<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER 0-25658
KALAN GOLD CORPORATION
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
COLORADO 84-1357927
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
SUITE 11.02, 11TH FLOOR MENARA MERAIS,
NO. 1, JALAN 19/3, 46300 PETALING JAYA,
SELANGOR, MALAYSIA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
011 (603) 7956 7026
(ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
<TABLE>
<CAPTION>
Class Number of shares outstanding at September 30, 2000
----- ---------------------------------------------
<S> <C>
Common stock, $.00001 par value 97,290,999
</TABLE>
<PAGE>
FORM 10-QSB
3RD QUARTER
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed consolidated balance sheets as at September 30, 2000 (Unaudited)
and December 31, 1999(Audited) ............................................ 3
Condensed consolidated statements of operations and comprehensive income for
the periods ended September 30, 2000 and September 30, 1999 (Unaudited) ... 4
Condensed consolidated statements of cash flows for the periods ended
September 30, 2000 and September 30, 1999 (Unaudited)...................... 5
Notes to condensed consolidated financial statements (Unaudited)........... 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS............................... 9
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.................................................. 14
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.......................... 14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.................................... 14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................ 14
ITEM 5. OTHER INFORMATION.................................................. 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................................... 14
SIGNATURES................................................................. 15
</TABLE>
2
<PAGE>
PART I. ITEM. 1. FINANCIAL INFORMATION
KALAN GOLD CORPORATION
Condensed Consolidated Balance Sheet
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
----------- -----------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 10,115 $ 3,959
Accounts receivable, net of reserve for bad debts 1,404,791 162,369
of $831,604 (1999:$194,737)
Accounts receivable - related or affiliated parties, net of
reserve for bad debts of $580,863 (1999:$1,059,835) -- 148,684
Other accounts receivable, net of reserve for bad debts
of $330,867 (1999:389,960) -- --
Other accounts receivable - related or affiliated parties, net of
reserve for bad debts of $789,474 (1999:$1,391,007) -- --
Inventories 6,786 6,786
Prepaid expenses 213,091 4,272
Patent -- 448,567
----------- -----------
Total current assets 1,634,783 774,637
TANGIBLE FIXED ASSETS
Net book value 1,930,713 1,683,926
----------- -----------
Total Assets $ 3,565,496 $ 2,458,563
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable & accrued liabilities $ 569,134 $ 438,989
Amount due to a company in which a director has financial interest 130,032 311,428
Amount due to a director 143,420 551,695
Obligation under capital leases 16,287 13,660
----------- -----------
Total current liabilities 858,873 1,315,772
----------- -----------
LONG TERM LIABILITIES
Obligation under capital leases 139,929 152,473
Deferred tax 84,436 84,436
----------- -----------
Total long term liabilities 224,365 236,909
----------- -----------
MINORITY INTERESTS 392,080 --
SHAREHOLDERS' EQUITY
Preferred stock, $0.10 par value, 1,000,000 shares authorized, -- --
-0- shares issued and outstanding
Common stock, $.00001 par value, 100,000,000 shares
authorized, 97,290,999 and 94,990,999 shares issued and
outstanding at September 30, 2000 and December 31, 1999, respectively 973 950
Additional paid-in capital 3,412,415 2,262,438
Accumulated deficit (1,379,850) (1,413,853)
Foreign currency translation reserve 56,640 56,347
----------- -----------
Total shareholders' equity 2,090,178 905,882
=========== ===========
Total liabilities and shareholders' equity $ 3,565,496 $ 2,458,563
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements
3
<PAGE>
KALAN GOLD CORPORATION
Condensed Consolidated Statement of Operations and Comprehensive Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------------------- -------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES
Sales of goods $ 2,111 $ -- $ 3,769 $ --
Consulting and production fees earned 1,542,697 467,990 2,332,171 1,170,746
------------ ------------ ------------ ------------
1,544,808 467,990 2,335,940 1,170,746
------------ ------------ ------------ ------------
Less: Cost of Sales
Cost of goods sold (1,237) (10,079) (2,572) (96,928)
Cost of production (1,513,158) -- (2,287,526) --
------------ ------------ ------------ ------------
(1,514,395) (10,079) (2,290,098) (96,928)
