SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 27, 2001 ---------------- BIOGAN INTERNATIONAL, INC. -------------------------------------------------------------------------------- (Exact name of registrant as specified in its Charter) Delaware 0-31479 58-1832055 ---------------------------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 7213 Potomac Drive, Boise, Idaho 83704 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (208) 376-8500 ---------------- Not Applicable -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On July 27, 2001, Biogan International, Inc. (the "Company") was advised by its newly appointed legal counsel licensed to practice in the People's Republic of China (the "PRC"), that the transactions contemplated in the Asset Purchase Agreement, effective as of July 1, 2000, between the Company and Hechi Industrial Co., Ltd. ("Hechi"), and the Cooperative Joint Venture Contract, dated January 27, 2000, between the Company and Hechi, may not be in compliance with certain regulatory laws of the PRC and, therefore, may not be valid. Both the Company and Hechi remain committed to the terms contained in the Cooperative Joint Venture Contract and the Asset Purchase Agreement, and intend to work diligently with local and United States counsel, and representatives of Hechi to resolve this matter. -2- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 30, 2001 BIOGAN INTERNATIONAL, INC. By: /s/ GILLES LAVERDIERE ---------------------------------- Gilles LaVerdiere, Chief Executive Officer and President -3-