<PAGE>
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 March 31, 1997
----------------
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
KALAN GOLD CORPORATION
----------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1357927
- ---------------------------------------------------------------------------
(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
- ---------------------------------------------------------------------------
(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. 7,052,500 common
shares outstanding as of May 13, 1997
- ---------------------------------------------------------------------------
The document is comprised of 8 pages.
<PAGE>
KALAN GOLD CORPORATION
(A DEVELOPMENT STAGE COMPANY)
INDEX
PART I Item 1. FINANCIAL INFORMATION PAGE
----
Condensed balance sheet as of
March 31, 1997 ............................... 2
Condensed statements of operations,
three months ended March 31, 1997
and 1996 and January 1, 1993 through
March 31, 1997................................ 3
Condensed statements of cash flows,
three months ended March 31, 1997
and 1996 and January 1, 1993
through March 31, 1997 ....................... 4
Notes to condensed financial
statements ................................... 5
Item 2. PLAN OF OPERATION .............................. 6
PART II OTHER INFORMATION .............................. 7
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 ..................................... 8
-1-
<PAGE>
PART I. Item 1. FINANCIAL INFORMATION
KALAN GOLD CORPORATION
(a Development Stage Company)
Condensed Balance Sheet
ASSETS
March 31,
1997
---------
Cash .................................................. $ 38,783
Prepaid expenses ...................................... 1,362
Furniture and equipment ............................... 5,446
Accumulated depreciation .............................. (717)
Mining concession acquisition costs ................... 59,904
---------
$ 104,778
---------
---------
LIABILITIES AND SHAREHOLDERS' DEFICIT
LIABILITIES
Accounts payable .................................... $ 4,431
Advance from affiliate .............................. 30,026
Current portion of long-term debt ................... 49,754
Long-term notes payable ............................. 23,182
---------
Total liabilities ................................ 107,393
---------
SHAREHOLDERS' DEFICIT
Common stock ........................................ 71
Additional paid in capital ................. ........ 25,635
Deficit accumulated during development .............. (28,321)
---------
Total shareholders' deficit ....................... (2,615)
---------
Total liabilities and shareholders' deficit ...... $ 104,778
---------
---------
See accompanying notes to condensed financial statements.
-2-
<PAGE>
KALAN GOLD CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Condensed Statement of Operations
January 1, 1993
Three Months Ended (inception)
March 31, Through
---------------------- March 31,
1997 1996 1997
--------- --------- ---------------
GAIN ON SALE OF PROPERTIES .... $ 86,041 $ - $ 86,041
COSTS AND EXPENSES
General & Administrative .... 54,523 28 114,462
Depreciation ................ 454 - 717
Interest .................... 743 - 3,160
--------- --------- ---------
NET INCOME (LOSS)... $ 30,321 $ (28) $ (32,298)
--------- --------- ---------
--------- --------- ---------
See accompanying notes to condensed financial statements.
-3-
<PAGE>
KALAN GOLD CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Condensed Statement of Cash Flows
January 1,
1993
Three Months Ended (inception)
March 31, Through
---------------------- March 31,
1997 1996 1997
--------- ------ ---------
NET CASH (USED IN)
OPERATING ACTIVITIES (53,445) (28) (106,976)
--------- ------ ---------
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 ................. - - 90,971
Repayment of affiliate
advance ................... (60,945) - (60,945)
Payments of long-term debt .. - - (30,000)
Capital contribution ........ - - 3,700
NET CASH (USED IN)
FINANCING ACTIVITIES (60,945) - 3,726
--------- ------ ---------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS......... 31,555 (28) 37,249
Cash and cash equivalents,
beginning of year ........... 7,228 647 1,534
--------- ------ ---------
CASH AND CASH EQUIVALENTS,
END OF YEAR ................. $ 38,783 $ 619 $ 38,783
--------- ------ ---------
--------- ------ ---------
See accompanying notes to condensed financial statements.
-4-
<PAGE>
KALAN GOLD CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to Condensed Financial Statements
March 31, 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 March 31, 1997, an affiliate of the
Company made short-term cash advances to the Company for working
capital purposes. The Company repaid approximately $107,445 of these
advances with the proceeds from the sale of certain mining concessions.
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.
-5-
<PAGE>
PART I. Item 2. PLAN OF OPERATION
KALAN GOLD CORPORATION
(A DEVELOPMENT STAGE COMPANY)
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. At March 31, 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. Other than the sale of the mining concessions, there have been no
material changes to the Company's financial condition during the quarter to
which this Quarterly Report is filed.
RESULTS OF OPERATIONS
No 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, filing fees, legal and accounting fees, transfer
agent costs, interest and depreciation.
-6-
<PAGE>
PART II. OTHER INFORMATION
KALAN GOLD CORPORATION
(A DEVELOPMENT STAGE COMPANY)
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:
January 9, 1997
January 14, 1997
March 10, 1997
March 17, 1997
-7-
<PAGE>
KALAN GOLD CORPORATION
(A DEVELOPMENT STAGE COMPANY)
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
March 31, 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:
--------------------- -------------------------------------
James M. Baum
President
-8-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 38,783
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 40,145
<PP&E> 65,350
<DEPRECIATION> (717)
<TOTAL-ASSETS> 104,778
<CURRENT-LIABILITIES> 107,393
<BONDS> 0
0
0
<COMMON> 71
<OTHER-SE> (2,686)
<TOTAL-LIABILITY-AND-EQUITY> 104,778
<SALES> 0
<TOTAL-REVENUES> 86,041
<CGS> 0
<TOTAL-COSTS> 54,977
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 743
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 30,321
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
