KALAN GOLD CORP
SC 13D, 1998-11-12
BLANK CHECKS
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<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                     SCHEDULE 13D
                      Under the Securities Exchange Act of 1934
                                  (Amendment No. 3)

                               KALAN GOLD CORPORATION.
                               -----------------------
                                   (Name of Issuer)

                                        Common
                            ------------------------------
                            (Title of Class of Securities)

                                      48337-10-1
                                    --------------
                                    (CUSIP Number)

                                   SANFORD ALTBERGER
        TOWER 1, SUITE 340, 12358 E. ARAPAHOE ROAD, ENGLEWOOD, COLORADO 80112
                                   (303)  706-1706
        ---------------------------------------------------------------------
               (Name, Address and Telephone Number of Person Authorized
                        to Receive Notices and Communications)

                                November 11, 1998
               -------------------------------------------------------
               (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13D 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 / /.

Check the following box if a fee is being paid with the statement / /.  (A 
fee is not required only if the reporting person: (1) has a previous 
statement on file reporting beneficial ownership of more than five percent of 
the class of securities described in Item 1; and (2) has filed no amendment 
subsequent thereto reporting beneficial ownership of five percent or less of 
such class.) (See Rule 13d-7.)

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 5

<PAGE>

CUSIP NO. 48337-10-1                     13D
          ----------

- -------------------------------------------------------------------------------
(1)  Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above
     Persons

     Orovi Corporation
- -------------------------------------------------------------------------------
(2)  Check the Appropriate Box if a Member of a Group* (a)  / /
                                                       (b)  / /
     Not Applicable
- -------------------------------------------------------------------------------
(3)  SEC Use Only

- -------------------------------------------------------------------------------
(4)  Source of Funds*

     Forgiveness of Debt
- -------------------------------------------------------------------------------
(5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
     or 2(e)

     Not Applicable
- -------------------------------------------------------------------------------
(6)  Citizenship or Place of Organization

     Colorado
- -------------------------------------------------------------------------------
Number of Shares              (7) Sole Voting Power
Beneficially Owner
by Each Reporting                 3,446,611
Person with                   -------------------------------------------------
                              (8) Shared Voting Power

                                  3,446,611
                              -------------------------------------------------
                              (9)  Sole Dispositive Power

                                   3,446,611
                              -------------------------------------------------
                              (10)  Shared Dispositive Power

                                    -0-
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person

                                   3,446,611
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares

- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)

                                     33.5%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person

                                 Corporation
- -------------------------------------------------------------------------------

                                     Page 2 of 5

<PAGE>

ITEM 1.   SECURITY AND ISSUER:

This statement on Schedule 13D relates to the shares of the common stock 
$00001 par value ("Common Stock"), of Kalan Gold Corporation, a Colorado 
corporation (the "Company").  The address of the Company's principal 
executive office is Tower 1, Suite 340, 12835 E. Arapahoe Road, Englewood, 
Colorado 80112.

ITEM 2.   IDENTITY AND BACKGROUND

(a)  This statement is being filed on behalf of Orovi Corporation, a Colorado 
company(the "Reporting Person"). The Reporting Person is taking the action 
discussed herein.

(b)  The business address of the Reporting Person is Tower 1, Suite 340, 
12835 E. Arapahoe Road, Englewood, Colorado 80112.

(c)  The Reporting Person's principal occupation is not applicable.

(d)  The Reporting Person has not, in the last five years, been convicted in 
a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)  The Reporting Person has not, in the last five years, been a party to a 
civil proceeding of a judicial or administrative body of competent 
jurisdiction which resulted in its being subject to a judgement, decree or 
final order enjoining future violations of, or prohibiting or mandating 
activities subject to, federal or state securities laws or finding any 
violation by it with respect to such laws.

(f)  The Reporting Person is incorporated in the State of Colorado.

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The source of funds for the activity disclosed herein forgiveness of debt by 
the Reporting Person.

ITEM 4.   PURPOSE OF TRANSACTION

The Reporting Person has acquired a total of 465,000 common shares for the 
forgiveness of $142,255.70 of debt owed by the Issuer to the Reporting Person.

Except as set forth in this Item 4, the Reporting Person has no present plans 
or proposals that relate to or that would result in any of the actions 
specified in clauses (a) through (j) of Item 4 of Exchange Act Schedule 13D.

                                     Page 3 of 5

<PAGE>

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER

(a)  The Reporting Person is currently the beneficial owner of 3,446,611 
shares of Common Stock, constituting approximately 33.5% of the shares of 
Common Stock to be outstanding as of the date upon which all shares have been 
issued.

(b)  The Reporting Person has sole voting power with respect to 3,446,611 
shares of the common stock and shared voting power with respect to 3,446,611 
shares of Common Stock.  The Reporting Person has sole dispositive power with 
respect to 3,446,611 shares and shared dispositive power with respect to no 
shares of Common Stock.

(c)  Other than as disclosed above in Item 4, the Reporting Person has not 
engaged in any transactions with respect to the Common Stock during the past 
60 days.

(d)  No other person has a right to receive or the power to direct the 
receipt of dividends from, or the proceeds from the sale of, the Reporting 
Person's Common Stock.

ITEM 6.   CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
          TO SECURITIES OF THE ISSUER

Except as described above in Item 4, the Reporting Person has not entered 
into any contractual relationships with respect to any securities of the 
issuer.

ITEM 7.   MATERIAL TO BE FILES AS EXHIBITS

Not Applicable.


                                     Page 4 of 5

<PAGE>

                                      SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the 
undersigned, the undersigned certifies that the information set forth in this 
Statement is true, complete and correct.

                                       Orovi Corporation

  11/11/98                             ///Signed///
- -------------------                    -------------------------
Date                                   Authorized Officer




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