------------ ------------ ------------ ------------
Gross Profit 30,413 457,911 45,842 1,073,818
Less: Operating expenses
Sales and marketing 30,284 2,143 81,750 9,848
Depreciation 62,186 35,421 165,601 106,284
General administration 153,104 10,017 746,034 53,412
Interest 3,369 -- 17,296 34,578
Reserve for bad debts 373,709 -- 671,078 --
------------ ------------ ------------ ------------
Total operating expenses 622,652 47,581 1,681,759 204,122
------------ ------------ ------------ ------------
Operating Profit/(Loss) (592,239) 410,330 (1,635,917) 869,696
Add: Other income
Gain on disposal of tangible assets -- -- -- 41,522
Gain on disposal of intangible assets -- -- 43,538 --
Reversal from reserve for bad debts 373,709 -- 1,114,716 --
Other income 1,198 -- 30,120 --
------------ ------------ ------------ ------------
Income/(loss) from continuing operations before taxation (217,332) 410,330 (447,543) 911,218
Taxation -- -- -- --
------------ ------------ ------------ ------------
(217,332) 410,330 (447,543) 911,218
Minority interests (7,704) (88,023) (7,704) (159,730)
------------ ------------ ------------ ------------
Income/(loss) before gain from disposal of
subsidiary (225,036) 322,307 (455,247) 751,488
Add: Gain from disposal of subsidiary 489,250 -- 489,250 --
------------ ------------ ------------ ------------
Net income 264,214 322,307 34,003 751,488
Comprehensive income - translation adjustment -- -- 293 10,128
------------ ------------ ------------ ------------
Comprehensive income 264,214 322,307 34,296 761,616
============ ============ ============ ============
Weighted average number of common shares outstanding 95,926,164 94,990,999 95,926,164 94,990,999
Basic earnings/(loss) per share * * * .01
</TABLE>
* Less than $.01 per share
See accompanying notes to condensed consolidated financial statements
4
<PAGE>
KALAN GOLD CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
---------------------------
2000 1999
---------- -------
$ $
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash used in operating activities (598,656) (53,644)
---------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposal of fixed assets -- 79,881
Proceeds from disposal of patent 492,105 --
Proceeds from disposal of subsidiary 13,421 --
Purchase of fixed assets (412,388) --
---------- -------
Net cash provided by investing activities 93,138 79,881
---------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares of common stock 1,150,000 --
Payment of obligation under capital leases (48,655) (15,930)
Repayment of amount due to a company in which a
director has a financial interest (181,396) --
Repayment of amount due to a director (408,275) (7,262)
---------- -------
Net cash provided by financing activities 511,674 (23,192)
---------- -------
NET INCREASE IN CASH AND CASH EQUIVALENTS 6,156 3,045
Cash and cash equivalents, beginning of period 3,959 337
---------- -------
Cash and cash equivalents, end of period 10,115 3,382
========== =======
</TABLE>
See accompanying notes to condensed consolidated financial statements
5
<PAGE>
KALAN GOLD CORPORATION
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
(UNAUDITED)
BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements of Kalan
Gold Corporation (the "Company") include the accounts of Animated Electronic
Industries Sdn. Bhd. ("AEI") and its Malaysian subsidiary company, Perwimas
Telecommunications Sdn. Bhd. ("PTSB"). The results of the Company's subsidiary,
Vistel (Malaysia) Sdn Bhd ("VMSB"), is included in the consolidated statement of
operations up to the effective date of disposal. All significant intercompany
accounts and transactions have been eliminated on consolidation.
The unaudited condensed consolidated financial statements presented herein have
been prepared in accordance with the instructions to Form 10-QSB and do not
include all the information and note disclosures required by generally accepted
accounting principles for complete financial statements.
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 interim periods presented are not necessarily indicative
of the results to be expected for the entire year.
The financial statements have been prepared on the basis that the Company is a
going concern. Financial data presented herein are unaudited, pursuant to the
rules and regulations of the Securities and Exchange Commission.
TRANSLATION OF CURRENCIES
The functional currency of the Company's subsidiaries is Ringgit Malaysia, the
local currency of Malaysia. The financial statements of these subsidiaries are
translated to United States dollars using period-end rates of exchange for
assets and liabilities, and average rates of exchange for the period for
revenues, costs, and expenses. Translation gains/(losses), which are deferred
and accumulated, is treated as a component of shareholders' equity.
