<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2000
                           COMMISSION FILE NO. 0-25658

                             KALAN GOLD CORPORATION
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

                 COLORADO                      84-1357927
        (STATE OR OTHER JURISDICTION          (IRS EMPLOYER
             OF INCORPORATION)              IDENTIFICATION NO.)

                     SUITE 11.02, 11TH FLOOR, MENARA MERAIS
                                NO. 1, JALAN 19/3
                               46300 PETALING JAYA
                               SELANGOR, MALAYSIA
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                               011 (603) 7956-7026
                (ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)

         SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: _______

              SECURITIES REGISTERED UNDER SECTION 12(g) OF THE ACT:

                   COMMON STOCK, $0.00001 PER SHARE PAR VALUE

Indicate by check mark whether the Company (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Company
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes:  X      No:

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB. [ ]

     Issuer's revenues for its most recent fiscal year: $ 4,193,513

     The aggregate market value of the voting stock of the Company held by
non-affiliates as of March 1, 2001 was approximately $4,597,560.

     The number of shares outstanding of the Company's common stock, as of
April 4, 2001, was 97,290,999.

     Documents incorporated by reference: None


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                    Page
PART I                                                                              ----
<S>                                                                                 <C>
Item 1     Description of Business                                                     3

Item 2     Description of Property                                                     8

Item 3     Legal Proceedings                                                           9

Item 4     Submission of Matters to a Vote of Security Holders                        10


PART II

Item 5     Market for Common Equity and Related Stockholder Matters                   11

Item 6     Management's Discussion and Analysis of Financial Condition and
           Results of Operations                                                      12

Item 7     Financial Statements                                                       15

Item 8     Changes In and Disagreements with Accountants on Accounting and
           Financial Disclosure                                                       16


PART III

Item 9     Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act                          17

Item 10    Executive Compensation                                                     18

Item 11    Security Ownership of Certain Beneficial Owners and Management             20

Item 12    Certain Relationships and Related Transactions                             20

Item 13    Exhibits and Reports on Form 8-K                                           22

</TABLE>

     THIS ANNUAL REPORT CONTAINS "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934. ANY STATEMENTS CONTAINED HEREIN THAT ARE NOT
STATEMENTS OF HISTORICAL FACT MAY BE DEEMED TO BE FORWARD-LOOKING STATEMENTS.
WITHOUT LIMITING THE FOREGOING, THE WORDS "BELIEVES," "MAY", "SHOULD",
"ANTICIPATES," "ESTIMATES", "EXPECTS," "FUTURE", "INTENDS", "HOPES", "PLANS"
AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS.
THE FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
AND OTHER FACTORS THAT MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE AND
ACHIEVEMENTS OF KALAN GOLD CORPORATION TO DIFFER MATERIALLY FROM THOSE
INDICATED BY THE FORWARD-LOOKING STATEMENTS, INCLUDING THE OTHER FACTORS SET
FORTH IN "ITEM 1 - RISK FACTORS."


                                       2
<PAGE>

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

HISTORICAL DEVELOPMENT

     Kalan Gold Corporation (the "Company") is a Colorado corporation. The
principal business address of the Company is Suite 11.02, 11th Floor, Menara
Merais, No. 1, Jalan 19/3, 46300 Petaling Jaya Selangor, Malaysia. The
Company was originally incorporated on September 19, 1985 as a gas
exploration company under the name Knight Natural Gas, Inc. The Company's
name was changed to "Kalan Gold Corporation" in November 1996. The Company
has two subsidiaries: Animated Electronic Industries Sdn Bhd ("AEI") and
Perwimas Telecommunications Sdn Bhd ("PTSB").

     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"). Under the terms of the
acquisition, the Company was required to divest all of the assets and
liabilities of the Company. The acquisition was accomplished 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").

     AEI was incorporated in October 1988 under the Malaysian Companies Act
of 1965 (the "Malaysian Companies Act"). AEI is involved in the design,
development and production of multimedia content; provision of consulting
services for website development, network engineering and project management
in IT related projects.

     PTSB, a 86%-owned subsidiary of AEI, was incorporated in January 1993
under the Malaysian Companies Act. PTSB was granted a 10-year Wireless Video
Communication Network license from the Malaysian Ministry of Energy
Communications & Multimedia to operate a national wireless broadband
communication network in Malaysia. The license is described in Part I of this
report under "Regulations".

     In September 2000, the Company disposed its subsidiary, Vistel
(Malaysia) Sdn Bhd, an investment holding company since its inception.

     As of December 31, 2000, the Company had a total of 97,290,999 shares of
common stock issued and outstanding. The Company has not been subject to any
bankruptcy, receivership or similar proceeding.

BUSINESS

         The Company is a facilities-based and network service provider of
wireless broadband applications and services in Malaysia. The Company hopes
to position itself as a leader in the production and delivery of interactive
multimedia content in Asia, particularly in the field of education and
information services.

         In 2000, the Company was primarily involved in the design,
development and production of interactive multimedia websites and content.
Presently, the Company is in the process of building a wireless broadband
network, "VISIONET", in Malaysia and the Company plans to seek to acquire
additional broadband licenses and spectrum rights in other markets in Asia.
In an effort to provide flexibility and to reduce the Company's operating
costs, VISIONET will be deployed using a combination of the Local Multipoint
Distribution Service ("LMDS") in the 24.0 - 29.0 GHz frequency range and
fixed wireless access ("FWA") in the 3.5 GHz range. LMDS is a
point-to-multipoint broadband communications technology. It uses the
super-high "millimeter" portion of the airwaves for integrated communications
services. Due to the relatively large bandwidth of the LMDS signal, LMDS
systems have the capacity to provide interactive voice, video and data
services.

         The Company is a member of the Local Multipoint Communications
Service (LMCS) & FWA Framework Committee that was established by the
Communications & Multimedia Commission of Malaysia which responsibilities
include recommending frequency band plans for implementation in Malaysia.
Following the Committee's recommendation, the Communications & Multimedia
Commission has adopted a new band plan for spectrum allocation and the
Company has complied to a request to surrender its existing assigned
frequencies in exchange for new frequencies within the 24.0 - 29.0 GHz band.
In February 2001, the Company was granted experimental frequencies to conduct
field trials in the 3.5 GHz band.


                                       3
<PAGE>

         The Company plans to offer a broad array of multimedia content
developed by the Company and third parties for the subscribers in Malaysia
and beyond. Such multimedia content will be hosted at the Company's portal,
www.visionetwork.com.

      In November 2000, PTSB entered into a strategic alliance with MIMOS
Berhad, Malaysia's pioneer Internet Service Provider (ISP). MIMOS provides
Internet access under the brand name, JARING. It owns a 2.5 Gbps capacity
fiber trunk that links major towns and cities in Peninsular Malaysia. Under
the agreement, VISIONET will provide the last mile wireless connection to
subscribers who require broadband Internet access while JARING will provide
the Internet gateway for VISIONET's subscribers. The Company believes that
this alliance will help to provide a comprehensive coverage when VISIONET
rolls out its service in Malaysia.

     The Company intends to rapidly build out its network to obtain a
"first-to-market" advantage as well as reduce its deployment costs by
integrating its network with JARING in areas of market demand for high speed
Internet access and broadband services. The Company hopes to exploit this
advantage by delivering a broad range of services including high-speed
Internet access and other content-rich applications.

     In the long term, the Company intends to enter into strategic alliances
with other Malaysian ISPs, competitive local exchange carriers (CLECs) and
international carriers to provide a fully integrated communications service
to local and overseas customers.

     The Company has appointed marketing agents to promote VISIONET broadband
services to developers and owners of multi-tenanted commercial and
residential properties in Kuala Lumpur and Petaling Jaya, commonly known as
the Klang Valley.

SERVICES

     The Company hopes that its broadband network will allow the Company to
offer the following wireless communications and information services:

     -   high speed Internet access
     -   local mobile Internet access
     -   virtual private networks
     -   wide area networks
     -   voice over IP
     -   video-conferencing over IP
     -   remote video surveillance
     -   production, hosting and distribution of multimedia content
     -   training and adult education programs
     -   interactive online games

VISIONET - THE BROADBAND NETWORK

     The Company expects to focus on deploying its network infrastructure for
its wireless digital broadband network in the Central Region of Malaysia
where the country's capital, Kuala Lumpur, is located.

     The Company intends to utilize a combination of the FWA and LMDS
technologies to provide a cost effective and fast deployment of its network.

     The Company has successfully completed a "link budget" test in the first
quarter of 2000. The test was designed to determine the optimum transmission
range under adverse weather conditions and the subscriber capacity per cell.
The test results will form the basis for the proposed implementation of
VISIONET to cover the Central Region of Malaysia, popularly known as the
Klang Valley, where Kuala Lumpur and the Multimedia Super Corridor (the
"MSC") are located. The Company hopes to commence a full commercial launch of
its network sometime in the second half of 2001 although there can be no
assurance that such target dates will be met.

     The Company is currently negotiating with building owners to obtain roof
access to install antennas and transceivers on major buildings in the Klang
Valley. The Company expects to utilize buildings that are owned by local
municipal councils to act as cell sites for its network. Network traffic will
be routed via wireless transmission located on a cell site, which has a
direct line of sight to the transceivers installed at the customers'
premises. These cell sites will act as aggregation points for the
distribution of network traffic.


                                       4
<PAGE>

RISK FACTORS

     To the Company's knowledge, no company has ever attempted to create a
wireless broadband network in Malaysia. As a result, the Company faces a
significant number of risks and uncertainties associated with executing its
business plan, only some of which the Company can currently anticipate. These
risks and uncertainties may impair the Company's progress and profitability.
The risks described below are intended to highlight risks that are specific
to the implementation and operation of a wireless broadband network, but are
not the only risks that the Company faces. Additional risks and
uncertainties, including those generally affecting the global economy, the
political and economic climate in Malaysia and the rest of Asia, the industry
in which the Company operates, the public securities market, and risks that
the Company currently deems immaterial may ultimately impair its business and
results of operations.

     This report includes forward-looking statements, which involve risks and
uncertainties. The Company's actual results could differ materially from
those anticipated in these forward-looking statements as a result of numerous
factors, including those described below and elsewhere in this Item 1, Item 6
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and in other portions of this report.

IF THE COMPANY'S LICENSE IS ALTERED OR REVOKED, THE COMPANY WOULD BE UNABLE
TO IMPLEMENT ITS BUSINESS PLAN.

     The Company believes that the wireless broadband license the Company has
obtained from the Government of Malaysia is material to the Company's
business. Any material alteration or revocation of the license would have a
material adverse effect on the Company and would prevent the Company from
implementing its business plan. As described earlier, the Government of
Malaysia has the unilateral right to revoke the Company's license upon thirty
days' notice. In addition, while the Company currently believes that it has
the only license granted by the Government of Malaysia, the Government may
issue additional licenses to the Company's competitors, which could also have
a material adverse effect on the Company.

THE COMPANY EXPECTS TO INCUR NET LOSSES FOR THE EXTENDED FUTURE.

      The Company recorded operating losses and negative operating cash flows
in each of the past three reporting periods and at December 31, 2000, had an
accumulated deficit of approximately $1.2 million. These losses and negative
operating cash flows are attributable to the start-up costs and expenses
incurred in connection with the commercial rollout of VISIONET. The Company's
ability to stem its losses and achieve profitability is dependent on many
factors including:

     -   the Company's ability to execute its business plans over an extended
         period of time;
     -   the general state of the communications markets;
     -   competition in the Company's target markets;
     -   the success of competing technologies; and
     -   the general state of the financial markets.

IF THE COMPANY IS UNABLE TO SUCCESSFULLY IMPLEMENT ITS BUSINESS PLAN, THE
COMPANY'S FINANCIAL CONDITION WOULD BE IMPAIRED.

     If the Company is unable to successfully implement its business plan,
the Company's financial condition and performance would be impaired. The
Company's business plan and strategy include numerous elements that may be
difficult or costly to execute, and the Company may not be successful in
implementing these elements. For example, the Company's success is dependent
on its ability to successfully build and operate its VISIONET system, and the
Company can provide no assurances that it can successfully do so. Even if the
Company is able to successfully build and operate its VISIONET system, there
may be insufficient demand for the Company's services, in which event the
Company will not generate sufficient revenues to offset the Company's planned
expenditures, thereby having an adverse effect on the Company's business
operations and financial condition.


