SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. . . . .) *
KALAN GOLD CORPORATION
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
48337-10-1
(CUSIP Number)
PATRICK S.H. LIM
60A JALAN 19/3, 46300 PETALING JAYA, SELANGOR, MALAYSIA
011 (603) 756 5082
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 20, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. / /
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) 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).
CUSIP No. 48337-10-1 PAGE 2 OF 11
1) Names of Reporting Persons I. R. S. Identification Nos. of Above Persons
LSH ASSET HOLDINGS SDN BHD
2) Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
3) SEC Use Only
4) Source of Funds
OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) / /
6) Citizenship or Place of Organization
Malaysia
Number of (7) Sole Voting Power 25,245,000
Shares
Beneficially
Owned by (8) Shared Voting Power
Each
Reporting (9) Sole Dispositive Power 25,245,000
Person
With
(10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting Person
25,245,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
13) Percent of Class Represented by Amount in Row (11)
26.6%
14) Type of Reporting Person
CO
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CUSIP No. 48337-10-1 PAGE 3 OF 11
1) Names of Reporting Persons I. R. S. Identification Nos. of Above Persons
PATRICK SOON-HOCK LIM
2) Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
3) SEC Use Only
4) Source of Funds
OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) / /
6) Citizenship or Place of Organization
Malaysia
Number of (7) Sole Voting Power 34,445,000
Shares
Beneficially
Owned by (8) Shared Voting Power
Each
Reporting (9) Sole Dispositive Power 34,445,000
Person
With
(10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting Person
34,445,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
13) Percent of Class Represented by Amount in Row (11)
36.3%
14) Type of Reporting Person
IN
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CUSIP No. 48337-10-1 PAGE 4 OF 11
1) Names of Reporting Persons I. R. S. Identification Nos. of Above Persons
LIM HONG CHOO
2) Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
3) SEC Use Only
4) Source of Funds
OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) / /
6) Citizenship or Place of Organization
Malaysia
Number of (7) Sole Voting Power 8,000,000
Shares
Beneficially
Owned by (8) Shared Voting Power
Each
Reporting (9) Sole Dispositive Power 8,000,000
Person
With
(10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,000,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
13) Percent of Class Represented by Amount in Row (11)
8.4%
14) Type of Reporting Person
IN
<PAGE>
CUSIP No. 48337-10-1 PAGE 5 OF 11
1) Names of Reporting Persons I. R. S. Identification Nos. of Above Persons
ANDREW LIM SU MING
2) Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
3) SEC Use Only
4) Source of Funds
OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) / /
6) Citizenship or Place of Organization
Malaysia
Number of (7) Sole Voting Power 8,000,000
Shares
Beneficially
Owned by (8) Shared Voting Power
Each
Reporting (9) Sole Dispositive Power 8,000,000
Person
With
(10) Shared Dispositive Power
11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,000,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
13) Percent of Class Represented by Amount in Row (11)
8.4 %
14) Type of Reporting Person
IN
<PAGE>
CUSIP No. 48337-10-1 PAGE 6 OF 11
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 "Issuer"). The principal executive office of the Issuer is at
60A Jalan 19/3, 46300 Petaling Jaya, Selangor, Malaysia.
Item 2. Identity and Background.
This statement on Schedule 13D is being filed by LSH Asset Holdings Sdn
Bhd ("LSH"), a Malaysian corporation, Patrick Soon-Hock Lim ("PSL"), a Malaysian
citizen, Lim Hong Choo ("LHC"), a Malaysian citizen, and Andrew Lim Su Ming
("ALS"), a Malaysian citizen (collectively, the "Reporting Persons").
The address of the Reporting Persons, except for ALS, is 60A Jalan
19/3, 46300 Petaling Jaya, Selangor, Malaysia. The address of ALS is Flat 12, 31
Cotswold Way, Worcester Park, Surrey KT 48 LL, England.
Approximately 99% of LSH's outstanding stock is owned by PSL and
approximately 1% of LSH's outstanding stock is owned by LHC. LSH's principal
business is to serve as a investment holding company for PSL. The principal
occupation of PSL is President and CEO of the Issuer. The principal occupation
of LHC is Director of LSH. LHC is PSL's wife. The principal occupation of ALS is
Graduate Trainee at Warburg Dillion Reed, London, England. ALS is the son of PSL
and LHC.
None of the Reporting Persons, nor to the best knowledge and belief of
LSH, any of its officers or directors, has during the last five years been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of such proceeding was
or is 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 with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On April 20, 1999, the Reporting Persons acquired a total of 80,157,000
shares of Common Stock as a result of a reverse acquisition merger pursuant to
an Agreement and Plan of Reorganization dated April 20, 1999 (the "Merger")
which is filed as exhibit 1 to this statement and is incorporated by reference
into this Item 3.
Item 4. Purpose of Transaction.
