<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 3

                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED: DECEMBER 31, 1999
                           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: NONE

              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: $704,840

     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

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                                TABLE OF CONTENTS
<TABLE>
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                                                                              Page
                                                                              ----
<S>                                                                           <C>
PART 1

Item 1   Description of Business                                                3
Item 2   Description of Property                                               10
Item 3   Legal Proceedings                                                     10
Item 4   Submission of matters to a Vote of Security Holders                   11

PART II

Item 5   Market for Common Equity and Related Stockholder Matters              12
Item 6   Management's Discussions and Analysis of Financial Condition and
         Results of Operations                                                 14
Item 7   Financial Statements                                                  17
Item 8   Changes In and Disagreements with Accountants on Accounting and
         Financial Disclosure                                                  18

PART III

Item 9   Directors, Executive Officers, Promoters and Control Persons,
         Compliance with Section 16(a) of the Exchange Act                     19
Item 10  Executive Compensation                                                20
Item 11  Security Ownership of Certain Beneficial Owners and Management        22
Item 12  Certain Relationships and Related Transactions                        23
Item 13  Exhibits and Reports on Form 8-K                                      24

</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."

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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.

     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"). Under the terms of
the Reverse Acquisition, the Company was to issue an aggregate of 87,000,000
shares of its common stock to the former stockholders of AEI. The Company was
subsequently notified by AEI that an aggregate of 83,320,000 shares of its
common stock were issued to the former stockholders of AEI and an additional
3,680,000 shares were improperly issued to a financial advisor and the Company's
former legal counsel. The Company is attempting to recover the 3,680,000 shares
from such persons and has, on January 26, 2000, issued a stop transfer order
with respect to such 3,680,000 shares. A description of the legal action
initiated by the Company to recover the shares is described under `Item 3 -
Legal Proceedings' of this report. As a result of the Reverse Acquisition, the
former AEI shareholders obtained ownership of approximately 88% of the Company's
common stock.

     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; and marketing of video telecommunications and surveillance equipment.
AEI has two subsidiaries: Perwimas Telecommunications Sdn Bhd ("PTSB") and
Vistel (Malaysia) Sdn Bhd ("Vistel").

     PTSB, a 51%-owned subsidiary of AEI, was incorporated in January 1993 under
the Malaysian Companies Act. In June 1997, PTSB obtained a 10-year
telecommunications 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"
and "Effect of Regulations on the Company".

     Vistel (Malaysia), a 51%-owned subsidiary of AEI, was incorporated in May
1995 under the Malaysian Companies Act. The company is principally an investment
holding company.

     As of December 31, 1999, the Company had a total of 94,990,999 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 1999, the Company was primarily involved in the design, development and
production of interactive multimedia websites and content.

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     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.

     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 VISIONET 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 Malaysian ISPs, competitive local exchange carriers (CLECs) and
international carriers to provide a fully integrated communications service to
local and overseas customers.

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 Internet Protocol (IP)
     -    video-conferencing over IP
     -    remote video surveillance
     -    production, hosting and distribution of multimedia content
     -    training and adult education programs
     -    interactive online games

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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 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.

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 two reporting periods and at December 31, 1999, had an
accumulated deficit of approximately $900,000. 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:

                                       5
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     -    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.

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 communications companies. 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 and higher equipment prices would adversely
affect the Company's operating results and could damage future marketing
efforts.

                                       6
<PAGE>

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.

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 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
(ISPs). Currently, there are 7 ISPs in Malaysia and these include MIMOS, Telekom
Malaysia, Maxis Communications, Time Dotcom and Digi Telecommunications. These
ISPs are able to offer high-speed Internet access utilizing Digital Subscriber
Line (DSL) technology, that 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

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     -    potentially adverse tax and cash flow consequences resulting from
          operating in multiple countries with different laws and regulations.

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 register its license under the new Act. The
registration is effective on the date of filing with the CMC.

     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.

EFFECT OF REGULATIONS ON THE COMPANY

     The Company currently expects that both CMA 1998 and CMCA 1998 ("Act 589"),
which came into effect after the Company's broadband license was granted, will
have a net positive influence on the Company's participation in the multimedia
industry. These Acts have broadened the scope of permissible business operations
for industry participants by providing new opportunities, particularly in
telephony, multimedia and Internet Protocol compatible communications. The
Company hopes that it will benefit because the Acts compel all
telecommunications network operators to accord equal access service to their
customers. With equal access, customers who are registered with one
telecommunications network operator will have the option to use the services of
any other network operator and be invoiced separately by the respective operator
for the services used.

     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. This exclusivity may cease
when the government of Malaysia lifts the current freeze on applications for new
licenses on March 31, 2000.

CONDITIONS OF LICENSE GRANTED TO PTSB

     On May 28, 1997, PTSB was granted a license to establish, maintain and
operate a telecommunications system for the provision of broadband
communications services throughout Malaysia. Under the license agreement, the
services the Company is permitted to provide include the following:

     -    interactive distance learning
     -    live news coverage
     -    remote video surveillance
     -    emergency field services
     -    on-site progress monitoring; and
     -    energy conservation and building management.

     The provision of additional services is subject to the prior written
approval of the Director General of Telecommunications.

     The license granted to the Company is for an initial ten-year term. Under
the terms of the License Agreement, the terms and conditions of the license are
subject to review from time to time by the Minister of Energy Communications and
Multimedia, and the Minister may add, vary or revoke any terms or condition
imposed on the Company. The key provisions of the License Agreement are outlined
below:

          (i)  Payment of Fees - The Company is required to pay the following
               amounts to the Ministry of Energy Communications & Multimedia at
               the following times: (a) on the date the License was granted, the
               sum of RM 50,000 (U.S. $19,250, based on an exchange rate of
               RM3.80: US$1.00 as at March 31,

                                       8
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               2000); and (b) beginning on December 31, 1997 and annually
               thereafter, a renewal fee in an amount equal to 0.08% of the
               Company's annual audited gross sales subject to an annual minimum
               of RM 5,000 (US$1,316 based on an exchange rate of RM3.80 :
               US$1.00 as of March 31, 2000) per year. The amount of the annual
               license fee is subject to review by the Minister of Energy
               Communications and Multimedia after the first three years. As of
               the year ended December 1999, the Company had paid all amounts
               that were payable under the License.

          (ii) Connection of Other Systems and Apparatus - The Company must
               allow any person or organization to connect peripheral equipment
               or apparatus to VISIONET for the transmission and receiving of
               any messages within or amongst its private premises, provided
               that the person or organization shall have earlier entered into
               an agreement with the Company stipulating terms and conditions,
               relevant charges and equipment specifications for such
               connection.