                                       5
<PAGE>

FIXED WIRELESS COMMUNICATION SERVICES ARE RELATIVELY NEW AND NOT WIDELY USED,
AND MAY NOT RECEIVE WIDE MARKET ACCEPTANCE.

     The broadband services to be offered by the Company are relatively new
and are not widely used anywhere in the world. Such services may not receive
wide market acceptance. In addition, the Company competes with a wide variety
of alternative communications solutions that include:

     -   fiber optic lines;
     -   satellite-based and other wireless systems, including Multichannel
         Multipoint Distribution Service; and
     -   digital subscriber line (DSL) technology, which allows for high speed
         transmission over traditional copper lines.

     The Company's failure to gain wide market acceptance of its fixed
wireless services relative to these or other technologies may render the
Company unable to implement its business plan or meet its operational and
financial objectives, and may have an adverse effect on the Company's
business operations and financial condition.

THE FAILURE OF THIRD PARTIES WITH WHOM THE COMPANY DOES BUSINESS TO MEET THE
COMPANY'S REQUIREMENTS COULD ADVERSELY AFFECT THE COMPANY'S BUSINESS.

     The Company's business plan and operations rely on the Company's ability
to obtain services provided by other third party providers. For example, the
Company relies on a third party provider for Internet connection and
international gateway. The failure of one or more of these companies to meet
the Company's needs could adversely affect the Company's business and results
of operations. Some of these companies may also be the Company's competitors
and, accordingly, in the future, they may be unwilling to provide the Company
with the services it requires. These companies may also decide to dedicate
their resources and networks to other communications companies or to
facilitate their own growth and, as a result, elect to scale back or
terminate the services they provide to the Company. The failure of any of
these third parties to perform could prevent or delay the creation and
implementation of the Company's VISIONET network, limit the types of services
the Company can provide to its customers and potential customers and
adversely impact the Company's relationship with its customers. Any of these
occurrences could have an adverse effect on the Company's business, results
of operations and financial condition.

DEPENDENCE UPON LIMITED SUPPLIERS OF FIXED WIRELESS ACCESS EQUIPMENT.

     Currently, there are only a few Fixed Wireless Access equipment
suppliers that produce network infrastructure and customer premises
equipment. The Company may be unable to obtain fixed wireless access
equipment at a cost-effective price. In addition, the Company may not be able
to obtain reasonable alternatives to fixed wireless access equipment.
Changing technologies may also result in lack of proper equipment support by
manufacturers. A delay in obtaining necessary equipment and/or unreasonably
high equipment prices would negatively impact the Company's ability to
implement its business plan and provide its service to subscribers. Higher
equipment prices would adversely affect the Company's operating results and
could damage future marketing efforts.

FAILURE TO OBTAIN ACCESS RIGHTS TO BUILD THE COMPANY'S NETWORK WOULD
ADVERSELY AFFECT THE COMPANY'S ABILITY TO IMPLEMENT ITS BUSINESS PLAN.

     The Company may not be able to obtain access rights to the number or
type of buildings that are required to deploy the Company's broadband
network. In order to build a network and reach customers, the Company needs
access to buildings where the Company's antennas will be placed. Failure to
secure access rights on a timely basis would prevent the Company from
implementing its business plan and could have an adverse effect on the
Company's business and financial condition. In addition, the Company needs
certain governmental approvals prior to building certain critical facilities,
including repeater stations, and placing the Company's antennas on high-rise
buildings.


                                       6
<PAGE>

ABILITY TO RAISE CAPITAL IN THE FUTURE ON A TIMELY BASIS MAY ADVERSELY AFFECT
OUR ABILITY TO FUND OUR OPERATIONS.

     The Company will require substantial capital to fund its planned capital
expenditures and operations. The Company does not expect to be able to
generate sufficient cash from operations to provide the necessary capital to
execute the Company's business plan. If the Company is unable to generate
sufficient cash from its operations or raise capital as needed, the Company
will be unable to pursue or execute its current business plan and fund its
operations.

THE COMPANY'S BUSINESS AND INDUSTRY ARE SUBJECT TO EXTENSIVE REGULATIONS THAT
COULD CHANGE AT ANY TIME AND RESTRICT THE COMPANY'S ABILITY TO COMPETE WITH
ITS COMPETITORS.

     The Malaysian communications industry (including spectrum allocation and
usage) is highly regulated by the Malaysian government. Regulations that
govern the Company's business could change at any time, which could adversely
affect the way the Company conducts its business and its ability to continue
to conduct its business in the manner it has planned. The Company may incur
substantial costs in complying with these regulations, and failure to comply
with applicable rules and regulations could result in the Company having to
pay penalties or its license being revoked by the government. In addition,
changes in regulations could also increase competition, which may have an
adverse effect on the Company's business and results of operations.

FAILURE TO HIRE OR RETAIN QUALIFIED PERSONNEL COULD HURT THE COMPANY'S
BUSINESS.

     The Company's future success and performance is dependent on its ability
to identify, hire, train and retain experienced technical and marketing
personnel. The Company faces significant competition for employees with the
skills required for its business. There can be no assurance that the Company
will succeed in attracting and retaining the services of qualified and
experienced technical and marketing personnel.

THE MARKETS IN WHICH THE COMPANY OPERATES ARE VERY COMPETITIVE AND INCREASED
COMPETITION COULD ADVERSELY AFFECT THE COMPANY.

     The market for high-speed Internet access and related broadband services
is highly competitive. The Company expects to encounter competition for its
high-speed Internet access and broadband services from domestic Internet
Service Providers, often referred to as ISPs. Currently, there are 7 ISPs in
Malaysia and these include MIMOS, Telekom Malaysia, Maxis Communications,
Celcom, Time Dotcom and Digi Telecommunications. These ISPs are able to offer
high-speed Internet access utilizing Digital Subscriber Line (DSL)
technology, which increases the effective capacity of copper telephone
cables. Many of the competing ISPs have, or can be expected to have greater
financial, marketing and other resources than the Company. No assurance can
be given that we will be able to compete successfully with these entities.

THE INTERNATIONAL NATURE OF THE COMPANY'S OPERATIONS SUBJECT THE COMPANY TO
SPECIAL RISKS.

     The Company currently intends to operate primarily in Malaysia and
perhaps elsewhere in Asia. The Company therefore faces special risks related
to operating in international markets, which the Company may not be able to
overcome. The following are some of the risks inherent in doing business in
Malaysia and other non-U.S. markets:

     -    unanticipated changes in regulatory requirements, tariffs, customs,
          duties and other trade barriers;
     -    limitations on the Company's flexibility in structuring foreign
          investments imposed by regulatory authorities;
     -    longer payment cycles and problems in collecting accounts receivable;
     -    political and economic risks;
     -    translation and transaction exposure from fluctuations in exchange
          rates of other currencies; and
     -    potentially adverse tax and cash flow consequences resulting from
          operating in multiple countries with different laws and regulations.


                                       7
<PAGE>

REGULATION

     The business operations of PTSB are regulated by both the Malaysian
Ministry of Energy Communications & Multimedia (MECM) (formerly known as the
Ministry of Energy Telecommunications & Post) and the Communications and
Multimedia Commission ("CMC") of Malaysia. PTSB's license is governed by the
Malaysian Communications & Multimedia Act 1998 ("Act 588") which became
effective on April 1, 1999. This new Act, which has superseded the
Telecommunications Act of 1950 and the Broadcasting Act of 1988, is to
provide for and to regulate the converging communications and multimedia
industries in Malaysia.

     Under Malaysian law, PTSB has the option of registering its existing
wireless broadband license under Act 588 or maintaining the terms of the
license under the repealed Act. The Company believes that it would be more
advantageous to register its license under the new Act, and has on March 3,
2000 registered with the CMC its intention to migrate to the new Act. The
license was granted for an initial period of 10 years commencing May 28, 1997.

     While the Company believes that Act 588 is the most significant
industry-specific governmental regulations that apply to the Company's
business, the Company is subject to a large number of other laws in different
countries and localities.

     The Company believes that it is presently the only company in Malaysia
to be granted a wireless video communication network ("WVCN") license to
deliver interactive multimedia applications and services.

RESEARCH & DEVELOPMENT COSTS

     In the last two fiscal years, the Company has not spent any funds on
research and development activities.

ENVIRONMENTAL LAWS

     To date, the Company has not incurred any material costs for compliance
with any prevailing environmental laws of Malaysia or the United States.

PATENTS AND TRADEMARKS

     The Company has no patent. The Company's subsidiary, PTSB, has
registered the name "VISIONET" as its service tradename and trademark with
the Malaysian Registry of Trade Marks and Patents. No other intellectual
property registration is pending.

EMPLOYEES

     At December 31, 2000, the Company had 12 employees. In an effort to
reduce its operating costs, the Company has outsourced its labor intensive
content production works to third parties. However, the Company plans to
recruit additional employees to prepare for the full commercial launch of
VISIONET in 2001.

ITEM 2. DESCRIPTION OF PROPERTIES.

     The Company's present headquarters is located at Suite 11.02, Menara
Merais, No. 1 Jalan 19/3 46300 Petaling Jaya Selangor, Malaysia. This office
space is leased from an unaffiliated party. The Company has also leased
another office in Petaling Jaya for content production, engineering and
warehouse space from an unaffiliated party.

     The Company believes that its existing and planned facilities are
adequate for its current requirements and that suitable additional space will
be available as needed to accommodate future expansion of its operations.


                                       8
<PAGE>

ITEM 3. LEGAL PROCEEDINGS.

     Following the Reverse Acquisition, certain disputes arose between the
Company and Sanford Altberger, Michael Raisch and David Wagner, the Company's
former President, Treasurer and legal counsel, respectively, each of whom
either directly and/or beneficially owns common stock of the Company. Those
disputes involved, among other things, the issuance of 1,840,000 shares of
the Company's common stock to an entity controlled by Mr. Wagner (the
"Disputed Shares") at the time of the Reverse Acquisition, bills for
pre-acquisition legal services, recovery of the Company's historical
corporate records, and various claims of alleged misrepresentations in
connection with the Reverse Acquisition. On December 14, 1999, these parties
conducted a voluntary mediation and agreed to settle all of their disputes
arising out of the Reverse Acquisition. The mediator's Amended Settlement
Memorandum (the "Settlement Memorandum") confirming the parties' agreement is
filed as an exhibit to this Form 10-KSB. The Settlement Memorandum provided,
among other things, for (i) the payment by the Company to Mr. Wagner of
$150,000 for attorneys' fees owed and in exchange for the transfer to the
Company of the Disputed Shares, (ii) the purchase by the Company of the
outstanding shares of common stock then owned by Messrs. Altberger, Raisch
and Wagner (excluding the Disputed Shares referred to in clause (i) above) at
a price of $1.00 per share and (iii) the delivery by Messrs. Altberger,
Raisch and Wagner of the Company's historical corporate records.

     In mid-January 2000, Messrs. Altberger and Raisch repudiated the
Settlement Memorandum, and Mr. Wagner refused to close the settlement
transactions. On January 24, 2000, the Company filed an action in the
Arapahoe County, Colorado, District Court, titled KALAN GOLD CORP. V. SANFORD
ALTBERGER, MICHAEL RAISCH, DAVID J. WAGNER, DAVID J. WAGNER & ASSOCIATES,
P.C., DAVID WAGNER & ASSOCIATES DEFINED BENEFITS PLAN, MARION LIMITED
LIABILITY COMPANY AND VERONICA BROWNELL, Case No. 00CV0172, seeking to (1)
recover actual and consequential damages the Company incurred as a result of
the defendants' breach of the Settlement Memorandum; (2) obtain a decree of
specific performance requiring Messrs. Altberger, Raisch and Wagner to
perform their obligations under the Settlement Memorandum; (3) recover the
Company's attorneys' fees and costs incurred in enforcing the Settlement
Memorandum; and (4) recover the Company's historical corporate records and
the Disputed Shares.

         On March 3, 2000, the Company filed a motion to voluntarily dismiss,
without prejudice, all of its claims against Messrs. Altberger and Raisch,
which motion the court granted on March 7, 2000. As part of the agreement to
dismiss its claims, Messrs. Altberger and Raisch represented and warranted to
the Company that they do not have any of its corporate records in their
possession, custody or control.

