SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) March 5, 2004
-------------
BIO-AMERICAN CAPITAL CORPORATION
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Nevada 000-26907 93-1118938
---------------------------- ------------------------ -------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
498 Ellis Street, 2nd Floor, Penticton, BC, Canada, V2A 4M2
--------------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (250) 497-6072
--------------
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
On March 5, 2004, Bio-American Capital Corporation. ("Company") entered
into an acquisition agreement ("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 the common stock,
$.001 par value, of the Company. As a result of this transaction, Cheetah has
become a wholly owned subsidiary of the Company. The principal assets of Cheetah
are 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. Cheetah will be required to
expend certain minimum amounts in respect of the permits and licenses. The
initial term of the permits and licenses is six years.
To maintain these assets, the Company or Cheetah will have to raise
capital. Neither the Company nor Cheetah has any arrangements for the required
capital at this time. 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 the Company
and Cheetah. In that event the shareholders may lose their investment in the
Company.
In connection with the consummation of the acquisition of Cheetah, Ms.
Martin has been appointed to the board of directors of the Company. Ms Martin
will remain the officer and director of Cheetah.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits
(a) Financial Statements
The Company will file the required financial statements within 60 days
of the filing of this Form 8-K.
(b) Pro Forma Financial Statements
None required.
(c) Exhibits
Exhibit Number Description
-------------- -------------------------------------------------------
2.1 Acquisition Agreement, dated March 5, 2004 by and
between Ms. Georgina Martin and the Company for the
purchase of Cheetah Oil & Gas Ltd.
99.1 Press release of the Company dated March 5, 2004
2
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 hereunto duly authorized.
Dated: March 16, 2004 BIO-AMERICAN CAPITAL CORPORATION
(Registrant)
/s/ Ted Kozub
-------------
Ted Kozub
President
3
EXHIBIT INDEX
Exhibit Number Description
-------------- -------------------------------------------------------
2.1 Acquisition Agreement, dated March 5, 2004 by and
between Ms. Georgina Martin and the Company for the
purchase of Cheetah Oil & Gas Ltd. (FILED HEREWITH)
99.1 Press release of the Company dated March 5, 2004 (FILED
HEREWITH)
4