Cheetah Oil & Gas SB2 Registration of securities for small business issuer

Cheetah Oil & Gas (COHG) Inactive SB-2Registration of securities for small business issuer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CHEETAH OIL AND GAS LTD.

(Exact name of registrant as specified in its charter)

Nevada		1221		93-1118938
State or jurisdiction of incorporation or organization		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Second Floor, 498 Ellis Street, Penticton, British Columbia, Canada V2A 4M2 (250) 497-6072

(Address and telephone number of registrant’s principal executive offices)

Garth Braun, President
Second Floor, 498 Ellis Street, Penticton, British Columbia, Canada V2A 4M2 (250) 497-6072

(Name, address and telephone number of agent for service)

Copy of communications to:

William L. Macdonald, Esq.
Clark Wilson LLP
Suite 800 - 885 West Georgia Street
Vancouver, British Columbia, Canada V6C 3H1
Telephone: 604-687-5700

Approximate date of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered⁽¹⁾	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price (US$)	Amount of registration fee⁽²⁾
Common Stock to be offered for resale by selling stockholders	1,200,000⁽³⁾	$5.65	$6,780,000	$798.00
Common Stock to be offered for resale by selling stockholders upon exercise of share purchase warrants	1,221,429⁽⁴⁾	$5.65	$6,901,074	$812.26
Total Registration Fee				$1,610.26

(1) In the event of a stock split, stock dividend, or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.

(2) Fee calculated in accordance with Rule 457(c) of the Securities Act. Estimated for the sole purpose of calculating the registration fee. We have based the fee calculation on the average of the last reported bid and ask price for our common stock on the OTC Bulletin Board on June 17, 2005.

(3) Represents 1,200,000 shares of our common stock that were collectively sold in a private placement and issued on May 26, 2005.

(4) Represents common stock that may be issued upon exercise of share purchase warrants which can be exercised at any time until one year from the effective date of this Registration Statement, at an exercise price of $7.00

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON THE DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

PROSPECTUS

Subject to Completion

____________, 2005

CHEETAH OIL AND GAS LTD.

A NEVADA CORPORATION

SHARES OF COMMON STOCK OF CHEETAH OIL AND GAS LTD.

_________________________________

The prospectus relates to the resale by certain selling stockholders of Cheetah Oil and Gas Ltd. of up to 2,421,429 shares of our common stock in connection with the resale of:

- up to 1,200,000 shares of our common stock which were issued on May 26, 2005 in a private placement;

- up to 1,200,000 shares of our common stock which may be issued upon the exercise of certain share purchase warrants issued in connection with the private placement; and

- up to 21,429 shares of our common stock which may be issued upon the exercise of certain share purchase warrants issued in partial payment of placement fees.

The selling stockholders may offer to sell the shares of common stock being offered in this prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices or at negotiated prices. We will not receive any proceeds from the resale of shares of our common stock by the selling stockholders.

Our common stock is traded on the National Association of Securities Dealers OTC Bulletin Board under the symbol “COGL”. On June 17, 2005, the closing bid price of our common stock was $5.60.

Our business is subject to many risks and an investment in our common stock will also involve a high degree of risk. You should invest in our common stock only if you can afford to lose your entire investment. You should carefully consider the various Risk Factors described beginning on page 8 before investing in our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed. The selling stockholder may not sell or offer these securities until this registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is _________________, 2005.

The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.

TABLE OF CONTENTS

	PAGE NUMBER
PROSPECTUS SUMMARY	7
RISK FACTORS	9
RISKS RELATED TO THIS OFFERING	9
Sales of a substantial number of shares of our common stock into the public market by the selling stockholders may result in significant downward pressure on the price of our common stock and could affect the ability of our stockholders to realize the current trading price of our common stock.	9
Since our shares are thinly traded, and trading on the OTC Bulletin Board may be sporadic because it is not an exchange, stockholders may have difficulty reselling their shares.	9
RISKS RELATED TO OUR BUSINESS	9
We have a limited operating history which raises substantial doubt about our ability to continue as a going concern.	9
Because of the early stage of development and the nature of our business, our securities are considered highly speculative.	10
A portion of our interest in our properties may be lost if we are unable to obtain significant additional financing.	10
Due to the losses incurred since inception, our stockholders’ deficiencies and lack of revenues, there is substantial doubt about our ability to continue as a going concern.	10
We will require substantial funds to enable us to decide whether our properties contain commercial oil and gas deposits and whether they should be brought into production, and if we cannot raise the necessary funds we may never be able to realize the potential of our properties.	10
We have licenses in respect of our properties, but our properties may be subject to prior unregistered agreements, or transfers which have not been recorded or detected through title searches, and are subject to a governmental right of participation, resulting in a possible claim against any future revenues generated by such properties.	11
Some of our projects are located in Papua, New Guinea where mining exploration activities may be affected in varying degrees by political and government regulations which could have a negative impact on our ability to continue our operations.	11
Our accounts are subject to currency fluctuations which may periodically affect our financial position and results.	11
We may not be able to manage the significant strains that future growth may place on our administration infrastructure, systems and controls.	11
The loss of Garth Braun would have an adverse impact on future development and could impair our ability to succeed.	12
As our properties are in the exploration stage there can be no assurance that we will establish commercial discoveries on our properties.	12
The potential profitability of oil and gas ventures depends upon factors beyond the control of our company.	12
Competition in the oil and gas industry is highly competitive and there is no assurance that we will be successful in acquiring the leases.	12
The marketability of natural resources will be affected by numerous factors beyond our control which may result in us not receiving an adequate return on invested capital to be profitable or viable.	12

Oil and gas operations are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our company.	13
Exploration and production activities are subject to certain environmental regulations which may prevent or delay the commencement or continuance of our operations.	13
Exploratory drilling involves many risks and we may become liable for pollution or other liabilities which may have an adverse effect on our financial position.	13
Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.	13
RISKS RELATED TO OUR COMMON STOCK	13
Investors’ interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.	13
Additional authorized common shares issued in the future will decrease the existing shareholders’ percentage equity ownership and, depending upon the price at which they are issued, could be dilutive to the existing shareholders.	14
FORWARD-LOOKING STATEMENTS	14
THE OFFERING	14
USE OF PROCEEDS	15
SELLING STOCKHOLDERS	15
PLAN OF DISTRIBUTION	17
PRIVATE PLACEMENTS	18
LEGAL PROCEEDINGS	19
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	21
DESCRIPTION OF COMMON STOCK	22
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	22
INTEREST OF NAMED EXPERTS AND COUNSEL	23
EXPERTS	23
DISCLOSURE OF SEC POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	23
DESCRIPTION OF PROPERTY	23
DESCRIPTION OF BUSINESS	24
MANAGEMENT’S DISCUSSION AND ANALYSIS	26
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	30
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	30
DIVIDEND POLICY	31
EXECUTIVE COMPENSATION	31
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS	33

FINANCIAL STATEMENTS	34
WHERE YOU CAN FIND MORE INFORMATION	70

As used in this prospectus, the terms “we”, “us”, “our”, and “Cheetah” mean Cheetah Oil and Gas Ltd., unless otherwise indicated.

All dollar amounts refer to US dollars unless otherwise indicated.

PROSPECTUS SUMMARY

Our Business

We are an exploration stage oil and gas company engaged in the exploration for petroleum and natural gas in the country of Papua New Guinea. We were incorporated under the laws of the State of Nevada on May 5, 1992 under the name “Bio-American Capital Corporation”. On March 5, 2004 we acquired all of the issued and outstanding shares of Cheetah Oil & Gas Ltd., a private British Columbia company incorporated on January 28, 2003, in exchange for 25,000,000 shares of our common stock. Therefore, for accounting purposes, Cheetah Oil & Gas Ltd. was deemed to have acquired Bio American Capital Corporation. We changed our name to “Cheetah Oil & Gas Ltd.” by a Certificate of Amendment filed on May 25, 2004 with the Nevada Secretary of State.

On March 5, 2004, we entered into an acquisition agreement with Georgina Martin, the sole shareholder of Cheetah Oil & Gas Ltd., a British Columbia company, for the acquisition of all the outstanding equity securities of Cheetah, being 100 shares of common stock, in exchange for 25,000,000 shares of our common stock. As a result of this transaction, Cheetah has become our wholly owned subsidiary. The principal assets of Cheetah were certain permits and licenses issued by the Minister of Petroleum and Energy for Papua New Guinea. Our principal executive offices are located at Second Floor, 498 Ellis Street, Penticton, British Columbia, Canada V2A 4M2. Our telephone number is (250) 497-6072. We maintain a website at www.cheetahoil.com. Information contained on our website does not form part of this prospectus.

Number of Shares Being Offered

The prospectus relates to the resale by certain selling stockholders of Cheetah Oil and Gas Ltd. of up to 2,421,429 shares of our common stock in connection with the resale of:

- up to 1,200,000 shares of our common stock which were issued on May 26, 2005 in a private placement;

- up to 1,200,000 shares of our common stock which may be issued upon the exercise of certain share purchase warrants issued in connection with the private placement; and

- up to 21,429 shares of our common stock which may be issued upon the exercise of certain share purchase warrants issued in partial payment of placement fees.

The selling stockholders may sell these shares of common stock in the public market or through privately negotiated transactions or otherwise. The selling shareholders may sell these shares of common stock through ordinary brokerage transactions, directly to market makers or through any other means described in the section entitled “Plan of Distribution”.

Number of Shares Outstanding

There were 36,629,814 shares of our common stock issued and outstanding as at June 20, 2005.

Use of Proceeds

We will not receive any of the proceeds from the sale of the shares of our common stock being offered for sale by the selling stockholders. We will incur all costs associated with this registration statement and prospectus.

The proceeds from the sale of our common stock which occurred on May 26, 2005 will be used to expand our exploration program on our petroleum prospecting licenses in Papua New Guinea.

We will receive proceeds of up to $8,550,000 upon exercise of all of the share purchase warrants (assuming all share purchase warrants are exercised prior to expiry) and these proceeds will be used for general working capital purposes.

Summary of Financial Data

The summarized financial data presented below is derived from and should be read in conjunction with our audited consolidated financial statements for the years ended December 31, 2004 and unaudited consolidated financial statements for the three month period ended March 31, 2005 including the notes to those financial statements which are included elsewhere in this prospectus along with the section entitled “Management’s Discussion and Analysis” beginning on page 25 of this prospectus.

	For the year ended December 31, 2004	For the year ended January 31, 2004
Revenue	Nil	Nil
Net Loss for the Period	$(463,686)	$(812)
Loss Per Share - basic and diluted	$(0.01)	$(0.00)
	As at December 31, 2004	As at January 31, 2004
Working Capital (Deficiency)	$12,021	($72,036)
Total Assets	$2,819,724	$1,297,827
Total Number of Issued Shares of Common Stock	35,019,682	25,000,000
Deficit	$(464,498)	$(812)
Total Stockholders’ Equity	$2,699,663	$999,264

	For the three months ended March 31, 2005	For the three months ended March 31, 2004
Revenue	Nil	Nil
Net Loss for the Period	$(235,766)	$(41,652)
Loss Per Share - basic and diluted	$(0.01)	Nil
	As at March 31, 2005
Working Capital (Deficiency)	$(80,492)
Total Assets	$4,058,179
Total Number of Issued Shares of Common Stock	35,429,814
Deficit	$(700,264)
Total Stockholders’ Equity	$3,828,461

RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of our company’s common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. The risks described below are all of the material risks that we are currently aware of that are facing our company. Additional risks not presently known to us may also impair our business operations. You could lose all or part of your investment due to any of these risks.

RISKS RELATED TO THIS OFFERING

Sales of a substantial number of shares of our common stock into the public market by the selling stockholders may result in significant downward pressure on the price of our common stock and could affect the ability of our stockholders to realize the current trading price of our common stock.

Sales of a substantial number of shares of our common stock in the public market could cause a reduction in the market price of our common stock. We had 36,629,814 shares of common stock issued and outstanding as of June 20, 2005. When this registration statement is declared effective, the selling stockholders may be reselling up to 2,421,429 shares of our common stock, only 1,200,000 of which are included in the number of our issued and outstanding common shares as of June 20, 2005, shown above. As a result of such registration statement, a substantial number of our shares of common stock may be issued and may be available for immediate resale, which could have an adverse effect on the price of our common stock. As a result of any such decreases in price of our common stock, purchasers who acquire shares from the selling stockholders may lose some or all of their investment.

To the extent any of the selling stockholders exercise any of their share purchase warrants, and then resell the shares of common stock issued to them upon such exercise, the price of our common stock may decrease due to the additional shares of common stock in the market.

Any significant downward pressure on the price of our common stock as the selling stockholders sell the shares of our common stock could encourage short sales by the selling stockholders or others. Any such short sales could place further downward pressure on the price of our common stock.

Since our shares are thinly traded, and trading on the OTC Bulletin Board may be sporadic because it is not an exchange, stockholders may have difficulty reselling their shares.

Our shares of common stock are currently publicly traded on the OTC Bulletin Board service of the National Association of Securities Dealers, Inc. The trading price of our shares of common stock has been subject to wide fluctuations. Trading prices of our shares of common stock may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our shares of common stock will be matched or maintained. These broad market and industry factors may adversely affect the market price of our shares of common stock, regardless of our operating performance.

In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management’s attention and resources.

RISKS RELATED TO OUR BUSINESS

We have a limited operating history which raises substantial doubt about our ability to continue as a going concern.

Our company has a limited operating history and must be considered in the development stage. The success of the company is significantly dependent on a successful drilling, completion and production program. Our company’s operations will be subject to all the risks inherent in the establishment of a developing enterprise and the

uncertainties arising from the absence of a significant operating history. No assurance can be given that we may be able to operate on a profitable basis. We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. There can be no assurance that our business plan will prove successful, and no assurance that we may be able to operate profitably, if at all.

Because of the early stage of development and the nature of our business, our securities are considered highly speculative.

Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development. We are engaged in the business of exploring and, if warranted, developing commercial reserves of oil and gas. Our properties are in the exploration stage only and are without known reserves of oil and gas. Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of oil and gas, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.

A portion of our interest in our properties may be lost if we are unable to obtain significant additional financing.

Our ability to continue exploration and, if warranted, development of our properties will be dependent upon our ability to raise significant additional financing. If we are unable to obtain such financing, a portion of our interest in our properties may be lost to exploration partners or our properties may be lost entirely. We have limited financial resources and no material cash flow from operations and we are dependent for funds on our ability to sell our common shares, primarily on a private placement basis. There can be no assurance that we will be able to obtain financing on that basis in light of factors such as the market demand for our securities, the state of financial markets generally and other relevant factors. The method of financing employed by us to date results in increased dilution to the existing shareholders each time a private placement is conducted.

We anticipate that we may need to obtain additional bank financing or sell additional debt or equity securities in future public or private offerings. There can be no assurance that additional funding will be available to us for exploration and development of our projects or to fulfill our obligations under any applicable agreements. Although historically we have announced additional financings to proceed with the development of some of our previous properties, there can be no assurance that we will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of our projects with the possible loss of such properties.

Due to the losses incurred since inception, our stockholders’ deficiencies and lack of revenues, there is substantial doubt about our ability to continue as a going concern.

There is substantial doubt about our ability to continue as a going concern due to the losses incurred since inception, our stockholders’ deficiency, and lack of revenues.

