KALAN GOLD CORP
8-K, 1999-04-21
BLANK CHECKS
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<PAGE>

                                   FORM 8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                CURRENT REPORT

                       Pursuant to Section 13 or 15(d)
                        of the Securities Act of 1934


       Date of Report (Date of earliest event reported) April 21, 1999


                            KALAN GOLD CORPORATION
            (Exact name of Registrant as specified in its charter)



         Colorado                          0-25658              84-1357927
(State or other jurisdiction             (Commission         (I.R.S. Employer
of incorporation or organization)        File Number)        Identification No.)


                             Tower II, Suite 100,
                            12835 E. Arapahoe Road
                           Englewood, Colorado 80112
             (Address of principal executive offices and Zip Code)


                                (303) 706-1606
              (Registrant's telephone number including area code)

<PAGE>

                                   FORM 8-K
                                CURRENT REPORT
                        Pursuant to Section 13 or 15(d)
                        of the Securities Act of 1934

Item 1.  CHANGES IN CONTROL OF REGISTRANT.

         The Registrant has completed its acquisition of 100% of the issued 
         and outstanding common shares of Animated Electronic Industries Sdn 
         Bhd, a private Malaysian company (AEI), in exchange for 
         approximately 87% of the ownership of the Registrant. The Registrant 
         issued a total of 87,000,000 shares to the shareholders of AEI. 
         There are no plans to reverse split any of the issued and 
         outstanding shares of the Registrant in connection with this 
         transaction.

         AEI had audited operating revenues of approximately $1.2 million US 
         for the fiscal year ended 1998. For the fiscal year ended 1999, AEI 
         anticipates operating revenues in the range of approximately 
         $26 million US and has projected operating revenue in excess of 
         $70 million US for the fiscal year ended 2000. Comparable after-tax 
         profit was approximately $4.8 million US for the fiscal year ended 
         1998(which included the effect of an extraordinary item), is 
         anticipated to be approximately $6.5 million US for the fiscal year 
         ended 1999, and is projected to be in excess of $22 million for the 
         fiscal  year ended 2000.

         The Registrant has also signed an agreement with Gilt Guarantee 
         Trust, Ltd., of  London, England for a private placement of 
         $20 million US of the Registrant's securities. The Registrant expects 
         to complete this private placement in the second quarter of this 
         fiscal year.

         The Registrant plans to apply for the NASDAQ National Market System 
         at the conclusion of the acquisition. The Registrant currently 
         trades on the NASD Bulletin Board.

         AEI is a provider of broadband multimedia wireless video 
         communication throughout the country of Malaysia. A 60% subsidiary 
         of AEI is the exclusive holder of a license from the Ministry of 
         Energy, Telecommunications and Posts of Malaysia to provide a range 
         of interactive multimedia applications and services, which includes 
         the following:

         Interactive Distance Learning
         Live News Coverage
         Emergency Field Services, such as medical monitoring
         Remote Video Surveillance for various applications

         AEI operates under the name "VISIONET." In addition to the 
         above-named applications, VISIONET provides support for design and 
         production of interactive multimedia programs, data hosting, 
         broadband Virtual Private Network 

<PAGE>

         interconnection, digital video multi-cast and transmission of 
         bandwidth-sensitive multimedia services in Malaysia.

         Safe Harbor Statement

         Investors should carefully consider the preceding information, as 
         well as other information contained herein before making an 
         investment in the common stock of the Registrant. Information 
         contained in herein contains "forward-looking statements" which 
         can be identified by the use of forward-looking terminology such as 
         "believes," "may," "should," or "anticipates," or the 
         negative thereof or given that the future results covered by such 
         forward-looking statements will be achieved. The preceding matters 
         constitute cautionary statements identifying important factors with 
         respect to such forward-looking statements, including certain risks 
         and uncertainties that could cause actual results to vary materially 
         from the future results covered in such forward-looking statements. 
         Other factors could also cause actual results to vary materially 
         from the future results covered in such forward-looking statements.

Item 2.  ACQUISITION OR DISPOSITION OF ASSETS.

         See Item 1 above.

Item 3.  BANKRUPTCY OR RECEIVERSHIP.

         Not Applicable

Item 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         Not Applicable

Item 5.  OTHER EVENTS

         Not Applicable

Item 6.  RESIGNATION OF REGISTRANT'S DIRECTORS.

         The persons named below have been elected to the office or offices 
         set forth opposite his name, to fill vacancies and serve until his 
         successor is duly elected and shall qualify:

<TABLE>
<CAPTION>
         NAME                          OFFICE
         ----                          ------
<S>                                    <C>
         Wan Abdul Razak bin Muda      Chairman and Director

         Patrick Soon-Hock Lim         President, Chief Executive Officer and Director

         Looi Hoi Fah                  Secretary and Director

         Messrs. Altberger and Raisch will remain as Directors.

</TABLE>

Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         Not Applicable

Item 8.  CHANGE IN FISCAL YEAR.

         Not Applicable

Item 9.  SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.

         Not Applicable

<PAGE>

                                  SIGNATURES

    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 hereunto duly authorized.


                                       KALAN GOLD CORPORATION


Dated: April 21, 1999                  By: /s/ Patrick Soon-Hock Lim
                                          ---------------------------
                                          President



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