         (iii) Network Security - The Company must adequately ensure that: (a)
               there is no obstruction or intervention of the Company's network;
               (b) the Company does not interfere with the working of other
               telecommunications systems or the radio communications services
               of the Government of Malaysia or the Malaysian Armed Forces or
               any other station licensed by the Government; and (c) the Company
               complies with all regulations, directives and orders given by the
               Telecommunications Authority of Malaysia and the International
               Telecommunications Union regarding the transmission and use of
               bandwidth and frequencies.

          (iv) Price Control - The Minister reserves the right to establish
               price control arrangements for the relevant service provided by
               the Company with which the Company is required to comply. The
               Company must maintain separate financial data and accounts for
               the WVCN services and must submit such data to the Minister upon
               request.

          (v)  Content - The Company must comply with any terms and conditions
               imposed by any relevant governmental authorities with respect to
               programming content.

          (vi) Transferability - The Company is not permitted to assign,
               transfer, sublet or otherwise dispose of its rights, duties,
               liabilities, obligations and privileges under the WVCN license to
               any person, except with the prior written consent of the
               Minister.

         (vii) Contracts with Third Parties to Operate or Provide Licensed
               System or Services - Where the Company has entered into or
               intends to enter into any joint venture, association, contract or
               arrangement with a third party, the effect of which would be to
               permit the third party to operate or provide the Company's
               services, the Company must seek the Minister's approval.

        (viii) Compliance with the Law - The Company must observe and comply
               with the CMA 1998 (or any Regulations made thereunder), the
               International Telecommunications Convention and any other treaty
               or convention to which Malaysia is a party. Nothing in the WVCN
               license can have the effect of varying the Company's obligations
               to obtain any other licenses, permits or approvals that may be
               required under the laws of Malaysia.

               For example, the Company is required to obtain approval from the
               Standards & Research Institute of Malaysia (the "SIRIM") for the
               Company's proposed network transmission and customer premises
               equipment prior to the importation and installation of such
               equipment in Malaysia. The Company does not currently anticipate
               any difficulty in obtaining approval from the SIRIM for the
               proposed network transmission and customer premises equipment
               because the Company believes that the technical and performance
               specifications of the relevant equipment conforms to the
               standards established by the International Telecommunications
               Union, of which Malaysia is a member.

          (ix) Exceptions and Limitations on Obligation - The Company shall not
               be held to have failed to comply with an obligation imposed upon
               it by or under the WVCN license if and to the extent that the
               Director General is satisfied that it is prevented from complying
               with those obligations for the following reasons: (a) the
               malfunction or failure of any apparatus or equipment where the
               Director General determines that reasonable measures were taken
               beforehand; (b) the act or omission of any national authority or
               international organization; or (c) any other factor which, in the
               opinion of the Director General is beyond the Company's
               reasonable control and which notwithstanding the exercise by it
               of reasonable diligence and foresight, the Company was unable to
               prevent or overcome.

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<PAGE>

          (x)  Revocation of WVCN License - The Minister may at any time revoke
               the WVCN license by thirty days notice in writing given to the
               Company at its registered office in any of the following
               circumstances: (a) if any fee payable is unpaid thirty days after
               it becomes due whether a notice in writing has been given to the
               Company or not; (b) upon breach of any Conditions imposed in the
               WVCN license; (c) if the Company enters into receivership or
               liquidation; or whether voluntary or involuntary save for the
               purpose of amalgamation or reconstruction; (d) if the Company
               ceases to carry on its business; or (e) if any action was taken
               for voluntary winding up or dissolution of the Company or any
               order pursuant to the Malaysian Companies Act 1965 is made for
               the compulsory winding up or dissolution of the Company.

In the event that the WVCN license is not renewed or revoked, the Company will
not be entitled to any payment of compensation whatsoever from the Ministry for
any loss or damage that may have been incurred or suffered by the Company. The
determination of the license will not prejudice or affect the right of the MECM
to receive any sum due to the MECM for any breach or non-performance of any of
the conditions set out in the license.

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 other patent, except for a patent for digital image
display technology that the Company acquired from Synervest Sdn Bhd, a company
controlled by Mustaffa Yacob, a director of PTSB. The Company has entered into a
sale and purchase agreement with an unrelated third party who would acquire the
patent for aggregate cash consideration of $492,105. 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, 1999, the Company had 10 full-time employees and 12
part-time employees. The Company plans to recruit additional employees to
prepare for the full commercial launch of VISIONET in 2001.

ITEM 2. DESCRIPTION OF PROPERTIES.

     Between January 1, 1999 and June 30, 1999, the Company's principal office
was located at Tower II, Suite 100, 12835 E. Arapahoe Road, Englewood, Colorado
80112. On July 1, 1999, the Company's principal executive office was relocated
to Malaysia. The Company' principal executive office is presently located at
Suite 11.02, Menara Merais, No. 1 Jalan 19/3, 46300 Petaling Jaya, Selangor,
Malaysia.

     The Company has no other properties and 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.

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

                                       10
<PAGE>

$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 US$150,000 as a
contingency for its liability to the Wagner defendants. The Company can give 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.

                                       11
<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". Before
then, 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
1999 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

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

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

Fiscal Year 1998      High         Low
                      -----       -----
First Quarter         $0.75       $0.88
Second Quarter        $0.75       $0.84
Third Quarter         $0.90       $1.00
Fourth Quarter        $1.75       $1.88
</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 name" 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) As at January 1, 1997, the Company's issued share capital was 7,053,499. The
Company had also granted non-compensatory options to purchase 312,500 shares of
common stock to the officers of the Company. During 1997 and 1998, 37,500 and
200,000 stock options were exercised, respectively.

                                       12
<PAGE>

(ii) 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.

(iii) 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>

(iv) 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.

(v) 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. Proceeds from this private
placement were used to repay advances made to the Company by Mr. Patrick Lim and
LSH Asset Holdings Sdn Bhd.

(vi) 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 thereof, none of these
options have been exercised.

     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 LMDS equipment,
failure to obtain roof access, the ability of the Company to raise capital on a
timely basis, the Company's business is subject to existing and future
government regulations, failure to retain qualified personnel, competitive
pressures and potentially adverse tax and cash flow consequences resulting from
operating in multiple countries with different laws and regulations, ability to
maintain profitability in the future and general economic and business
conditions in Malaysia. The Company does not undertake to update, revise or
correct any forward-looking statements.

                                       13
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

OVERVIEW

     During 1999, the Company achieved revenues of $704,840 compared to
$1,192,411 in 1998. Revenue for 1999 was primarily derived from the production
of multimedia programs; design and consulting services for web-site development
and network engineering services; and consulting fees for project management
services. In 1998, the Company was principally engaged in the marketing of video
telecommunication and surveillance devices, and revenue was primarily derived
from the sales of such equipment. Net loss for the year ended December 31, 1999,
was $508,151, compared to the year ended December 31, 1998 net loss of $955,787.
The net loss in 1999 included an amount of $483,414 for impairment of goodwill.
The net loss in 1998 included a $514,827 loss on disposal of subsidiaries. The
loss per share of common stock was $0.01 in year ended December 31, 1999
compared to $0.13 in year ended December 31, 1998.