The following exchange rates of Ringgit Malaysia (RM) into U.S. Dollars (USD)
were used in preparing the financial statements.
<TABLE>
<S> <C> <C> <C>
January 1, 1999 3.7797 January 1, 2000 3.800
September 30, 1999 3.8000 September 30, 2000 3.800
Average 1/1/99-9/30/99 3.7899 Average 1/1/00-9/30/00 3.800
</TABLE>
REVENUE RECOGNITION
Revenue represents the net invoiced value of goods sold or fees earned for
production of multimedia programs and Intranet and management and consulting
services. The Company recognizes revenue from the sales of goods in the period
where significant risks and rewards of ownership have been transferred to its
customers. The Company recognizes revenue from the provision of services when
there is no significant uncertainty regarding the consideration to be received
and in the associated costs to be incurred.
6
<PAGE>
ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities. Actual results could differ from those
estimates.
RECLASSIFICATIONS
Certain amounts in the prior year financial statements have been reclassified
for comparative purposes to conform to the presentation in the current year
financial statements.
INVENTORIES
Inventories, which comprised accessories for production of multimedia programs,
telecommunication equipment and spare parts, are stated at the lower of cost and
net realizable value. Cost is determined on a first-in-first-out basis.
INCOME TAX
No income tax provision was made for the period as the Company incurred losses
from its operation for the nine-month period ended September 30, 2000. For the
nine-month period ended September 30, 1999, no provision of income tax was made
on any profits earned, following a tax exemption order granted by the Government
of Malaysia to all individual and corporate taxpayers for the entire fiscal year
1999.
EARNINGS/(LOSS) PER COMMON SHARE
Net income/(loss) per common share is computed by dividing net income for the
period by the weighted average number of shares of common stock outstanding for
the period. Diluted earnings/(loss) per common share is the same as basic
earnings/(loss) per share.
SALE OF SUBSIDIARY
The Company sold its 51% owned subsidiary, Vistel (Malaysia) Sdn Bhd
("Subsidiary") in the three months ended September 30, 2000 for $13,421. At the
date of the sale the Company's portion of the subsidiary's net liabilities over
assets was $475,829. As a result of the disposal, the Company recognized a
$489,250 gain on disposal of subsidiary in the statement of operations.
GOING CONCERN
The Company is in the process of building a wireless broadband network,
"VISIONET", in Malaysia and plans to seek to acquire additional licenses and
spectrum rights in other Asian markets. As in the establishment of many other
new businesses, there are various risk factors including competition, technology
availability and market acceptance risks. The Company requires substantial
amounts of capital to establish its business and expects to incur substantial
losses over the next few years.
The Company's plan to overcome its financial difficulties and return to going
concern status centers on expanding its business in multimedia content
production and the roll out of VISIONET. To cope with its expansion in the
multimedia content production business, the Company had, since April 2000,
sub-contracted production work to contractors to focus on marketing its
content production services to gain a larger market share. The Company hopes
to commercially launch VISIONET sometime in the first half of 2001 but cannot
provide assurance that any target launch date will be met. The Company is
currently negotiating with application service providers to host and deliver
their content via VISIONET.
7
<PAGE>
The Company believes that sufficient cash will be generated from the following
sources to fund its operations for the next twelve months:
- Intensification of efforts to collect overdue receivables. The Company will
maintain close contact with its debtors to keep updated on their liquidity
status. The debtors will be persuaded to give priority to outstanding debts
due to the Company whenever funds are available. Legal action will only be
taken as a last resort.
- Advances from director and major shareholder as and when required to
finance Kalan's working capital requirements. The Company's President and
CEO, Mr. Patrick Lim, who is also the Company's major shareholder, has
committed himself to advance funds to the Company for working capital. Such
funds have been provided by Mr. Lim since the completion of the reverse
acquisition of Kalan by AEI.
- The Company may consider a private placement of its shares in the future.
The Company may also seek to obtain equipment financing in the future.
With the above plans and barring any unforeseen circumstances, the Management
hopes to remove doubt as to Kalan's ability to continue as a going concern.
8
<PAGE>
PART I. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
THE FOLLOWING ANALYSIS OF THE OPERATIONS AND FINANCIAL CONDITION OF THE COMPANY
SHOULD BE READ IN CONJUNCTION WITH THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS, INCLUDING THE NOTES THERETO, OF THE COMPANY CONTAINED ELSEWHERE IN
THIS FORM 10-QSB.