     On March 16, 2000, the defendants David J. Wagner, David J. Wagner &
Associates, P.C., David Wagner & Associates Defined Benefits Plan, Marion
Limited Liability Company and Veronica Brownell (the "Wagner defendants")
filed their answer and two counterclaims against the Company. The first
counterclaim seeks approximately $193,000 in attorneys' fees that David J.
Wagner & Associates, P.C. alleges the Company owes for legal services, the
major portion of which were rendered prior to the Reverse Acquisition, and
the second counterclaim seeks a declaration removing a stop transfer order
the Company issued to its stock transfer agent with respect to shares of
common stock held in the names of the Wagner defendants. The Company
responded to the counterclaims on April 10, 2000 asking the court to dismiss
them because they were all settled under the Settlement Memorandum and are
therefore invalid as a matter of Colorado law.

     In addition, on January 21, 2000, the Arapahoe County District Court
issued an order to show cause directing the Wagner defendants to appear and
show cause why the court should not direct them to return to the Company the
Company's corporate records and the Disputed Shares. The hearing with respect
to such order to show cause commenced on March 17, 2000 and was continued to
April 24, 2000. On April 24, 2000, the Arapahoe County District Court
declined to direct the turnover of the Company's personal property. The court
relied in part on the fact that the Company was protected due to the fact
that it issued a stop transfer order to its transfer agent with respect to
the 1,840,000 shares of stock that were the subject of the Settlement
Memorandum.

      On November 20, 2000, the Wagner defendants filed a motion for
expedited relief asking the Arapahoe County District Court to remove the stop
transfer order. On February 5, 2001, at the end of the hearing, the court
declined to afford the Wagner defendants that relief. As a result, the
Company has kept the stop transfer orders in place.

     The Company intends to prosecute the case vigorously and believes it has
meritorious claims and defenses. The Company has set aside $150,000 as a
contingency for its liability to the Wagner defendants. The Company can give


                                       9
<PAGE>

no assurances concerning the outcome of the dispute, but believes that the
outcome of this litigation will not have a material adverse effect on the
Company's business and results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     The Company did not submit any matter to a vote of the Company's
security holders during the fourth quarter of the fiscal year covered by this
report.


                                       10
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     Since January 1997, the Company's securities have traded on the
over-the-counter (OTC) "Bulletin Board" market under the symbol "KNGC". Prior
to this, the Company's securities had never been listed for trading on any
market.

     The table below sets forth the range of high and low bid quotations of
the Company's common stock as publicly reported by Marketguide during the
Company's 2000 fiscal year. The following bid price market quotations
represent prices between dealers and do not include retail markup, markdown,
or commissions; hence, they may not represent actual transactions.

<TABLE>
<CAPTION>

Fiscal Year 2001      High         Low
                      -----       -----
<S>                   <C>         <C>
First Quarter         $0.22       $0.04

<CAPTION>

Fiscal Year 2000      High         Low
                      ------      -----
<S>                   <C>         <C>
First Quarter         $1.56       $0.23
Second Quarter        $1.28       $0.28
Third Quarter         $0.50       $0.19
Fourth Quarter        $0.30       $0.07

<CAPTION>

Fiscal Year 1999      High         Low
                      -----       -----
<S>                   <C>         <C>
First Quarter         $1.25       $0.38
Second Quarter        $2.25       $0.38
Third Quarter         $1.69       $0.31
Fourth Quarter        $0.56       $0.19

</TABLE>

     As of March 30, 2001, 97,290,999 shares of the Company's common stock
were outstanding and the number of holders of record of the Company's common
stock at that date was approximately 114. However, the Company estimates that
it has a significantly greater number of shareholders because a substantial
number of the Company's shares are held in "street names" by the Company's
market makers. On April 4, 2001, the closing trade price for the Company's
common stock was $0.04 per share.

     Under the Company's Articles of Incorporation, holders of common stock
are entitled to receive such dividends as may be declared by the Company's
Board of Directors. No dividends on the common stock were paid by the Company
during the periods reported herein.

RECENT SALE OF UNREGISTERED SECURITIES

     The following securities that were not registered under the Securities
Act of 1933, as amended, have been issued or sold by the Company during the
past three years:

(i)    In October 1998, the Company issued a total of 2,300,000 shares of its
       common stock to the following parties in exchange for four licenses to
       gold properties in the African country of Burkina Faso:

<TABLE>
         <S>                                          <C>
         Ovorvi Overseas Corporation                  1,300,000*
         Great Western Finance Inc                    1,000,000*
</TABLE>

     *These shares have been returned and were cancelled in April 1999, prior
to the Reverse Acquisition.


                                       11
<PAGE>

(ii)   In October 1998, the Company issued 700,000 shares of its restricted
       common stock to Michael Raisch, who was at the time the Company's
       Treasurer and a Director, and Orovi Corporation, a company controlled by
       Sanford Altberger, who was at the time the Company's President and a
       Director, in exchange for forgiveness of debt as follows:

<TABLE>
         <S>                                 <C>
         Orovi Corporation                   465,000
         Michael Raisch                      235,000
                                             -------
                                             700,000
                                             =======
</TABLE>

(iii)    On April 20, 1999, the Company issued an aggregate of 83,320,000 shares
         of common stock to stockholders of AEI and 3,680,000 shares of common
         stock to its financial advisor and former legal counsel in connection
         with the Reverse Acquisition.

(iv)     On February 24, 2000, the Company issued an aggregate of 2,300,000
         shares of common stock to Mr. Wan Malek Ibrahim in a private placement
         for cash consideration of $1,150,000 at 50 cents per share.

(v)      In December 2000, the Company had granted options to its directors and
         certain employees of the Company for 912,000 shares of common stock at
         $0.085 per share. The options are exercisable by the optionee only
         while the optionee is a director or employee of the Company and for
         certain limited time thereafter in the event of termination of
         employment. All of the options have a maximum term of 5 years, subject
         to earlier termination in the event of optionee's cessation of service
         with the Company.

     The issuances of securities described above were made in reliance on the
exemption from registration provided by Section 4(2) of the Securities Act
for transactions not involving a public offering.

SAFE HARBOR STATEMENT

     This Form 10-KSB 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", "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
FWA 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 and
general economic and business conditions in Malaysia. The Company does not
undertake to update, revise or correct any forward-looking statements.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

OVERVIEW

      During 2000, the Company achieved revenues of $4,193,513 compared to
$704,840 in 1999. These revenues were derived from the design, development
and production of interactive multimedia websites and content. Net loss for
the year ended December 31, 2000, was $254,219, compared to the year ended
December 31, 1999 net loss of $508,151. The net loss in 2000 included a
$489,251 gain on the sale of a subsidiary and recognition of deferred gain of
$416,411 related to the sale of assets to a related company in 1998, which
receivables were collected in 2000. The


                                       12
<PAGE>

loss per share of common stock was $0.00 in year ended December 31, 2000
compared to $0.01 in year ended December 31, 1999.

      The independent auditors' report on the Company's consolidated
financial statements as of December 31, 2000, and for each of the years in
the two-year period ended December 31, 2000 includes a "going concern"
paragraph that describes substantial doubt about the Company's ability to
continue as a going concern. (See Note 1 to the consolidated Financial
Statements).

      At year end 2000, the Company had total current assets of $930,448,
furniture and equipment of $1,869,418 and net tangible assets of $1,727,217.
The Company's shareholders' equity at year end 2000 was $2,316,155. During
2000, the company completed a "link budget" test designed to determine the
optimum transmission range under adverse weather conditions and the
subscriber capacity per cell. The Company also conducted various feasibility
studies to determine the most suitable customer premises equipment and
in-building distribution for single and multi-tenanted buildings. After
further negotiation with equipment vendors and further technical improvement
on the cell configuration, the Company hopes to commence a limited commercial
trial for VISIONET services sometime in Q2 2001 to be followed by full
commercial launch sometime in the second half of 2001.

      The Company strives to continue to serve the broadband multimedia
industry in all of its form, reaching a clearer mission, better defined
business and technical model, better market focus, and a more complete
management team in place compared to the year ended December 31, 1999.

RESULTS OF OPERATIONS

      The following discussion and analysis of our financial condition and
results of operation should be read in conjunction with the condensed
consolidated financial statements and notes.

     The following table sets forth certain operating data for Kalan Gold and
subsidiaries for the periods as indicated below.

<TABLE>
<CAPTION>

                                                     Year Ended December 31,
                                               ---------------------------------
                                                   2000                1999
                                               --------------     --------------
<S>                                            <C>                <C>
Revenues                                       $   4,193,513      $     704,840
Gross Profit                                         571,717            690,328
Sales and Marketing                                   86,542             16,985
General and administrative                         1,637,247          1,025,496
Net Loss                                            (254,219)          (508,151)
</TABLE>

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999.

     Total revenue increased by $3,488,673, or 495%, to $4,193,513 for the
year ended December 31, 2000, as compared to $704,840 for the year ended
December 31, 1999. In the year ended December 31, 2000, $504,941 or 12% of
the total revenue was received from related parties for work done in 1999.
The increase in 2000 is due to increase in fees earned from the production of
multimedia programs. In tandem with Malaysia's economic improvement during
2000, the Company had managed to market its services in the development and
production of multimedia content to companies seeking to establish
interactive multimedia websites and/or multimedia content for their websites.
As a result of the Company's aggressive effort in securing more customers for
its services, no single customer accounted for more than 10% of total revenue
in 2000.

Gross Profit

      Gross profit decreased to $571,717 for the year ended December 31,
2000, compared to $690,328 in the year ended December 31, 1999, a decrease of
$118,611 or 17%. The decrease in gross profit was due to higher cost of
revenues incurred in 2000. Cost of revenues increased by $3,607,284, or
24,857%, to $3,621,796 in 2000 from $14,512 in 1999. This increase was a
result of the Company requiring additional external resources in order to
fulfill the higher demand for the Company's services. The outsourcing of
content production work enabled the Company to develop a team of contractors
that will assist the Company in producing multimedia content and applications
that are crucial to its future business operation. In 1999, the Company
utilized its existing manpower and facilities for the development and
production of multimedia content and expenses related to cost of production
were not segregated from general and administrative expenses.


                                       13
<PAGE>

Sales and marketing expenses

      Sales and marketing expenses increased by $69,557, or 410%, to $86,542
for the year ended December 31, 2000 from $16,985 for the year ended December
31, 1999. This increase was primarily due to higher marketing expenses
incurred to promote VISIONET and higher expenses on promotion to promote the
Company's business of developing and producing multimedia programs and
provision of design and consulting services for interactive website
development. Advertising and promotion costs, which were approximately
$47,229, accounted for 55% of sales and marketing expenses in 2000. In 1999,
sales and marketing expenses consisted of only advertising and promotion
costs.

General and administrative expenses

      General and administrative expenses increased by $381,751 or 40% to
$1,337,247 for the year ended December 31, 2000, as compared to $955,496 for
the year ended December 31, 1999. Out of the total for the year ended
December 31, 2000, nearly 34% was attributable to allowance for doubtful
receivables. Another 21% was due to legal fees and 17% was for depreciation
of tangible assets. Approximately 28% was for employees payroll, rental,
utilities, general office supplies, communications, corporate insurance and
fees for professional and auditing services. In the year ended December 31,
1999, nearly 40% was attributable to allowance for doubtful receivables, 23%
was for legal fees and 15% for depreciation of tangible assets. The remaining
22% was for employees payroll, rental, utilities, general office supplies,
communications, corporate insurance and fees for professional and auditing
services.

      The Company also incurred management fees totaling $300,000 and
$70,000, respectively, for years ended December 31, 2000 and 1999, payable to
a company in which Mr. Patrick Lim, the President and Chief Executive Officer
of the Company, has a financial interest. The management fee was charged on
the basis of time spent for the administration and management services
provided to the Company.

Gain on disposal of assets - related parties

      For the year ended December 31, 2000, the Company recognized a deferred
gain on disposal of assets of $416,411. The gain was deferred from 1998 when
the company sold a patent to a related party for $421,521, where the
consideration received consists of account receivable. The gain was
recognized in 2000 after the Company received full payment from the related
party.

Gain on disposal of subsidiary

      In September 2000, the Company sold its 51% equity interest in Vistel
(Malaysia) Sdn Bhd for a receivable of $13,418. At the date of the sale, the
Company's portion of the subsidiary's net liabilities over assets was
$475,833. As a result of the sale, the Company recognized a $489,251 gain on
disposal of subsidiary.