There can be no assurance that, if required, any such financing will be available upon terms and conditions acceptable to us, if at all. Our inability to obtain additional financing in a sufficient amount when needed and upon terms and conditions acceptable to us could have a materially adverse effect upon our company. Although we believe that we have funds sufficient to meet our immediate needs, we require further funds to finance the development of our company. There can be no assurance that such funds will be available or available on terms satisfactory to us. If additional funds are raised by issuing equity securities, further dilution to existing or future shareholders is likely to result. If adequate funds are not available on acceptable terms when needed, we may be required to delay, scale back or eliminate the development of our company. Inadequate funding could also impair our ability to compete in the marketplace, which may result in the dissolution of our company.

We will require substantial funds to enable us to decide whether our properties contain commercial oil and gas deposits and whether they should be brought into production, and if we cannot raise the necessary funds we may never be able to realize the potential of our properties.

Our decision as to whether our properties contain commercial oil and gas deposits and should be brought into production will require substantial funds and depend upon the results of exploration programs and feasibility studies and the recommendations of duly qualified engineers, geologists, or both. This decision will involve consideration and evaluation of several significant factors including but not limited to: (1) costs of bringing a property into production, including exploration and development work, preparation of production feasibility studies, and construction of production facilities; (2) availability and costs of financing; (3) ongoing costs of production; (4) market prices for the oil and gas to be produced; (5) environmental compliance regulations and restraints; and (6) political climate, governmental regulation and control. If we are unable to raise the funds necessary to properly evaluate our properties, then we may not be able to realize any potential of our properties.

We have licenses in respect of our properties, but our properties may be subject to prior unregistered agreements, or transfers which have not been recorded or detected through title searches, and are subject to a governmental right of participation, resulting in a possible claim against any future revenues generated by such properties.

We have licenses with respect to our oil and gas properties and believe our interests are valid and enforceable. However, these licenses do not guarantee title against all possible claims. The properties may be subject to prior unregistered agreements, or transfers which have not been recorded or detected through title research. Further, the properties are subject to a 22.5% back-in participation right in favour of the government, which the government may exercise upon payment of 22.5% of the expenses incurred in the development of the property. This back–in interest includes a 2% of revenue royalty payment to indigenous groups, which is only payable if the government exercises its back-in right. Additionally, the land upon which we hold oil and gas leases may not have been surveyed; therefore, the precise area and location of such interests may be subject to challenge. If the interests in our properties is challenged, we may have to expend funds defending any such claims and may ultimately lose some or all of any revenues generated from the properties if we lose our interest in such properties.

All of our projects are located in Papua, New Guinea where mining exploration activities may be affected in varying degrees by political and government regulations which could have a negative impact on our ability to continue our operations.

Certain projects in which we have interests are located in Papua, New Guinea. Mineral exploration activities in Papua, New Guinea may be affected in varying degrees by political instabilities and government regulations relating to the mining industry. Any changes in regulations or shifts in political conditions are beyond our control and may adversely affect our business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriations of property, environmental legislation and mine safety. The status of New Guinea as a developing country may make it more difficult for us to obtain any required financing for our projects. The effect of all these factors cannot be accurately predicted. Notwithstanding the progress achieved in restructuring New Guinea political institutions and revitalizing its economy, the present administration, or any successor government, may not be able to sustain the progress achieved. While the New Guinea economy has experienced growth in recent years, such growth may not continue in the future at similar rates or at all. If the economy of New Guinea fails to continue its growth or suffers a recession, we may not be able to continue our operations in that country. We do not carry political risk insurance.

Our accounts are subject to currency fluctuations which may periodically affect our financial position and results.

We maintain our accounts in US and Canadian currencies and make certain payments in the currency of Papua, New Guinea and are therefore subject to currency fluctuations and such fluctuations may periodically affect our financial position and results. We do not engage in currency hedging activities.

We may not be able to manage the significant strains that future growth may place on our administration infrastructure, systems and controls.

In the event our properties commence production, we could experience rapid growth in revenues, personnel, complexity of administration and in other areas. There can be no assurance that we will be able to manage the significant strains that future growth may place on our administrative infrastructure, systems, and controls. If we are unable to manage future growth effectively, our business, operating results and financial condition may be materially adversely affected.

The loss of Garth Braun would have an adverse impact on future development and could impair our ability to succeed.

We are dependent on our ability to hire and retain highly skilled and qualified personnel, including our President, Mr. Garth Braun, also one of our directors. We face competition for qualified personnel from numerous industry sources, and there can be no assurance that we will be able to attract and retain qualified personnel on acceptable terms. We do not have key man insurance on any of our employees although we have applied for such insurance for Mr. Braun. The loss of service of any of our key personnel could have a material adverse effect on our operations or financial condition.

As our properties are in the exploration stage there can be no assurance that we will establish commercial discoveries on our properties.

Exploration for economic reserves of oil and gas is subject to a number of risk factors. While the rewards to an investor can be substantial if an economically viable discovery is made, few of the properties that are explored are ultimately developed into producing oil and/or gas wells. Our properties are in the exploration stage only and are without proven reserves of oil and gas. There can be no assurance that we will establish commercial discoveries on any of our properties.

The potential profitability of oil and gas ventures depends upon factors beyond the control of our company.

The potential profitability of oil and gas properties is dependent upon many factors beyond our control. For instance, world prices and markets for oil and gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging, controls, or any combination of these and other factors, and respond to changes in domestic, international, political, social, and economic environments. Additionally, due to world-wide economic uncertainty, the availability and cost of funds for production and other expenses have become increasingly difficult, if not impossible, to project. These changes and events may materially affect our financial performance.

Adverse weather conditions can also hinder drilling operations. A productive well may become uneconomic in the event water or other deleterious substances are encountered which impair or prevent the production of oil and/or gas from the well. In addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances. The marketability of oil and gas which may be acquired or discovered will be affected by numerous factors beyond our control. These factors include the proximity and capacity of oil and gas pipelines and processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental protection. The extent of these factors cannot be accurately predicted but the combination of these factors may result in our company not receiving an adequate return on invested capital.

Competition in the oil and gas industry is highly competitive and there is no assurance that we will be successful in acquiring the leases.

The oil and gas industry is intensely competitive. We compete with numerous individuals and companies, including many major oil and gas companies, which have substantially greater technical, financial and operational resources and staffs. Accordingly, there is a high degree of competition for desirable oil and gas properties for drilling operations and necessary drilling equipment, as well as for access to funds. There can be no assurance that the necessary funds can be raised or that any projected work will be completed. There are other competitors that have operations in the properties in Papua New Guinea and the presence of these competitors could adversely affect our ability to acquire additional property interests.

The marketability of natural resources will be affected by numerous factors beyond our control which may result in us not receiving an adequate return on invested capital to be profitable or viable.

The marketability of natural resources which may be acquired or discovered by us will be affected by numerous factors beyond our control. These factors include market fluctuations in oil and gas pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of oil and gas and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.

Oil and gas operations are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our company.

Oil and gas operations are subject to federal and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Oil and gas operations are also subject to federal and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that such permits will be received. No assurance can be given that environmental standards imposed by federal or local authorities will not be changed or that any such changes would not have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages which it may elect not to insure against due to prohibitive premium costs and other reasons.

Exploration and production activities are subject to certain environmental regulations which may prevent or delay the commencement or continuance of our operations.

In general, our exploration and production activities are subject to certain federal and local laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Compliance with these laws and regulations has not had a material effect on our operations or financial condition to date. Specifically, we are subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. In addition, legislation has been enacted which requires well and facility sites to be abandoned and reclaimed to the satisfaction of state authorities. However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.

We believe that our operations comply, in all material respects, with all applicable environmental regulations.

Exploratory drilling involves many risks and we may become liable for pollution or other liabilities which may have an adverse effect on our financial position.

Drilling operations generally involve a high degree of risk. Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labour, and other risks are involved. We may become subject to liability for pollution or hazards against which it cannot adequately insure or which it may elect not to insure. Incurring any such liability may have a material adverse effect on our financial position and operations.

Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.

There is no assurance that the laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in Papua, New Guinea or any other jurisdiction, will not be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business.

The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitability.

RISKS RELATED TO OUR COMMON STOCK

Investors’ interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity securities.

Our constating documents authorize the issuance of 50,000,000 shares of common stock, each with a par value of $0.001. In the event that we are required to issue any additional shares or enter into private placements to

raise financing through the sale of equity securities, investors’ interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in our control.

Additional authorized common shares issued in the future will decrease the existing shareholders’ percentage equity ownership and, depending upon the price at which they are issued, could be dilutive to the existing shareholders.

The amendment to our corporation’s Articles to increase our authorized share capital and authorize the Preferred Shares will not have any immediate effect on the rights of existing shareholders. However, our board of directors will have the authority to issue authorized common stock and the Preferred Shares without requiring future shareholders approval of such issuances, except as may be required by applicable law or exchange regulations. To the extent that additional authorized common shares are issued in the future, they will decrease the existing shareholders’ percentage equity ownership and, depending upon the price at which they are issued, could be dilutive to the existing shareholders.

The increase in the authorized number of shares of our common stock and the subsequent issuance of such shares could have the effect of delaying or preventing a change in control of our company without further action by the shareholders. Shares of authorized and unissued common stock could be issued (within limits imposed by applicable law) in one or more transactions. Any such issuance of additional stock could have the effect of diluting the earnings per share and book value per share of outstanding shares of common stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of our company.

Please read this prospectus carefully. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information provided by the prospectus is accurate as of any date other than the date on the front of this prospectus.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” on pages 8 to 14, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995 does not apply to the offering made in this prospectus.

THE OFFERING

This prospectus relates to the resale by certain selling stockholders of Cheetah Oil and Gas Ltd. of up to 2,421,429 shares of our common stock in connection with the resale of:

- up to 1,200,000 shares of our common stock which were issued on May 26, 2005 in a private placement;

- up to 1,200,000 shares of our common stock which may be issued upon the exercise of certain share purchase warrants issued in connection with the private placement; and

- up to 21,429 shares of our common stock which may be issued upon the exercise of certain share purchase warrants issued in partial payment of placement fees.

USE OF PROCEEDS

The shares of common stock offered hereby are being registered for the account of the selling stockholders named in this prospectus. As a result, all proceeds from the sales of the common stock will go to the selling stockholders and we will not receive any proceeds from the resale of the common stock by the selling stockholders. We will, however, incur all costs associated with this registration statement and prospectus. We will receive proceeds of up to $8,550,000 upon exercise of all of the share purchase warrants (assuming all share purchase warrants are exercised prior to expiry) and these proceeds will be used for general working capital purposes.

The proceeds from the sale of our common stock which occurred on May 26, 2005 will be used to expand our exploration program on our petroleum prospecting licenses in Papua New Guinea.

SELLING STOCKHOLDERS

The selling stockholders may offer and sell, from time to time, any or all of the common stock issued and the common stock issuable to them upon exercise of the share purchase warrants. Because the selling stockholders may offer all or only some portion of the 2,421,429 shares of common stock to be registered, no estimate can be given as to the amount or percentage of these shares of common stock that will be held by the selling stockholders upon termination of the offering.

The following table sets forth certain information regarding the beneficial ownership of shares of common stock by the selling stockholders as of June 20, 2005 and the number of shares of common stock covered by this prospectus. The number of shares in the table represents an estimate of the number of shares of common stock to be offered by the selling stockholder. None of the selling shareholders is a broker-dealer, or an affiliate of a broker-dealer to our knowledge, with the exception of C.K. Cooper and Company, Inc.

Name of Selling Stockholder and Position, Office or Material Relationship with Cheetah	Common Shares owned by the Selling Stockholder ⁽²⁾	Number of Shares Issuable Upon Exercise of all of the Share Purchase Warrants⁽²⁾	Total Shares Registered	Number of Shares Owned by Selling Stockholder After Offering and Percent of Total Issued and Outstanding⁽¹⁾
	Common Shares owned by the Selling Stockholder ⁽²⁾		Total Shares Registered	# of Shares	% of Class
Bruce O’Brien Living Trust Dated 12/17/91⁽³⁾	8,000	8,000	16,000	Nil	Nil
Edward Ajotian	10,000	10,000	20,000	Nil	Nil
Frey Living Trust⁽⁴⁾	40,000	40,000	80,000	Nil	Nil
HEM Properties⁽⁵⁾	80,000	80,000	160,000	Nil	Nil
B&E Apartments LP⁽⁶⁾	80,000	80,000	160,000
Gary Brennglass	52,000	52,000	104,000	Nil	Nil
Cranshire Capital LP⁽⁷⁾	50,000	50,000	100,000	Nil	Nil
Enable Opportunity Partners, LP⁽⁸⁾	20,000	20,000	40,000	Nil	Nil
Enable Growth Partners LP⁽⁹⁾	150,000	150,000	300,000	Nil	Nil
Kent Seymour & Maskaria Seymour	5,000	5,000	10,000	Nil	Nil

Colonial Fund LLC⁽¹⁰⁾	100,000	100,000	200,000	Nil	Nil
Gryphon Master Fund, LP⁽¹¹⁾	200,000	200,000	400,000	Nil	Nil
GSSF Master Fund LP⁽¹²⁾	100,000	100,000	200,000	Nil	Nil
Bushido Capital Master Fund, LP⁽¹³⁾	150,000	150,000	300,000	Nil	Nil
Gamma Opportunity Capital Partners, LP Class C⁽¹⁴⁾	100,000	100,000	200,000	Nil	Nil
Gamma Opportunity Capital Partners, LP Class A⁽¹⁴⁾	50,000	50,000	100,000	Nil	Nil
Renata Kalweit⁽¹⁵⁾	5,000	5,000	10,000	Nil	Nil
C.K. Cooper and Company, Inc.⁽¹⁶⁾	Nil	21,429	21,429	Nil	Nil
TOTAL	1,200,000	1,221,429	2,421,429	Nil	Nil

(1) Assumes all of the shares of common stock offered are sold. Based on 36,629,814 common shares issued and outstanding on June 20, 2005.

(2) The number of shares of common stock listed as beneficially owned by such selling stockholder represents the number of shares of common stock currently owned and potentially issuable upon exercise of the share purchase warrants, as applicable. The warrants are exercisable until one year from the effective date of this Registration Statement at an exercise price of $7.00 per share.

(3) Bruce O’Brien exercises dispositive and voting power with respect to the shares of common stock that Bruce O’Brien Living Trust owns and that it will acquire upon exercise of the share purchase warrants, if exercised.

(4) Philip Frey exercises dispositive and voting power with respect to the shares of common stock that Frey Living Trust. owns and that it will acquire upon exercise of the share purchase warrants, if exercised.

(5) Howard Einburg exercises dispositive and voting power with respect to the shares of common stock that HEM Properties owns and that it will acquire upon exercise of the share purchase warrants, if exercised.

(6) Howard Einburg exercises dispositive and voting power with respect to the shares of common stock that B&E Apartments LP owns and that it will acquire upon exercise of the share purchase warrants, if exercised.

(7) Downsview Capital, the general partner of Cranshire Capital LP, exercises dispositive and voting power with respect to the shares of common stock that Cranshire Capital LP owns and that it will acquire upon exercise of the share purchase warrants, if exercised. Mitchell P. Kopin is the President of Downsview Capital.

(8) Miteh Levine, Managing Partner, exercises dispositive and voting power with respect to the shares of common stock that Enable Opportunity Partners LP owns and that it will acquire upon exercise of the share purchase warrants, if exercised.