OVERVIEW
The Company was incorporated in 1985 in the state of Colorado. On April 20,
1999, the Company acquired 100% of the issued and outstanding common stock of
Animated Electronic Industries Sdn Bhd, a private company organized under the
laws of Malaysia ("AEI"), through a reverse merger whereby the Company merged
with and into AEI and AEI became a wholly-owned subsidiary of the Company (the
"Reverse Acquisition").
The Company currently provides multimedia content production and the design and
development of websites. The Company hopes to be able to provide other broadband
multimedia communication services that include the operation of a wireless
digital broadband network, VISIONET, and the sale of customer premises equipment
which the Company is targeting to commence sometime in the first half of 2001
although there can be no assurance that such target dates will be met.
The Company through its subsidiary, Perwimas Telecommunications Sdn Bhd ("PTSB")
is deploying VISIONET in Malaysia and has completed the following milestones in
2000. In the first quarter of 2000, it completed a "link budget" test designed
to determine the optimum transmission range under adverse weather conditions and
the subscriber capacity per cell. This was followed by a "soft launch" of
VISIONET in the second quarter of 2000 by the Minister of Energy, Communications
& Multimedia of Malaysia. Following the "soft launch", the Company had received
encouraging inquiries from consumers and businesses on the availability of
VISIONET services. After further negotiation with equipment vendors and further
technical improvement to the transmission method, the Company hopes to commence
a limited user trial for VISIONET services sometime in early 2001 to be followed
by full commercial launch sometime in the first half of 2001.
During the quarter ended September 30, 2000, the Company had disposed its
investments in its 51% owned subsidiary, VMSB, an investment holding company
since its inception. The results of VMSB are included in the consolidated
statement of operations up to the effective date of disposal.
COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2000 TO THE THREE MONTHS
ENDED SEPTEMBER 30, 1999
NET SALES
Net sales for the three months ended September 30, 2000 totaled $1,544,808
compared to $467,990 for the three months ended September 30, 1999, an increase
of $1,076,818 or 230%. The increase in net sales in the three months ended
September 30, 2000 as compared to the three months ended September 30, 1999 was
mainly due to an increase in fees earned from the production of multimedia
programs.
COST OF SALES
Cost of sales for the three months ended September 30, 2000 totaled
$1,514,395, an increase of $1,504,316 or 14,925% from the $10,079 cost of
sales for the three months ended September 30, 1999. The increase in the cost
of sales was a result of the Company requiring additional external resources
in order to fulfill the higher demand for the Company's services.
9
<PAGE>
TOTAL OPERATING EXPENSES
Total operating expenses, which includes sales and marketing, depreciation,
general administration, interest and reserve for bad debts were $622,652 for the
three months ended September 30, 2000 compared to $47,581 for the three months
ended September 30, 1999, an increase of $575,071 or 1,209%. The increase was
primarily attributable to an increase in sales and marketing expenses from
$2,143 to $30,284, an increase in depreciation from $35,421 to $62,186, an
increase in general administration costs from $10,017 to $153,104 and an
increase in reserve for bad debts of $373,709. The increase in sales and
marketing expenses of $28,141 or 1,313% was mainly due to higher marketing
expenses incurred to promote VISIONET. The increase in depreciation of $26,765
or 76% was mainly due to additional communication equipment acquired in the year
to build-out VISIONET. The increase in general administration cost of $143,087
or 1,428% was primarily due to higher operating cost arising from the Company's
expansion, the "soft launch" of VISIONET and legal fees incurred in connection
with the Company's legal proceedings. The Company increased its reserve for bad
debts by $373,709 as an allowance resulting from delinquency in payment of its
accounts receivable by its customers.
RESERVE FOR BAD DEBTS
During the three months ended September 30, 2000, the Company received total
payments of $373,709 from its debtors in respect of receivables written-off in
1999. However, due to the tight liquidity position of its debtors and in view of
the high turnover in the three months ended September 30, 2000, the Company did
not make any further reversal from the reserve for bad debts. As a result, there
was no net increase or decrease in the reserve for bad debts for the three
months ended September 30, 2000.