LIQUIDITY AND CAPITAL RESOURCES

     As of the end of the reporting period, the Company had cash of $4,071.
All operations were funded from internally generated funds and working
capital advanced from time to time by the principal shareholder, director and
officer of the Company. These advances bear no interest and have no fixed
terms of repayment.

     As of December 31, 2000, the Company owed Mr. Lim, the Chief Executive
Officer, President and a Director of the Company, $120,421 for short-term
cash advances made to the subsidiary of the Company for working capital
purposes from time to time. Additionally, as at December 31, 2000 the amount
owing to a company in which Mr. Lim has a financial interest amounted to
$145,929. This amount was for short-term cash advances made to the Company
and its subsidiaries for working capital purposes from time to time and for
management fees. These amounts are unsecured, bear no interest and have no
fixed terms of repayment.

     For the year ended December 31, 2000, net cash used in operating
activities was $509,171, mainly due to higher operating costs. For the year
ended December 31, 1999, net cash used in operating activities was $38,720,
mainly due to the purchase of communications equipment during the fourth
quarter of 1999 amounting to $1,226,961 from a related party as settlement
for amount due to the Company.


                                       14
<PAGE>

     Cash used in investing activities of $650,270 in 2000 was mainly due to
acquisition of communications equipment for the rollout of VISIONET and
increased investment in PTSB.

      Cash provided by financing activities of $1,159,265 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.

      The Company requires about $5.0 million for working capital in 2001 in
connection with the build-out of network infrastructure to support the
rollout and operation of VISIONET. Although the Company has not committed to
any capital expenditures, nor has the Company's Board of Directors approved
any capital expenditures, the Company believes that investment in
infrastructure is a necessary and logical step towards the Company's plan to
deploy its wireless network.

     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.

-     The Company may also seek to obtain equipment financing.

     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 acquired assets of approximately $1.2 million,
including asset purchases of approximately $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. There is, however, no assurance that financing will be
available or, if available, that it would be offered to the Company on
acceptable terms. The Company will continuously evaluate its financing
requirements and may decide to consider alternative modes of financing.

     No dividends on the common stock were paid by the Company for the two
years reported herein.

ITEM 7. FINANCIAL STATEMENTS

         The audited financial statements of the Company being furnished in
response to this Item are contained in a separate section of this Report
following the signature page.


                                       15
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     There were no disagreements on accounting and financial disclosures with
the Company's present independent accountants, Horwath Gelfond Hochstadt
Pangburn, P.C., during the reporting period.

     On August 11, 2000, Arthur Andersen & Co, the Company's independent
public accountants for the Company's last fiscal year ended December 31, 1999
and the first quarter of 2000 resigned. On August 11, 2000, the Company
engaged the accounting firm of CH Yap & Co as the Company's independent
public accountants to replace the firm of Arthur Andersen & Co. This change
of independent accountants was approved by the Board of Directors of the
Company.

       Arthur Andersen & Co's report dated June 28, 2000 on the Company's
financial statements for the year ended December 31, 1999 did not contain an
adverse opinion or a disclaimer of opinion and was not qualified or modified
as to uncertainty, audit scope or accounting principles, except that its
report included a paragraph relating to the Company's ability to continue as
a going concern. There were no disagreements with Arthur Andersen & Co.
during such fiscal year or the subsequent interim period on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, to the extent not resolved
to the satisfaction of Arthur Andersen & Co., would have caused that firm to
make reference in connection with its reports to the subject matter of the
disagreement or any reportable event. At the conclusion of its audit of the
Company's financial statements for the year ended December 31, 1999, Arthur
Andersen & Co. provided a letter to the Company that described a material
weakness in the Company's internal control structure. Specifically, Arthur
Andersen & Co. recommended that the Company acquire additional expertise with
respect to generally accepted accounting principles in the United States and
the reporting requirements of the United States Securities and Exchange
Commission. Arthur Andersen & Co. further informed the Company that this
matter was considered by Arthur Andersen & Co. during its audit and it does
not modify the opinion expressed in Arthur Andersen & Co.'s auditor's reports
dated May 15, 2000 and June 28, 2000. There were no other reportable events.

     The Company is in the process of reviewing its policies and procedures
over accounting and reporting with a view to addressing the concerns raised
by Arthur Andersen & Co. The Company requested that Arthur Andersen & Co.
furnish it with a letter addressed to the Commission stating whether it
agreed with the above statement. A copy of such letter, dated August 15,
2000, was filed as Exhibit 16 to the Form 8-K dated August 15, 2000, as filed
with the Commission on August 15, 2000. The Company also provided CH Yap &
Co. with a copy of this report prior to its filing with the Commission. CH
Yap & Co had no additional information or comments to address to the
Commission.

      On November 6. 2000, CH Yap & Co, the Company's independent accountants
for the second quarter of 2000, resigned. CH Yap & Co did not deliver an
accountant's report to the Company during the period they served as the
Company's independent accountants.

      On November 8, 2000, the Company engaged the accounting firm of Horwath
Gelfond Hochstadt Pangburn, P.C. as the Company's independent accountants to
audit the Company's financial statements for the fiscal year ending December
31, 2000, as well as future financial statements, and to review the Company's
quarterly financial statements. This change of independent accountants was
approved by the Board of Directors of the Company. There were no
disagreements with CH Yap & Co. during the interim period on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement if not resolved to the
satisfaction of CH Yap & Co. would have caused that firm to make reference in
connection with its reports, to the subject matter of the disagreement or any
reportable event. The Company requested that CH Yap & Co. furnish it with a
letter addressed to the Commission stating whether it agreed with the above
statements. A copy of such letter dated November 6, 2000, was filed as
Exhibit 16 to the Form 8-K dated November 6, 2000, as filed with the
Commission on November 13, 2000. The Company also provided Horwath Gelfond
Hochstadt Pangburn P.C. with a copy of the Form 8-K dated November 6, 2000,
prior to its filing with the Commission. Horwath Gelfond Hochstadt Pangburn,
P.C. had no additional information or comments to address to the Commission.

                                       16
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     The Directors and Executive Officers of the Company, and their
respective ages and positions held in the Company, as of March 31, 2001 are
as follows:-

<TABLE>
<CAPTION>

     NAME                                           AGE         POSITION HELD
     ------                                         ----        -------------------
     <S>                                            <C>         <C>
     Wan Abdul Razak bin Muda                        64         Chairman and Director

     Patrick Soon-Hock Lim                           51         President, Chief Executive Officer and Director

     Valerie Hoi-Fah Looi                            42         Secretary and Director

     Chee-Hong, Leong                                35         Chief Financial Officer/Treasurer

</TABLE>

--------------
(1) The directors of the Company will serve in such capacity until the next
annual meeting of the Company's shareholders or until their successors have been
elected and qualified. The officers serve at the discretion of the Company's
Directors. There are no family relationships among the Company's officers and
directors, nor are there any arrangements or understandings between any of the
directors or officers of the Company or any other person pursuant to which any
officer or director was or is to be selected as an officer or director.

         MR. WAN ABDUL RAZAK BIN MUDA, 64, has served as the Chairman of the
Board of the Company since April 1999. In addition, Mr. Muda has been the
Chairman of the Board of AEI and PTSB since February 1993. Since 1992, he has
been the Chairman and Director of Tiong Nam Transport Holdings Bhd, a
Malaysian public land cargo transportation and warehousing company. Prior to
joining Tiong Nam Transport Holding Bhd, Mr. Muda had served in the Malaysian
Police Force for 34 years. He joined the Malaysian Police Force as a police
cadet after completing senior high school. As part of his training, he
attended numerous courses conducted by the Royal Malaysian Police Training
College and rose from the rank and file to his last position as the Chief
Police Officer of the state of Terengganu, Malaysia.

         MR. PATRICK SOON-HOCK LIM, 51, has served as President and Chief
Executive Officer of the Company, positions he has held since April 1999. Mr.
Lim has been the Managing Director at AEI since 1988 and has been involved in
the multimedia industry for the past 11 years. Mr. Lim earned his Masters of
Science from Reading University, United Kingdom in 1974.

         MS. VALERIE HOI-FAH LOOI, 42, has served as the Corporate Secretary
of the Company since April 1999 and, in such position, she is responsible for
corporate affairs and human resources of Kalan and AEI. Ms. Looi has also
served as the Senior Vice President, Corporate Affairs at AEI, a position she
has held since joining AEI in 1990. She has over 10 years of experience in
corporate affairs. Ms. Looi received her Diploma in Management from the
Malaysian Institute of Management, Malaysia.

         MR. CHEE-HONG LEONG, 35, has served as the Chief Financial Officer
and Treasurer of the Company since February 2000. He is a Fellow of
Association of Chartered Certified Accountants, United Kingdom. Mr. Leong is
responsible for the financial and administrative functions of the Company.
Mr. Leong was the Assistant Accounts Manager at Industrial Concrete Products
from April 1994 to December 1999. Mr. Leong earned his Bachelor of Arts in
Accounting at Ulster University in Northern Ireland in 1989 and qualified as
a Chartered Certified Accountant with the Association of Chartered Certified
Accountants in 1994.


                                       17
<PAGE>

     The Company does not pay fees to members of the board of directors and
presently has no plans to pay directors' fees. Presently, Mr. Muda is the
only Outside Director of the Company.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934.

     Section 16(a) of the Securities Exchange Act of 1934, as amended, (the
"34 Act"), requires the Company's officers and directors and persons who own
beneficially more than ten percent of the Company's Common Stock to file
initial reports of ownership and changes in ownership with the Securities and
Exchange Commission ("SEC"). Based solely on a review of copies of the
Section 16(a) reports furnished to the Company and written representations by
certain reporting persons, the Company believes that all of the Company's
officers and directors, and all persons owning more than ten percent of the
Company's Common Stock have filed the subject reports, if required, on a
timely basis during and with respect to the fiscal year ended December 31,
2000, except that Mr. Patrick Soon-Hock Lim filed in November 2000 Form 4
required to have been filed in October 2000.

ITEM 10. EXECUTIVE COMPENSATION.

     The following table sets forth certain information concerning the
compensation earned by the Company's Chief Executive Officer and other
executive officers who were serving as executive officers at the end of the
last completed fiscal year and whose salary and bonus aggregated in excess
of $100,000. No other compensation not covered in the following table was
paid or distributed by the Company to such persons during the period covered.
Employee Directors receive no additional compensation for service on the
Board of Directors of the Company. Outside Directors received no compensation
from the Company as such during this period, except as indicated below.

         In December 2000, the Company granted stock options to directors and
officers of the Company. Mr. Lim, the current President and Director, has an
option for 500,000 common shares at $0.085 until December 5, 2005. Mr. Muda,
the current Chairman and Director has an option for 100,000 common shares at
$0.085 until December 5, 2005. Miss Looi, the current Secretary and Director,
has an option for 120,000 common shares at $0.085 until December 5, 2005. Mr.
Leong, the current Chief Financial Officer and Treasurer, has an option for
78,000 common shares at $0.085 until December 5, 2005. The closing price of
the common stock on December 6, 2000 was $0.075. As of the date hereof, none
of these options have been exercised.

     The Company has no other retirement, pension, profit sharing, stock
option, insurance or other similar programs. There were no long-term
compensation plans, awards, options nor any other compensation offered by the
Company.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

NAME AND PRINCIPAL POSITION                 YEAR        ANNUAL
---------------------------                 ----      COMPENSATION
                                                     --------------
                                                     SALARY            BONUS
                                                     ------            -----
<S>                                         <C>      <C>               <C>
Patrick Soon-Hock Lim                       2000      -
President, Chief Executive                  1999      $7,895 (1)
Officer and Director                        1998      Not applicable

</TABLE>

(1) Amounts received in 1999 represent director's fee from AEI for the year
ended December 31, 1999.

EMPLOYMENT AGREEMENTS

     The Company has no employment agreements with its Chief Executive
Officer and other executive officers. However, its wholly-owned subsidiary,
AEI, and Chee Hong Leong had entered into a letter agreement, dated December
8, 1999, with respect to Mr. Leong's appointment as Corporate Finance Manager
of AEI. Under the letter agreement, Mr. Leong will receive a basic salary of
$18,947 per year and be entitled to unspecified stock option


                                       18
<PAGE>

grants to be awarded by Kalan Gold Corporation in the future. Either party
may terminate the letter agreement by giving the other party one month's
prior written notice.

