UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 1998
-------------------------------
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 Identification No.)
incorporation or organization)
Tower I, Suite 340, 12835 E. Arapahoe Road, Englewood, Colorado 80112
---------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(303) 706-1606
----------------------------------------------------
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if
changed since last report.)
Indicate by check whether the registrant (1) has filed all reports required to
be filed by Section 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 _____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock, $.00001 par value 7,290,999
- -------------------------------- ---------------------------------------------
Class Number of shares outstanding at June 30, 1998
This document is comprised of 9 pages.
<PAGE>
FORM 10-QSB
2ND QUARTER
INDEX
Page
------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements *
Condensed balance sheet as of
June 30, 1998 (Unaudited) 3
Condensed statements of operations -
Three and six months ended
June 30, 1998 and 1997 (Unaudited) 4
Condensed statements of cash flows -
Six months ended June 30, 1998
and 1997 (Unaudited) 5
Notes to condensed financial statements
(Unaudited) 6
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
* The accompanying financial statements are not covered by an independent
Certified Public Accountant's report.
<PAGE>
Part I. Item 1. Financial information
KALAN GOLD CORPORATION
(A Development Stage Company)
Condensed Balance Sheet
(Unaudited)
June 30, 1998
CASH $ 832
FURNITURE AND EQUIPMENT, NET 2,514
---------
TOTAL ASSETS 3,346
=========
LIABILITIES AND SHAREHOLDERS' DEFICIT
LIABILITIES
Accounts payable $ 14,363
Accrued liabilities 21,128
Advance from affiliate (Note B) 105,526
Due to affiliate (Note B) 10,000
Deferred gain 4,517
---------
TOTAL LIABILITIES 155,534
---------
SHAREHOLDERS' EQUITY (DEFICIT) (Notes C)
Preferred stock, $.10 par value,
1,000,000 shares authorized,
-0- shares issued and outstanding -
Common stock, $.00001 par value,
100,000,000 shares authorized,
7,290,999 shares issued and
outstanding 73
Outstanding common stock options 129,500
Additional paid-in capital 30,383
Deficit accumulated during development stage (312,144)
---------
TOTAL SHAREHOLDERS' DEFICIT (152,188)
---------
$ 3,346
=========
See accompanying notes to condensed financial statements
<PAGE>
KALAN GOLD CORPORATION
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
January 1,
1993
Three months ended Six months ended (Inception)
June 30, June 30, through
-------------------------- ------------------------- June 30,
1998 1997 1998 1997 1998
---------- ---------- ---------- ---------- ----------
COSTS AND EXPENSES
<S> <C> <C> <C> <C> <C>
General and administrative $18,690 $41,008 $37,520 $95,532 $266,078
Stock option expense - - - - 129,500
Depreciation. 754 126 1,508 580 2,931
------- ------- ------- ------- --------
Operating Loss (19,444) (41,134) (39,028) (96,112) (398,509)
NONOPERATING INCOME
Gain on sale and
termination of agreement - - - 86,041 98,647
Interest expense (1,871) (1,674) (3,812) (2,417) (16,259)
------- ------- ------- ------- --------
NET LOSS $(21,315) $(42,808) $(42,840) $(12,488) $(316,121)
Basic weighted average
shares outstanding 7,290,999 7,065,000 7,244,666 7,058,750 3,240,614
Basic (Loss) per share * * $(.01) * $(.10)
Diluted weighted average
Shares outstanding 7,715,999 NA 7,715,999 NA 3,353,966
Diluted (Loss) per share * NA $(.01) NA $(.10)
</TABLE>
* Less than $(.01) per share
See accompanying notes to condensed financial statements
<PAGE>
KALAN GOLD CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Condensed Statements of Cash Flows
(Unaudited)
January 1,
1993
Six Months Ended (inception)
June 30, Through
-------------------- June 30,
1998 1997 1998
-------- -------- --------
NET CASH (USED IN)
OPERATING ACTIVITIES (24,736) $(98,760) (225,176)
--------- -------- --------
INVESTING ACTIVITIES
Purchase of equipment - - (5,446)
Proceeds from sale of property - 145,945 145,945
--------- -------- --------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITES - 145,945 140,499
--------- -------- --------
FINANCING ACTIVITIES
Proceeds from stock options exercised 4,000 - 4,750
Proceeds from advances from affiliate 20,600 - 212,972
Repayments to affiliate - (54,945) (107,447)
Principal payments on long-term debt - - (30,000)
Capital contribution - 750 3,700
--------- -------- --------
NET CASH (USED IN) PROVIDED BY
FINANCING ACTIVITIES 24,600 (54,195) 83,975
--------- -------- --------
NET INCREASE (DECREASE) IN CASH (136) (7,010) (702)
Cash, beginning of period 968 7,228 1,534
--------- -------- --------
CASH, END OF PERIOD $ 832 $ 218 $ 832
========= ======== ========
SUPPLEMENTARY DISCLOSURE OF
CASH FLOW INFORMATION:
Cash paid for interest and income taxes $ - $ - $ -
NONCASH INVESTING AND FINANCING
Common stock issued for services $ - $ - $ 15
See accompanying notes to condensed financial statements
<PAGE>
KALAN GOLD CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
June 30, 1998
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, 1997 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 period presented have been made. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the year.