GAIN ON DISPOSAL OF SUBSIDIARY
Gain on disposal of subsidiary relates to the disposal of the Company's 51%
owned subsidiary, Vistel (Malaysia) Sdn Bhd, for $13,421. As a result of the
disposal, the Company recognized a gain of $489,250 primarily due to elimination
of the excess of consolidated liabilities over assets of its subsidiary.
NET INCOME/(LOSS)
The Company recorded net income of $264,214 for the three months ended September
30, 2000 compared to net income of $322,307 for the three months ended September
30, 2000.
COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2000 TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999
NET SALES
Net sales increased from $1,170,746 for the nine months ended September 30, 1999
to $2,335,940 for the nine months ended September 30, 2000, an increase of
$1,165,194 or 99.5%. The increase in net sales was mainly due to an increase in
fees earned from the production of multimedia programs as a result of
performance on contracts that the Company secured during 2000.
COST OF SALES
Cost of sales for the nine months ended September 30, 2000 totaled
$2,290,098, an increase of $2,193,170 or 2,263% from the $96,928 recorded for
the nine months ended September 30, 1999. The Company had engaged contractors
to undertake the production of multimedia content for its clients arising
from a higher demand for its services. A lower cost of sales was recorded in
the nine month period ending September 30, 1999 as content production
services were undertaken in-house. Had the Company continued to undertake
in-house production work, the gross profit margin for the current period may
have been higher. But, in order to develop a higher market share, the Company
decided to outsource the production work.
10
<PAGE>
TOTAL OPERATING EXPENSES
Total operating expenses, which includes sales and marketing, depreciation,
general administration and interest, increased from $204,122 for the nine months
ended September 30, 1999 to $1,681,759 for the nine months ended September 30,
2000, an increase of $1,477,637 or 724%. The increase was primarily attributable
to an increase in sales and marketing expenses of $71,902 or 730% from $9,848 to
$81,750, an increase in depreciation of $59,317 or 55.8% from $106,284 to
$165,601, an increase in general administration cost of $692,622 or 1,297% from
$53,412 to $746,034 and an increase in reserve for bad debts of $671,078. The
increase in sales and marketing was mainly attributable to higher marketing
expenses incurred to develop the Company's business. The increase in
depreciation was due to higher level of fixed assets. The increase in general
administration cost was primarily due to higher operating cost arising from the
Company's expansion, the "soft launch" of VISIONET and legal fees incurred
during the 2000 Second Quarter in connection with the Company's legal
proceedings. The Company increased its reserve for bad debts by $671,078 as an
allowance resulting from delinquency in payment of its accounts receivable by
its customers.
OTHER INCOME
The Company's other income for the nine months ended September 30, 2000 was
mainly derived from the gain on disposal of intangible assets of $43,538 and a
reversal of $1,114,716 from its reserve for bad debts. The gain on disposal of
intangible assets was due to the disposal of a patent for $492,105. The Company
reversed $1,114,716 from its reserve for bad debts after receiving payment from
its 1999 overdue accounts receivables. The Company's other income for the nine
months ended September 30, 1999 was $41,522 derived from the disposal of fixed
assets.
RESERVE FOR BAD DEBTS
For the nine months ended September 30, 2000, the Company received a total
sum of $1,114,716 from its debtors in respect of receivables written-off in
1999. However, due to the tight liquidity position of its debtors and in view
of the high turnover, the Company only made a reversal of $671,078 from the
reserve for bad debts, for the nine months ended September 30, 2000.
GAIN ON DISPOSAL OF SUBSIDIARY
Gain on disposal of subsidiary was related to the disposal of the Company's 51%
owned subsidiary, Vistel (Malaysia) Sdn Bhd, for cash consideration of $13,421.
As a result of the disposal, the Company recognized a gain of $489,250 primarily
due to elimination of the excess of consolidated liabilities over assets of its
subsidiary resulting from the sale.
NET INCOME
The Company recorded a net income of $34,003 for the nine months ended September
30, 2000 compared to net income of $751,488 for the nine months ended September
30, 1999.
11
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2000, the Company had cash and cash equivalents of $10,115
and a net working capital of $775,910. All operations were funded from
internally generated funds and working capital advanced by the principal
shareholder, director and officer of the Company. These advances bear no
interest and have no fixed terms of repayment.