(9) Miteh Levine, Managing Partner, exercises dispositive and voting power with respect to the shares of common stock that Enable Growth Partners LP owns and that it will acquire upon exercise of the share purchase warrants, if exercised.

(10) Alan Brody exercises dispositive and voting power with respect to the shares of common stock that Colonial Fund LLC owns and that it will acquire upon exercise of the share purchase warrants, if exercised.

(11) Gryphon Partners, the general partner of Gryphon Master Fund LP, exercises dispositive and voting power with respect to the shares of common stock that Gryphon Master Fund LP owns and that it will acquire upon exercise of the share purchase warrants, if exercised. E.B. Lyon IV is the managing member of Gryphon Partners

(12) E.B. Lyon IV, the managing member, exercises dispositive and voting power with respect to the shares of common stock that GSSF Master Fund LP owns and that it will acquire upon exercise of the share purchase warrants, if exercised.

(13) Christopher Rossman, Managing Director, exercises dispositive and voting power with respect to the shares of common stock that Bushido Capital Master Fund LP owns and that it will acquire upon exercise of the share purchase warrants, if exercised.

(14) Chris Rossman and Jonathan Knight exercise dispositive and voting power with respect to the shares of common stock that Gamma Opportunity Capital Partners, LP owns and that it will acquire upon exercise of the share purchase warrants, if exercised.

(15)	Renata Kalweit is the daughter of Georgina Martin, the Secretary, Treasurer and a Director of our company.

(16) The number of shares of common stock listed as beneficially owned by C.K. Cooper and Company, Inc. represents the number of shares of common stock potentially issuable upon exercise of the share purchase warrants. The warrants were issued in partial payment of a placement fee. 21,429 warrants may be exercised at any time until one year from the effective date of this Registration Statement at an exercise price of $7.00 per share. C.K. Cooper and Company, Inc. is a broker dealer registered pursuant to section 15 of the Securities Exchange Act of 1934, as amended.

We may require the selling security holder to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in these documents in order to make statements in those documents not misleading.

PLAN OF DISTRIBUTION

The selling stockholders may, from time to time, sell all or a portion of the shares of common stock on any market upon which the common stock may be listed or quoted (currently the National Association of Securities Dealers OTC Bulletin Board in the United States, in privately negotiated transactions or otherwise. Such sales may be at fixed prices prevailing at the time of sale, at prices related to the market prices or at negotiated prices. The shares of common stock being offered for resale by this prospectus may be sold by the selling stockholders by one or more of the following methods, without limitation:

(a) block trades in which the broker or dealer so engaged will attempt to sell the shares of common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction;

(b) purchases by broker or dealer as principal and resale by the broker or dealer for its account pursuant to this prospectus;

(c)	an exchange distribution in accordance with the rules of the applicable exchange;
(d)	ordinary brokerage transactions and transactions in which the broker solicits purchasers;
(e)	privately negotiated transactions;
(f)	market sales (both long and short to the extent permitted under the federal securities laws);
(g)	at the market to or through market makers or into an existing market for the shares;

(h) through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); and

(i)	a combination of any of the aforementioned methods of sale.

In the event of the transfer by any of the selling stockholders of its share purchase warrants or common shares to any pledgee, donee or other transferee, we will amend this prospectus and the registration statement of which this prospectus forms a part by the filing of a post-effective amendment in order to have the pledgee, donee or other transferee in place of the selling stockholder who has transferred his, her or its shares.

In effecting sales, brokers and dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from a selling stockholder or, if any of the broker-dealers act as an agent for the purchaser of such shares, from a purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with a selling stockholder to sell a specified number of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfil the broker-dealer commitment to the selling stockholder if such broker-dealer is unable to sell the shares on behalf of the selling stockholder. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such resales, the broker-dealer may pay to or receive from the purchasers of the shares commissions as described above.

The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the sale of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

From time to time, any of the selling stockholders may pledge shares of common stock pursuant to the margin provisions of customer agreements with brokers. Upon a default by a selling stockholder, their broker may offer and sell the pledged shares of common stock from time to time. Upon a sale of the shares of common stock, the selling stockholders intend to comply with the prospectus delivery requirements under the Securities Act by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act which may be required in the event any of the selling stockholders defaults under any customer agreement with brokers.

To the extent required under the Securities Act, a post effective amendment to this registration statement will be filed disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and other facts material to the transaction.

We and the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as a selling stockholder is a distribution participant and we, under certain circumstances, may be a distribution participant, under Regulation M. All of the foregoing may affect the marketability of the common stock.

All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling stockholders, the purchasers participating in such transaction, or both.

Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus.

PRIVATE PLACEMENT

On May 26, 2005, we sold to 17 accredited investors (the selling stockholders), an aggregate of 1,200,000 of our shares of our common stock and share purchase warrants to acquire an additional 1,200,000 shares of our common stock in a private placement relying on the exemption from the registration requirements of the Securities Act provided by Rule 506 of Regulation D and/or Section 4(2) of the Securities Act.

The private placement closed on May 26, 2005 and involved the issuance of 1,200,000 shares of our common stock and share purchase warrants to acquire an additional 1,200,000 shares of our common stock. The share purchase warrants have an exercise price of $7.00 and expire one year from the effective date of this Registration Statement.

In connection with the foregoing private placement, we paid a placement fee of $390,000 or six and one half percent (6.5%) of the aggregate gross proceeds to C.K. Cooper and Company Inc. In addition, we also issued to C.K. Cooper 21,429 share purchase warrants to acquire 21,429 shares of our common stock. These share purchase warrants have an exercise price of $7.00 and expire one year from the effective date of this Registration Statement.

Pursuant to the terms of the May 2005 private placement, we agreed to file this registration statement on or before July 11, 2005 for the purpose of registering for resale the shares issued on May 26, 2005, and those shares of our common stock that will be issued upon exercise of the share purchase warrants. After filing this registration statement, we are required to use our best efforts to cause this registration statement to become effective by September 26, 2005.

In the event that we fail to have this registration statement declared effective by September 26, 2005 (which is deemed to be a registration default), we will then pay liquidated damages to the selling stockholders. For the period beginning from and including the date of the registration default to but excluding the date on which the registration default is cured, these liquidated damages will accrue at a rate per month equal to one percent (1%) of the purchase price paid by the selling shareholders, payable in units consisting of shares of common stock and share purchase warrants.

Warrants Issued to C.K. Cooper and Company, Inc.

On May 26, 2005, we issued to C.K. Cooper and Company, Inc., a broker dealer registered pursuant to section 15 of the Securities Exchange Act of 1934, 21,429 warrants to purchase up to 21,429 shares of our common stock, exercisable at any time during the one year period ending one year from the effective date of this Registration Statement at an exercise price of $7.00 per share. We issued these warrants pursuant to Rule 506 of Regulation D under the Securities Act of 1933, in partial payment of placement fees in connection with the sale of our common stock and share purchase warrants to the other selling stockholders. The share purchase warrants were issued to C.K. Cooper and Company, Inc. pursuant to a Managing Dealers Agreement that we entered into on March 31, 2005.

LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

All directors of our company hold office until the next annual general meeting of the shareholders or until their successors are elected and qualified. The officers of our company are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal.

Our directors, executive officers and other significant employees, their ages, positions held and duration each person has held that position, are as follows:

Name	Position Held with the Company	Age	Date First Elected or Appointed
Garth Braun	President, Chief Executive Officer, Chairman and Director	46	July 19, 2004
Ted Kozub	Chief Financial Officer and Director	68	December 15, 2003
Georgina Martin	Secretary, Treasurer and Director	57	March 5, 2004

Business Experience

The following is a brief account of the education and business experience of each director, executive officer and key employee during at least the past five years, indicating each person’s principal occupation during the period, and the name and principal business of the organization by which he or she was employed.

Garth Braun – President, Chief Executive Officer, Chairman, and Director

Mr. Braun has been the President, Chief Executive Officer, Chairman and a director of our company since July 19, 2004. Mr. Braun received an Honors degree in Business Administration in 1985. He has been in the investment banking sector for the past eight years, active both in North American and in Europe. Mr. Braun is also the Chief Executive Officer and owner of a private real estate development company with diversified holdings throughout Western Canada.

Ted Kozub – Chief Financial Officer and Director

Mr. Kozub has been the Chief Financial Officer and a director of our company since December 15, 2003.

Mr. Kozub is a recently retired tax partner with KPMG. He has been in public accounting practice for over 22 years and has held various senior positions with Revenue Canada Taxation.

He was appointed to the special task force for the implementation of Canadian Tax Reform and was Tax Manager with Hudsons Bay Oil & Gas in Calgary, which is a subsidiary of Conoco. Mr. Kozub was the President of the Canadian Petroleum Tax Society for two years and was a frequent lecturer to various accounting organizations in accounting, cost and management and taxation.

Mr. Kozub holds a certified management accounting degree (CMA, 1963) and a business management certificate (1960).

Georgina Martin – Secretary, Treasurer and Director

Ms. Martin the Secretary, Treasurer and Director of our company since March 5, 2004. Ms. Martin has been in the private sector for over 35 years starting in the insurance field and then soon changed for a brief period of time to work in public practice.

In 1978 Ms. Martin took a position with a lumber remanufacturing company as accountant and office manager. Within 2 years she acquired the mantle of comptroller. During the next ten years she sat on a number of boards for the enhancement of products in the added-value lumber industry.

In 1986 Ms. Martin obtained her designation as a Certified General Accountant with a focus on finance. She has been active in the organization since that time.

In 1988 Ms. Martin and a business partner incorporated a private corporation. This served as a base towards her comptrollership of the many companies that followed over the next 16 years.

Mr. Braun is a significant employee and the loss of this employee would have an adverse impact on our future developments and could impair our ability to succeed.

Family Relationships

There are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of June 20, 2005, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class⁽¹⁾
Garth Braun Suite 501, 1166 Alberni Street Vancouver, BC V5E 3Z3	751,250⁽²⁾	2.05%
Ted Kozub Second Floor, 498 Ellis Street Penticton, BC V2A 4M2	44,000⁽³⁾	0.12%
Georgina Martin Box 172, Station A Nanaimo, BC V9R 5K9	1,312,500⁽⁴⁾	3.58%
Hari Sharma G/F Pacific View Apartment Pruth Street Korobosea, Port Moresby Papua New Guinea	2,687,602	7.3%
Dan Kropinak 1414 – 131 Street Surrey, BC V4A 4A8	2,028,533	5.5%
Directors and Executive Officers as a Group	2,107,750⁽²⁾⁽³⁾	5.75%

*Less than 1%.

(1) Based on 36,629,814 shares of common stock issued and outstanding as of June 20, 2005. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.

(2)	Includes options to acquire an aggregate of 500,000 shares of common stock, exercisable within sixty days.
(3)	Includes options to acquire an aggregate of 10,000 shares of common stock, exercisable within sixty days.

(4) Georgina Martin is the trustee with respect to 24,721,935 shares of our common stock which are subject to a voting trust. As trustee, Georgina Martin has discretion to exercise voting authority with respect to the shares that are subject to the voting trust arrangement. Georgina Martin is the beneficial owner of 1,312,500 shares of the 24,721,935 shares that are subject to the voting trust arrangement.

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.

DESCRIPTION OF COMMON STOCK

We are authorized to issue 50,000,000 common shares with a par value of $0.001. As at June 20, 2005 we had 36,629,814 common shares outstanding. Upon liquidation, dissolution or winding up of the corporation, the holders of common stock are entitled to share ratably in all net assets available for distribution to stockholders after

payment to creditors. The common stock is not convertible or redeemable and has no preemptive, subscription or conversion rights. Each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of stockholders. There are no cumulative voting rights.

The holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available therefore at such times and in such amounts as our board of directors may from time to time determine. Holders of common stock will share equally on a per share basis in any dividend declared by the board of directors. We have not paid any dividends on our common stock and do not anticipate paying any cash dividends on such stock in the foreseeable future.

In the event of a merger or consolidation, all holders of common stock will be entitled to receive the same per share consideration.

On May 25, 2005, our board of directors unanimously approved, subject to receiving the approval of a majority of the shareholders of our common stock, an amendment to our Articles to increase our authorized shares of common stock to 200,000,000 shares, and authorize the issuance of up to 100,000,000 shares of preferred stock in the capital of our corporation, for which the board of directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of the shares of preferred stock.

Subsequent to our Board of Directors’ approval of the Amendments, the holders of the majority of the outstanding shares of our corporation gave us their written consent to the Amendments to our Articles of Incorporation on May 27, 2005. Therefore, our corporation will file Articles of Amendment to amend our Articles of Incorporation to give effect to the foregoing amendments. The Articles of Amendment will become effective when they are filed with the Nevada Secretary of State. We anticipate that such filing will occur in early July 2005.

The general purpose and effect of the amendment to our corporation’s Articles is to increase our authorized share capital and authorize the preferred shares, which will enhance our company’s ability to finance the development and operation of our business.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

On July 20, 2004, we engaged Moore Stephens Ellis Foster Ltd., Chartered Accountants, as our new principal independent accountants with the approval of our company’s board of directors. Accordingly, we dismissed Michael Johnson & Co. LLC on July 20, 2004.

Michael Johnson & Co. LLC’s report dated February 17, 2004, on our balance sheet as of December 31, 2003, and the related statements of operations, stockholders’ equity (deficiency), and cash flows for each of the years ended December 31, 2003 and 2002, did not contain an adverse opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles, except that Michael Johnson & Co. LLC expressed in their reports substantial doubt about our ability to continue as a going concern.

In connection with the audit of our financial statements, and in the subsequent interim period, there were no disagreements with Michael Johnson & Co. LLC on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of Michael Johnson & Co. LLC would have caused Michael Johnson & Co. LLC to make reference to the matter in their report. We requested Michael Johnson & Co. LLC to furnish us a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of that letter, dated July 20, 2004 was filed as Exhibit 16 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 21, 2004.

During the years ended December 31, 2003 and 2002 and subsequent to December 31, 2003 through the date hereof, we have not consulted with Moore Stephens Ellis Foster Ltd. regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, nor has Moore Stephens Ellis Foster Ltd. provided to us a written report or oral advice regarding such principles or audit opinion or any matter that was the subject of a disagreement or reportable events set forth in Item 304(a)(iv) and (v), respectively, of Regulation S-K with our former accountant.

We requested Moore Stephens Ellis Foster Ltd. to review the disclosure in our Current Report on Form 8-K and provided Moore Stephens Ellis Foster Ltd. the opportunity to furnish us with a letter addressed to the Securities and Exchange Commission containing any new information, clarification of our expression of our views, or the respects in which Moore Stephens Ellis Foster Ltd. does not agree with the statements made by us in this report. Moore Stephens Ellis Foster Ltd. advised us that no such letter need be issued.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

EXPERTS

The consolidated financial statements of Cheetah Oil and Gas Ltd. (formerly Bio-American Capital Corporation) included in this registration statement have been audited by Moore Stephens Ellis Foster, Chartered Accountants, to the extent and for the period set forth in their report (which contains an explanatory paragraph regarding our company’s ability to continue as a going concern) appearing elsewhere in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

DISCLOSURE OF SEC POSITION OF

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our bylaws provide that directors and officers shall be indemnified by us to the fullest extent authorized by the Nevada General Corporation Law, against all expenses and liabilities reasonably incurred in connection with services for us or on our behalf. The bylaws also authorize the board of directors to indemnify any other person who we have the power to indemnify under the Nevada General Corporation Law, and indemnification for such a person may be greater or different from that provided in the bylaws.