The Common Stock acquired by the Reporting Persons pursuant to the
Merger was acquired for investment purposes. The Reporting Persons may be deemed
to control the Issuer. Depending upon their evaluation of the Issuer's
prospects, and upon future developments (including, but not limited to,
performance of the Common Stock in the market, the effective yield on the Common
Stock, availability of funds, alternative uses of funds, and money, stock market
and general economic conditions), any of the Reporting
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CUSIP No. 48337-10-1 PAGE 7 OF 11
Persons or other entities that may be deemed to be affiliated with the Reporting
Persons may from time to time purchase Common Stock, and any of the Reporting
Persons or other entities that may be deemed to be affiliated with the Reporting
Persons may from time to time dispose of all or a portion of the Common Stock
held by such person, or cease buying or selling Common Stock. Any such
additional purchases or sales of the Common Stock may be in open market or
privately-negotiated transactions or otherwise.
Except as set forth in this Statement, the Reporting Persons have no
present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure, including but not limited to, if the Issuer is a registered
closed-end investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by section 13 of the Investment
Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this statement, LSH directly beneficially owns 25,245,000
shares of Common Stock, or approximately 26.6% of the 94,990,999 outstanding
shares of Common Stock as reported in the Issuer's Form 10-Q for the quarter
ended June 30, 1999, as filed with the Securities and Exchange Commission on
August 23, 1999 (the "Outstanding Shares"). As of the date of this statement,
PSL directly beneficially owns 9,200,000 shares of Common Stock, or
<PAGE>
CUSIP No. 48337-10-1 PAGE 8 OF 11
(b) approximately 9.7% of the Outstanding Shares. In addition, by virtue of the
relationships described in this statement, PSL may be deemed to indirectly
beneficially own the 25,245,000 shares of Common Stock directly beneficially
held by LSH.
As of the date of this statement, LHC directly beneficially owns
8,000,000 shares of Common Stock, or approximately 8.4% of the Outstanding
Shares. As of the date of this statement, ALS directly beneficially owns
8,000,000 shares of Common Stock, or approximately 8.4% of the Outstanding
Shares.
(b) Each of LSH, PSL, LHC and ALS have power to vote or direct the vote and
to dispose or direct the disposition of all shares of Common Stock directly
beneficially owned by such Reporting Person. By virtue of the relationships
described in this statement, PSL may be deemed to share the indirect power to
vote and direct the disposition of the shares of Common Stock held by LSH.
(c) On April 20, 1999, in connection with the Merger, LSH acquired 38,000,000
shares of Common Stock, PSL acquired 26,157,000 shares of Common Stock, LHC
acquired 8,000,000 shares of Common Stock, and ALS acquired a total of 8,000,000
shares of Common Stock.
On August 20, 1999, in a privately negotiated transaction, LSH
transferred a total of 12,755,000 shares of Common Stock to certain individuals
in consideration of past project management and consulting services rendered to
LSH.
On August 20, 1999, in a privately negotiated transaction, PSL
transferred a total of 2,200,000 shares of Common Stock to Looi Hoi Fah, an
officer and director of the Issuer, in consideration of past services rendered
to PSL. On August 20, 1999, in separate privately negotiated transactions, PSL
transferred 4,550,000; 4,520,000; 1,330,000 and 30,000 shares of Common Stock to
certain individuals in consideration of past corporate and technical advisory
services rendered to PSL. Also on August 20, 1999, in a privately negotiated
transaction, PSL transferred total of 4,327,000 shares of Common Stock to
certain individuals in consideration of the cancellation of certain indebtedness
in the principal amount of approximately $216,350 owed by PSL.
(d) Each of the Reporting Persons has the right to receive and the power to
direct the receipt of dividends from, and proceeds from the sale of, the shares
of Common Stock held by such Reporting Person. By virtue of the relationships
described in this statement, PSL may be deemed to share the indirect right to
receive and the power to direct the receipt of dividends from, and proceeds from
the sale of, the shares of Common Stock held by LSH.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Reporting Persons have not entered into any contractual
relationships with respect to any securities of the Issuer.
<PAGE>
CUSIP No. 48337-10-1 PAGE 9 OF 11
Item 7. Material to be Filed as Exhibits.
1 Agreement and Plan of Reorganization dated as of April 20, 1999
among Kalan Gold Corporation and Animated Electronic Industries Sdn Bhd
(incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form
8-K/A dated July 2, 1999).
2 Joint Filing Agreement among the Reporting Persons.
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CUSIP No. 48337-10-1 PAGE 10 OF 11
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 2, 1999 LSH ASSET HOLDINGS SDN BHD
By: /s/ Patrick Soon-Hock Lim
Name: Patrick Soon-Hock Lim
Title: Managing Director
By: /s/ Patrick Soon-Hock Lim
By: /s/ Lim Hong Choo
By: /s/ Andrew Lim Su Ming
<PAGE>
CUSIP No. 48337-10-1 PAGE 11 OF 11
Exhibit 1
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(k) under the Securities and Exchange Act
of 1934, as amended, the undersigned hereby agree to the joint filing on behalf
of each of them of a Statement on Schedule 13D, and any amendments thereto, with
respect to the Common Stock, par value $0.00001 per share, of Kalan Gold
Corporation and that this agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, each of the undersigned hereby executes this
Agreement as of November 2, 1999.
LSH ASSET HOLDINGS SDN BHD
By: /s/ Patrick Soon-Hock Lim
--------------------------------------
Name: Patrick Soon-Hock Lim
Title: Managing Director
By: /s/ Patrick Soon-Hock Lim
By: /s/ Lim Hong Choo
By: /s/ Andrew Lim Su Ming