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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) January 26, 1999
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KALAN GOLD CORPORATION
(Exact name of Registrant as specified in its charter)
Colorado 0-25658 84-1357927
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(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
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(Address of principal executive offices and Zip Code)
(303) 706-1606
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(Registrant's telephone number including area code)
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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.
Registrant has entered a letter of intent to acquire 100% of the
issued and outstanding common shares of Animated Electronic Industries
Sdn Bhd, a private Malaysian company (AEI), in exchange for
approximately 94% of the ownership of the Registrant, subject to the
completion of due diligence by both parties, the approval of the
shareholders of both companies, and the divestiture of the assets and
liabilities of the Registrant. A copy of the Letter of Intent is
attached hereto.
Based upon the financial condition of AEI, 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 69% subsidiary of AEI is the
exclusive holder of a license from the Ministry of Energy,
Telecommunications and Posts of Malaysia to provide interactive
multimedia applications and services, including 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 interconnection, digital video multi-cast and
transmission of bandwidth-sensitive multimedia services in Malaysia.
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
The Registrant has rescinded its letter of intent to acquire 100% of
the issued and outstanding common shares of the wholly-owned
subsidiary of Popbridge Industrial Limited (Popbridge), a
manufacturing company located in Hong Kong.
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Item 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
Not Applicable
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
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: January 26, 1999 By: /s/ Sanford Altberger
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Sanford Altberger
President and Chief Executive Officer
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LETTER OF INTENT
This Letter of Intent is entered into as of the date below between
ANIMATED ELECTRONIC INDUSTRIES Sdn Bhd, a Malaysian corporation ("AEI"), and
KALAN GOLD CORPORATION, a Colorado corporation ("KGC"), regarding the
proposed reorganization described below.
(1) Subject to approval by the respective boards of directors of AEI
and KGC, to the extent such approval is necessary under applicable laws and
the applicable securities laws thereof, it is our mutual intention to effect
a stock-for-stock acquisition of AEI by KGC such that the said acquisition
will be entitled to the tax benefits under Section 368 of the Internal
Revenue Code of 1986, as amended, and such other tax jurisdictions as may be
applicable, and will accomplish the purposes of this Letter of Intent. Upon
consummation of such acquisition, the parent corporation shall be KGC.
(2) The transaction described in Paragraph (1) of this Letter of Intent
shall be effected pursuant to an Agreement and Plan of Reorganization, which
Agreement shall be executed by all parties hereto within thirty (30) days of
the date of execution of this Letter of Intent (the Closing). In the event
that the Reorganization Agreement is not executed within the time frame set
out above, this Letter of Intent and any other understandings reached between
the parties hereto may thereafter be terminated upon ten days (10) written
notice given by either party hereto to the other. This Letter of Intent is an
expression of the understanding of the parties with respect to this
transaction but is not binding upon either party.
(3) (a) The authorized common shares of KGC are currently 100,000,000
of $0.00001 par value. The issued and outstanding common shares of KGC are
10,290,000 and at the Closing under said Reorganization Agreement, after
giving effect
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to the issuance of shares to the shareholders of AEI and a one-for-eight
reverse split of the issued and outstanding common shares of KGC, will be no
more than 22,000,000 shares in the aggregate.
(b) Under the Reorganization Agreement, KGC will issue an
aggregate of 20,750,000 common shares to all of the shareholders of AEI in
exchange for all of their common shares in AEI.
(c) Subsequent to the closing, the combined companies will issue
up to an additional 5,500,000 common shares in a private placement.
(d) It will be a condition of the Reorganization Agreement that
KGC will have divested itself of all assets and liabilities at or prior to
the Closing of the transaction.
(4) (a) Concurrent with the execution of this Letter of Intent, and
subject to paragraphs 4(b)(c)and (d) below, AEI and KGC shall make available
all records("Records") of AEI and KGC, including, but not limited to,
financial statements for the last two fiscal year ends, financial statements
for the interim fiscal quarters, reports required by any securities
regulatory authorities which may have jurisdiction, corporate minutes,
records, income tax returns, and other essential corporate documents for
review by each party and counsel or agents as soon as practicable.
(b) It is also agreed that the parties shall use the Records
provided by the other party solely for the purpose of pursuing the proposed
Reorganization. Each part shall not use any of the Records in any way which
is directly or indirectly detrimental to the other party or any of its
subsidiaries.
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(c) The parties hereto shall hold the Records confidential to
itself and restrict access to only such of its employees/professional
advisors who are directly concerned with the proposed Reorganization and
whose knowledge of the Records is essential for these purposes. AEI and KGC
shall use their best efforts of assure that each person to whom disclosure of
any of the Records is made complies with the terms and conditions this
paragraph 4.
(d) If the Letter of Intent is nullified prior to entering into
the Agreement and Plan of Reorganization, each party shall immediately:
(i) return all copies of all Records provided by the other
party or documents containing or reflecting any of such Records;
(ii) destroy all copies of any notes, analyses, computations,
studies or other documents containing or reflecting any of the
Records provided by the other party; and
(iii) erase and destroy any information from any computer,
word processor or other device in its possession, custody or
control containing or reflecting any of the Records provided by
the other party.
(5) The Reorganization Agreement shall provide that, effective upon the
closing under the Reorganization Agreement, the Officers and Directors of KGC
will resign and that the Officers and Directors of AEI will become the
Officers and Directors of KGC. It is agreed that KGC will change its name
after the Closing to a name selected by the new Board of Directors of KGC.
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(6) After the execution of this Letter of Intent and prior to the
execution of the Reorganization Agreement, AEI and KGC hereby agree to carry
on their business in the ordinary course, except as to such variances which
are approved in writing by the opposite party thereto.
(7) If any party or its parent company or subsidiaries is required by
law or any regulation or rule of any stock exchange to make any disclosure or
announcement with respect to the proposed Reorganization and/or any of the
Records and/or the fact that investigations, discussions or negotiations are
taking place concerning the proposed reorganization to any persons other than
those mentioned in paragraph 4(c), such disclosure or announcement shall only
be made after consultation with the other party and taking into account of
the other party's reasonable requirement as to the timing, contents, an
manner of making or despatch.
(8) This Letter of Intent may be nullified, at the option of either
party, in any of the following circumstances:
(a) Any of the material representations of either party is found
to be false; or
(b) The Reorganization Agreement has not been executed in the time
period provided in this Letter of Intent.
(9) All notices, requests, demands, and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered
or mailed, postage prepaid, certified mail, return receipt requested:
(a) If to AEI:
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Animated Electronic Industries Sdn Bhd
60A Jalan 19/3
46300 Petaling Jaya
Selangor, Malaysia
Attn: Mr. Patrick S. H. Lim, Chairman
(b) If to KGC:
Kalan Gold Corporation
Tower II, Suite 100,
12835 E. Arapahoe Road
Englewood, Colorado 80112
Attn: Mr. Sanford Altberger, President
and/or to such other person(s) and address(es) as either party shall have
specified in writing to the other.
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(10) This Letter of Intent shall be construed in accordance with the
laws of the State of Colorado.
Dated this 23rd day of January , 1999.
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ANIMATED ELECTRONIC INDUSTRIES Sdn Bhd
(a Malaysian Corporation)
By: ///Signed///
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Authorized Officer
KALAN GOLD CORPORATION
(a Colorado Corporation)
By: ///Signed///
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Authorized Officer
