B)  REPORTS ON FORM 8-K

             During the last quarter of the fiscal year ended December 31,
          1997, the Issuer filed no reports on Form 8-K.


                                      -12-
     <PAGE>


                                      SIGNATURES

             Pursuant to the requirements of Section 13 or 15(d) of the
          Securities Exchange Act of 1934, as amended, the Issuer has duly
          caused this report to be signed on its behalf by the undersigned,
          thereunto duly authorized.


                                           CALDERA, INC.


          Dated:  July 23, 1998            By /s/ Ronald K. Mann         
                                             ------------------------------
                                              Ronald K. Mann, Vice 
                                               President and Treasurer


             Pursuant to the requirements of section 13 or 15(d) of the
          Securities Exchange Act of 1934, as amended, the Issuer had duly
          caused this report to be signed on its behalf by the following
          persons on behalf of the Issuer and in the capacities and on the
          dates indicated.


          Dated:  July 21, 1998            By /s/ Scott Griffith 
                                             ------------------------------
                                              Scott Griffith, Director


          Dated:  July 23, 1998            By /s/ Ronald K. Mann 
                                             ------------------------------
                                              Ronald K. Mann, Director,
                                               Vice President and 
                                               Treasurer


          Dated:  July 21, 1998            By /s/ Michael Nixon  
                                             ------------------------------
                                              Michael Nixon, Director


             SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
          PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934,
          AS AMENDED, BY NON-REPORTING ISSUERS.

             The Issuer has not sent to its security holders an annual
          report for the fiscal year ended December 31, 1997 or proxy
          material as no security holders meetings have been held in the
          past several years.  Subsequent to filing this report the Issuer
          may be calling a special meeting of stockholders to authorize the
          transactions contemplated in the May 26, 1998 letter of intent,
          assuming a definitive agreement is reached.  Should such meeting
          be called, the Issuer shall furnish copies of the proxy material
          to the securities and Exchange Commission at the time such
          material is sent to security holders.


                                      -13-
     <PAGE>


                                  EXHIBIT INDEX


            Exhibit         Description
            -------         -----------

               3            Articles of Incorporation and Bylaws

              27            Financial Data Schedule