For the nine months ended September 30, 2000, cash used in operating activities
of $598,656 was mainly due to higher operating expenses and net increase in
accounts receivable of $1,093,738. The increase in accounts receivable was due
to increased sales of the Company's services in the quarter ended September 30,
2000.
Net cash received from investing activities of $93,138 was primarily
attributable to the proceeds from disposal of a patent and purchase of fixed
assets.
Cash provided by financing activities of $511,674 was primarily from the
issuance of an aggregate of 2,300,000 shares of common stock in a private
placement for cash consideration of $1,150,000 at 50 cents per share. A portion
of the proceeds from this private placement was used for repayment of advances
made to the Company by Mr. Patrick Lim and LSH Asset Holdings Sdn Bhd up to
December 31, 1999. For the period ended September 30, 2000, Mr. Patrick Lim and
LSH Asset Holdings Sdn Bhd made net advances of $143,420 and $130,032
respectively for working capital purposes. These advances are unsecured, bear no
interest and have no fixed terms of repayment. In addition to internally
generated funds and financial support from a director and major shareholder, the
Company seeks to raise additional funds from equity or debt financing for its
future working capital requirements. The Company has to date incurred $1.2
million, including $395,000 in 2000, in preparing for the roll out of VISIONET.
The Company estimates that additional capital expenditure up to $10.0 million
will be required for the commercial launch of VISIONET in 2001. The Company may
consider a private placement of its shares to finance this capital expenditure.
The Company may also seek to obtain equipment financing in the future. There is,
however, no assurance that financing will be available or, if available, that it
would be offered to the Company on acceptable terms.
12
<PAGE>
Y2K COMPLIANCE
As of the date of this Form 10-QSB, the Company has not experience any Y2K
compliance problems and all computer software appears to be functioning
properly.
SAFE HARBOR STATEMENT
This Form 10-QSB and other reports filed by the Company from time to time with
the Securities and Exchange Commission, as well as the Company's press releases,
contain or may contain forward-looking statements and information that are based
upon beliefs of, and information currently available to, the Company's
management, as well as estimates and assumptions made by the Company's
management. Forward-looking statements can be identified by the use of
forward-looking terminology such as "believes", "may", "should", "anticipates",
"estimates", "expects", "future", "intends", "hopes" or "plans" or the negative
thereof. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that could cause actual results of the Company
to vary materially from historical results or from any future results expressed
or implied in such forward-looking statements. Such factors include, among
others, the following: revocation of the Company's license, ability to
successfully implement its business plans, market acceptance of fixed wireless
broadband services, ability to obtain services provided by other communications
companies, limited suppliers of LMDS equipment, failure to obtain roof access,
the ability of the Company to raise capital on a timely basis, the Company's
business is subject to existing and future government regulations, failure to
retain qualified personnel, competitive pressures and potentially adverse tax
and cash flow consequences resulting from operating in multiple countries with
different laws and regulations, ability to maintain profitability in the future,
the ability of the Company to deploy VISIONET, and general economic and business
conditions in Malaysia. The Company does not undertake to update, revise or
correct any of the forward-looking information.
13
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Details of the Company's legal proceedings have been described in the Company's
Form 10-QSB for the quarter ended March 31, 2000. There were no further
developments with respect to the Company's legal proceedings during the third
quarter of 2000.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27* Financial Data Schedule
(b) Reports on Form 8-K:
On August 15, 2000, the Registrant filed a report on Form 8-K
reporting events under item 4 in connection with the resignation of
Arthur Andersen and the appointment of CH Yap & Co. as its independent
public accountant and under item 5 in connection with the resignation
of two directors.
On November 13, 2000, the Registrant filed a report on Form 8-K
reporting an event under item 4 in respect of the resignation of CH
Yap & Co. and the appointment of Horwath Gelfond Hochstadt Pangburn,
P.C. as its independent public accountant.
14
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of
1934, the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
KALAN GOLD CORPORATION
(Registrant)
DATE: NOVEMBER 17, 2000 BY: /s/ Patrick Soon-Hock Lim
---------------------------------------
Patrick Soon-Hock Lim
President & Chief Executive Officer
DATE: NOVEMBER 17, 2000 BY: /s/ Chee Hong Leong
--------------------------------------
Chee Hong Leong
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
15
