UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
__X__ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
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OR
_____ 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 0-25658
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Kalan Gold Corporation
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(Exact name of registrant as specified in its charter)
Colorado 84-1357927
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Tower I, Suite 340, 12835 E. Arapahoe Road Englewood, Colorado 80112
(Address of principal executive offices)
(303) 706-1606
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(Registrant's telephone number, including area code)
(Former name, former address and former
fiscal year if changed since last year)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes __X__ No _____
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes _____ No _____
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
7,090,000 common shares outstanding as of November 5, 1997
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The document is comprised of 9 pages.
<PAGE>
Kalan Gold Corporation
(a Development Stage Enterprise)
Index
Page
Part I Item 1. Financial Information ----
Condensed balance sheet as of
September 30, 1997 ......................... 2
Condensed statements of operations,
three and nine months ended September 30,
1997 and 1996 and January 1, 1993 through
September 30, 1997 ......................... 3
Condensed statements of cash flows,
nine months ended September 30, 1997
and 1996 and January 1, 1993 through
September 30, 1997 ......................... 4
Notes to condensed financial
statements ................................. 5
Item 2. Plan of operation ............................ 7
Part II
- ------- Other information ............................ 8
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote
of Security Holders
Item 5. Other information
Item 6. Exhibits and Reports on Form 8-K
Signatures ................................... 9
-1-
<PAGE>
Part I. Item 1. Financial information
Kalan Gold Corporation
(a Development Stage Enterprise)
Condensed Balance Sheet
September 30, 1997
ASSETS
Cash .................................................. $ 1,109
Furniture and equipment ............................... 5,446
Accumulated depreciation .............................. (1,134)
Mining concession acquisition costs ................... 59,904
------------
$ 65,325
============
LIABILITIES AND SHAREHOLDERS' DEFICIT
LIABILITIES
Accounts payable and accrued expenses ............... $ 1,414
Advance from affiliate .............................. 73,026
Current portion of long-term debt ................... 50,165
Long-term notes payable ............................. 25,654
-----------
TOTAL LIABILITIES 150,259
-----------
SHAREHOLDERS' DEFICIT
Common stock ........................................ 71
Additional paid in capital ................. ........ 26,385
Deficit accumulated during development .............. (111,390)
-----------
TOTAL SHAREHOLDERS' DEFICIT (84,934)
-----------
$ 65,325
===========
See accompanying notes to condensed financial statements.
-2-
<PAGE>
KALAN GOLD CORPORATION
(a Development Stage Enterprise)
Condensed Statements of Operations
<TABLE>
<CAPTION>
January 1,
1993
Three months ended Nine months ended (Inception)
September 30, September 30, through
----------------------- ------------------------ September 30,
1997 1996 1997 1996 1997
----------- ----------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C>
COSTS AND EXPENSES
General and administrative ..................... $ 38,761 $ 10,733 $ 134,292 $ 16,038 $ 190,254
Depreciation ................................... 290 - 871 - 1,134
----------- ----------- ----------- ------------ ------------
OPERATING LOSS (39,051) (10,733) (135,163) (16,038) (191,388)
NONOPERATING INCOME
Gain on sale of properties ..................... - - 86,041 - 86,041
INTEREST EXPENSE ................................ (1,209) - (3,626) - (6,043)
----------- ----------- ----------- ------------ ------------
NET LOSS $ (40,260) $ (10,733) $ (52,748) $ (16,038) $ (111,390)
=========== =========== =========== ============ ============
Weighted average shares outstanding ............. 7,090,000 3,347,021 7,069,167 3,347,021 2,616,535
=========== =========== =========== ============ ============
Net (loss) per share ............................ $ * $ * $ * $ * $ (0.04)
=========== =========== =========== ============ ============
</TABLE>
* Less than $.01
See accompanying notes to condensed financial statements.
-3-
<PAGE>
KALAN GOLD CORPORATION
(a Development Stage Enterprise)
Condensed Statements of Cash Flows
<TABLE>
<CAPTION>
January 1,
1993
(inception)
Nine Months Ended Through
September 30, September 30,
1997 1996 1997
---------- ----------- -----------
<S> <C> <C> <C>
NET CASH (USED IN)
OPERATING ACTIVITIES (134,869) (15,829) (188,400)
---------- ----------- -----------
INVESTING ACTIVITIES:
Purchase of equipment ....... - - (5,446)
Sale of interest in mining
concessions ............... 145,945 - 145,945
---------- ----------- -----------
NET CASH PROVIDED BY
INVESTING ACTIVITIES 145,945 - 140,499
---------- ----------- -----------
FINANCING ACTIVITIES:
Proceeds from advances from
affiliate ................. 37,000 10,544 127,971
Repayment of affiliate
advance ................... (54,945) - (54,945)
Payments of long-term debt .. - - (30,000)
Capital contribution ........ 750 5,027 4,450
---------- ----------- -----------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES (17,195) 15,571 47,476
---------- ----------- -----------
NET (DECREASE) IN CASH
AND CASH EQUIVALENTS......... (6,119) (258) (425)
Cash and cash equivalents,
beginning of year ........... 7,228 647 1,534
---------- ----------- -----------
CASH AND CASH EQUIVALENTS,
END OF YEAR ................. $ 1,109 $ 389 $ 1,109
=========== =========== ===========
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest .................. $ - $ - $ -
Income taxes .............. $ - $ - $ -
NONCASH INVESTING AND FINANCING TRANSACTIONS:
Common stock issued for
services .................. $ - $ - $ 15
</TABLE>
See accompanying notes to condensed financial statements.