Interim financial data presented herein are unaudited.
Note B: Related party transactions
The Company entered into a verbal agreement to rent office space from the
affiliate effective September 1, 1997. The agreement calls for monthly payments
of $1,000. As of June 30, 1998 the Company has accrued $10,000, which is
included in the accompanying financial statements as due to affiliate.
As of December 31, 1997, the Company owed an affiliate $84,926 for short-term
cash advances made during 1997 for working capital purposes. The affiliate
advanced an additional $12,100 during the first three months of 1998 and $8,500
during the three months ended June 30, 1998, The total $105,526 is recorded in
the financial statements as advance from affiliate.
Note C: Shareholders' equity (deficit)
An ex-officer and a current officer of the Company exercised a total of 200,000
options during the three months ended March 31, 1998 for total proceeds to the
Company of $4,000. The non-compensatory options were granted in 1997 at $.02 per
share. Of the 312,500 non-compensatory $.02 options granted in 1996, there are
75,000 options outstanding at June 30, 1998. All 350,000 options granted for an
exercise price of $1.00 per common share, resulting in compensation expense in
1997 are still outstanding.
Note D: Income taxes
The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred
net operating losses during the three months and six months ended June 30, 1998
resulting in a deferred tax asset, which was fully allowed for, therefore the
net benefit and expense result in $0 income taxes. :
<PAGE>
Part I. Item 2. Plan of operation
KALAN GOLD CORPORATION
(A DEVELOPMENT STAGE COMPANY)
PLAN OF OPERATION
The plan of the Company's management, for the next twelve months, is to focus on
developing relationships with potential joint venture partners, in an attempt to
commence operations. Upon commencing operations, management expects positive
cash flow from operations, however there is no assurance that the Company will
achieve profitable operations. In addition, from time to time certain officers
infuse cash for working capital purposes on an as-needed basis. At June 30, 1998
the Company had three employees and does not anticipate materially increasing
the number of employees in the next twelve months. On July 6, 1998 the Company's
vice-president resigned.
RESULTS OF OPERATIONS
No income producing operations were conducted during the most recent quarter.
Expenses, since year end, consisted of rent, salaries, legal, accounting and
audit fees, transfer agent costs, interest and depreciation.
FINANCIAL CONDITION
There have been no material changes to the Company's financial condition during
the three months ended June 30, 1998. All development stage activity has been
funded, in the form of cash working capital advances, by a major shareholder and
officer of the Company.
PART II - OTHER INFORMATION
Items 1 Through 5 - No response required.
Item 6 - Exhibits and reports on Form 8-K.
(a) Exhibits
27* Financial Data Schedule.
Reports on Form 8-K were filed on:
February 9, 1998 - Agreement to provide consulting services to
Asean Gold Industries, Inc.
July 7, 1998 - Resignation of Robert Goldman, Vice President
and Director
August 7, 1998 - Exploration option granted to SAMAX
Exploration Limited
August 14, 1998 - Resignation of Harry B. Ruskowsky, Director
<PAGE>
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 and six months ended June 30,
1998 have been included.
Pursuant to the requirements of the Securities and 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: August 19, 1998 BY: /s/ Sanford Altberger
------------------------- --------------------------------------
Sanford Altberger
President and Chief Executive Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM KALAN GOLD
CORP. UNAUDITED BALANCE SHEET AS OF JUNE 30, 1998 AND THE RELATED STATMENT OF
INCOME FOR THE THREE MONTHS AND SIX MONTHS THEN ENDED AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000940516
<NAME> KALAN GOLD CORP.
<MULTIPLIER> 1
<CURRENCY> U.S.DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<EXCHANGE-RATE> 1
<CASH> 832
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 5446
<DEPRECIATION> 2932
<TOTAL-ASSETS> 3346
<CURRENT-LIABILITIES> 155534
<BONDS> 0
0
0
<COMMON> 73
<OTHER-SE> (152261)
<TOTAL-LIABILITY-AND-EQUITY> 3346
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 39028
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3812
<INCOME-PRETAX> (42840)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (42840)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
