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: October 7, 2002
BIO AMERICAN CAPITAL CORP
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(Exact name of registrant as specified in its charter)
Nevada 000-269071 93-1118938
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
462 Stevens Avenue, Suite #308, Solana Beach, CA 92075
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (858) 793-5900
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Item 1. Changes in Control of Registrant
None.
Item 2. Acquisition or Disposition of Assets
None.
Item 3. Bankruptcy or Receivership
None.
Item 4. Changes in Registrants Certifying Accountant
None.
Item 5. Other Events
1) In July 2002 the company entered into a Plan and Agreement of
Reorganization with Bright Star Resources, Inc.. and its shareholders whereby
the company might acquire 100% of the issued and outstanding common stock of
Bright Star Resources, Inc.. in exchange for shares of common stock of the
company. If completed Bright Star Resources, Inc., an Arkansas corporation,
would have been merged into the company. Bright Star purportedly owns mineral
leases in Colorado in the Raton Basin upon which it hopes to drill coalbed
methane wells.
2)The transaction proposed under the Plan and Agreement of Reorganization
with Bright Star has been cancelled by the Board of Directors for(among others)
the following reasons:
a) Failure to disclose items of a material nature regarding Bright Star and its
purported assets.
b) Failure to provide audited financial statements as required under the
Securities & Exchange Act of 1934 and in accordance with GAAP.
c) Lack of accounting controls as required by the Sarbanes-Oxley Act and SEC
Regulations promulgated thereunder.
d) Demand that the Agreement be modified to provide more stock to Bright Star
shareholders.
e) Non performance by Bright Star.
3) The Company borrowed $130,000 under promissory notes @ 10% interest for
a 90 day term on July 18 2002 from non-affiliated parties with the proceeds to
be used to purchase 3 leases in the Raton Basin. The notes were due in full
ninety days from loan date. The Company had the right to extend note maturity
for an additional 90 days upon payment of $8,000 interest in advance for
extension period, and an additional 160,000 warrants to purchases shares @ $.40
per share. The leases were never delivered as required by the security agreement
and the lender has notified the company that the loan is in default.
4) Warrants to purchase a total of 160,000 common shares (post reverse
split) at $.40 per share for a period of five years were granted to non
affiliates on July 18, 2002, as partial consideration for the loan.
5) The company intends to rescind the note transactions and the warrant
issuance due to failure of the Plan and Agreement transaciton with Bright Star,
and non delivery of leases.
Item 6. Appointment and Resignation of Registrant's officers
1) On July 18, 2002 the Board accepted the resignation of Leonard Viejo as
President and appointed Donald Walker as President.
2) As of October 3, 2002, Donald A. Walker was removed as President by the
Board of Directors.
3) As of October 3, 2002, Leonard Viejo was appointed as President of the
Company.
Item 7. Financial Statements & Exhibits
Financial Statements - None.
Exhibits:
10.5 Plan and Agreement of Reorganization
10.6 Promissory Note
10.7 Loan Agreement
10.8 Warrants
Item 8. Change in Fiscal Year
None.
Item 9. Regulation FD Disclosure
None.
Signatures
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 thereunto duly authorized.
Dated: October 7, 2002
BIO AMERICAN CAPITAL CORP
By: /s/Len Viejo
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Len Viejo, President