Insofar as indemnification for liabilities arising under the Securities Act might be permitted to directors, officers or persons controlling our company under the provisions described above, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

DESCRIPTION OF PROPERTY

We operate from our offices at Second Floor, 498 Ellis Street, Penticton, British Columbia Canada V2A 4M2 and Ground Floor, Unit 5, Pacific View Apartments, Perth Street, Korobosea, NCD, Port Moresby, Papua New Guinea. Our space at 498 Ellis Street, Penticton, British Columbia is currently provided on a rent free basis by Mr. Ted Kozub, a director of our company. We have entered into a lease agreement for the lease of a 3,500 square foot premises in Calgary, Alberta, at a cost of approximately CDN$10.00 per square foot per year. The lease has a term of three years commencing August 1, 2005. The leased premises are located at 2nd Floor, 809 Manning Road, N.E. Calgary, Alberta T2E 7M9. Management does not believe that our office space will need to be expanded beyond this during 2005.

We currently hold five petroleum prospecting licenses in Papua New Guinea directly and through our majority controlled subsidiary, Scotia Petroleum Inc., which in total cover approximately 8.3 million acres in Papua New Guinea. Our five petroleum prospecting licenses are all located along the Northern Coast.

DESCRIPTION OF BUSINESS

Business Development During Last Three Years

General Overview

We are an exploration stage oil and gas company engaged in the exploration for petroleum and natural gas in the country of Papua New Guinea. We were previously intending to enter into the businesses of a technology venture finance company to organize, capitalize, acquire and finance technology companies, and subsequent to that attempted to acquire certain resources leases in the Raton Basin. Due to the inability to run these businesses with a profit, the default on the obligations of certain parties and the difficulty in attracting additional capital on terms favorable to existing shareholders, we ceased operation of these businesses in prior years.

Corporate History

We were incorporated under the laws of the State of Nevada on May 5, 1992 under the name “Bio-American Capital Corporation”. On March 5, 2004 we acquired all of the issued and outstanding shares of Cheetah Oil & Gas Ltd., a private British Columbia company, in exchange for 25,000,000 shares of our common stock. Therefore, for accounting purposes, Cheetah Oil & Gas Ltd. was deemed to have acquired Bio American Capital Corporation. We changed our name to “Cheetah Oil & Gas Ltd.” by a Certificate of Amendment filed on May 25, 2004 with the Nevada Secretary of State.

We have not been involved in any bankruptcy, receivership or similar proceeding.

Our Current Business

On March 5, 2004, we entered into an acquisition agreement with Georgina Martin, the sole shareholder of Cheetah Oil & Gas Ltd., a British Columbia company, for the acquisition of all the outstanding equity securities of Cheetah, being 100 shares of common stock, in exchange for 25,000,000 shares of our common stock. As a result of this transaction, Cheetah has become our wholly owned subsidiary. The principal assets of Cheetah were certain permits and licenses issued by the Minister of Petroleum and Energy for Papua New Guinea. The permits and licenses to be maintained require Cheetah to engage in exploratory and developmental activities by certain dates, including obtaining seismic data, drilling an exploratory well, drilling an appraisal well and conducting related activities.

As a result of the above acquisition, we changed our name to “Cheetah Oil & Gas Ltd.” by a Certificate of Amendment filed on May 25, 2004 with the Nevada Secretary of State.

On June 24, 2004, our wholly owned subsidiary Cheetah Oil & Gas Ltd. (B.C.) entered into an acquisition agreement with the controlling shareholders of Scotia Petroleum Inc. (“Scotia”) to acquire 31,518,829 Scotia common shares or an 84% controlling interest (of a total of 37,018,829 Scotia shares issued and outstanding). As consideration, we paid the sum of $400,000 Canadian dollars to the selling Scotia shareholders. Cheetah Oil & Gas Ltd. (B.C.) has also acquired an option to purchase an additional 14%, or 5,000,000 shares, of the issued shares of Scotia for a period of two years for $1,000,000. On March 10, 2005 we exercised our option to acquire the additional Scotia shares, and as consideration for which we issued 142,000 restricted shares of common stock on March 17, 2005. As a result, Scotia has become our majority controlled subsidiary as we now hold 98.65% of the issued and outstanding shares of Scotia.

The principal assets of Scotia are two Petroleum Prospecting Licenses (PPL) - PPL #245 and PPL #246 - issued by the Minister of Petroleum Energy for Papua New Guinea. The licenses require Scotia to engage in exploratory and developmental activities by certain dates, including obtaining seismic data, drilling an exploratory well, drilling an appraisal well and conducting related activities. Scotia will be required to expend certain minimum amounts in respect of the licenses. PPL-245 covers a total of 2,501,750 acres and is located along the Northern coast of Papua New Guinea, adjacent to Cheetah’s existing PPL-249. It straddles both the East and West Sepik sub-basins. Preliminary evaluation indicates both oil and gas seeps in parts of PPL-245. PPL-245 was originally issued on September 17, 2003 and will remain valid until September 17, 2009 subject to minimum work expenditures and accomplishments being made. Maximum forecast expenditures to retain this license in good standing for the 6 year period will be $18,900,000. PPL-246 covers 540,378 acres located in the south-central region of Papua New Guinea, located south of Cheetah’s existing PPL-250. The property is within the Papuan Basin. The western part of PPL-246 is rated to be prospective with potential for Mesozoic petroleum systems. Potential reservoir rocks include Late Jurassic to Early Cretaceous deltaic to shallow marine sandstones. There is potential for gas accumulations in the western part of PPL-246 with additional potential for hydrocarbon accumulation in the foot-wall traps. PPL-246 was originally issued on October 15, 2003 and will remain valid until October 15, 2009 subject to minimum work expenditures and accomplishments being made. Maximum forecast expenditures to retain this license in good standing for the 6 year period will be $19,900,000.

In late October of 2004 we entered into an agreement with Grey Creek Petroleum Inc. pursuant to which we had the option to acquire a 97.5% farm-in interest in two further Petroleum Prospecting Licenses in Papua New Guinea, being PPL #257 and PPL #258. After review, we elected not to proceed with the agreement with Grey Creek.

We will be required to expend certain minimum amounts in respect of our permits and licenses. The initial term of the permits and licenses is six years. To maintain these assets, we will have to raise substantial additional capital. The failure to have the required capital at the times needed, and the ability to modify the agreements or extend the time periods, could result in their termination and the loss of their benefits to us.

As a result of the above acquisitions, we currently hold five petroleum prospecting licenses in Papua New Guinea directly and through our majority controlled subsidiary, Scotia Petroleum Inc., which in total are petroleum prospecting licenses in Papua New Guinea covering approximately 8.3 million acres. Our five Petroleum Prospecting Licenses are all located along the Northern Coast. We are now evaluating and exploring the oil and gas prospects over approximately 8.3 million acres in our five 100% owned license areas in Papua New Guinea. Our consultants produced an evaluation based on available existing survey and seismic data from historical operations on the licenses.

We have commissioned and received a resource and risk assessment of PPL #246 from 3D-GEO Inc. of Melbourne, Australia. As noted above, PPL #246 is held by our majority controlled subsidiary, Scotia Petroleum Inc. 3D Geo is a Melbourne, Australia based seismic-structural geology consulting firm. 3D Geo provides seismic/structural and tectonic interpretation, modeling, restoration and data collection services to the oil and gas industry worldwide. 3D Geo’s particular geographic area of expertise is Australia and Southeast Asia. In addition, under PPL #246 we have obtained a Petroleum Retention License from the Minister of Petroleum Energy for Papua New Guinea, covering 40,000 acres.

We have established an office in Papua New Guinea which houses administrative and technical persons to carry on the exploration activities and to further liaison with Papua New Guinea Government Officials and other oil and gas industry participants. Our central management is carried on in British Columbia and Alberta, Canada.

We have not discovered any oil or gas reserves on the properties over which we hold our licenses nor have we generated any revenue from operations.

Governmental Regulations

Our oil and gas operations are subject to various federal and local governmental regulations. Matters subject to regulation include discharge permits for drilling operations, drilling and abandonment bonds, reports concerning operations, the spacing of wells, and pooling of properties and taxation. From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and gas wells below actual production capacity in order to conserve supplies of oil and gas. The production, handling, storage, transportation and disposal of oil and gas, by-products thereof, and other substances and materials produced or used in connection with oil and gas operations are also subject to regulation under federal and local laws and regulations relating primarily to the protection of human health and the environment. To date, expenditures related to complying with these laws, and for remediation of existing environmental contamination, have not been significant in relation to the results of operations of our company. The requirements imposed by such laws and regulations are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations.

The properties over which we hold our licenses are subject to a 22.5% back-in participation right in favour of the government, which the government may exercise upon payment of 22.5% of the expenses incurred in the development of the property. This back–in interest includes a 2% of revenue royalty payment to indigenous groups, which is only payable if the government exercises its back-in right.

Research and Development

Our business plan is focused on a strategy for maximizing the long-term exploration and development of our petroleum prospecting licenses in Papua New Guinea. To date, execution of our business plan has largely focused on acquiring petroleum prospecting licenses in Papua New Guinea. We intend to establish a going forward exploration and development plan.

MANAGEMENT’S DISCUSSION AND ANALYSIS

The following discussion should be read in conjunction with our consolidated audited financial statements and the related notes that appear elsewhere in this registration statement. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this registration statement, particularly in the section entitled “Risk Factors” beginning on page 9 of this registration statement.

Our consolidated audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

We are a Nevada corporation incorporated on May 5, 1992. We are an exploration stage oil and gas company engaged in the exploration for petroleum and natural gas in the country of Papua New Guinea. We were previously intending to enter into the businesses of a technology venture finance company to organize, capitalize, acquire and finance technology companies, and subsequent to that attempted to acquire certain resources leases in the Raton Basin. Due to the inability to run these businesses with a profit, the default on the obligations of certain parties and the difficulty in attracting additional capital on terms favorable to existing shareholders, we ceased operation of these businesses in prior years.

Cash Requirements

For the next 12 months we plan to continue to explore for petroleum and natural gas in the country of Papua New Guinea. Currently we hold five petroleum prospecting licences in Papua New Guinea directly and through our majority controlled subsidiary, Scotia Petroleum Inc., which in total are petroleum prospecting licenses in Papua New Guinea covering approximately 8.3 million acres.

The licenses held by us and which we have farmed into require us to engage in exploratory and developmental activities by certain dates, including obtaining seismic data, drilling exploratory wells, drilling appraisal wells and conducting related activities. We will be required to expend certain minimum amounts in respect of all of the licenses. Each of the licenses has an initial term of six years.

We will require additional funds to implement our growth strategy in our oil and gas exploration operations. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable.

Our net cash provided by financing activities during the three month period ended March 31, 2005 was $384,867.

In order to proceed with our plans we raised funds by way of private placements of equity securities in our company. In April 2004 we completed a private placement of 150,000 shares of common stock and 150,000 stock purchase warrants for total proceeds of $750,288. Subsequently, we received a further $416,000 on the exercise of 55,467 of the stock purchase warrants. The net proceeds received were used as working capital to allow us to finance our commitments under our licences. On May 26, 2005 we completed a private placement of 1,200,000 shares of common stock and 1,200,000 stock purchase warrants for total gross proceeds of $6,000,000.

Over the next twelve months we intend to use all available funds to expand on the exploration and development of our licenses, as follows:

Estimated Funding Required During the Next Twelve Months

Prospect Development & Seismic	$1,000,000	to	$7,875,000
Drilling & Development	$2,500,000	to	$5,000,000
Offering Costs & Expenses	$650,000	to	$1,125,000
General Corporate Expenses	$1,000,000	to	$1,000,000
Working Capital	$850,000	to	$850,000
Total	$6,000,000	to	$15,850,000

As at March 31, 2005, we had $229,718 in current liabilities. As at March 31, 2005 we had a working capital deficiency of $80,492. Our financial statements report a net loss of $700,264 for the cumulative period from January 28, 2003 to March 31, 2005. Our losses increased in part as a result of an overall increase in all expense categories during the fourteen month period ended March 31, 2005 as we were actively involved in the oil and gas business, as compared to the period from January 28, 2003 to January 31, 2004 when we had ceased operations of a technology venture finance company.

Our total liabilities as of March 31, 2005 were $229,718, compared to $150,061 as at December 31, 2004. The increase was due to an increase to accounts payable.

During the cumulative period from January 28, 2003 to March 31, 2005 we spent $3,650,617 on exploration and acquisition of our oil and gas properties. Of this amount, $2,890,851 was attributable to acquisitions costs, and $759,766 was attributable to exploration costs.

We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital. In this regard we have

raised additional capital through the equity offerings noted above.

The continuation of our business is dependent upon obtaining further financing, a successful program of acquisition and exploration, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations. As noted herein, we are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Product Research and Development

Purchase of Significant Equipment

We do not intend to purchase any significant equipment (excluding oil and gas activities) over the next twelve months.

Employees

In addition to our directors and officers we also have seven employees in Papua, New Guinea. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed. However, if we are successful in our initial and any subsequent drilling programs we may retain additional employees.

Going Concern

We have suffered recurring losses from operations. The continuation of our company as a going concern is dependent upon our company attaining and maintaining profitable operations and raising additional capital. The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our company discontinue operations.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in their report on the annual financial statements for the period ended December 31, 2004, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Recently Issued Accounting Standards

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs—an amendment of ARB No. 43, Chapter 4”, which is the result of the FASB’s project to reduce differences between U.S. and international accounting standards. SFAS No. 151 requires idle facility costs, abnormal freight, handling costs, and amounts of wasted materials (spoilage) be treated as current-period costs. Under this concept, if the costs associated with the actual level of spoilage or production defects are greater than the costs associated with the range of normal spoilage or defects, the difference would be charged to current-period expense, not included in inventory costs. SFAS No. 151 will be effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The adoption of SFAS No. 151 does not have an impact on our consolidated financial statements.

In December 2004, FASB issued Statement No. 153, “Exchange of Nonmonetary Assets”. This statement addresses the measurement of exchanges of nonmonetary assets and eliminates the exception from fair value measurement for nonmonetary exchanges of similar productive assets and replaces it with an exception for exchanges that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This Statement is effective for periods beginning after June 15, 2005. The adoption of this new accounting pronouncement does have a material impact on our consolidated financial statements, as we do not have any exchanges of nonmonetary assets.

In December 2004, the FASB issued SFAS No. 123(R), “Accounting for Stock-Based Compensation”. SFAS 123(R) establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123(R) requires that the fair value of such equity instruments be recognized as expense in the historical financial statements as services are performed. Prior to SFAS 123(R), only certain pro-forma disclosures of fair value were required. SFAS 123(R) shall be effective for us as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. The adoption of this new accounting pronouncement does not have an impact on our consolidated financial statements.

Application of Critical Accounting Policies

Our audited financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our financials.

Oil and Gas Properties

We follow the full cost method of accounting for its oil and gas operations. Under this method, all cost incurred in the acquisition, exploration and development of oil and gas properties are capitalized in one cost center, including certain internal costs directly associated with such activities. Proceeds from sales of oil and gas properties are credited to the cost center with no gain or loss recognized unless such adjustments would significantly alter the relationship between capitalized costs and proved oil and gas reverses.