     The independent auditors' report on the Company's consolidated financial
statements for the years ended December 31, 1999 and 1998, 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 1999, the Company had total current assets of $1,560,733,
furniture and equipment of $1,683,926 and net tangible assets of $1,420,082. The
Company's shareholders' equity at year end 1999 was $1,420,082.

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,
                                   ---------------------------------
                                      1999                 1998
                                   -----------          -----------
<S>                                <C>                  <C>
Revenues                           $   704,840          $ 1,192,411
Gross Profit                           690,328              134,546
Sales and Marketing                     16,985               10,607
General and administrative           1,025,496              664,372
Net Loss                              (508,151)            (955,787)
</TABLE>

YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998

     Total revenue decreased by $487,571, or 41%, to $704,840 for the year ended
December 31, 1999 from $1,192,411 for the year ended December 31, 1998. This
decrease in 1999 was due to the Company deferring the recognition of related
party revenue totaling $1,077,909 due to the uncertainty of collectibility.

     Approximately 64% and 85% of net sales during the years ended December 31,
1999 and 1998, were made to three and one customers, respectively. Although the
Company recognizes that there is significant reliance on major customers, the
Company believes that this is due to the pioneer nature of the Company's
business in the development and production of multimedia content.

                                       14
<PAGE>

Gross Profit

     Gross profit increased from $134,546 for the year ended December 31, 1998
to $690,328 for the year ended December 31, 1999, an improvement of $555,782 or
413%. The increase in gross profit was due to lower cost of revenues incurred in
1999. Costs of revenues decreased by $1,043,353, or 99%, to $14,512 in 1999,
from $1,057,865 in 1998, following the change in emphasis of the Company's
business from the sale of telecommunications equipment to the development and
production of multimedia content. The development and production of multimedia
content for 1999 has a higher profit margin because expenses related to cost of
production were not segregated from general and administrative expenses, as the
Company only utilizes its existing manpower and facilities. Approximately 100%
of costs of revenues for years ended December 31, 1999 and 1998, were accounted
for by one and two suppliers, respectively.

Sales and marketing expenses

     Sales and marketing expenses increased by $6,378, or 60%, to $16,985 for
the year ended December 31, 1999 from $10,607 for the year ended December 31,
1998. This increase is mainly a result of higher expenses on promotion and
marketing incurred to promote the Company's business of developing and producing
multimedia programs and provision of design and consulting services for
interactive website development.

General and administrative expenses

     General and administrative expenses increased by $291,124, or 44%, to
$955,496 for the year ended December 31, 1999, from $664,372 for the year ended
December 31, 1998. Out of the total for the year ended December 31, 1999, nearly
40% was attributable to allowance for doubtful receivables. Another 23% was due
to legal fees and 15% was for depreciation of tangible assets. Approximately 22%
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, 1998, nearly 58% of general and
administrative expenses was attributable to expenses incurred by three
subsidiaries that the Company disposed of during the year ended December 31,
1998. Approximately 16% was for depreciation of tangible assets and 6% was for
goodwill amortization. The remaining 20% was for employees payroll, rental,
utilities, general office supplies, communications, corporate insurance and fees
for professional and auditing services.

     For the year ended December 31, 1999 the Company reserved $382,060 for
allowance on doubtful receivables, equivalent to 40% of general and
administrative expenses. The Company grants credit, generally without
collateral, to its customers. Approximately 85% and 77% of net accounts
receivable at December 31, 1999 and 1998, respectively, are due from four and
one customers, respectively. The Company recognizes that its aggressive credit
policy that provided for lenient credit terms and an extended credit period to
its customers created uncertainty on the recoverability of its accounts
receivable. The Company will, however, continue to pursue vigorously the
collection of all its outstanding accounts receivable. There was no provision
for doubtful receivables in 1998.

     In 1999, the Company incurred management fees of $70,000 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.

Impairment of goodwill

     For the year ended December 31, 1999 the Company wrote off goodwill of
$483,414, arising from the acquisition of PTSB by AEI. The original accounting
policy established by the Company in 1998 was to amortize goodwill over 15 years
as PTSB had initially planned to roll out VISIONET in 1999, and management
believed the PTSB goodwill 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. These issues included overdue receivables, which
were difficult to collect as debtors encountered serious liquidity problems.
Additionally, in the fourth quarter of 1999, the inability of equipment vendors
and the systems integrator to deliver the wireless broadband equipment at the
pre-agreed price and performance specifications caused potential investors and
financiers to withhold their funds for the roll out of VISIONET. Given the risk
of being a pioneer in this business in Malaysia and in view of the
aforementioned issues, the Company concluded that there was no foreseeable cash
flow and concluded that the Perwimas goodwill was fully impaired.

                                       15
<PAGE>

Interest expense

     Interest expense increased by $44,223, or 234% to $63,125 for the year
ended December 31, 1999 from $18,902 for the year ended December 31, 1998. This
interest primarily relates to the Company's capital lease commitments. 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
increase in interest expense is principally attributable to the impact of the
rescheduled lease terms, which commenced in 1999.

Loss on sale of subsidiaries

     In 1998, the Company sold its investments in three subsidiaries for cash of
$528,764. The results of operations of the three subsidiaries are included in
the consolidated statement of operations up to the date of disposal. The
transactions resulted in a loss on disposal of subsidiaries of $514,827.

Gain on disposal of assets

     Gain on disposal of tangible assets of $99,680 in 1999 relates to the
disposal of analog video communication equipment to a related party for a
receivable of $130,610. The Company received the payment in full in the year
ended December 31, 2000. In 1998, the Company disposed tangible and intangible
assets for gains of $830,769 (tangible assets) and $419,477 (intangible assets).
These assets, comprising analog video hardware and peripherals and a patent for
image display, were disposed, as these items were no longer relevant to the
Company's operations. The total gain of $1,250,246 included a gain of $1,145,806
relating to assets sold to a related party. Due to the uncertainty of collection
of the related receivable, this gain has been deferred and will be recognized
only after all costs have been recovered.

Income tax

     There was no income tax for the Company's operations in 1999 as the income
was derived in Malaysia, which was legislated to be a tax-free year for
Malaysian corporations by the Government of Malaysia. For 1998, the Company was
not subject to income tax as it posted an operating loss.