-4-
<PAGE>
KALAN GOLD CORPORATION
(a Development Stage Enterprise)
Notes to Condensed Financial Statements
September 30, 1997
Note A: Basis of presentation
The financial statements presented herein have been prepared by the
Company in accordance with the accounting policies in its annual 10-KSB
report dated December 31, 1996 and should be read in conjunction with
the notes thereto.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair
presentation of operating results for the interim periods presented have
been made.
Interim financial data presented herein are unaudited.
Note B: Related party transactions
During the three months ended September 30, 1997, an affiliate of the
Company made short-term cash advances totalling $37,000 to the Company
for working capital purposes.
Note C: Gain on sale of properties
On February 18, 1997, the Company entered into an agreement with Trio
Gold Corporation, an Alberta private corporation (Trio), whereby Trio
purchased a fifty percent ownership interest in the Ahanta and Esikaman
mining concessions. Proceeds from the sale were approximately $145,945.
Trio also agreed to expend approximately $384,000 on certain exploration
and geochemical work performed, by an affiliate of the Company, and
future exploration and geochemical work to be performed by Trio, related
to the two properties.
Note D: Shareholders' deficit
On November 14, 1996, the Company reserved 237,500 shares of common
stock for issuance under a non-compensatory stock option plan.
The options allow the officers of the Company to purchase 37,500, 75,000
and 125,000 shares of common stock at $.02 per share. The officers were
vested and the options were exercisable as of the grant date.
-5-
<PAGE>
KALAN GOLD CORPORATION
(a Development Stage Enterprise)
Notes to Condensed Financial Statements
September 30, 1997
Note D: Shareholders' deficit, continued
On May 27, 1997, an officer paid $750 to exercise his option for 37,500
shares of the Company's common stock, leaving 200,000 shares of the
stock option plan outstanding and exercisable at September 30, 1997. The
remaining stock options expire on November 14, 2001.
Note E: Income taxes
The Company records its income taxes in accordance with Statement of
Financial Accounting Standard No. 109, "Accounting for Income Taxes".
Continuing net operating losses during the quarter ended September 30,
1997 were offset by an increase to the valuation allowance of $6,039.
-6-
<PAGE>
KALAN GOLD CORPORATION
(a Development Stage Enterprise)
Part I. Item 2. Plan of operation
The plan of the Company's management, for the next twelve months, is that the
Company will focus on the gold mining business, initially, solely with respect
to the two mining concessions acquired in 1996. The Company's management plans
to develop operations in conjunction with their joint venture partner, Trio Gold
Corporation. The Company plans to continue to acquire loans from an affiliate to
finance its development stage operations. Trio is the designated operator of the
gold properties. Trio is continuing their geochemistry program in preparation
for core drilling. At September 30, 1997 the Company had three employees and
does not anticipate materially increasing the number of employees in the next
twelve months.
Financial condition
The sale of certain mining concessions as discussed in Note C to the financial
statements, provided the Company with cash to repay working capital advances
received from an affiliate and also provided liquidity for operations. There
have been no other material changes to the Company's financial condition during
the quarter to which this Quarterly Report is filed.
Results of operations
No income producing operations were conducted during the most recent quarter.
Expenses, since year end and in the current quarter, consisted of rent and
office expenses, salaries, travel, postage, accounting fees, transfer agent
costs, interest and depreciation.
-7-
<PAGE>
KALAN GOLD CORPORATION
(a Development Stage Enterprise)
Part II. Other Information
Item 1. Legal Proceedings
not applicable
Item 2. Changes In Securities
not applicable
Item 3. Defaults Upon Senior Securities
not applicable
Item 4. Submission Of Matters To A Vote Of Security Holders
not applicable
Item 5. Other Information
not applicable
Item 6. Exhibits and Reports On Form 8-K
a) Exhibits
not applicable
b) Reports On Form 8-K were filed on:
not applicable
-8-
<PAGE>
KALAN GOLD CORPORATION
(a Development Stage Enterprise)
SIGNATURES
The financial information furnished herein has not been audited by an
independent accountant; however, in the opinion of management, all adjustments
(only consisting of normal recurring accruals) necessary for a fair presentation
of the results of operations for the three months ended September 30, 1997 have
been included.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Kalan Gold Corporation
(Registrant)
Date:_____________________ /s/Sandy Altberger
----------------------------------------
Sandy Altberger
President
-9-
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000940516
<NAME> Kalan Gold Corporation
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-START> JUL-1-1997 JAN-1-1997
<PERIOD-END> SEP-30-1997 SEP-30-1997
<EXCHANGE-RATE> 1.000 1.000
<CASH> 1,109 1,109
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 1,109 1,109
<PP&E> 5,446 5,446
<DEPRECIATION> (1,134) (1,134)
<TOTAL-ASSETS> 65,325 65,325
<CURRENT-LIABILITIES> 124,605 124,605
<BONDS> 0 0
0 0
0 0
<COMMON> 71 71
<OTHER-SE> (84,863) (84,863)
<TOTAL-LIABILITY-AND-EQUITY> 65,325 65,325
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 39,051 135,163
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 1,209 3,626
<INCOME-PRETAX> (40,260) (52,748)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (40,260) (52,748)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (40,260) (52,748)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