If capitalized costs, less related accumulated amortization and deferred income taxes, exceed the “full cost ceiling”, the excess is expensed in the period such excess occurs. The full cost ceiling includes an estimated discounted value of future net revenues attributable to proved reserves using current product prices and operating cost, and an estimate of the value of unproved properties within the cost center.

Costs of oil and gas properties are amortized using the unit-of-production method upon the commencement of production. The significant unevaluated properties are excluded from costs subject to depletion.

As at March 31, 2004, we do not have any proved reserves.

Long-lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with the Statement of Financial Accounting Standards No. 144 (SFAS 144), Accounting for the Impairment or Disposal of Long-Lived Assets. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis.

Going Concern

Our annual financial statements have been prepared on the going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of operations. The financial statements have been prepared assuming we will continue as a going concern. However, certain conditions exist which raise doubt about our ability to continue as a going concern. We have suffered recurring losses from operations and have accumulated losses of $700,264 since inception through March 31, 2005.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than as listed below, we have not been a party to any transaction, proposed transaction, or series of transactions in which the amount involved exceeds $60,000, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holder, or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest.

During the year ended December 31, 2004, our company paid $27,047 in consulting fees to Ted Kozub, our Chief Financial Officer and a director of our company for consulting services he provides to our company.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common shares were quoted for trading on the OTCBB on December 8, 1998 under the symbol “BIAN”. In October 1999, due to the change in Rule 15c2-11, we were reduced to trading in the “Pink Sheets” because we did not have an effective From 10-SB. In August 1999 our Form 10-SB became effective. A Form 211 application was accepted by the NASD Regulations, Inc. and our shares of common stock were quoted for trading on the OTCBB in June 2002 under the symbol “BIAN”. On May 25, 2004 our symbol changed to “COGL”. The following quotations obtained from yahoo.com reflect the highs and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission an may not represent actual transactions.

The high and low bid prices of our common stock for the periods indicated below are as follows:
	National Association of Securities Dealers OTC Bulletin Board⁽¹⁾
	Quarter Ended	High	Low
	March 31, 2005	$8.15	$5.80
	December 31, 2004	$8.75	$7.10
	September 30, 2004	$10.12	$7.00
	June 30, 2004⁽²⁾	$10.05	$6.05
	March 31, 2004	$102.00	$0.50
	December 31, 2003	$10.00	$10.00
	September 30, 2003	$10.00	$10.00
	June 30, 2003	$12.00	$6.00
	March 31, 2003	$14.00	$6.00

(1) Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

(2)	Our shares started trading under our new symbol, COGL on May 25, 2004.

Our common shares are issued in registered form. Atlas Stock Transfer, 5899 South State Street, Salt Lake City, Utah 8410, (Telephone: 801.266.7151; Facsimile: 801.262.0907) is the registrar and transfer agent for our common shares. On April 5, 2005, the shareholders’ list of our common shares showed 136 registered shareholders and 35,429,814 shares outstanding.

Equity Compensation Plan Information

As at June 20, 2005 we have two compensation plans in place, entitled 2004 Performance Equity Plan and 2005 Stock Option Plan. These plans have not been approved by our security holders.

Name of Plan	Number of Securities that have been issued under the Plan	Weighted-Average exercise price	Number of securities remaining available for further issuancel
2004 Performance Equity Plan	10,000,000	Nil	Nil
2005 Stock Option Plan	1,400,000	Nil	2,100,000

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during the period ended March 31, 2005.

DIVIDEND POLICY

We have not declared or paid any cash dividends since inception and we do not intend to pay any cash dividends in the foreseeable future. Although there are no restrictions that limit our ability to pay dividends on our common shares other than as described below, we intend to retain future earnings for use in our operations and the expansion of our business.

EXECUTIVE COMPENSATION

The chief executive officer of our company received cash or other compensation during the fiscal years ended December 31, 2004, 2003 and 2002 as disclosed below. No other executive officer of our company received annual salary and bonus in excess of $100,000 for the year ended December 31, 2004, except as listed below.

SUMMARY COMPENSATION TABLE
		Annual Compensation			Long Term Compensation⁽¹⁾
					Awards		Payouts
Name and Principal Position	Year	Salary	Bonus	Other Annual Compen- sation⁽¹⁾	Securities Underlying Options/ SARs Granted	Restricted Shares or Restricted Share Units	LTIP Payouts	All Other Compen- sation
Garth Braun President, Chief Executive Officer, Chairman and Director⁽²⁾	2004 2003 2002	Nil Nil N/A	Nil Nil N/A	Nil Nil N/A	Nil Nil N/A	Nil Nil N/A	Nil Nil N/A	Nil Nil N/A
Ted Kozub Chief Financial Officer and Director⁽³⁾	2004 2003 2002	$12,000 Nil N/A	Nil Nil N/A	Nil Nil N/A	50,000⁽⁴⁾ N/A N/A	$10,500 Nil N/A	Nil Nil N/A	Nil Nil N/A
Georgina Martin Secretary, Treasurer and Director⁽⁵⁾	2004 2003 2002	Nil Nil N/A	Nil Nil N/A	Nil Nil N/A	Nil Nil N/A	Nil Nil N/A	Nil Nil N/A	Nil Nil N/A

(1) The value of perquisites and other personal benefits, securities and property for the Named Executive Officers that do not exceed the lesser of $50,000 or 10% of the total of the annual salary and bonus is not reported herein.

(2)	Mr. Braun became our President, Chief Executive Officer, Chairman and a director of our company on July 19, 2004.
(3)	Mr. Kozub became our Chief Financial Officer and a director of our company on December 15, 2003.
(4)	Mr. Kozub was granted 50,000 stock options exercisable at a price of $2.50 per share until September 20, 2007.
(5)	Ms. Martin became our Secretary, Treasurer and a director of our company on March 5, 2004.

The following table sets forth for each of the Named Executive Officers certain information concerning stock options granted to them during fiscal 2004. We have never issued stock appreciation rights.

Name	Number of Securities Underlying Options/ SARs Granted (#)	% of Total Options/ SARs Granted to Employees in Fiscal Year⁽¹⁾	Exercise Price ($/Share)	Expiration Date
Garth Braun President, Chief Executive Officer and Chairman	Nil	Nil	N/A	N/A
Ted Kozub Chief Financial Officer	50,000	100%	$2.50	September 20, 2007
Georgina Martin Secretary and Treasurer	Nil	Nil	N/A	N/A

(1) The denominator (of 50,000) was arrived at by calculating the net total number of new options awarded during the year.

The following table sets forth for each Named Executive Officer certain information concerning the

number of shares subject to both exercisable and unexercisable stock options as of December 31, 2004. No named Executive Officer exercised options during the period ended March 31 2005.

Name	Shares Acquired on Exercise (#)	Aggregate Value Realized	Number of Securities Underlying Unexercised Options/SARs at FY-End (#) Exercisable / Unexercisable		Value of Unexercised In-the -Money Options/SARs at FY- end ($) Exercisable / Unexercisable⁽¹⁾
			Exercisable	Unexercisable	Exercisable	Unexercisable
Garth Braun	Nil	Nil	Nil	Nil	Nil	Nil
Ted Kozub	Nil	Nil	10,000	40,000	$55,5000	$222,000
Georgina Martin	Nil	Nil	Nil	Nil	Nil	Nil

(1) The values for “in-the-money” options are calculated by determining the difference between the fair market value of the securities underlying the options as of December 31, 2004 ($8.05 per share on NASD OTCBB) and the exercise price of the individual’s options.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS

We have entered into a management agreement dated May 1, 2005 with Garth Braun, our President. Under the terms of the agreement, commencing June 1, 2005, Mr. Braun receives $10,000 per month for the services he provides to our company. In addition, Mr. Braun has been granted 500,000 stock options at an exercise price of $5.00 per share for a period of five years. The management agreement expires on April 1, 2008.

Our company has no plans or arrangements in respect of remuneration received or that may be received by Named Executive Officers of our company in fiscal 2004 to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $100,000 per Named Executive Officer.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

During the year ended December 31, 2004, we paid consulting fees of $27,047 to Ted Kozub for consulting services he provided to our company.

Our Directors do not receive salaries or fees for serving as directors, nor do they receive any compensation for attending meetings of the board of directors or serving on committees of the board of directors. We did not pay director’s fees or other cash compensation for services rendered as a director in the period ended March 31, 2005. We may, however, determine to compensate our directors in the future. Directors are entitled to reimbursement of expenses incurred in attending meetings. In addition, our directors are entitled to participate in our stock option plan.

We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

FINANCIAL STATEMENTS

Our consolidated financial statements are stated in United States Dollars (US$) and are prepared in conformity with generally accepted accounting principles of the United States of America.

The following financial statements are filed as part of this registration statement:

(a) Audited Consolidated Financial Statements of Cheetah Oil and Gas Ltd. (formerly Bio-American Capital Corporation)

Report of Independent Registered Public Accounting Firm, dated March 18, 2005

Consolidated Balance Sheets as at December 31, 2004 and January 31, 2004

Consolidated Statements of Stockholders’ Equity for period from January 28, 2003 (inception) to December 31, 2004

Consolidated Statements of Operations from January 28, 2003 (inception) to December 31, 2004, for the eleven months ended December 31, 2004 and from January 28, 2003 (inception) to January 31, 2004.

Consolidated Statements of Cash Flows from January 28, 2003 (inception) to December 31, 2004, for the eleven months ended December 31, 2004 and from January 28, 2003 (inception) to January 31, 2004.

Notes to the Consolidated Financial Statements

(b) Unaudited Consolidated Interim Financial Statements of Cheetah Oil and Gas Ltd. (formerly Bio-American Capital Corporation)

Consolidated Balance Sheets as of March 31, 2005

Consolidated Statements of Stockholders’ Equity for the period ended March 31, 2005

Consolidated Statements of Operations for the period ended March 31, 2005

Consolidated Statements of Cash Flows for the period ended March 31, 2005

Notes to Consolidated Financial Statements

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Consolidated Financial Statements

(Expressed in U.S. Dollars)

December 31, 2004 and January 31, 2004

Index

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Operations

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

MOORE STEPHENS

ELLIS FOSTER LTD.

CHARTERED ACCOUNTANTS

1650 West 1^st Avenue

Vancouver, BC Canada

V6J 1G1

Telephone: (604) 737-8117 Facsimile: (604) 714-5916

Website: www.ellisfoster.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

CHEETAH OIL & GAS LTD.

(formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

We have audited the consolidated balance sheets of Cheetah Oil & Gas Ltd. (formerly Bio-American Capital Corporation, an exploration stage enterprise) (“the Company”) as at December 31, 2004 and January 31, 2004, and the related consolidated statements of stockholders’ equity, operations and cash flows for the period from January 28, 2003 (inception) to January 31, 2004, for the period from February 1, 2004 to December 31, 2004 and for the cumulative period from January 28, 2003 (inception) to December 31, 2004. 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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance 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, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2004 and January 31, 2004, and the results of its operations and its cash flows for the period from January 28, 2003 (inception) to January 31, 2004, for the period from February 1, 2004 to December 31, 2004 and for the cumulative period from January 28, 2003 (inception) to December 31, 2004 in conformity with generally accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated any revenue from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada	“MOORE STEPHENS ELLIS FOSTER LTD.”
March 18, 2005		Chartered Accountants

MSEFA partnership of incorporated professionals

An independently owned and operated member of Moore Stephens North America Inc., a member of Moore Stephens International Limited
- members in principal cities throughout the world

CHEETAH OIL & GAS LTD.
(Formerly Bio-American Capital Corporation)
(An exploration stage enterprise)

Consolidated Balance Sheets
December 31, 2004 and January 31, 2004
(Expressed in U.S. Dollars)
	December 31,			January 31,
		2004		2004
ASSETS
Current assets
Cash and cash equivalents	$	151,076	$	76
Prepaid and deposits		11,006		226,451

Total current assets		162,082		226,527

Refundable deposits for petroleum prospecting licences		162,544		62,000
Equipment (Note 5)		91,052		-
Oil and gas properties, unevaluated (Note 6)		2,404,046		1,009,300

Total assets	$	2,819,724	$	1,297,827

LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	$	79,590	$	812
Advances payable – related parties (Note 10(c))		70,471		-
Advances payable – non-interest bearing
unsecured and due on demand		-		297,751

Total current liabilities		150,061		298,563

Commitments (Notes 6 and 11(a))

STOCKHOLDERS’ EQUITY
Share capital
Common stock, $0.001 par value, authorized 50,000,000 shares
issued and outstanding: 35,019,682 shares		35,020		25,000

Additional paid in capital		1,932,853		975,076

Subscriptions received (Note 11(c))		1,166,288		-

Deficit accumulated during the exploration stage		(464,498)		(812)
				.
Total stockholders’ equity		2,669,663		999,264

Total liabilities and stockholders’ equity	$	2,819,724	$	1,297,827

The accompanying notes are an integral part of these financial statements.

CHEETAH OIL & GAS LTD.
(Formerly Bio-American Capital Corporation)
(An exploration stage enterprise)

Consolidated Statements of Stockholders’ Equity
Period from January 28, 2003 (inception) to December 31, 2004
(Expressed in US Dollars)
									Deficit
									accumulated		Total
				Additional					during		Stock-
	Common stock				paid in	Subscriptions			exploration		holders’
	Shares		Amount		capital		received		stage		Equity

Initial capitalization as a result of reverse acquisition (Note 1)	25,000,000	$	25,000	$	(24,924)	$	-	$	-	$	76
10,000,000 shares allotted for services in connection with the application for petroleum prospecting licences	-		-		1,000,000		-		-		1,000,000
Net loss for the period	-		-		-		-		(812)		(812)
Balance, January 31, 2004	25,000,000		25,000		975,076		-		(812)		999,264
Shares issued for services in connection with the application for petroleum prospecting licences	10,000,000		10,000		(10,000)		-		-		-
Recapitalization to effect the acquisition of Cheetah Nevada	19,682		20		(15,798)		-		-		(15,778)
Contribution received from a shareholder of the company in connection with the acquisition of Scotia (Note 4)	-		-		604,315		-		-		604,315
Debt settlement (Note 11(d))	-		-		357,196		-		-		357,196
Subscriptions received (Note 11(c))	-		-		-		1,166,288		-		1,166,288
Stock-based compensation (Note 9(b))	-		-		22,064		-		-		22,064
Net loss for the period	-		-		-		-		(463,686)		(463,686)

Balance, December 31, 2004	35,019,682	$	35,020	$	1,932,853	$	1,166,288	$	(464,498)	$	2,669,663

The accompanying notes are an integral part of these financial statements.

CHEETAH OIL & GAS LTD.
(Formerly Bio-American Capital Corporation)
(An exploration stage enterprise)

Consolidated Statements of Operations
(Expressed in U.S. Dollars)
		Cumulative			January 28,
		January 28,		Eleven	2003
		2003		Months		(inception)
		(inception) to		Ended		to
		December 31,		December 31,		January 31,
		2004		2004		2004

General and administrative expenses
Accounting and legal	$	123,474	$	122,662	$	812
Depreciation		9,646		9,646		-
Application fees and permits		47,298		47,298		-
Consulting fee		35,042		35,042		-
Office and miscellaneous		29,156		29,156		-
Investor relations and shareholder information		110,048		110,048		-
Rental and communication		40,888		40,888		-
Salaries and benefit		15,717		15,717		-
Stock-based compensation (Note 9(b))		22,064		22,064		-
Travel		60,848		60,848		-

Loss before minority interests		(494,181)		(493,369)		(812)

Minority interests		29,683		29,683		-

Net loss for the period	$	(464,498)	$	(463,686)	$	(812)

Loss per share,
- basic and diluted			$	(0.01)	$	(0.00)

Weighted average number of
common stock outstanding
- basic and diluted				33,015,047	25,000,000

The accompanying notes are an integral part of these financial statements.