LIQUIDITY AND CAPITAL RESOURCES

     As of the end of the reporting period, the Company had cash of $3,959. 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, 1999, the Company owed the Chief Executive Officer of
the Company, $551,695 and as of December 31, 1998, the Company owed him
$563,432, in each case for short-term cash advances made to the subsidiary of
the Company for working capital purposes from time to time. Additionally, as of
December 31, 1999 and December 31, 1998, the amount owing to a company in which
the Chief Executive Officer has a financial interest amounted to $311,428 and
$212,142, respectively. This amount was for short-term cash advances made to the
Company and its subsidiaries for working capital purposes from time to time.
These amounts are unsecured, bear no interest and have no fixed terms of
repayment.

     For the year ended December 31, 1999, net cash used in operating
activities was $38,720, mainly due to the net increase in accounts receivable
of $643,904. In 1998, net cash used in operating activities of $2,360,895 was
mainly due to the net increase in accounts receivable of $1,118,545.

     Accounts receivable consists of sales of goods and fees receivables for
production of multimedia programs, management and consulting services. In order
to attract customers, the Company has pursued an aggressive credit policy and
extended lenient credit terms to all its customers, including related parties.
As of December 31, 1999, approximately 84% of accounts receivable were over 90
days past due. The Company has worked with its customers to reschedule payments
on these overdue accounts receivable. It has also sought and obtained written
undertakings from all its customers for full settlement of outstanding accounts
receivable. However, due to financial difficulties experienced by its customers,
primarily as a result of the Asian economic crisis, the Company is unsure of
whether it will be able to collect its outstanding accounts receivable. As a
prudent measure, the Company made a provision of $382,060 for allowance on
doubtful receivables. The Company's management plans to continue to pursue
collection of these doubtful receivables.

                                       16
<PAGE>

     In 1998, net cash provided by investing activities of $219,215 was
attributable to disposals of three subsidiaries and the related assets in the
Company.

     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. As
of December 31, 1999, the Company has acquired assets of approximately
$805,000, 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.

YEAR 2000 COMPLIANCE

     As of the date of this Annual Report, the Company did not experience any
Year 2000 compliance problems and all computer software appears to be
functioning properly.

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 beginning on
page F-1.

     Subsequent to the issuance of the Company's 1999 Form 10KSB/A filed June
28, 2000, management became aware that related party receivables related to the
normal operations and asset sales were not recorded properly. Due to the
extended period of time without payment from related parties and the uncertain
collectibility, the Company has determined that sales to related parties for
normal operations should be recorded as revenue when cash is collected. Also,
the sale of assets to related parties has been recorded under the cost of
recovery method. Revenue will be recognized when the cost of the equipment sold
has been fully recovered. (See note 13 to the financial statements.)

                                       17
<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.

                                       18
<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 Holdings 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.

     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.

                                       19
<PAGE>

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, 1999, except that:-

(i.)    LSH Asset Holdings Sdn. Bhd and Mr. Patrick Soon-Hock Lim filed in
        November 1999, Forms 3 required to have been filed in April 1999; and
        filed in November 1999, Forms 4 required to be filed in August 1999.

(ii.)   Ms. Valerie Hoi-Fah Looi filed in November 1999, Forms 3 and 4 required
        to have been filed in April 1999 and August 1999, respectively.

(iii.)  Mr. Wan Abdul Razak bin Muda filed in November 1999, a Form 3 required
        to have been filed in April 1999.

(iv.)   Mr. Ahmad Fauzi Zahari filed in November 1999 a Form 3 required to have
        been filed in August 1999. He has yet to file a Form 4 required to have
        been filed in December 1999.

ITEM 10. EXECUTIVE COMPENSATION.

     The following table sets forth the Summary Compensation Table for the 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.

     The Company (under former management prior to the Reverse Acquisition) had
granted a stock option to Mr. Raisch, the former Secretary-Treasurer and a
Director, for 75,000 common shares at $.02 per share until November 14, 2001. By
a letter agreement entered into between the Company and Mr. Raisch, this option
has been cancelled.

     The Company has no 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>
                                                   ANNUAL
                                                COMPENSATION
                                               ---------------
NAME AND PRINCIPAL POSITION          YEAR      SALARY    BONUS
---------------------------          ----      ------    -----
<S>                                  <C>       <C>       <C>
Patrick Soon-Hock Lim                1999      $7,895     (1)
President, Chief Executive           1998      Not applicable
Officer and Director                 1997      Not applicable


Sanford Altberger                    1999      $--        (2)
Former President                     1998      $--
and Director                         1997      $--
</TABLE>

(1)  Mr. Lim became President, Chief Executive Officer and a Director of the
     Company on April 20, 1999 in connection with the Reverse Acquisition.
     Amounts received in 1999 represent director's fee from AEI for the year
     ended December 31, 1999.

                                       20
<PAGE>

(2)  Mr. Altberger was the President of the Company until April 20, 1999 when he
     was replaced by Mr. Lim in connection with the Reverse Acquisition. Orovi
     Corporation, a private company controlled by Mr. Altberger, advanced loans
     to the Company from time to time for operational purposes. As of January 1,
     1998, the Company owed Orovi Corporation $84,926. An additional $41,300 was
     advanced through December 31, 1998. The balance owed, plus accrued
     interest, was satisfied by the Company issuing 465,000 shares of its common
     stock as payment of the debt in 1998.

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 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.

                                       21
<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.


                                       22
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During the year ended December 31, 1999, the Company had significant 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, 1999, LSH billed the Company $70,000
for management fees. During the year ended December 31, 1998, the Company
purchased fixed assets, including computer, studio and communications equipment
for $254,342 from LSH. In addition, the cost of revenues for 1998 included
communications equipment purchased from LSH valued at $1,002,963. LSH also made
short term advances to the Company from time to time for working capital
purposes. As of December 31, 1999 and 1998, the amount due to LSH was $311,428
and $212,142, respectively. 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"):

During the year ended December 31, 1999, the Company billed VASB total fees of
$238,796 for production of multimedia programs. As of December 31, 1999, $86,848
of the fees billed were not recognized in revenue due to the uncertainty of
collection. The Company also billed VASB $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. For
the year ended December 31, 1998, the Company sold telecommunications equipment
to VASB for $1,012,927 and billed VASB $8,010 for an administration fee and
sub-letting a portion of the Company's premises. The amount outstanding as at
December 31, 1998 included in accounts receivable was $1,046,944. 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 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"):

During the year ended December 31, 1999, the Company billed SSB for project
consulting fees totaling $197,897 for design and development work on multimedia
website and Internet Protocol based Extranet. The Company also billed SSB
$23,748 in 1999 for an administration fee. As of December 31, 1999, $92,105 of
the fees billed were not recognized as revenue due to the uncertainty of
collection. 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 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, 1999 and 1998, an overdue amount of $601,533 and $481,011,
respectively, was included in accounts receivable, related parties and $789,474
and $1,239,654, respectively, was included in long-term receivables, related
parties. These amounts 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. The deferred gain on sale
of assets totaled $1,145,806 at December 31, 1999 and 1998.