     AEI and Ms. Valerie Hoi-Fah Looi entered into a letter agreement dated
January 1, 1999 with respect to Ms. Looi's redesignation as Senior Vice
President of Corporate Affairs at AEI. Under the letter agreement, Ms. Looi
will receive a basic salary of $13,578 per year subject to review by the
Company from time to time.


                                       19
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following sets forth the number of shares of the Company's common
stock beneficially owned by (i) each person who, as of March 30, 2001, was
known by the Company to own beneficially more than five percent (5%) of its
common stock; (ii) each of the Directors and Executive Officers of the
Company and (iii) the Directors and Executive Officers of the Company as a
group. As of March 30, 2001, there were 97,290,999 common shares issued and
outstanding.

<TABLE>
<CAPTION>

NAME AND ADDRESS                          NUMBER OF SHARES OF             PERCENT OF
OF BENEFICIAL OWNER(1)                    BENEFICIAL OWNER (2)                CLASS
---------------------------------------------------------------------------------------------
<S>                                       <C>                             <C>
Patrick Soon-Hock Lim                       50,495,000 (3)                    51.90

Wan Abdul Razak bin Muda                       300,000 (4)                       *

Valerie Hoi-Fah Looi                         4,700,000                         4.83

Chee-Hong Leong                                    -                             -
                                            --------------                 --------------
All Officers and Directors as
a Group (4 persons)                         55,495,000                        56.73
                                            ==============                 ==============

</TABLE>

* Less than 1%.

(1)    The address for each beneficial owner is c/o Kalan Gold Corporation,
       Suite 11.02, Menara Merais, No. 1 Jalan 19/3, 46300 Petaling Jaya,
       Selangor, Malaysia.

(2)    The inclusion herein of any shares of common stock as beneficially owned
       does not constitute an admission of beneficial ownership of those shares.
       Unless otherwise indicated, each person listed above has sole investment
       and voting power with respect to the shares listed.

(3)    Includes (a) 8,000,000 shares directly owned by Mr. Lim's wife, (b)
       8,000,000 shares directly owned by Mr. Lim's son and (c) 25,245,000
       shares owned by LSH Asset Holdings Sdn Bhd, a corporation controlled by
       Mr. Lim and his wife.

(4)    Of such shares (i) 60,000 are beneficially owned by Mr. Muda's spouse and
       (ii) 60,000 are held by each of Mr. Muda's three daughters.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During the year ended December 31, 2000, the Company had related transactions
with the following parties:

LSH ASSET HOLDINGS SDN BHD ("LSH"):

LSH is a company wholly owned by the Company's Chief Executive Officer and
his wife. During the year ended December 31, 2000 and 1999, LSH billed the
Company $300,000 and $70,000, respectively, for management fees. LSH also
made short term advances to the Company from time to time for working capital
purposes. As of December 31, 2000, the amount due to LSH was $145,929. This
amount is unsecured, bears no interest, and has no fixed terms of repayment
and is recorded in the financial statements as "Amount due to an affiliated
company".

                                       20
<PAGE>

VISIONEWS ASIA SDN BHD ("VASB"):

During the year ended December 31, 2000, the Company received $21,027 from
VASB for an administration fee and sub-letting a portion of the Company's
premises to VASB. The Company also received $5,288 from VASB in respect of
revenue deferred from 1999. As of December 31, 2000, $81,560 of receivables
from 1999 was not recognized as revenue due to the uncertainty of collection.
During the year ended December 31, 1999, the Company received from VASB
revenue of $151,948 and $32,491 for an administration fee and sub-letting a
portion of the Company's premises to VASB. Additionally, the Company
purchased communications equipment of $1,226,961 from VASB in 1999. The terms
of repayment for the amount due from VASB is similar to terms accorded to the
Company's other existing customers. The Company's chief executive officer is
a director of VASB and owns a 40% equity interest in VASB. A director of
PTSB, is also a director of VASB and owns a 20% equity interest in VASB.

SYNERVEST SDN BHD ("SSB"):

As of December 31, 2000, $92,105 of receivable from 1999 was not recognized
as revenue due to the uncertainty of collection. During the year ended
December 31, 1999, the Company received from SSB, revenue of $105,792 and an
administration fee of $23,748. The terms of repayment for the amount due from
SSB are similar to terms accorded to the Company's other existing customers.
The Company also acquired a patent for digital image display technology from
SSB in 1999, for an aggregate purchase price of $448,567 as consideration for
settlement of an amount owed to the Company by SSB. In May 2000 the Company
sold this patent to a third party for cash of $492,105. A director of PTSB is
a director of SSB and holds a 60% equity interest in SSB.

As of December 31, 2000, long-term receivable, related parties, consisted of
an overdue amount of $789,474 from SSB. This amount primarily arose in the
year ended December 31, 1998 when the Company sold to SSB assets used in the
operations of a subsidiary. These assets, comprising analog video hardware
and peripherals and a patent for image display, were sold to SSB for a total
sum of $1,661,175. Due to the uncertainty of collection of the related
receivable, the gain has been deferred and will be recognized only after all
costs have been recovered. During the year ended December 31, 2000, the
Company received payment of $601,533 and recognized a gain on sale of assets
of $416,411. The deferred gain on sale of assets totaled $729,395 at December
31, 2000.

KHIDMAT MAKMUR SDN BHD ("KMSB"):

A director of PTSB is a director of KMSB and holds a 30% equity interest in
KMSB. During the year ended December 31, 2000, the Company received $300,000
from KMSB, in respect of revenue deferred from 1999. As of December 31, 2000,
$155,382 of receivables from 1999 was not recognized in revenue as the
collectibility is uncertain. During the year ended December 31, 1999, the
Company received $1,219 of revenue from KMSB. The terms of repayment for the
amount due from KMSB are similar to terms accorded to the Company's other
existing customers.

MY ARCHITECT ("MYA") AND MY DRAUGHTING SERVICES ("MDS"):

A director of PTSB is a principal partner of MYA and MDS. During the year
ended December 31, 2000, the Company received $149,771 from MYA and $49,882
from MDS, in respect to revenue deferred from 1999. During the year ended
December 31, 1999, the Company received revenue of $1,123 from MYA and $413
from MDS. As of December 31, 2000 $139,474 and $104,447 of 1999 receivables
from MYA and MDS, respectively, were not recognized in revenue as the
collectibility is uncertain. During the year ended December 31, 2000, the
Company also received $130,610 from MYA in respect of sale of assets in 1999,
which resulted in a gain on sale of assets of $99,680 for the year ended
December 31, 1999. The terms of repayment for the amount due from MYA and MDS
are similar to terms accorded to the Company's other existing customers.

                                       21
<PAGE>

CHIEF EXECUTIVE OFFICER:

As of December 31, 2000, the Company owed the Chief Executive Officer of the
Company $120,421 for short-term cash advances made to the Company for working
capital purpose from time to time. The amount owing to the Chief Executive
Officer is unsecured, bears no interest, has no fixed terms of repayment and
is recorded in the financial statements as "Amount due to a director".

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K.

(a)  Exhibits.

3.1      Articles of Incorporation (Incorporated by reference to Exhibit 3A to
         the Company's Form 10-SB filed with the SEC on March 6, 1995.)

3.2      Articles of Amendment (Incorporated by reference to Exhibit 3B to the
         Company's Form 10-SB filed with the SEC on March 6, 1995.)

3.3      Bylaws (Incorporated by reference to Exhibit 3C to the Company's Form
         10-SB filed with the SEC on March 6, 1995.)

3.4      Articles Of Amendment to change name from Knight Natural Gas to Kalan
         Gold Corporation. (Incorporated by reference to Exhibit 3.4 to the
         Company's Form 10-KSB filed with the SEC on April 14, 2000.)

10.1     Amended Settlement Memorandum, dated December 14, 1999, as confirmed by
         Judge Jim R. Carrigan of the Judicial Arbiter Group in Denver.
         (Incorporated by reference to Exhibit 10.1 to the Company's Form 10-KSB
         filed with the SEC on April 14, 2000.)

10.2     Agreement and Plan of Reorganization, dated April 20, 1999, between
         Kalan Gold Corporation and Animated Electronic Industries Sdn. Bhd.
         (Incorporated by reference to Exhibit 2.1 to the Company's Current
         Report on Form 8-K/A dated April 20, 1999, as filed with the SEC on
         July 2, 1999.)

10.3     Employment Letter Agreement, dated January 1, 1999, between Valerie
         Looi and Animated Electronic Industries Sdn. Bhd. (Incorporated by
         reference to Exhibit 10.3 to the Company's Form 10-KSB filed with the
         SEC on April 14, 2000.)

10.4     Employment Letter Agreement, dated December 8, 1999, between Leong Chee
         Hong and Animated Electronic Industries Sdn. Bhd. (Incorporated by
         reference to Exhibit 10.4 to the Company's Form 10-KSB filed with the
         SEC on April 14, 2000.)

21.1     List of Subsidiaries

99.1     Letter from Arthur Andersen & Co. dated April 14, 2000 (Incorporated by
         reference to Exhibit 10.1 to the Company's Form 10-KSB filed with the
         SEC on April 14, 2000).

(b)  Reports on Form 8-K.

     On November 13, 2000, the Company 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
accountant.


                                       22
<PAGE>

                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                                       Kalan Gold Corporation

Dated: April 14, 2001                  By:      /s/ Patrick Soon-Hock Lim
                                          -------------------------------------
                                          Patrick Soon-Hock Lim
                                          President and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

          SIGNATURE                         TITLE                                         DATE
          ---------                         -----                                         ----
<S>                                         <C>                                        <C>

/s/ PATRICK SOON-HOCK LIM                   President, Chief Executive                 April 14, 2001
-----------------------------               Officer and Director
Patrick Soon-Hock Lim                       (Principal Executive Officer)


/s/ CHEE HONG LEONG                         Chief Financial Officer                    April 14, 2001
-------------------                         Financial Officer and
Chee Hong Leong                             Principal Accounting Officer)


/s/ WAN ABDUL RAZAK BIN MUDA                Chairman and Director                      April 14, 2001
----------------------------
Wan Abdul Razak bin Muda


/s/ LOOI HOI FAH                            Director                                   April 14, 2001
----------------
Looi Hoi Fah

</TABLE>

                                       23
<PAGE>

                     KALAN GOLD CORPORATION AND SUBSIDIARIES
                     YEARS ENDED DECEMBER 31, 2000 AND 1999
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<S>                                                                   <C>
Independent auditors' report                                          F1
Consolidated financial statements:
         Balance sheet                                                F2
         Statements of operations                                     F3
         Statements of changes in shareholders'
           equity and comprehensive loss                              F4
         Statements of cash flows                                     F5-F6
         Notes to consolidated financial statements                   F7-F17

</TABLE>


<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Kalan Gold Corporation

We have audited the accompanying consolidated balance sheet of Kalan Gold
Corporation and subsidiaries as of December 31, 2000, and the related
consolidated statements of operations, changes in shareholders' equity and
comprehensive loss and cash flows for each of the years in the two-year
period ended December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Kalan
Gold Corporation and subsidiaries as of December 31, 2000, and the results of
their operations and their cash flows for each of the years in the two-year
period ended December 31, 2000, in conformity with generally accepted
accounting principles.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in
Note 1 to the consolidated financial statements, the Company suffered losses
from operations of $1,152,072 in 2000 and $835,567 in 1999, had negative cash
flows from operating activities of $509,175 and $38,720 in 2000 and 1999,
respectively, and has an accumulated deficit of $1,153,872 at December 31,
2000. These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regards to these matters
are also described in Note 1. The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.

HORWATH GELFOND HOCHSTADT PANGBURN, P.C.