CHEETAH OIL & GAS LTD.
(Formerly Bio-American Capital Corporation)
(An exploration stage enterprise)

Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)
	Cumulative
	January 28,			Eleven		January 28,
		2003		Months		2003
	(inception) to			Ended		(inception) to
		December 31,		December 31,		January 31,
		2004		2004		2004

Cash flows from (used in) operating activities
Net loss for the period	$	(464,498)	$	(463,686)	$	(812)
Items not involving cash
- depreciation		12,862		12,862		-
- stock-based compensation		22,064		22,064		-
Change in other assets and liabilities (net of
effect of acquisition of subsidiaries):
- prepaid and deposits		(11,006)		215,445		(226,451)
- refundable licences deposits		(95,400)		(33,400)		(62,000)
- accounts payable and accrued liabilities		50,692		49,880		812

Net cash used in operating activities		(485,286)		(196,835)		(288,451)

Cash flows from financing activities
Issuance of common stock and subscriptions
received		1,166,364		1,166,288		76
Advances payable		427,667		129,916		297,751

Net cash from financing activities		1,594,031		1,296,204		297,827

Cash flows used in investing activities
Purchase of equipment		(100,698)		(100,698)		-
Oil and gas properties		(524,299)		(514,999)		(9,300)
Cash paid in connection with acquisition of Scotia
net of cash received		(332,672)		(332,672)		-

Net cash used in investing activities		(957,669)		(948,369)		(9,300)

Increase in cash and cash equivalents		151,076		151,000		76

Cash and cash equivalents, beginning of period		-		76		-

Cash and cash equivalents, end of period	$	151,076	$	151,076	$	76

Non-cash activities
- Contribution received from a shareholder of the
Company in connection with the acquisition of Scotia			$	604,315	$	-
- Shares issued for services in connection with the
application for petroleum prospecting licences				-		1,000,000
- Debt settlement				357,196		-

Total			$	961,511	$	1,000,000

The accompanying notes are an integral part of these financial statements.

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2004

(Expressed in U.S. Dollars)

1.	Incorporation and Continuance of Operations

These consolidated financial statements presented are those of Cheetah Oil & Gas Ltd., formerly Bio-American Capital Corporation (“Cheetah Nevada”) and its wholly-owned subsidiaries, Cheetah Oil & Gas Ltd. (“Cheetah BC”) and Cheetah Oil & Gas Limited (“Cheetah PNG”), and 85% owned Scotia Petroleum Inc. (“Scotia”, see note 4). Collectively, they are referred to herein as “the Company”.

Cheetah BC was incorporated on January 28, 2003 in British Columbia, Canada under the name of Universal Data Corp. and changed its name to Cheetah Oil & Gas Ltd. effective December 11, 2003. Cheetah BC, an exploration stage enterprise, is in the business of acquiring, exploring and developing oil and gas properties in Papua New Guinea.

Cheetah Nevada was incorporated in May 1992 under the laws of the State of Nevada, U.S.A. It has not conducted any business operations since May 2000 and changed its name to Cheetah Oil & Gas Ltd. effective May 26, 2004.

On March 5, 2004, Cheetah Nevada entered into an Acquisition Agreement (“Agreement”), whereby Cheetah Nevada issued 35,000,000 (post-consolidation) shares of its common stock in exchange for all of the issued and allotted common stock of Cheetah BC. In connection with this transaction, $130,000 debt owed by Cheetah Nevada was assumed and settled by a director. The stockholder owning a majority of the outstanding voting securities of Cheetah Nevada approved a reverse split of common stock at the rate of one share of every 200 shares outstanding and thereafter increased the number of authorized shares of common stock to 50,000,000. Cheetah Nevada is a non-operating shell company and immediately prior to the Agreement, it had 19,682 (post-consolidation) shares of common stock issued and outstanding. The acquisition was accounted for as recapitalization of Cheetah BC because the shareholders of Cheetah BC controlled Cheetah Nevada after the acquisition. Cheetah BC was treated as the acquiring entity for accounting purposes and Cheetah Nevada was the surviving entity for legal purposes. The combined company is considered to be a continuation of the operations of Cheetah BC. The issued and allotted common stock of Cheetah BC prior to the completion of acquisition was restated to reflect the 35,000,000 (post-consolidation) common stock issued by Cheetah Nevada. The Company has an office in Nanaimo, British Columbia, Canada.

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has not generated any revenue and requires additional funds to maintain its operations. Management’s plans in this regard are to raise equity financing as required. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might result from this uncertainty.

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2004

(Expressed in U.S. Dollars)

2.	Significant Accounting Policies
	(a)	Principles of Consolidation

The consolidated financial statements include accounts of the Company and its subsidiaries Cheetah BC, Cheetah PNG and Scotia. All significant inter-company balances and transactions are eliminated.

(b)	Accounting Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.

(c)	Cash and Cash Equivalents

Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased.

(d)	Oil and Gas Properties

The Company follows the full cost method of accounting for its oil and gas operations. Under this method, all cost incurred in the acquisition, exploration and development of oil and gas properties are capitalized in one cost center, including certain internal costs directly associated with such activities. Proceeds from sales of oil and gas properties are credited to the cost center with no gain or loss recognized unless such adjustments would significantly alter the relationship between capitalized costs and proved oil and gas reverses.

As at December 31, 2004, the Company does not have any proved reserves.

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2004

(Expressed in U.S. Dollars)

2.	Significant Accounting Policies (continued)
	(e)	Equipment

Depreciation is based on the estimated useful lives of the assets and is computed using the declining-balance method. Equipment is recorded at cost. Depreciation is provided using the following rates:

(g)	Asset Retirement Obligations

The Company recognizes a liability for future retirement obligations associated with the Company’s oil and gas properties. The estimated fair value of the asset retirement obligation is based on the current cost escalated at an inflation rate and discounted at a credit adjusted rate. This liability is capitalized as part of the cost of the related asset and amortized over its productive life. The liability accretes until the Company settles the obligation. As of December 31, 2004 and January 31, 2004, the Company had no asset retirement obligation.

(h)	Advertising Expenses

The Company expenses advertising costs as incurred. There were no advertising expenses incurred by the Company for the eleven months ended December 31, 2004 and the period from January 28, 2003 (inception) to January 31, 2004.

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2004

(Expressed in U.S. Dollars)

2.	Significant Accounting Policies (continued)
	(i)	Earning (Loss) Per Share

Basic earning (loss) per share is computed using the weighted average number of shares outstanding during the period. The Company adopted SFAS No. 128, “Earnings Per Share”. Diluted loss per share is equal to the basic loss per share for the eleven months ended December 31, 2004 because common stock equivalents consisting of stock purchase warrants of 94,533 and stock options of 50,000 that were outstanding at December 31, 2004 were anti-dilutive, however, they may be dilutive in the future.

(j)	Foreign Currency Translation

Cheetah Nevada uses the United States Dollars as its functional currency. Cheetah BC and Scotia use the Canadian Dollars as their functional currency. Cheetah PNG uses the Papua New Guinea Kinas as its functional currency.

Monetary assets and liabilities denominated in foreign currencies are translated into United States Dollar at the period-end exchange rates. Other assets and liabilities are translated at historical rates. Transactions occurring during the period are translated at rates in effect at the time of the transaction. The resulting foreign exchange gains and losses are included in operations.

(k)	Fair Value of Financial Instruments

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgement, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value.

The carrying value of cash, refundable deposits, accounts payable and accrued liabilities and advances payable approximate their fair value. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

The Company operates outside of the United States of America and is exposed to foreign currency risk due to the fluctuation between the currency in which the Company operates in and the United States Dollar.

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2004

(Expressed in U.S. Dollars)

2.	Significant Accounting Policies (continued)
	(l)	Income taxes

The Company adopted SFAS No. 109, “Accounting for Income Taxes”, which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

(m)	Stock-based Compensation

The Company adopted the fair value method of accounting for stock-based compensation recommended by of Statement of Financial Accounting Standards No. 123 (SFAS 123), “Accounting for Stock-based Compensation”.

(n)	New Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123(R), “Accounting for Stock-Based Compensation”. SFAS 123(R) establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123(R) requires that the fair value of such equity instruments be recognized as expense in the historical financial statements as services are performed. Prior to SFAS 123(R), only certain pro-forma disclosures of fair value were required. SFAS 123(R) shall be effective for the Company as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. The adoption of this new accounting pronouncement does not have an impact on the Company’s consolidated financial statements.

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2004

(Expressed in U.S. Dollars)

2.	Significant Accounting Policies (continued)
	(n)	New Accounting Pronouncements (continued)

In December 2004, FASB issued Statement No. 153, “Exchange of Nonmonetary Assets”. This statement addresses the measurement of exchanges of nonmonetary assets and eliminates the exception from fair value measurement for nonmonetary exchanges of similar productive assets and replaces it with an exception for exchanges that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This Statement is effective for periods beginning after June 15, 2005. The adoption of this new accounting pronouncement does have a material impact on the Company’s consolidated financial statements, as the Company does not have any exchanges of nonmonetary assets

3.	Acquisition of Cheetah Oil & Gas Ltd. (“Cheetah BC”)

On March 5, 2004, the Cheetah Nevada acquired 100% of the issued and allotted common stock of Cheetah BC. Cheetah Nevada was a non-operating shell company. This transaction resulted in the shareholders of Cheetah BC having effective control of the combined company (note 1). Accounting principles applicable to reverse acquisition recapitalization have been applied to record this transaction. Under this basis of accounting, Cheetah BC has been identified as acquirer and, accordingly, the combined company is considered to be continuation of the operations of Cheetah BC with the net liabilities of Cheetah Nevada deemed to have been assumed by Cheetah BC as follows:

Current assets	$	-
Current liabilities		(15,778)
Net liabilities assumed	$	(15,778)

Cheetah Nevada had no operations between January 1, 2004 and March 4, 2004.

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2004

(Expressed in U.S. Dollars)

4.	Acquisition of Scotia Petroleum Inc. (“Scotia”)

On June 24, 2004, the Company completed the acquisition of 85% of the issued and outstanding common stock of Scotia, a company incorporated in British Columbia, Canada. The total consideration was $906,000 consisting of $301,685 of cash and 256,315 shares of restricted common stock of the Company. The restricted stock was contributed by a shareholder of the Company.

The fair value of net assets acquired are summarized as follows:

Cash	$	91
Refundable deposits for petroleum prospecting licences		57,168
Oil and gas properties, unevaluated		859,912
Current liabilities		(11,171)
	$	906,000

Scotia is in the business of acquiring, exploring and developing oil and gas properties in Papua New Guinea. The operating results of Scotia from June 24, 2004 to December 31, 2004 are included in the consolidated statement of operations.

The Company had an option to acquire an additional 13.51% of the issued and outstanding common stock of Scotia for a period of two years for $1,000,000. On March 10, 2005, the Company exercised this option (note 11(b)). Scotia did not have material operations since its incorporation on May 8, 2003 until June 24, 3004 (date of acquisition) and accordingly, pro-forma supplemental information on the Company’s results of operations for the eleven months ended December 31, 2004 and the period from January 28, 2003 (inception) to January 31, 2004 as though the acquisition had been completed at the beginning of the respective periods was not presented.

5.		Equipment
				December 31,		January 31,
				2004		2004

	Cost
	Office furniture and equipment		$	65,541	$	-
	Vehicles			38,373		-
				103,914		-

	Accumulated depreciation
	Office furniture and equipment			5,515		-
	Vehicles			7,347		-
				12,862		-

			$	91,052	$	-

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2004

(Expressed in U.S. Dollars)

6.	Oil and Gas Properties

The Company, through its subsidiaries, obtained five (5) Petroleum Prospecting Licences (PPL) in Papua New Guinea: PPL#245, PPL#246, PPL#249, PPL#250 and PPL#252. These licences have an initial term of six years and will remain valid until the expiry date (between September 17, 2009 and April 8, 2010) subject to minimum work expenditures and accomplishments being made. The estimated exploration expenditures required are summarized as follows:

Year 2004 – 2005	$	17,000,000
Year 2006 – 2007		34,600,000
Year 2008 – 2010		43,700,000
Total	$	95,300,000

Subject to certain conditions being met under the Oil and Gas Act of Papua New Guinea, the licences can be extended beyond the original term of six years. Upon discovery of oil or gas, a Petroleum Retention Licence can be obtained under the Oil and Gas Act of Papua New Guinea.

Acquisition and exploration costs incurred were as follows:

				Eleven months		January 28, 2003
				ended		(inception) to
				December 31, 2004		January 31, 2004
		Capitalized cost – beginning of period	$	1,009,300	$	-

		Property acquisition cost, unproved		881,551		1,009,300
		Exploration cost		513,195		-
		Total cost incurred during the period		1,394,746		1,009,300
		Total capitalized cost
		- unproved property not being amortized	$	2,404,046	$	1,009,300
7.	Segmented Information

The Company’s business is considered as operating in one segment based upon the Company’s organizational structure, the way in which the operation is managed and evaluated, the availability of separate financial results and materiality considerations. The Company’s assets by geographical location are as follows:

		December 31, 2004		January 31, 2004

North America	$	107,440	$	76
Papua New Guinea		2,712,284		1,297,751
Total	$	2,819,724	$	1,297,827

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2004

(Expressed in U.S. Dollars)

8.	Income Taxes

The Company has net losses for income tax purposes totalling approximately $462,000 which expires in the year 2014 and may be applied against future taxable income. The potential tax benefits arising from these losses have not been recorded in the consolidated financial statements. The Company evaluates its valuation allowance requirements on an annual basis based on projected future operations. When circumstances change and this causes a change in management’s judgement about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations.

					Eleven months		January 28, 2003
					ended		(inception) to
					December 31, 2004		January 31, 2004

		Tax loss carry forwards		$	159,000	$	-
		Stock-based compensation			8,000		-
		Valuation allowance			(167,000)		-
		Total		$	-	$	-

9.	Common Stock Transactions
	(a)		In April 2004, the Company received proceeds of a private placement totalling $750,288. The private placement consisted of 150,000 common stock and 150,000 stock purchase warrants. Each stock purchase warrant entitles the holder to acquire one common stock of the Company at a price of $7.50 per share for a period of two years. The value allocated to the warrants was estimated at $207,460 using the fair value of the warrants assigned by the Black-Scholes Option Pricing Model, relative to the fair value of the related common stock issued. The value of the warrants was credited to additional paid in capital. The 150,000 common stock is restricted from trading until April 2005 and the securities issued pursuant to the exercise of warrants are restricted from trading for two years. For the period from July 2004 to December 2004, the Company received $416,000 upon the exercise of 55,467 stock purchase warrants. On March 15, 2005, the Company issued 205,467 common stock (note 11(c)) in relation to this private placement and the subsequent exercise of warrants.

The number of stock purchase warrants outstanding and exercisable at December 31, 2004 was 94,533.