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, 1999, the Company billed KMSB for
project consulting fees totaling $456,601 for design and development work on
multimedia website. As of December 31, 1999, $455,382 of the total fees billed
were not recognized as revenue due to the uncertainty of collection. The terms
of repayment for the amount due from KMSB are similar to terms accorded to the
Company's other existing customers.

                                       23
<PAGE>

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, 1999, the Company billed MYA $290,368 and MDS $154,742 for design
and development work on multimedia website. As of December 31, 1999 $289,245 and
$154,329 of the amount billed to MYA and MDS, respectively, was not recognized
as revenue due to the uncertainty of collection. The Company also sold to MYA a
video communications system for $130,610 resulting in a gain on sale of assets
of $99,680 for the year ended December 31, 1999. Included in accounts
receivable, related parties at December 31, 1999 was $130,610 related to the
sale. 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, 1999, the Company owed the Chief Executive Officer of the
Company $551,695 and as of December 31, 1998, the Company owed him $563,432, for
short-term cash advances made to the Company for working capital purposes 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.

<TABLE>
<S>     <C>
 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.)
</TABLE>


                                       24
<PAGE>

<TABLE>
<S>     <C>
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 (Incorporated by reference to Exhibit 10.1 to the
        Company's Form 10-KSB filed with the SEC on April 14, 2000.)

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.)

</TABLE>

(b)  Reports on Form 8-K.

     None.


                                       25
<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 25, 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.


         SIGNATURE                          TITLE                      DATE
         ---------                          -----                      ----
/s/ Patrick Soon-Hock Lim       President, Chief Executive        April 25, 2001
----------------------------    Officer and Director
Patrick Soon-Hock Lim           (Principal Executive Officer)


/s/ Chee Hong Leong             Chief Financial Officer           April 25, 2001
----------------------------    (Principal Financial Officer and
Chee Hong Leong                 Principal Accounting Officer)


/s/ Wan Abdul Razak bin Muda    Chairman and Director             April 25, 2001
----------------------------
Wan Abdul Razak bin Muda


/s/ Looi Hoi Fah                Director                          April 25, 2001
----------------------------
Looi Hoi Fah


                                       26
<PAGE>

                     KALAN GOLD CORPORATION AND SUBSIDIARIES
                     YEARS ENDED DECEMBER 31, 1999 AND 1998
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<S>                                                                      <C>
Independent auditors' report                                              F1
Consolidated financial statements:
     Balance sheets                                                       F2
     Statements of operations                                             F3
     Statements of changes in shareholders'
        equity and comprehensive income (loss)                            F4
     Statements of cash flows                                             F5
     Notes to consolidated financial statements                           F6-F16

</TABLE>

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Kalan Gold Corporation

We have audited the accompanying consolidated balance sheets of Kalan Gold
Corporation and subsidiaries as of December 31, 1999 and 1998, and the related
consolidated statements of operations, changes in shareholders' equity and
comprehensive income (loss) and cash flows for the years then ended. 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, 1999 and 1998 and the results of
their operations and their cash flows for the years then ended in conformity
with generally accepted accounting principles.

The accompanying 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 $835,567 in 1999 and $540,433 in 1998, had negative cash flow from operating
activities of $38,720 and $2,360,895 in 1999 and 1998, respectively, and has a
accumulated deficit of $899,653 at December 31, 1999. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard 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.

As discussed in Note 12, the Company restated its 1999 and 1998 consolidated
financial statements to reflect the correction of an error in accounting for
sales to related parties.

/ signed /

HORWATH GELFOND HOCHSTADT PANGBURN, P.C.

Denver, Colorado
April 2, 2001


                                      F-1
<PAGE>

                     KALAN GOLD CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998
                             (AS RESTATED, NOTE 12)

<TABLE>
<CAPTION>
                                                                              1999              1998
                                                                          -----------       -----------
<S>                                                                       <C>               <C>
                                     ASSETS

Current assets:
      Cash                                                                $     3,959       $       339
      Accounts receivable, less allowance for doubtful
        accounts of $382,060 in 1999 (Note 11)                                365,006           402,088
      Accounts receivable, related parties (Notes 3 and 10)                   732,143         1,527,955
      Prepaid expenses                                                          4,272             4,321
      Inventories                                                               6,786             6,786
      Patent held for sale (Note 4)                                           448,567                --
                                                                          -----------       -----------
                Total current assets                                        1,560,733         1,941,489

Furniture and equipment, net (Notes 5 and 6)                                1,683,926           635,871
Intangible assets, net (Note 2)                                                    --           556,308
Long-term receivables, related parties (Notes 3 and 10)                       789,474         1,239,654
                                                                          -----------       -----------
                                                                          $ 4,034,133       $ 4,373,322
                                                                          ===========       ===========
                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
      Current portion of capital lease obligations (Note 6)               $    13,660       $    18,093
      Accounts payable                                                        409,841            78,545
      Accrued expenses                                                         29,148                --
      Amount due to an affiliated company (Note 3)                            311,428           212,142
      Amount due to a director (Note 3)                                       551,695           563,432
                                                                          -----------       -----------
                Total current liabilities                                   1,315,772           872,212
                                                                          -----------       -----------
      Capital lease obligations, net of current portion (Note 6)              152,473           125,114
      Deferred gain (Notes 3 and 12)                                        1,145,806         1,145,806
                                                                          -----------       -----------
                Total liabilities                                           2,614,051         2,143,132
                                                                          -----------       -----------
Minority interest                                                                  --           235,859
                                                                          -----------       -----------
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; 94,990,999 shares issued and outstanding at
        December 31, 1999 (87,000,000 at December 31, 1998)                       950               870
      Additional paid-in capital                                            2,262,438         2,318,718
      Accumulated deficit                                                    (899,653)         (391,502)
      Accumulated other comprehensive income                                   56,347            66,245
                                                                          -----------       -----------
                Total shareholders' equity                                  1,420,082         1,994,331
                                                                          -----------       -----------
                                                                          $ 4,034,133       $ 4,373,322
                                                                          ===========       ===========
</TABLE>

                 See notes to consolidated financial statements

                                      F-2
<PAGE>

                     KALAN GOLD CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 1999 AND 1998
                             (AS RESTATED, NOTE 12)