Denver, Colorado
April 2, 2001


                                      F-1
<PAGE>

                     KALAN GOLD CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2000

<TABLE>
<S>                                                                        <C>
                                     ASSETS
Current assets:

     Cash                                                                  $     4,071
     Accounts receivable, less allowance for doubtful
       accounts of $779,179 (Note 10)                                          896,052
     Prepaid expenses                                                           30,325
                                                                           -----------
              Total current assets                                             930,448
Furniture and equipment, net (Notes 5 and 6)                                 1,869,418
Intangible assets, net (Note 2)                                                588,938
Long-term receivables, related parties (Note 3)                                789,474
                                                                           -----------
                                                                           $ 4,178,278
                                                                           ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

     Current portion of capital lease obligations (Note 6)                 $    17,163
     Accounts payable                                                          249,886
     Accrued expenses                                                          303,786
     Amount due to an affiliated company (Note 3)                              145,929
     Amount due to a director (Note 3)                                         120,421
                                                                           -----------
              Total current liabilities                                        837,185
                                                                           -----------
     Capital lease obligations, net of current portion (Note 6)                135,310
     Deferred gain (Note 3)                                                    729,395
                                                                           -----------
              Total liabilities                                              1,701,890
                                                                           -----------
Minority interest                                                              160,233
                                                                           -----------
Commitments and contingencies (Notes 1 and 11)

Shareholders' equity (Note 7):
     Preferred stock, $0.10 par value; 1,000,000 shares authorized;
       no shares issued and outstanding
     Common stock, $.00001 par value; 100,000,000 shares authorized;
       97,290,999 shares issued and outstanding                                    973
     Additional paid-in capital                                              3,412,415
     Accumulated deficit                                                    (1,153,872)
     Accumulated other comprehensive income                                     56,639
                                                                           -----------
              Total shareholders' equity                                     2,316,155
                                                                           -----------
                                                                           $ 4,178,278
                                                                           ===========

</TABLE>

                 See notes to consolidated financial statements


                                      F-2
<PAGE>

                     KALAN GOLD CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>

                                                               2000                1999
                                                           ------------        ------------
<S>                                                        <C>                 <C>
Revenues:
     Related parties (Note 3)                              $    504,941        $    260,495
     Others                                                   3,688,572             444,345
                                                           ------------        ------------
                                                              4,193,513             704,840
Cost of revenues                                              3,621,796              14,512
                                                           ------------        ------------
Gross profit                                                    571,717             690,328
                                                           ------------        ------------
Operating expenses:
     Sales and marketing                                         86,542              16,985
     General and administrative:
       Related parties (Note 3)                                 300,000              70,000
       Others (Note 2)                                        1,337,247             955,496
     Impairment of goodwill (Note 2)                                 --             483,414
                                                           ------------        ------------
Total operating expenses                                      1,723,789           1,525,895
                                                           ------------        ------------
Loss from operations                                         (1,152,072)           (835,567)
                                                           ------------        ------------
Other income (expense):
     Interest expense                                           (25,800)            (63,125)
     Gain on sale of subsidiaries (Note 9)                      489,251                  --
     Gain on disposal of assets:
       Related parties (Note 3)                                 416,411              99,680
       Others (Note 4)                                           43,538                  --
     Other income:
       Related parties (Note 3)                                  21,027              56,239
       Others                                                       250                 801
                                                           ------------        ------------
                                                                944,677              93,595
                                                           ------------        ------------
Loss before minority interest                                  (207,395)           (741,972)
Minority interest                                               (46,824)            233,821
                                                           ------------        ------------
Net loss                                                   $   (254,219)       $   (508,151)
                                                           ============        ============
Basic and diluted loss per common share                    $      (0.00)       $      (0.01)
                                                           ============        ============
Weighted average number of common shares outstanding         96,951,655          92,604,646
                                                           ============        ============

</TABLE>

                 See notes to consolidated financial statements


                                      F-3
<PAGE>

                     KALAN GOLD CORPORATION AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                             AND COMPREHENSIVE LOSS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>

                                     Common stock
                              -------------------------
                                                                                         Accumulated
                                                             Additional                     other
                                                 Par          paid-in     Accumulated    comprehensive
                                Shares          value         capital       Deficit         income         Total
                              ----------      ---------    ------------   ------------   -------------  -----------
<S>                           <C>             <C>          <C>            <C>            <C>            <C>
Balances,
 January 1, 1999              87,000,000      $     870    $ 2,318,718    $  (391,502)   $    66,245    $ 1,994,331

Issuance of shares in
 connection with
 acquisition of Kalan Gold
 Corporation                   7,990,999             80        (56,280)            --             --        (56,200)

Comprehensive loss:

 Net loss for the year
  ended December 31, 1999             --             --             --       (508,151)            --       (508,151)

 Foreign currency
  translation
  adjustment                          --             --             --             --         (9,898)        (9,898)

Comprehensive loss                                                                                         (518,049)
                              ----------      ---------    ------------   ------------   -------------  -----------
Balances,
 December 31, 1999            94,990,999      $     950    $ 2,262,438    $  (899,653)   $    56,347    $ 1,420,082

Issuance of common shares      2,300,000             23      1,149,977             --             --      1,150,000

Comprehensive loss:

 Net loss for the year
  ended December 31, 2000             --             --             --       (254,219)            --       (254,219)

 Foreign currency transla-
  tion adjustment                     --             --             --             --            292            292


 Comprehensive loss                   --             --             --             --             --       (253,927)
                              ----------      ---------    ------------   ------------   -------------  -----------
Balances,
 December 31, 2000            97,290,999      $     973    $ 3,412,415    $(1,153,872)   $    56,639    $ 2,316,155
                              ==========      =========    ============   ============   =============  ===========

</TABLE>

                 See notes to consolidated financial statements


                                      F-4
<PAGE>

                     KALAN GOLD CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                           2000                  1999
                                                                                         --------              --------
<S>                                                                                     <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                                           $  (254,219)        $  (508,151)
     Adjustments to reconcile net loss to net cash used in operating activities:

     Minority interest                                                                       46,824            (233,821)
     Depreciation and amortization                                                          227,588             220,869
     Reserve for bad debts                                                                  455,012             382,060
     Gain on disposal of assets                                                            (459,949)            (99,680)
     Impairment of goodwill                                                                      --             483,414
     Gain on disposal of subsidiary                                                        (489,251)                 --
     Changes in operating assets and liabilities:
       Increase in receivables                                                             (173,008)           (643,904)
       (Increase)decrease in prepaid expenses                                               (26,053)                 49
       Decrease in inventories                                                                6,786                  --
       Increase in payables and accrued expenses                                            157,095             360,444
                                                                                        -----------         -----------
           Net cash used in operating activities                                           (509,175)            (38,720)
                                                                                        -----------         -----------
CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from sale of furniture and equipment                                          130,610                  --
     Purchase of furniture and equipment                                                   (413,080)            (10,347)
     Purchase of investment in subsidiary                                                  (859,905)                 --
     Proceeds from sale of assets                                                           492,105                  --
                                                                                        -----------         -----------
           Net cash used in investing activities                                           (650,270)            (10,347)
                                                                                        -----------         -----------
CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issue of shares of common stock                                        1,150,000                  --
     Net proceeds from affiliated company                                                   108,563              99,286
     Net payments to a director                                                             (46,900)            (11,737)
     Payment of obligation under capital leases                                             (52,398)            (22,926)
                                                                                        -----------         -----------
           Net cash provided by financing activities                                      1,159,265              64,623
                                                                                        -----------         -----------
</TABLE>

                                    (CONTINUED)
                                       F-5
<PAGE>

                     KALAN GOLD CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                           2000                  1999
                                                                                         --------              --------
<S>                                                                                     <C>                 <C>
Effect of exchange rate change on cash                                                          292             (11,936)
Net (decrease) increase in cash                                                                (180)             15,556
Cash, beginning of year                                                                       3,959                 339
                                                                                        -----------         -----------
Cash, end of year                                                                             4,071               3,959
                                                                                        ===========         ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid for interest during the period                                           $    54,948         $    33,977
                                                                                        ===========         ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
  ACTIVITIES:

     Subsidiary sold in exchange for accounts receivable                                $    13,418
                                                                                        ===========
     The Company purchased additional common stock of a
       subsidiary for $859,905. In conjunction with the
       acquisition, liabilities were assumed as follows:
       Fair value of assets required                                                    $ 1,154,374
       Cash paid                                                                           (859,905)
                                                                                        -----------
       Liabilities assumed                                                              $   294,469
                                                                                        ===========
     Video communication system sold in exchange for
       accounts receivable from related party                                                               $  130,610

     Communication equipment received as settlement of
       accounts receivable from related party                                                               $1,226,961

     Patent for digital image display received as settlement
       of accounts receivable from related party                                                            $ 448,567

     Common stock issued in connection with the Company's
       merger with Kalan Gold Corporation                                                                   $(56,200)

</TABLE>

                 See notes to consolidated financial statements


                                      F-6
<PAGE>

                    KALAN GOLD CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    YEARS ENDED DECEMBER 31, 2000 AND 1999


NOTE 1: ORGANIZATION, BASIS OF PRESENTATION, GOING CONCERN AND MANAGEMENT'S
        PLANS:

ORGANIZATION AND BASIS OF PRESENTATION:

Kalan Gold Corporation and subsidiaries (the "Company") provides network
facilities and services for two-way wireless broadband applications that
include distance learning, live news coverage, remote video surveillance,
emergency field services (including tele-medicine) and on site progress
monitoring. The Company's revenues for 2000 and 1999 were primarily derived
from the design, development and production of interactive multimedia
websites and content.

On April 20, 1999, the Company, formerly known as Knight Natural Gas, Inc., a
Colorado corporation, completed a merger with Animated Electronic Industries
Sdn Bhd ("AEI"), a Malaysian, privately-held company formed October 6,
1988. At closing, AEI's shareholders received approximately 88% or 83,320,000
shares of the outstanding post-merger common stock of the Company in exchange
for their AEI common stock. The transaction has been recorded in 1999 as an
acquisition of Kalan Gold Corporation by AEI, and a recapitalization of AEI.

The accompanying consolidated financial statements include the accounts of
Kalan Gold Corporation and its wholly-owned subsidiary, AEI, as well as AEI's
86% owned subsidiary, Perwimas Telecommunications Sdn Bhd ("PTSB"), a company
incorporated in Malaysia. In December 2000, AEI increased its investment in
PTSB from 51% to 86% after acquiring 4,328,000 shares of PTSB's common stock
for cash of $859,905. During 2000, AEI sold its entire 51% interest in Vistel
(Malaysia) Sdn Bhd ("VMSB"), an investment holding company incorporated in
Malaysia, for accounts receivable of $13,421. The accounts of VMSB were
included in the consolidated statement of operations up to the effective date
of disposal.

GOING CONCERN AND MANAGEMENT'S PLANS:

The Company's consolidated financial statements for the year ended December
31, 2000, have been prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities and commitments in
the normal course of business. The Company suffered losses from operations of
$1,152,072 in 2000 and $835,567 in 1999, had negative cash flows from
operating activities of $509,175 and $38,720 in 2000 and 1999, respectively,
and has an accumulated deficit of $1,153,872 at December 31, 2000. The
Company expects to incur continued cash outflows, which are expected to
result in a working capital deficiency within the next year. As a result, the
Company may experience difficulty and uncertainty in meeting its liquidity
needs during the next fiscal year.

These factors raise substantial doubt about the Company's ability to continue
as a going concern. The consolidated financial statements do not include any
adjustments relating to the recoverability and classification of assets or
the amounts and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.

The Company is developing a wireless broadband network, "VISIONET", in
Malaysia and intends to acquire additional licenses and spectrum rights in
other Asian markets. In 1999, the Company was not able to launch VISIONET due
to operational, technical and financial issues that included overdue
receivables which were difficult to collect. Furthermore, the inability of
equipment vendor and systems integrators to deliver the wireless broadband
equipment at the agreed-upon price and performance specifications caused
potential investors and financiers to withhold their funds for the roll out
of VISIONET. In November 2000, PTSB entered into a strategic alliance with a
Malaysian internet service provider. The Company has developed a revised
business model based on the operations of an integrated national broadband
network. The Company expects to generate revenues by providing other
broadband communication services that include:

1.   operation of VISIONET;
2.   operation of its multimedia portal, VISIONETWORK.COM;
3.   development and operation of local mobile networks that provide mobile
     Internet access through handheld devices; and
4.   production and delivery of training and adult education programs.

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.


                                      F-7
<PAGE>

                    KALAN GOLD CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                    YEARS ENDED DECEMBER 31, 2000 AND 1999

NOTE 1: ORGANIZATION, BASIS OF PRESENTATION, GOING CONCERN AND MANAGEMENT'S
        PLANS (CONTINUED):

GOING CONCERN AND MANAGEMENT'S PLANS (CONTINUED):

The Company's plan to overcome its financial difficulties and return to
profitability 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 second 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.

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
     intends to keep close contact with its debtors to keep updated on their
     liquidity status. Legal action will only be taken as a last resort.

-    Advances from a director/officer who is also a major shareholder as
     required to finance the Company's working capital requirements.