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2004

(Expressed in U.S. Dollars)

9.	Common Stock Transactions (continued)
	(b)	On September 20, 2004, the Company granted 50,000 stock options to a director of the Company. The stock options are exercisable at $2.50 per share at a rate of 10,000 common stock every six months from the date of grant, expiring September 20, 2007. The market price of the Company’s shares were $6.50 at the date of grant. All of these options remained unexercised at December 31, 2004. Except for these 50,000 stock options, there were no other granting, cancellation or expiry of stock options for the period from January 28, 2003 (inception) to December 31, 2004.

Stock-based compensation was recorded in the consolidated financial statements in relation to the above granting of stock options using the Black-Scholes option pricing model with the following assumptions: risk free interest rate of 3.42%, dividend yield of 0%, volatility factor of 50% and an expected life of the option of 3 years. The fair value of stock option was $4.41 each at the date of grant.

	(c)	On December 31, 2004, the Company settled advances payable of $357,196 with a creditor by the issuance of 55,165 common stock. These shares were issued on March 17, 2005 (note 11(d)).
10.	Related Party Transactions
	(a)	During the period ended December 31, 2004, the Company paid consulting fees of $41,711 (period ended January 31, 2004 – nil) to a shareholder of the Company.
	(b)	During the period ended December 31, 2004, the Company paid consulting fees of $11,000 (period ended January 31, 2004 – nil) to a director of the Company.
	(c)	Advances payable of $70,471 (January 31, 2004 – nil) represented advances from two directors of the Company. These advances were unsecured, non-interest bearing and due on demand.

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

December 31, 2004

(Expressed in U.S. Dollars)

11.	Subsequent Events
	(a)	On January 27, 2005, the Company was granted a Petroleum Retention Licence (PRL) #13 in Papua New Guinea. PRL #13 covers two blocks within PPL #246. The term of the licence is 5 years. The Company has to incur $4,450,000 of exploration expenditures on the two blocks over the term of PRL #13.
	(b)	On March 10, 2005 Cheetah Oil & Gas Ltd. completed the acquisition of an additional 13.51% interest in Scotia Petroleum Inc. The Company now owns 98.65% of the outstanding common stock of Scotia. On March 17, 2005, the Company issued 142,000 common stock at $7.04 per share as payment for the 13.51% interest in Scotia.
	(c)	On March 15, 2005, the Company issued 205,467 common stock. All subscriptions totaling $1,166,288 in connection with this issuance were received at December 31, 2004.
	(d)	On March 17, 2005, the Company issued 55,165 common stock in connection with debt settlement of $357,196 on December 31, 2004.
	(e)	On March 10, 2005, the Company entered into a Private Placement Term Sheet with a financing agent. The private placement will consist of 3,000,000 units at $5 per unit. Each unit will consist of one common stock and 1/5^th of a stock purchase warrant. Each stock purchase warrant entitles the holder to acquire one common stock of the Company at a price of $7 per share for one year. A further 1,000,000 units at $5 per unit will be provided for an over-subscription. The agent will receive 6.5% of gross proceeds of this private placement as commission. An additional 1% finder’s fee will be paid based on the gross proceeds of the 1^st 3,000,000 units of this private placement. An initial engagement fee of $50,000 was paid to the agent in February 2005 by the issuance of 7,500 common stock of the Company at $6.67 per share.

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Consolidated Financial Statements

(Expressed in U.S. Dollars)

(Unaudited – Prepared by Management)

March 31, 2005

Index

Consolidated Balance Sheets

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Operations

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

CHEETAH OIL & GAS LTD.
(Formerly Bio-American Capital Corporation)
(An exploration stage enterprise)

Consolidated Balance Sheets
March 31, 2005
(Unaudited – Prepared by Management)
(Expressed in U.S. Dollars)
	March 31,			December 31,
		2005		2004
ASSETS
Current assets
Cash and cash equivalents	$	143,290	$	151,076
Prepaid and deposits		5,936		11,006

Total current assets		149,226		162,082

Refundable deposits for petroleum prospecting licences		162,544		162,544
Equipment (Note 5)		95,792		91,052
Oil and gas properties, unevaluated (Note 6)		3,650,617		2,404,046

Total assets	$	4,058,179	$	2,819,724

LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	$	146,880	$	79,590
Advances payable – related parties (Note 10)		82,838		70,471

Total current liabilities		229,718		150,061

Commitments (Notes 6)

STOCKHOLDERS’ EQUITY
Share capital
Common stock, $0.001 par value, authorized 50,000,000 shares
issued and outstanding: 35,429,814 shares		35,430		35,020

Additional paid in capital		4,120,795		1,932,853

Subscriptions received		372,500		1,166,288

Deficit accumulated during the exploration stage		(700,264)		(464,498)
				.
Total stockholders’ equity		3,828,461		2,669,663

Total liabilities and stockholders’ equity	$	4,058,179	$	2,819,724

The accompanying notes are an integral part of these financial statements.

CHEETAH OIL & GAS LTD.
(Formerly Bio-American Capital Corporation)
(An exploration stage enterprise)

Consolidated Statements of Stockholders’ Equity
Period from January 28, 2003 (inception) to March 31, 2005
(Unaudited – Prepared by Management)
(Expressed in US Dollars)
									Deficit
									accumulated	Total
				Additional					during	Stock-
	Common stock				paid in	Subscriptions			exploration	holders’
	Shares		Amount		capital		received		stage	Equity

Initial capitalization as a result of reverse
acquisition (Note 1)	25,000,000	$	25,000	$	(24,924)	$	-	$	-	$ 76
10,000,000 shares allotted for services in
connection with the application for
petroleum prospecting licences	-		-		1,000,000		-		-	1,000,000
Net loss for the period	-		-		-		-		(812)	(812)
Balance, January 31, 2004	25,000,000		25,000		975,076		-		(812)	999,264
Shares issued for services in connection with the
application for petroleum prospecting licences	10,000,000		10,000		(10,000)		-		-	-
Recapitalization to effect the acquisition of
Cheetah Nevada	19,682		20		(15,798)		-		-	(15,778)
Contribution received from a shareholder of the
company in connection with the
acquisition of Scotia	-		-		604,315		-		-	604,315
Debt settlement (Note 9(b))	-		-		357,196		-		-	357,196
Subscriptions received (Note 9(a))	-		-		-		1,166,288		-	1,166,288
Stock-based compensation (Note 9(c))	-		-		22,064		-		-	22,064
Net loss for the period	-		-		-		-		(463,686)	(463,686)

Balance, December 31, 2004	35,019,682	$	35,020	$	1,932,853	$	1,166,288	$	(464,498)	$ 2,669,663

The accompanying notes are an integral part of these financial statements.

CHEETAH OIL & GAS LTD.
(Formerly Bio-American Capital Corporation)
(An exploration stage enterprise)

Consolidated Statements of Stockholders’ Equity
Period from January 28, 2003 (inception) to March 31, 2005
(Unaudited – Prepared by Management)
(Expressed in US Dollars)
									Deficit
									accumulated	Total
				Additional					during	Stock-
	Common stock				paid in	Subscriptions			exploration	holders’
	Shares		Amount		capital		received		stage	Equity
Balance, December 31, 2004	35,019,682	$	35,020	$	1,932,853	$	1,166,288	$	(464,498)	$ 2,669,663
Shares issued for subscriptions received (Note 9(a))	205,467		205		1,166,083		(1,166,288)		-	-
Shares issued for debt settlement (Note 9(b))	55,165		55		(55)		-		-	-
Purchased minority interest of Scotia	142,000		142		999,858		-		-	1,000,000
Subscriptions received	-		-		-		372,500			372,500
Share issue costs	7,500		8		(8)		-		-	-
Stock-based compensation (Note 9(c))			-		22,064		-		-	22,064
Net loss for the period	-		-		-		-		(235,766)	(235,766)

Balance, March 31, 2005	35,429,814	$	35,430	$	4,120,795	$	372,500	$	(700,264)	$ 3,828,461

The accompanying notes are an integral part of these financial statements.

CHEETAH OIL & GAS LTD.
(Formerly Bio-American Capital Corporation)
(An exploration stage enterprise)

Consolidated Statements of Operations
(Unaudited – Prepared by Management)
(Expressed in U.S. Dollars)
		Cumulative
		January 28,	Three
		2003		Months
	(inception) to			Ended
		March 31,		March 31,
		2005		2005

General and administrative expenses
Accounting and legal	$	194,194	$	70,720
Depreciation		15,646		6,000
Application fees and permits		51,057		3,759
Consulting fee		62,089		27,047
Office and miscellaneous		61,212		32,056
Investor relations and shareholder information		139,827		29,779
Rental and communication		51,872		10,984
Salaries and benefit		20,444		4,727
Stock-based compensation (Note 9(c))		44,128		22,064
Travel		89,478		28,630

Loss before minority interests		(729,947)		(235,766)

Minority interests		29,683		-

Net loss for the period	$	(700,264)	$	(235,766)

Loss per share,
- basic and diluted			$	(0.01)

Weighted average number of
common stock outstanding
- basic and diluted			35,088,037

The accompanying notes are an integral part of these financial statements.

CHEETAH OIL & GAS LTD.
(Formerly Bio-American Capital Corporation)
(An exploration stage enterprise)

Consolidated Statements of Cash Flows
(Unaudited – Prepared by Management)
(Expressed in U.S. Dollars)
		Cumulative
		January 28,		Three
		2003		Months
	(inception) to			Ended
		March 31,		March 31,
		2005		2005

Cash flows from (used in) operating activities
Net loss for the period	$	(700,264)	$	(235,766)
Items not involving cash
- depreciation		18,862		6,000
- stock-based compensation		44,128		22,064
Change in other assets and liabilities (net of
effect of acquisition of subsidiaries):
- prepaid and deposits		(5,936)		5,070
- refundable licences deposits		(95,400)		-
- accounts payable and accrued liabilities		117,982		67,290

Net cash used in operating activities		(620,628)		(135,342)

Cash flows from financing activities
Issuance of common stock and subscriptions
received		1,538,864		372,500
Advances payable		440,034		12,367

Net cash from financing activities		1,978,898		384,867

Cash flows used in investing activities
Purchase of equipment		(111,438)		(10,740)
Oil and gas properties		(770,870)		(246,571)
Cash paid in connection with acquisition of Scotia
net of cash received		(332,672)		-

Net cash used in investing activities		(1,214,980)		(257,311)

Increase (decrease) in cash and cash equivalents		143,290		(7,786)

Cash and cash equivalents, beginning of period		-		151,076

Cash and cash equivalents, end of period	$	143,290	$	143,290

Non-cash activities
- Shares issued for acquisition of minority interests			$	1,000,000

The accompanying notes are an integral part of these financial statements.

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

March 31, 2005

(Unaudited – Prepared by Management)

(Expressed in U.S. Dollars)

1.	Incorporation, Comparative Figures and Continuance of Operations

These consolidated financial statements presented are those of Cheetah Oil & Gas Ltd., formerly Bio-American Capital Corporation (“Cheetah Nevada”) and its wholly-owned subsidiaries, Cheetah Oil & Gas Ltd. (“Cheetah BC”) and Cheetah Oil & Gas Limited (“Cheetah PNG”), and 98.65% owned Scotia Petroleum Inc. (“Scotia”, see note 4). Collectively, they are referred to herein as “the Company”.

The comparative figures for the three months ended March 31, 2004 were not presented as they represented the operating results of Cheetah BC which was a private company and such information is not readily available.

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

March 31, 2005

(Unaudited – Prepared by Management)

(Expressed in U.S. Dollars)

1.	Incorporation, Comparative Figures and Continuance of Operations(continued)

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has not generated any revenue and requires additional funds to maintain its operations. Management's plans in this regard are to raise equity financing as required. These conditions raise substantial doubt about the Company's ability to continue as a going concern. These consolidated financial statements do not incude any adjustments that might result from this uncertainty.

2.	Significant Accounting Policies
	(a)	Principles of Consolidation

The consolidated financial statements include accounts of the Company and its subsidiaries Cheetah BC, Cheetah PNG and Scotia. All significant inter-company balances and transactions are eliminated.

(b)	Accounting Estimates

(c)	Cash and Cash Equivalents

Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased.

(d)	Oil and Gas Properties

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

March 31, 2005

(Unaudited – Prepared by Management)

(Expressed in U.S. Dollars)

2.	Significant Accounting Policies (continued)

(e)	Oil and Gas Properties (continued)

As at March 31, 2005, the Company does not have any proved reserves.

(e)

Equipment

Office furniture and equipment	15%
Vehicles	30%

(f)	Long-lived Assets Impairment

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

March 31, 2005

(Unaudited – Prepared by Management)

(Expressed in U.S. Dollars)

2.	Significant Accounting Policies (continued)

(g)	Asset Retirement Obligations

The Company recognizes a liability for future retirement obligations associated with the Company’s oil and gas properties. The estimated fair value of the asset retirement obligation is based on the current cost escalated at an inflation rate and discounted at a credit adjusted rate. This liability is capitalized as part of the cost of the related asset and amortized over its productive life. The liability accretes until the Company settles the obligation. As of March 31, 2005, the Company had no asset retirement obligation.

(h)	Advertising Expenses

The Company expenses advertising costs as incurred. There were no advertising expenses incurred by the Company for the three months ended March 31, 2005 and the period from January 28, 2003 (inception) to Dec31, 2004

(i)	Earning (Loss) Per Share

Basic earning (loss) per share is computed using the weighted average number of shares outstanding during the period. The Company adopted SFAS No. 128, “Earnings Per Share”. Diluted loss per share is equal to the basic loss per share for the three months ended March 31, 2005 because common stock equivalents consisting of stock purchase warrants of 44,866 and stock options of 50,000 that were outstanding at March 31, 2005 were anti-dilutive, however, they may be dilutive in the future.

(j)	Foreign Currency Translation

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

March 31, 2005

(Unaudited – Prepared by Management)

(Expressed in U.S. Dollars)

2.	Significant Accounting Policies (continued)

(k)	Fair Value of Financial Instruments

(l)	Income taxes

(m)	Stock-based Compensation

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

March 31, 2005

(Unaudited – Prepared by Management)

(Expressed in U.S. Dollars)

2.	Significant Accounting Policies (continued)

(n)	New Accounting Pronouncements

In December 2004, the FASB issued SFAS No. 123(R), “Accounting for Stock-Based Compensation”. SFAS 123(R) establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS 123(R) requires that the fair value of such equity instruments be recognized as expense in the historical financial statements as services are performed. Prior to SFAS 123(R), only certain pro-forma disclosures of fair value were required. SFAS 123(R) shall be effective for the Company as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. The adoption of this new accounting pronouncement does not have an impact on the Company’s consolidated financial statements.

In December 2004, FASB issued Statement No. 153, “Exchange of Nonmonetary Assets”. This statement addresses the measurement of exchanges of nonmonetary assets and eliminates the exception from fair value measurement for nonmonetary exchanges of similar productive assets and replaces it with an exception for exchanges that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This Statement is effective for periods beginning after June 15, 2005. The adoption of this new accounting pronouncement does have a material impact on the Company’s consolidated financial statements, as the Company does not have any exchanges of nonmonetary assets.

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

March 31, 2005

(Unaudited – Prepared by Management)

(Expressed in U.S. Dollars)

3.	Acquisition of Cheetah Oil & Gas Ltd. (“Cheetah BC”)

Current assets	$	-
Current liabilities		(15,778)
Net liabilities assumed	$	(15,778)

Cheetah Nevada had no operations between January 1, 2004 and March 4, 2004.