<TABLE>
<CAPTION>
                                                              1999               1998
                                                          ------------       ------------
<S>                                                       <C>                <C>
Revenues
      Related parties (Note 3)                            $    260,495       $  1,012,927
      Others                                                   444,345            179,484
                                                          ------------       ------------
                                                               704,840          1,192,411
Cost of revenues
      Related parties (Note 3)                                      --          1,002,963
      Others                                                    14,512             54,902
                                                          ------------       ------------
Gross profit                                                   690,328            134,546
                                                          ------------       ------------
Operating expenses:
      Sales and marketing (Note 2)                              16,985             10,607
      General and administrative:
        Related parties (Note 3)                                70,000                 --
        Others (Notes 2 and 9)                                 955,496            664,372
      Impairment of goodwill (Note 2)                          483,414                 --
                                                          ------------       ------------
Total operating expenses                                     1,525,895            674,979
                                                          ------------       ------------
Loss from operations                                          (835,567)          (540,433)
                                                          ------------       ------------
Other income (expense):
      Interest expense                                         (63,125)           (18,902)
      Loss on sale of subsidiaries (Note 9)                         --           (514,827)
      Gain on disposal of assets:
        Related party (Note 3)                                  99,680                 --
        Others                                                      --            104,440
      Other income:
        Related parties (Note 3)                                56,239              8,010
        Others                                                     801             19,015
                                                          ------------       ------------
                                                                93,595           (402,264)
                                                          ------------       ------------
Loss before minority interest                                 (741,972)          (942,697)

Minority interest                                              233,821            (13,090)
                                                          ------------       ------------
Net loss                                                  $   (508,151)      $   (955,787)
                                                          ============       ============
Basic and diluted loss per common share                   $      (0.01)      $      (0.13)
                                                          ============       ============
Weighted average number of common shares outstanding        92,604,646          7,309,589
                                                          ============       ============

</TABLE>

                 See notes to consolidated financial statements

                                      F-3
<PAGE>

                     KALAN GOLD CORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                         AND COMPREHENSIVE INCOME (LOSS)
                     YEARS ENDED DECEMBER 31, 1999 AND 1998
                             (AS RESTATED, NOTE 12)

<TABLE>
<CAPTION>
                                     Common stock
                                 ---------------------
                                                                                              Accumulated
                                                            Additional        Retained          other
                                                  Par         paid-in         earnings       comprehensive
                                   Shares        value        capital         (Deficit)      income (loss)      Total
                                 ----------      -----      -----------       ---------      -------------   -----------
<S>                              <C>             <C>        <C>               <C>            <C>             <C>
Balances,
 January 1, 1997                  4,833,333       $ 48      $   163,046       $ 564,285       $     --       $   727,379
Sale of common stock             82,166,667        822        2,155,672              --             --         2,156,494
Comprehensive (loss):
 Net loss for the year
  ended December 31, 1998                --         --               --        (955,787)            --          (955,787)
 Foreign currency
  translation
  adjustment                             --         --               --              --         66,245            66,245
Comprehensive loss                                                                                              (889,542)
                                 ----------      -----      -----------       ---------      -------------   -----------
Balances,
 December 31, 1998               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
                                 ==========       ====      ===========       =========       ========       ===========

</TABLE>

                 See notes to consolidated financial statements

                                      F-4
<PAGE>

                     KALAN GOLD CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 1999 AND 1998
                             (AS RESTATED, NOTE 12)

<TABLE>
<CAPTION>
                                                                        1999               1998
                                                                      -----------       -----------
<S>                                                                   <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
      Net loss                                                        $  (508,151)      $  (955,787)
      Adjustments to reconcile net loss to net cash used
        in operating activities:
      Minority interest                                                  (233,821)           13,090
      Depreciation and amortization                                       220,869           145,466
      Reserve for bad debts                                               382,060                --
      Gain on disposal of assets                                          (99,680)         (104,440)
      Minority share of loss on disposal of subsidiary companies               --           430,296
      Impairment of goodwill                                              483,414                --
      Changes in operating assets and liabilities:
        Increase in receivables                                          (643,904)       (1,118,545)
        Decrease in prepaid expenses                                           49
        Increase in inventories                                                --          (798,339)
        Increase in payables and accrued expenses                         360,444            27,364
                                                                      -----------       -----------
             Net cash used in operating activities                        (38,720)       (2,360,895)
                                                                      -----------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES
      Purchase of furniture and equipment                                 (10,347)         (307,506)
      Proceeds from disposal of investments in subsidiaries                    --           528,764
      Purchase of investment                                                   --          (232,986)
      Proceeds from sale of investments                                        --           236,052
      Purchase of patent                                                       --            (5,109)
                                                                      -----------       -----------
             Net cash provided by (used in) investing activities          (10,347)          219,215
                                                                      -----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES
      Proceeds from issue of shares of common stock                            --         2,156,494
      Net proceeds from affiliated company                                 99,286
      Net payments to a director                                          (11,737)
      Payment of obligation under capital leases                          (22,926)          (29,772)
                                                                      -----------       -----------
             Net cash provided by financing activities                     64,623         2,126,722
                                                                      -----------       -----------
Effect of exchange rate changes on cash                                   (11,936)           14,983
Net increase (decrease) in cash                                            15,556           (14,958)
Cash, beginning of year                                                       339               314
                                                                      -----------       -----------
Cash, end of year                                                     $     3,959       $       339
                                                                      ===========       ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
      Cash paid for interest during the year                          $    33,977       $    18,902
                                                                      ===========       ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
  ACTIVITIES:

      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-5
<PAGE>

                    KALAN GOLD CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

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 also designs, assembles and markets video telecommunication and
surveillance devices.

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 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 the
accounts of AEI's 51% owned subsidiaries, Perwimas Telecommunications Sdn Bhd
("PTSB") and Vistel (Malaysia) Sdn Bhd ("VMSB").

GOING CONCERN AND MANAGEMENT'S PLANS:

The Company's consolidated financial statements for the year ended December 31,
1999, 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
$835,567 in 1999 and $540,433 in 1998, had negative cash flows from operating
activities of $38,720 and $2,360,895 in 1999 and 1998, respectively, and has an
accumulated deficit of $899,653 at December 31, 1999. The Company has not
recognized any substantial revenues from its operations and 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 vendors
and systems integrators to deliver the wireless broadband equipment at the
pre-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 revenue 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-6
<PAGE>

                     KALAN GOLD CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

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 going
concern status centers on expanding its business in multimedia content
production and the roll out of VISIONET. To cope with its expansion in the
multimedia content production business, the Company had, since April 2000,
sub-contracted production work to contractors to focus on marketing its content
production services to gain a larger market share. The Company hopes to
commercially launch VISIONET sometime in the 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 generated sufficient cash to operate through December 31, 2000 and
on an ongoing basis believes that sufficient cash will be generated from the
following sources to fund its 2001 operations:

o    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.

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

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

o    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 through consolidation.