-    The Company may consider a private placement of its shares.

-    The Company may also seek to obtain equipment financing.

With the above plans and barring any unforeseen circumstances, Management
believes the Company will be able to continue as a going concern.

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES:

FINANCIAL STATEMENTS:

The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America.

The Company's consolidated financial statements include the results of
operations of the subsidiaries' business from the date of acquisition. Net
assets of the subsidiaries are recorded at their fair value at the date of
acquisition. All significant inter-company accounts and transactions have
been eliminated on consolidation.

The consolidated financial statements include the accounts of AEI and its
Malaysian subsidiaries and the accounts of Kalan Gold Corporation from the
date of the reverse acquisition.


                                      F-8
<PAGE>

                    KALAN GOLD CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                    YEARS ENDED DECEMBER 31, 2000 AND 1999

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

COMPREHENSIVE INCOME:

The Company adopted Statement of Financial Accounting Standards (SFAS) No.
130, "REPORTING COMPREHENSIVE INCOME," on January 1, 1998. SFAS No. 130
establishes standards for the reporting and display of comprehensive income,
its components and accumulated balances in a full set of general purpose
financial statements. SFAS No. 130 defines comprehensive income to include
all changes in equity except those resulting from investments by owners and
distributions to owners. Among other disclosures, SFAS No. 130 requires that
all items that are required to be recognized under current accounting
standards as components of comprehensive income be reported in a financial
statement that is presented with the same prominence as other financial
statements. The Company's only current component of comprehensive income are
foreign currency translation adjustments.

The functional currency of the Company's subsidiaries is the Malaysian
Ringgit. The financial statements of these subsidiaries are translated into
United States dollars using year-end rates of exchange for assets and
liabilities, and average rates of exchange for the year for revenues, costs,
and expenses. Translation gains and losses are treated as a component of
shareholders' equity. The reporting currency used in the financial statements
is USD unless otherwise stated.

REVENUE RECOGNITION:

Revenue represents the net invoiced value of goods sold or fees earned from
the production of multimedia programs and Intranet and management and
consulting services. The Company recognizes revenue from the sales of goods
in the period when significant risks and rewards of ownership has transferred
to its customers. The Company recognizes revenue from the services provided
in the period in which the services are performed and when there is no
significant uncertainty regarding the consideration to be received and the
associated costs to be incurred.

NET LOSS PER COMMON SHARE:

Loss per common share is determined in accordance with SFAS No. 128,
"Earnings Per Share" (EPS). SFAS No. 128 requires the presentation of two EPS
amounts, basic and diluted. Basic EPS is calculated by dividing net income by
the weighted average number of common shares outstanding for the period.
Diluted EPS includes the dilution that would occur if outstanding stock
options and other dilutive securities were exercised and is comparable to the
EPS the Company has historically reported. The diluted EPS calculation
excludes the effect of stock options when their exercise prices exceed the
average market price over the period.

INCOME TAXES:

Income taxes are provided for the tax effects of transactions reported in the
financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the recorded book basis and tax
basis of assets and liabilities for financial and income tax reporting. The
deferred tax assets and liabilities represent the future tax return
consequences of those differences, which will either be taxable or deductible
when the assets and liabilities are recovered or settled. Deferred taxes are
also recognized for operating losses that are available to offset future
taxable income and tax credits that are available to offset future federal
income taxes.


                                      F-9
<PAGE>

                    KALAN GOLD CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                    YEARS ENDED DECEMBER 31, 2000 AND 1999

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

FURNITURE, EQUIPMENT AND DEPRECIATION:

Furniture and equipment are stated at cost less depreciation. Depreciation is
calculated on the straight-line method over the expected useful lives of the
assets. The principal annual rates of depreciation are:

<TABLE>
     <S>                                                                                               <C>
     Office Equipment, furniture and fittings, computer software                                       20%
     Tools and equipment, video communication hardware and peripherals, office renovation              10%

</TABLE>

Routine expenses for maintenance and repair are expensed as incurred.
Expenditures that results in enhancement of the value or in extension of the
useful life of fixed assets are capitalized.

LONG LIVED ASSETS:

Long-lived assets to be held and used are reviewed for impairment whenever
events or changes in circumstances indicate that the related carrying amount
may not be recoverable. When required, impairment losses on assets to be held
and used are recognized based on the fair value of the asset and long-lived
assets to be disposed of are reported at the lower of carrying amount or fair
value less cost to sell.

FAIR VALUE OF FINANCIAL INSTRUMENTS:

The Company's on-balance sheet financial instruments consist of cash,
accounts receivable, accounts payable, and other accrued liabilities. Except
for long-term debt, the carrying amounts of such financial instruments
approximate fair value due to their short maturities. At December 31, 2000,
based on rates available for similar types of debt, the fair value of
long-term debt was not materially different from its carrying amount. The
Company has no material off-balance sheet financial instruments.

ASSETS UNDER CAPITAL LEASES:

The Company records assets acquired under capital leases as fixed assets and
the corresponding obligation under capital leases as a liability. The initial
recording value of assets under a capital lease is the lesser of the fair
value of the leased assets or the present value of the minimum lease
payments, excluding any portion representing executory costs and profit
thereon. The assets recorded under capital leases are depreciated over the
shorter of the lease term or estimated useful life of the assets.

INTANGIBLE ASSETS:

Intangible assets at December 31, 2000 consists of goodwill of $588,938.
Goodwill represents the costs of the Company's investment in PTSB in excess
of the net tangible assets acquired, and is amortized on the straight line
method over five years.

In December 2000, the Company purchased an additional 35% interest
(increasing the Company's ownership interest from 51% to 86.%) through the
acquisition of 4,328,000 shares of PTSB's common stocks from a non-related
minority shareholder of PTSB for cash of $859,905. The excess of the price
paid over the net tangible assets acquired resulted in goodwill of $588,938.
The Company accounted for this transaction under the purchase method of
accounting based upon the market value of the common stock issued by the
Company.

The Company's financial statements for the year ended December 31, 1999
include a $483,414 charge for impairment of goodwill. This goodwill was
related to the previous acquisition of PTSB common stock by AEI. Management
had initially planned to roll out VISIONET in 1999, and believed the goodwill
from the PTSB acquisition would be recovered from operations. However, by the
end of 1999, PTSB was not able to launch VISIONET as planned due to
operational, technical and financial issues. In view of the aforementioned
issues, the Company concluded in December 31, 1999, that there was no
foreseeable cash flow and concluded that the remaining PTSB goodwill at that
date was fully impaired. Amortization expense for the year ended December 31,
1999 was $72,894.

                                      F-10
<PAGE>

                    KALAN GOLD CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                    YEARS ENDED DECEMBER 31, 2000 AND 1999

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

ADVERTISING:

Costs related to advertising and promotion of products are charged to sales
and marketing expense as incurred. Advertising and promotion costs were
$47,229 and $16,985 in 2000 and 1999, respectively.

OPERATING LEASES:

The Company leases its office facility under a two-year, non-cancelable
operating lease, which expires in August 2002. The lease requires the Company
to pay rent of $1,844 per month, as well as taxes, maintenance, insurance and
certain other operating costs of the leased property. Future minimum lease
payments are $22,128 and $14,752, respectively, for the years ending December
31, 2001 and 2002. Rent expense was $23,988 and $11,987 for the years ended
December 31, 2000 and 1999, respectively.

SEGMENT REPORTING:

The Company does not include segment reporting in the financial statements as
the Company functioned as a single operating unit in 2000 and 1999. The
Company's revenue is derived primarily from operation in Malaysia and
substantially all of the Company's assets are located in Malaysia.

STOCK-BASED COMPENSATION:

SFAS No. 123, ACCOUNTING FOR STOCK BASED COMPENSATION, defines a
fair-value-based method of accounting for stock-based employee compensation
plans and transactions in which an entity issues its equity instruments to
acquire goods or services from non-employees, and encourages but does not
require companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company has chosen to account for
employee stock-based compensation using the intrinsic value method prescribed
in Accounting Principles Board Opinion No. 25 ("APB No. 25"), ACCOUNTING FOR
STOCK ISSUED TO EMPLOYEES, and related interpretations. Accordingly, employee
compensation cost for stock options is measured as the excess, if any, of the
estimated fair value of the Company's stock at the date of the grant over the
amount an employee must pay to acquire the stock.

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 at the date of the balance sheet and the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

RECENTLY ISSUED ACCOUNTING STANDARDS:

In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS No.
133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. This
statement, as amended, is effective for fiscal years beginning after June 15,
2000. Currently, the Company does not have any derivative financial
instruments and does not participate in hedging activities; therefore,
management believes that SFAS No. 133 will not impact the Company's financial
statements.

In December 1999, the staff of the Securities and Exchange Commission issued
Staff Accounting Bulletin ("SAB") No. 101, REVENUE RECOGNITION IN FINANCIAL
STATEMENTS. SAB No. 101, as amended by SAB No. 101A and SAB No. 101B, is
effective no later than the fourth fiscal quarter of fiscal years beginning
after December 15, 1999. SAB No. 101 provides the Staff's views in applying
generally accepted accounting principles to selected revenue recognition
issues. Currently, the Company believes that it complies with the accounting
and disclosure described in SAB No. 101; therefore, management believes that
SAB No. 101 will not impact the Company's financial statements.

RECLASSIFICATIONS

Certain amounts reported in the prior year financial statements have been
reclassified for comparative purposes to conform to the presentation in the
current year financial statements.


                                      F-11
<PAGE>

                    KALAN GOLD CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                    YEARS ENDED DECEMBER 31, 2000 AND 1999

NOTE 3: RELATED PARTY TRANSACTIONS:

During the years ended December 31, 2000 and 1999, the Company had related
party transactions with the following entities:

LSH ASSET HOLDINGS SDN BHD ("LSH"):

LSH is a company wholly-owned by the Company's chief executive officer and
his wife. During the year ended December 31, 2000 and 1999, LSH billed the
Company $300,000 and $70,000, respectively for management fees. LSH also made
short term advances to the Company from time to time for working capital
purposes. As of December 31, 2000, the amount due to LSH was $145,929. This
amount is unsecured, bears no interest, has no fixed terms of repayment, and
is recorded in the financial statements as "Amount due to an affiliated
company".

VISIONEWS ASIA SDN BHD ("VASB"):

The Company's chief executive officer is a director of VASB and owns a 40%
equity interest in VASB. A director of PTSB, is also a director of VASB and
owns a 20% equity interest in VASB. During the year ended December 31, 2000,
the Company received $21,027 from VASB for an administration fee and
sub-letting a portion of the Company's premises to VASB. The Company also
received $5,288 from VASB in respect of revenue deferred from 1999. As of
December 31, 2000, $81,560 of receivables from 1999 was not recognized as
revenue due to the uncertainty of collection. During the year ended December
31, 1999, the Company received from VASB revenue of $151,948 and $32,491 for
an administration fee and sub-letting a portion of the Company's premises to
VASB. Additionally, the Company purchased communications equipment of
$1,226,961 from VASB in 1999. The terms of repayment for the amount due from
VASB is similar to terms accorded to the Company's other existing customers.

SYNERVEST SDN BHD ("SSB"):

A director of PTSB is a director of SSB and holds a 60% equity interest in
SSB. As of December 31, 2000, $92,105 of receivables from 1999 was not
recognized as revenue due to the uncertainty of collection. During the year
ended December 31, 1999, the Company received from SSB, revenue of $105,792
and an administration fee of $23,748. The terms of repayment for the amount
due from SSB are similar to terms accorded to the Company's other existing
customers. The Company also acquired a patent for digital image display
technology from SSB in 1999, for an aggregate purchase price of $448,567 as
consideration for settlement of an amount owed to the Company by SSB. In May
2000 the Company sold this patent to a third party for cash of $492,105.

As of December 31, 2000, long-term receivable, related parties, consisted of
an overdue amount of $789,474 from SSB. This amount primarily arose in the
year ended December 31, 1998 when the Company sold to SSB assets used in the
operations of a subsidiary. These assets, comprising analog video hardware
and peripherals and a patent for image display, were sold to SSB for a total
sum of $1,661,175. Due to the uncertainty of collection of the related
receivable, the gain has been deferred and will be recognized only after all
costs have been recovered. During the year ended December 31, 2000, the
Company received payment of $601,533 and recognized a gain on sale of assets
of $416,411. The deferred gain on sale of assets totaled $729,395 at December
31, 2000.