4.	Acquisition of Scotia Petroleum Inc. (“Scotia”)

On June 24, 2004, the Company completed the acquisition of 85.14% of the issued and outstanding common stock of Scotia, a company incorporated in British Columbia, Canada. The total consideration was $906,000 consisting of $301,685 of cash and 256,315 shares of restricted common stock of the Company. The restricted stock was contributed by a shareholder of the Company.

On March 10, 2005, the Company completed the acquisition of an additional 13.51% of the issued and outstanding common stock of Scotia for $1,000,000 paid by the issuance of 142,000 common stock of the Company at $7.04 per share.

The total fair value of net assets acquired on June 24, 2004 and March 10, 2005 are summarized as follows:

Cash	$	91
Refundable deposits for petroleum prospecting licences		57,168
Oil and gas properties, unevaluated		1,859,912
Current liabilities		(11,171)
	$	1,906,000

Scotia is in the business of acquiring, exploring and developing oil and gas properties in Papua New Guinea.

The operating results of Scotia from January 1, 2005 to March 10, 2005 are included in the consolidated statement of operations.

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

March 31, 2005

(Unaudited – Prepared by Management)

(Expressed in U.S. Dollars)

5.	Equipment
		March 31,	December 31,

		2005		2004

Cost
Office furniture, equipment and vehicles	$	114,654	$	103,914

Accumulated depreciation
Office furniture, equipment and vehicles		18,862		12,862

	$	95,792	$	91,052

6.	Oil and Gas Properties

Year 2004 – 2005	$	17,000,000
Year 2006 – 2007		34,600,000
Year 2008 – 2010		43,700,000
Total	$	95,300,000

On January 27, 2005, the Company was granted a Petroleum Retention Licence (PRL) #13 in Papua New Guinea. PRL #13 covers two blocks within PPL #246. The term of the licence is 5 years. The Company has to incur $4,450,000 of exploration expenditures on the two blocks over the term of PRL #13.

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

March 31, 2005

(Unaudited – Prepared by Management)

(Expressed in U.S. Dollars)

6.	Oil and Gas Properties (continued)

Acquisition and exploration costs incurred were as follows:

		Three months		January 28, 2003
		ended		(inception) to
		March 3, 2005		December 31, 2004
Capitalized cost – beginning of period	$	2,404,046	$	-

Property acquisition cost, unproved		1,000,000		1,890,811
Exploration cost		246,571		513,195
Total cost incurred during the period		1,246,571		2,404,046
Total capitalized cost
- unproved property not being amortized	$	3,650,517	$	2,404,046

7.	Segmented Information

		March 31, 2005		December 31, 2004

North America	$	120,588	$	107,440
Papua New Guinea		3,937,591		2,712,284
Total	$	4,058,179	$	2,819,724

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

March 31, 2005

(Unaudited – Prepared by Management)

(Expressed in U.S. Dollars)

8.	Income Taxes

The Company has net losses for income tax purposes totalling approximately $460,000 which may be applied against future taxable income. The potential tax benefits arising from these losses have not been recorded in the consolidated financial statements. The Company evaluates its valuation allowance requirements on an annual basis based on projected future operations. When circumstances change and this causes a change in management’s judgement about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations.

					Three months
					ended
					March 31, 2005

		Tax loss carry forwards		$	73,000
		Stock-based compensation			7,000
		Valuation allowance			(80,000)
		Total		$	-

9.	Common Stock Transactions
	(a)		In April 2004, the Company received proceeds of a private placement totalling $750,288. The private placement consisted of 150,000 common stock and 150,000 stock purchase warrants. Each stock purchase warrant entitles the holder to acquire one common stock of the Company at a price of $7.50 per share for a period of two years. The value allocated to the warrants was estimated at $207,460 using the fair value of the warrants assigned by the Black-Scholes Option Pricing Model, relative to the fair value of the related common stock issued. The value of the warrants was credited to additional paid in capital. The 150,000 common stock is restricted from trading until April 2005 and the securities issued pursuant to the exercise of warrants are restricted from trading for two years. For the period from July 2004 to December 2004, the Company received $416,000 upon the exercise of 55,467 stock purchase warrants. On March 15, 2005, the Company issued 205,467 common stock in relation to this private placement and the subsequent exercise of warrants.

The number of stock purchase warrants outstanding and exercisable at March 31, 2005 was 44,866.

(b)	On March 17, 2005, the Company issued 55,165 common stock in connection with debt settlement of $357,196 on December 31, 2004.

CHEETAH OIL & GAS LTD.

(Formerly Bio-American Capital Corporation)

(An exploration stage enterprise)

Notes to Consolidated Financial Statements

March 31, 2005

(Unaudited – Prepared by Management)

(Expressed in U.S. Dollars)

9.	Common Stock Transactions (continued)
	(c)	On September 20, 2004, the Company granted 50,000 stock options to a director of the Company. The stock options are exercisable at $2.50 per share at a rate of 10,000 common stock every six months from the date of grant, expiring September 20, 2007. The market price of the Company’s shares were $6.50 at the date of grant. All of these options remained unexercised at March 31, 2005. Except for these 50,000 stock options, there were no other granting, cancellation or expiry of stock options for the period from January 28, 2003 (inception) to March 31, 2005.

10.

Related Party Transactions

Advances payable of $82,838 (January 31, 2004 – nil) represented advances from two directors of the Company. These advances were unsecured, non-interest bearing and due on demand.

11.

Significant Transaction

On March 10, 2005, the Company entered into a Private Placement Term Sheet with a financing agent. The private placement will consist of 3,000,000 units at $5 per unit. Each unit will consist of one common stock and 1/5^th of a stock purchase warrant. Each stock purchase warrant entitles the holder to acquire one common stock of the Company at a price of $7 per share for one year. A further 1,000,000 units at $5 per unit will be provided for an over-subscription. The agent will receive 6.5% of gross proceeds of this private placement as commission. An additional 1% finder’s fee will be paid based on the gross proceeds of the 1^st 3,000,000 units of this private placement. An initial engagement fee of $50,000 was paid to the agent in February 2005 by the issuance of 7,500 common stock of the Company at $6.67 per share.

WHERE YOU CAN FIND MORE INFORMATION

We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov.

You may also read and copy any materials we file with the Securities and Exchange Commission at the SEC’s public reference room at 450 Fifth Street N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms.

We have filed with the Securities and Exchange Commission a registration statement on Form SB-2, under the Securities Act with respect to the securities offered under this prospectus. This prospectus, which forms a part of that registration statement, does not contain all information included in the registration statement. Certain information is omitted and you should refer to the registration statement and its exhibits. With respect to references made in this prospectus to any contract or other document of Cheetah, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. You may review a copy of the registration statement at the SEC’s public reference room. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Our filings and the registration statement can also be reviewed by accessing the SEC’s website at http://www.sec.gov.

No finder, dealer, sales person or other person has been authorized to give any information or to make any representation in connection with this offering other than those contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by Cheetah Oil and Gas Ltd. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information contained herein is correct as of any time subsequent to the date of this prospectus.

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24 INDEMNIFICATION OF DIRECTORS AND OFFICERS

Nevada corporation law provides that:

- a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful;

- a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; and

- to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

We may make any discretionary indemnification only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

-	by our stockholders;

- by our board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

- if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion;

- if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or

-	by court order.

Our Certificate of Incorporation and Articles provide that no director or officer shall be personally liable to our company, any of our stockholders or any other for damages for breach of fiduciary duty as a director or officer

involving any act or omission of such director or officer unless such acts or omissions involve intentional misconduct, fraud or a knowing violation of law, or the payment of dividends in violation of the General Corporate Law of Nevada.

Our Bylaws provide that no officer or director shall be personally liable for any obligations of our company or for any duties or obligations arising out of any acts or conduct of the officer or director performed for or on behalf of our company. The Bylaws also state that we will indemnify and hold harmless each person and their heirs and administrators who shall serve at any time hereafter as a director or officer from and against any and all claims, judgments and liabilities to which such persons shall become subject by reason of their having heretofore or hereafter been a director or officer, or by reason of any action alleged to have heretofore or hereafter taken or omitted to have been taken by him or her as a director or officer. We will reimburse each such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability, including power to defend such persons from all suits or claims as provided for under the provisions of the General Corporate Law of Nevada; provided, however, that no such persons shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of his (or her) own negligence or wilful misconduct. Our By-Laws also provide that we, our directors, officers, employees and agents will be fully protected in taking any action or making any payment, or in refusing so to do in reliance upon the advice of counsel.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of our company under Nevada law or otherwise, we have been advised the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than payment by us for expenses incurred or paid by a director, officer or controlling person of our company in successful defense of any action, suit, or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction, the question of whether such indemnification by it is against public policy in said Act and will be governed by the final adjudication of such issue.

Item 25 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities being registered hereunder. No expenses shall be borne by the selling stockholder. All of the amounts shown are estimates, except for the SEC Registration Fees.

SEC registration fees	$1,610.26
Printing and engraving expenses	$5,000⁽¹⁾
Accounting fees and expenses	$5,000⁽¹⁾
Legal fees and expenses	$25,000⁽¹⁾
Transfer agent and registrar fees	$5,000⁽¹⁾
Fees and expenses for qualification under state securities laws	$0
Miscellaneous	$1,000⁽¹⁾
Total	$42,610.26

⁽¹⁾ We have estimated these amounts

Item 26 RECENT SALES OF UNREGISTERED SECURITIES

On March 5, 2004 we issued 25,000,000 shares of our common stock to Georgina Martin in exchange for all the outstanding equity securities of Cheetah Oil & Gas Ltd., a British Columbia company, being 100 shares of common stock. We relied on the exemptions from registration provided by Regulation S of the Securities Act of 1933.

In April 2004 we completed a private placement of 150,000 shares of common stock and 150,000 stock purchase warrants for total proceeds of $750,288. Each stock purchase warrant entitles the holder to acquire one share of common stock of our company at a price of $7.50 per share for a period of two years. On March 15, 2005, we issued 55,467 shares of common stock upon the exercise of stock purchase warrants that we issued as part of the private placement. We relied on the exemptions from registration provided by Regulation S of the Securities Act of 1933.

On March 17, 2005 we issued 142,000 shares of common stock at $7.04 per share as payment for an additional 13.51% interest in Scotia. We relied on the exemptions from registration provided by Regulation S of the Securities Act of 1933.

On March 17, 2005, we issued 55,165 common stock in connection with debt settlement of $357,196 on December 31, 2004. We relied on the exemptions from registration provided by Regulation S of the Securities Act of 1933.

On May 26, 2005 we completed a private placement of 1,200,000 shares of common stock and 1,200,000 stock purchase warrants for total proceeds of $6,000,000. Each stock purchase warrant entitles the holder to acquire one share of common stock of our company at a price of $7.00, at any time until one year from the effective date of this Registration Statement. We relied on the exemptions from registration provided by Rule 506 of Regulation D under the Securities Act.

On May 26, 2005, we issued 21,429 common stock purchase warrants to C.K. Cooper and Company, Inc., a broker dealer registered pursuant to section 15 of the Securities Exchange Act of 1934. This issuance was partial payment of a placement fee in connection with the May 26, 2005 private placement, described above. These warrants may be exercised at any time until one year from the effective date of this Registration Statement at an exercise price of $7.00 per share.

Item 27 EXHIBITS

The following Exhibits are filed with this Prospectus:

Exhibit Number	Description
(3)	(i) Articles of Incorporation; and (ii) Bylaws
3.1	Articles of Incorporation (incorporated by reference from our Form 10-SB filed on August 2, 1999)
3.2	Certificate of Amendment (incorporated by reference from our Form 10-SB filed on August 2, 1999)
3.3	Bylaws (incorporated by reference from our Form 10-SB filed on August 2, 1999)
(4)	Instruments Defining the Rights of Security Holders
4.1	2004 Equity Performance Plan (incorporated by reference from our Registration Statement on Form S-8 filed on February 25, 2004)

4.2	2005 Stock Option Plan (incorporated by reference from our Registration Statement on Form S-8 filed on June 10, 2005)
(5)	Opinion regarding legality
5.1*	Opinion of Clark Wilson LLP regarding the legality of the securities being registered
(10)	Material Contracts
10.1	Acquisition Agreement with Georgina Martin dated March 5, 2004 (incorporated by reference from our Current Report on Form 8-K filed on March 18, 2004)
10.2	Form of Share Purchase Agreement dated May 13, 2004 (incorporated by reference from our Current Report on Form 8-K filed on July 8, 2004)
10.3	Engagement Letter with CK Cooper & Co. dated February 10, 2005 (incorporated by reference from our Current Report on Form 8-K filed on February 16, 2005)
10.4	Managing Dealer Agreement with CK Cooper & Co. dated March 31, 2005 (incorporated by reference from our Form 10-KSB filed on April 8, 2005)
10.5	Form of Subscription Agreement with the following subscribers, in connection with the private placement on May 26, 2005 (incorporated by reference from our Current Report on Form 8-K filed on May 27, 2005): Gary Brennglass B&E Apartments, LP HEM Properties Frey Living Trust Edward Ajootian Bruce E. O’Brien Living Trust Dated 12/17/91 Kent Seymour & Maskaria Seymour GSSF Master Fund, LP Gryphon Master Fund, L.P. Colonial Fund, LLC Enable Opportunity Partners L.P. Enable Growth Partners L.P. Cranshire Capital, L.P. Bushido Capital Master Fund, LP Gamma Opportunity Capital Partners, LP Class C Gamma Opportunity Capital Partners, LP Class A Renata Kalweit
10.6*	Management Agreement with Garth Braun dated for reference May 1, 2005.
(14)	Code of Ethics
14.1	Code of Business Conduct and Ethics (incorporated by reference from our Form 10-KSB filed on April 8, 2005)
(21)	Subsidiaries of the Registrant
21.1	Cheetah Oil and Gas Ltd., a company incorporated pursuant to the laws of British Columbia Scotia Petroleum Inc., a company incorporated pursuant to the laws of British Columbia
(23)	Consents
23.1*	Consent of Moore Stephens Ellis Foster Ltd.

* Filed herewith

Item 28 UNDERTAKINGS

The undersigned company hereby undertakes that it will:

(1) file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include:

(a)	any prospectus required by Section 10(a)(3) of the Securities Act;

(b) reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(c) any additional or changed material information with respect to the plan of distribution not previously disclosed in the registration statement;

(2) for the purpose of determining any liability under the Securities Act, each of the post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Cheetah pursuant to the foregoing provisions, or otherwise, has been advised that in the opinion of the Commission that type of indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against said liabilities (other than the payment by Cheetah of expenses incurred or paid by a director, officer or controlling person of Cheetah in the successful defense of any action, suit or proceeding) is asserted by the director, officer or controlling person in connection with the securities being registered, Cheetah will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of the issue.

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

SIGNATURES

In accordance with the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Vancouver, British Columbia, Canada, on June 23, 2005.

CHEETAH OIL AND GAS LTD.

/s/ Garth Braun

By: Garth Braun, President and Director

(Principal Executive Officer)

Dated: June 23, 2005

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person who signature appears below constitutes and appoints Garth Braun as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates stated.

Signatures

/s/ Garth Braun

By: Garth Braun, President and Director

(Principal Executive Officer)

Dated: June 23, 2005

/s/ Ted Kozub

By: Ted Kozub, Chief Financial Officer and Director

(Principal Financial Officer)

Dated: June 23, 2005

/s/ Georgina Martin

By: Georgina Martin, Director

Dated: June 23, 2005

Office furniture and equipment

Long-lived Assets Impairment