The consolidated financial statements for 1999 include the accounts of AEI and
its Malaysian subsidiaries and the accounts of Kalan Gold Corporation from the
date of the reverse acquisition. The consolidated financial statements for 1998
include the accounts of AEI and its Malaysian subsidiaries.

COMPREHENSIVE INCOME:

The Company adopted Statement of Financial Accounting Standard (`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.

                                      F-7
<PAGE>

                     KALAN GOLD CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

COMPREHENSIVE INCOME (CONTINUED):

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
production of multimedia programs and Intranet and management and consulting
services. The Company recognizes revenue from the sales of goods in the period
where significant risks and rewards of ownership has been transferred to its
customers. The Company recognizes revenue from the provision of services in the
period in which the services are performed and when there is no significant
uncertainty regarding the consideration to be received and in 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.

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 & 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.

                                      F-8
<PAGE>

                     KALAN GOLD CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

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 of $448,567 at December 31, 1998 consist of goodwill of
$598,696 net of accumulated amortization of $42,388. Goodwill represents the
costs of the Company's investment in subsidiaries in excess of the net tangible
assets acquired, and is amortized on the straight line method over fifteen
years.

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 and 1998 was $72,894
and $42,388, respectively.

INVENTORIES:

Inventories, which comprise accessories for production of multimedia programs,
are stated at the lower of cost and net realizable value. Cost is determined on
a first-in-first-out basis.

ADVERTISING:

Costs related to advertising and promotion of products are charged to sales and
marketing expense as incurred. Advertising and promotion costs were
approximately $16,900 and $10,600 in 1999 and 1998, respectively.

OPERATING LEASES:

The Company leases office space under a month to month rental agreement. Rent
expense was $11,987 and $37,999 for the years ended December 31, 1999 and 1998,
respectively.

SEGMENT REPORTING:

The Company does not include segment reporting in the financial statements as
the Company functioned as a single operating unit in 1999 and 1998. The
Company's revenue is derived primarily from operations in Malaysia and
substantially all of the Company's assets are located in Malaysia.

                                      F-9
<PAGE>

                     KALAN GOLD CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

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 amount of revenues and expenses during the reporting periods. 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.

NOTE 3: RELATED PARTY TRANSACTIONS:

During the year ended December 31, 1999 and 1998, the Company had significant
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, 1999, LSH billed the Company $70,000
for management fees. During the year ended December 31, 1998, the Company
purchased fixed assets, including computer, studio and communications equipment
for $254,342 from LSH. In addition, the cost of revenues for 1998 included
communications equipment purchased from LSH valued at $1,002,963. LSH also made
short term advances to the Company from time to time for working capital
purposes. As of December 31, 1999 and 1998, the amount due to LSH was $311,428
and $212,142, respectively. 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".

                                      F-10
<PAGE>

                     KALAN GOLD CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 3: RELATED PARTY TRANSACTIONS (CONTINUED):

VISIONEWS ASIA SDN BHD ("VASB"):

The Company's Chief Executive Officer is a director 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, 1999, the Company
billed VASB total fees of $238,796 for production of multimedia programs. As of
December 31, 1999, $86,848 of the fees billed were not recognized in revenue due
to the uncertainty of collection. The Company also billed VASB $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. For the year ended December 31, 1998, the Company sold
telecommunications equipment to VASB for $1,012,927 and billed VASB $8,010 for
an administration fee and sub-letting a portion of the Company's premises. The
amount outstanding as at December 31, 1998 included in accounts receivable was
$1,046,944. 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.
During the year ended December 31, 1999, the Company billed SSB for project
consulting fees totaling $197,897 for design and development work on multimedia
website and Internet Protocol based Extranet. The Company also billed SSB
$23,748 in 1999 for an administration fee. As of December 31, 1999, $92,105 of
the fees billed were not recognized as revenue due to the uncertainty of
collection. 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 by SSB. In May 2000 the Company sold this patent to a third party
for cash of $492,105.

As of December 31, 1999 and 1998, an overdue amount of $601,533 and $481,011,
respectively, was included in accounts receivable, related parties and $789,474
and $1,239,654, respectively, was included in long-term receivables, related
parties. These amounts 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. The deferred gain on sale
of assets totaled $1,145,806 at December 31, 1999 and 1998.

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, 1999, the Company billed KMSB for
project consulting fees totaling $456,601 for design and development work on
multimedia website. As of December 31, 1999, $455,382 of the total fees billed
were not recognized as revenue due to the uncertainty of collection. 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, 1999, the Company billed MYA $290,368 and MDS $154,742 for design
and development work on multimedia website. As of December 31, 1999, $289,245
and $154,329 of the amount billed to MYA and MDS, respectively, was not
recognized as revenue due to the uncertainty of collection. The Company also
sold to MYA a video communications system for $130,610 resulting in a gain on
sale of assets of $99,680 for the year ended December 31, 1999. Included in
accounts receivable, related parties at December 31, 1999 was $130,610 related
to the sale. The terms of repayment for the amount due from MYA and MDS are
similar to terms accorded to the Company's other existing customers.

                                      F-11
<PAGE>

                     KALAN GOLD CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 3: RELATED PARTY TRANSACTIONS (CONTINUED):

CHIEF EXECUTIVE OFFICER:

As of December 31, 1999, the Company owed the Chief Executive Officer of the
Company $551,695 and as of December 31, 1998, the Company owed him $563,432, for
short-term cash advances made to the Company for working capital purposes 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: PATENT:

As of December 31, 1999, the Company's current assets include a patent for
digital image display technology acquired from SSB. The Company entered into an
agreement with an unrelated third party to sell this patent for cash of $492,105
(RM1,870,000).

NOTE 5: FURNITURE AND EQUIPMENT:

Furniture and equipment consists of the following at December 31, 1999 and 1998:

<TABLE>
<CAPTION>
     Furniture and equipment:                           December 31,      December 31,
                                                           1999             1998
                                                       -----------       -----------
<S>                                                    <C>              <C>
     Office equipment                                   $   72,095       $    72,095
     Furniture and fittings                                 23,235            23,235
     Tools and equipment                                   152,997           152,997
     Video Communication hardware and peripherals        1,777,128           617,592
     Computer software                                     138,048           138,048
     Office renovation                                      11,010            11,010
                                                       -----------       -----------
                                                         2,174,513         1,014,977
     Less: Accumulated depreciation                       (490,587)         (379,106)
                                                       -----------       -----------
                                                       $ 1,683,926       $   635,871
                                                       ===========       ===========
</TABLE>

Depreciation for the years ended December 31, 1999 and 1998 was $147,975 and
$103,078, respectively.

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 acquires title to all
assets under capital leases, upon payment of the final lease payment in November
2006.