KHIDMAT MAKMUR SDN BHD ("KMSB"):

A director of PTSB is a director of KMSB and holds a 30% equity interest in
KMSB. During the year ended December 31, 2000, the Company received $300,000
from KMSB, in respect of revenue deferred from 1999. As of December 31, 2000,
$155,382 of receivables from 1999 was not recognized in revenue as the
collectibility is uncertain. During the year ended December 31, 1999, the
Company received $1,219 of revenue from KMSB. The terms of repayment for the
amount due from KMSB are similar to terms accorded to the Company's other
existing customers.


                                      F-12
<PAGE>

                    KALAN GOLD CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                    YEARS ENDED DECEMBER 31, 2000 AND 1999

NOTE 3: RELATED PARTY TRANSACTIONS (CONTINUED):

MY ARCHITECT ("MYA") AND MY DRAUGHTING SERVICES ("MDS"):

A director of PTSB is a principal partner of MYA and MDS. During the year
ended December 31, 2000, the Company received $149,771 from MYA and $49,882
from MDS, in respect of revenue deferred from 1999. During the year ended
December 31, 1999, the Company received revenue of $1,123 from MYA and $413
from MDS. As of December 31, 2000, $139,474 and $104,447 of 1999 receivables
from MYA and MDS, respectively, were not recognized in revenue as the
collectibility is uncertain. During the year ended December 31, 2000, the
Company also received $130,610 from MYA in respect of sale of assets in
1999, which resulted in a gain on sale of assets of $99,680 for the year
ended December 31, 1999. The terms of repayment for the amount due from MYA
and MDS are similar to terms accorded to the Company's other existing
customers.

CHIEF EXECUTIVE OFFICER:

As of December 31, 2000, the Company owed the Chief Executive Officer of the
Company $120,421 for short-term cash advances made to the Company for working
capital purpose from time to time. The amount owing to the Chief Executive
Officer is unsecured, bears no interest, has no fixed terms of repayment and
is recorded in the financial statements as "Amount due to a director".

NOTE 4: GAIN ON SALE OF ASSETS:

Gain on disposal of assets related to the sale of a patent for digital image
display technology, previously acquired from SSB in 1999 as disclosed in Note
3, Related Party Transactions. In May 2000, the Company entered into an
agreement with an unrelated third party to sell a patent for digital image
display technology, previously acquired from SSB in 1999 for cash of $492,105
(RM1,870,000). The sale was completed in June 2000 when the Company received
the cash and recognized a gain of $43,538.

NOTE 5: FURNITURE AND EQUIPMENT:

     Furniture and equipment consists of the following at December 31, 2000:

<TABLE>
     <S>                                                                                <C>
     Office equipment                                                                   $           85,155
     Furniture and fittings                                                                         27,780
     Tools and equipment                                                                           152,997
     Video Communication hardware and peripherals                                                2,171,964
     Computer software                                                                             138,687
     Office renovation                                                                              11,010
                                                                                        ------------------
                                                                                                 2,587,593
      Less accumulated depreciation                                                               (718,175)
                                                                                        ------------------
                                                                                        $        1,869,418
                                                                                        ==================

</TABLE>

Depreciation expense for the years ended December 31, 2000 and 1999 was
$227,588 and $147,975, respectively.


                                      F-13
<PAGE>

                    KALAN GOLD CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                    YEARS ENDED DECEMBER 31, 2000 AND 1999

NOTE 6: CAPITAL LEASE OBLIGATIONS:

Certain telecommunications and other assets are leased from a lessor under
various equipment lease financing facilities. Such leases have been accounted
for as capital leases. At the Company's request, the lessor agreed to an
extension on the repayment period in 1998 to enable the Company to secure
additional working capital financing. The rescheduled lease terms for all
capital leases commenced on December 1998 and are payable on a monthly basis
with the final payment due November 2006. The Company will acquire title to
all assets under capital leases, upon payment of the final lease payment in
November 2006.

As of December 31, 2000 the future minimum lease payments on capital leases
are as follows:

<TABLE>
<CAPTION>

           Year ending
           December 31:
           ------------
           <S>                                                                          <C>
           2001                                                                         $           36,284
           2002                                                                                     36,284
           2003                                                                                     36,284
           2004                                                                                     36,284
           2005                                                                                     36,284
           thereafter                                                                               33,233
                                                                                        ------------------
           Total payments                                                                          214,653
           Less:  Amount representing interest                                                     (62,180)
                                                                                        ------------------
           Present value of minimum capital lease payments                                         152,473
           Less:  Current maturities of capital lease
             obligations                                                                           (17,163)
                                                                                        ------------------
                                                                                        $          135,310
                                                                                        ==================

</TABLE>

Assets under these capital leases which are included in property and
equipment at December 31, 2000 are as follows:

<TABLE>
         <S>                                                                            <C>
         Video communication hardware and peripherals                                   $          408,896
         Less accumulated depreciation                                                            (197,409)
                                                                                        ------------------
                                                                                        $          211,487
                                                                                        ==================

</TABLE>

NOTE 7: SHAREHOLDERS' EQUITY:

PREFERRED STOCK:

The Company is authorized to issue one million shares of preferred stock, par
value $.10 per share, which may be issued in series with such designations,
preferences, stated values, rights, qualifications or limitations as
determined by the Board of Directors. As of December 31, 2000, no preferred
stock has been issued.

ISSUANCE OF COMMON STOCK

On February 24, 2000, the Company issued an aggregate of 2,300,000 shares of
restricted common stock in a private placement for cash of $1,150,000.
Proceeds from this private placement were used to repay advances made to the
Company by its chief executive officer and LSH.


                                      F-14
<PAGE>

                    KALAN GOLD CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                    YEARS ENDED DECEMBER 31, 2000 AND 1999

NOTE 7: SHAREHOLDERS' EQUITY (CONTINUED):

STOCK OPTIONS:

In December 2000, the Company granted certain officers and employees of the
Company options to purchase up to 912,000 shares of the Company's common
stock at $0.085 per share (which was greater than the market price of the
Company's stock at the date of the grant). The options are exercisable
through December 2005, contingent upon continuous service by the
officers/employees through specified dates.

If the Company had accounted  for the 912,000  options  issued to employees
and officers in  accordance  with FASB statement No. 123, the Company's net
loss and net loss per share would approximate the pro forma disclosure below:

<TABLE>
<CAPTION>
                                                                    Year ended December 31, 2000
                                                                  As reported            Pro forma
                                                                  -------------        -------------
     <S>                                                          <C>                    <C>
     Net loss                                                      (254,219)             (299,769)
     Basic and diluted loss per share                               (0.00)                (0.00)
</TABLE>

      The value of the options granted during the year ended December 31,
2000 is calculated using the Black-Scholes methodology as prescribed by FASB
Statement No. 123. The Company utilized an expected dividend yield of 0,
expected stock price volatility of 104%, a risk free interest rate of 6%, and
an expected life of the option of 3 years.

         A summary of the status of the Company's stock options as of
December 31, 2000, and changes during 2000 is presented below:

<TABLE>
<CAPTION>
                                                                          2000
                                                          --------------------------------------
                          Options Outstanding
                        ------------------------
                                                           Shares                Exercise Price
                                                          --------              ----------------
                      <S>                                 <C>                   <C>
                      Beginning of the year                      -                         -
                      Granted                              912,000                    $0.085
                      Exercised                                  -                         -
                      Forfeited                                  -                         -
                                                           -------
                      End of the year                      912,000                    $0.085
                                                           =======
                      Options exercisable at year
                      end                                  720,000                    $0.085
</TABLE>

         The following table summarizes information about options outstanding
at December 31, 2000.

<TABLE>
<CAPTION>
                           Options Outstanding
           ------------------------------------------------------
             Number             Remaining
           Outstanding      Contractual Life      Exercise Price
           ------------------------------------------------------
           <S>              <C>                  <C>
              912,000             4.90                $0.085
</TABLE>

                                      F-15
<PAGE>

                    KALAN GOLD CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                    YEARS ENDED DECEMBER 31, 2000 AND 1999

NOTE 8: INCOME TAXES:

Temporary differences and carry forwards that give rise to deferred tax assets
and liabilities as of December 31, 2000 are as follows:

<TABLE>
<S>                                                                                     <C>
DEFERRED TAX ASSETS
       Net operating loss carry forward                                                 $        1,029,270
       Unutilized tax allowable depreciation                                                       196,316
       Deferred legal fees                                                                          57,000
                                                                                        --------------------
                                                                                                 1,282,586
       Less: Valuation allowance                                                                (1,260,218)
                                                                                        --------------------
       Deferred tax asset net of allowance                                                          22,368
DEFERRED TAX LIABILITIES
       Depreciation                                                                                (22,368)
                                                                                        --------------------
NET DEFERRED TAX LIABILITY                                                                              --
                                                                                        ====================
</TABLE>

For 2000 and 1999, all income/(loss) of the Company was derived from its
operations in Malaysia. The Company has no current provision for income taxes
for 2000 or 1999 due to the Company's net operating losses in those years.
Based on statutory rates, the Company's expected tax benefit arising from the
2000 and 1999 net losses would be approximately $71,000 and $190,000
respectively. The difference between the expected tax benefit and
non-recognition of a tax benefit in 2000 and 1999 is the result of a
valuation allowance applied to deferred tax assets in excess of deferred tax
liabilities.

The valuation allowance offsets the net deferred tax assets for which there
is no assurance of recovery. The valuation allowance is evaluated considering
positive and negative evidence about whether the deferred tax assets will be
realized. At that time of evaluation, the allowance is either increased or
reduced; reduction could result in the complete elimination of the allowance
if positive evidence indicates that the value of the deferred tax assets is
no longer impaired and the allowance is no longer required. The net operating
loss carry forward consists of $755,263 arising from the Company's operations
in Malaysia and $274,007 arising from the Company's activities in Colorado.
The net operating loss carry forward that relates to operations in Malaysia
can be carried forward indefinitely while the net operating loss carry
forward that relates to the Company's activities in Colorado expire through
the year 2020.

NOTE 9: SALE OF SUBSIDIARY:

During the year ended December 31, 2000, the Company sold its 51% owned
subsidiary, Vistel (Malaysia) Sdn Bhd for accounts receivable of $13,421. At
the date of sale, the Company's portion of the subsidiary's excess net
liabilities over assets was $475,830. As a result, the Company recognized a
$489,251 gain on the sale.

                                      F-16
<PAGE>

                    KALAN GOLD CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                    YEARS ENDED DECEMBER 31, 2000 AND 1999

NOTE 10: SIGNIFICANT CONCENTRATIONS OF CREDIT RISK:

The Company grants credit, generally without collateral, to its customers.
Approximately 64% of net revenues during the year ended December 31, 1999
were made to three customers. During 2000, no one customer accounted for
greater than 10% of net revenues. Allowance for doubtful accounts receivable
was $779,179 and $382,060 at December 31, 2000 and 1999, respectively. The
Company will continue to pursue vigorously the collection of all its
outstanding accounts receivable.

For the year ended December 31, 2000 and 1999, approximately 23% and 100%,
respectively, of cost of revenue were accounted for by two and more suppliers,
respectively.

NOTE 11: PENDING LITIGATION:

Following the April 1999 AEI merger, certain disputes arose between the
Company and the Company's former President, Treasurer and legal counsel, each
of whom either directly and/or indirectly beneficially own common stock of
the Company. Those disputes involved, among other things, the issuance of
1,840,000 shares of the Company's common stock to an entity controlled by the
former legal counsel (the "Disputed Shares") at the time of the merger, bills
for pre-acquisition legal services, recovery of the Company's historical
corporate records, and various claims of alleged misrepresentations in
connection with the merger.

In January 2000, the Company filed an action against these parties in the
Arapahoe County, Colorado, District Court.

In March 2000, the former legal counsel and certain parties (the
"Defendants") filed two counterclaims against the Company. The first
counterclaim seeks approximately $193,000 in attorneys' fees that the former
legal counsel alleges the Company owes for legal services, the major portion
of which were rendered prior to the merger. The second counterclaim seeks a
declaration removing a stop transfer order the Company issued to its stock
transfer agent with respect to shares of common stock held in the names of
the Defendants.

The Company intends to prosecute the case vigorously and believes it has
meritorious claims and defenses. In the opinion of management, based on the
information known, the ultimate liability for the pending legal proceeding
has been accrued.

                                      F-17