                                      F-12
<PAGE>

                     KALAN GOLD CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 6: CAPITAL LEASE OBLIGATIONS (CONTINUED):

As of December 31, 1999 the future minimum lease payments on capital leases are
as follows:

<TABLE>
<CAPTION>
     Year ending
     December 31:
     -------------
<S>                                                             <C>
     2000                                                       $  36,284
     2001                                                          36,284
     2002                                                          36,284
     2003                                                          36,284
     2004                                                          36,284
     thereafter                                                    69,517
                                                                ---------
     Total payments                                               250,937
     Less:  Amount representing interest                          (84,804)
                                                                ---------
     Present value of minimum capital lease payments              166,133
     Less:  Current maturities of capital lease
            obligations                                           (13,660)
                                                                ---------
                                                                $ 152,473
                                                                =========
</TABLE>

Assets under these capital leases which are included in property and equipment
at December 31, 1999 and 1998 are as follows:

<TABLE>
<CAPTION>
                                                    1999             1998
                                                  ---------       ---------
<S>                                               <C>             <C>
Video communication hardware and peripherals      $ 408,896       $ 408,896
Less accumulated depreciation                      (197,409)       (115,630)
                                                  ---------       ---------
                                                  $ 211,487       $ 293,266
                                                  =========       =========
</TABLE>

NOTE 7: SHAREHOLDERS' EQUITY:

COMMON STOCK:

In December 1998, AEI issued 82,166,667 shares of common stock for cash
consideration of $2,156,494. The shares were issued prior to the April 1999
reverse acquisition.

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, 1999, no preferred stock has been
issued.

                                      F-13
<PAGE>

                     KALAN GOLD CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 8: INCOME TAXES:

Temporary differences and carry forwards that give rise to deferred tax assets
and liabilities are as follows:

<TABLE>
<CAPTION>
                                                 December 31,    December 31,
                                                    1999            1998
                                                 -----------     -----------
<S>                                              <C>             <C>
DEFERRED TAX ASSETS
       Net operating loss carry forward           $ 292,307       $ 268,925
       Unutilized tax allowable depreciation              0          64,889
       Deferred interest payment                      8,183               0
       Deferred legal fees                           52,500               0
                                                  ---------       ---------
                                                    352,990         333,814
       Less: Valuation allowance                   (268,554)       (246,700)
                                                  ---------       ---------
       Deferred tax asset net of allowance           84,436          87,114

DEFERRED TAX LIABILITIES
       Depreciation                                 (84,436)        (87,114)
                                                  ---------       ---------
NET DEFERRED TAX LIABILITY                        $       0       $       0
                                                  =========       =========
</TABLE>

For 1999 and 1998, all income (loss) of the Company was derived from its
operations in Malaysia. The Company has no current provision for income taxes
for 1999 or 1998 due to the Company's net operating losses in those years. Based
on statutory rates, the Company's expected tax benefit arising from the 1999 and
1998 net losses would be approximately $190,000 and $260,000, 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 $79,370 arising from the Company's operations in
Malaysia and $212,937 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 2019.

NOTE 9: SALE OF SUBSIDIARIES:

In 1998, the Company sold its investments in three subsidiaries for cash of
$528,764. The results of operations of the three subsidiaries are included in
the consolidated statement of operations up to the date of disposal. The
transactions resulted in a loss on disposal of subsidiaries of $514,827.

                                      F-14
<PAGE>

                     KALAN GOLD CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 10: SIGNIFICANT CONCENTRATIONS OF CREDIT RISK:

The Company grants credit, generally without collateral, to its customers.
Approximately 85% and 77% of net accounts receivable at December 31, 1999 and
1998, respectively, are due from four customers and one customer, respectively.
Approximately 64% and 85%, respectively, of net revenues during the years ended
December 31, 1999 and 1998, were made to three customers and one customer,
respectively. The allowance for doubtful accounts receivable was $382,060 at
December 31, 1999. There was no provision for doubtful accounts in 1998. The
Company will continue to pursue vigorously the collection of all its outstanding
accounts receivable.

For the year ended December 31, 1999 and 1998, approximately 100% of costs of
revenue were accounted for by one and two 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-15
<PAGE>

                    KALAN GOLD CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 1999 AND 1998


NOTE 12: RESTATEMENT OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 31 1999 AND 1998:

Subsequent to the issuance of the Company's 1999 Form 10KSB/A filed June 28,
2000, management became aware that related party receivables related to the
normal operations and asset sales were not recorded properly. Due to the
extended period of time without payment from related parties and the uncertain
collectibility, the Company has determined that sales to related parties for
normal operations should be recorded as revenue when cash is collected. Also,
the sale of assets to related parties has been recorded under the cost of
recovery method. Revenue will be recognized when the cost of the equipment sold
has been fully recovered. The Company's December 31, 1999 and 1998 financial
statements have been restated to reflect this accounting change as follows:


<TABLE>
<CAPTION>
                                                 As previously
                                                   reported                           As restated
                                            1999              1998              1999              1998
                                         -----------       -----------       -----------       -----------
<S>                                      <C>               <C>               <C>               <C>
     Total assets                        $ 2,458,563       $ 3,817,014       $ 4,034,133       $ 4,373,322
     Total liabilities                    (1,552,681)         (997,326)       (2,614,051)       (2,143,132)
     Minority interest                           (--)         (337,993)               --          (235,859)
     Shareholders' equity (deficit)         (905,882)       (2,481,695)       (1,420,082)       (1,994,331)
     Net loss applicable to common
       shareholders                       (1,509,715)         (468,423)         (508,151)         (955,787)
     Net loss per share applicable
       to common shareholder                    (.02)             (.00)             (.01)             (.13)
</TABLE>

NOTE 13: SUBSEQUENT EVENTS:

On February 24, 2000, the Company issued an aggregate of 2,300,000 shares of
restricted common stock in a private placement for cash consideration of
$1,150,000. Proceeds from this private placement were used to repay advances
made to the Company by Chief Executive Officer and LSH Asset Holdings Sdn Bhd.

On March 15, 2000, the Company entered into an agreement to lease office and
roof space at a monthly rental of $1,844. The lease period is for two years with
an option to renew for an additional year.

In May 2000, the Company entered into an agreement with an unrelated third party
to sell a patent for digital image display technology. The sale was completed in
June 2000 when the Company received the cash.

On September 11, 2000, the Company sold its 51% equity interest in Vistel
(Malaysia) Sdn Bhd for a receivable of $13,418. The sale was completed in
January 2001 when the Company received the cash.

On December 29, 2000, AEI increased its direct investment in Perwimas
Telecommunications Sdn Bhd (`PTSB') from 51% to 86% after acquiring 4,328,000
shares of PTSB's common stock for cash of $859,905.

                                      F-16