SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934
(Amendment No. )
Check the appropriate box:
|X| Preliminary information statement |_| Confidential, for use of the
Commission only (as permitted
| | Definitive information statement by Rule 14c-5(d)(2))
Bio-American Capital Corporation.
________________________________________________
(Name of Registrant as Specified in Its Charter)
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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Preliminary Proxy/Information Statement Materials
Proposed to be distributed to shareholders on April 30, 2004
BIO-AMERICAN CAPITAL CORPORATION
498 Ellis Street, 2nd Floor
Penticton, British Columbia, Canada V2A 4M2
To the Holders of Common Stock of
Bio-American Capital Corporation
Bio-American Capital Corporation, a Nevada corporation ("Company"), has
obtained a written consent from the majority stockholder as of April 19, 2004,
approving a change in the name of the Company to "Cheetah Oil & Gas Ltd. ("Name
Change"). Details of the Name Change and other important information are set
forth in the accompanying Information Statement. The Board of Directors of the
Company has unanimously approved the Name Change. Under Section 78.320 of the
Nevada General Corporation Law, action by stockholders may be taken without a
meeting, without prior notice, by written consent of the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize the action at a meeting at which all shares entitled to vote
thereon were present and voted. On that basis, the majority stockholder approved
the Name Change. No other vote or stockholder action is required. You are hereby
being provided with notice of the approval of the Name Change by less than
unanimous written consent of the stockholders of the Company.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
By Order of the Board of Directors
Ted Kozub,
President
Penticton, British Columbia, Canada
April ___, 2004
BIO-AMERICAN CAPTIAL CORPORATION
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INFORMATION STATEMENT
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CONCERNING CORPORATE ACTION AUTHORIZED BY WRITTEN
CONSENT OF A STOCKHOLDER OWNING A MAJORITY
OF SHARES OF CAPITAL STOCK ENTITLED TO VOTE THEREON
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WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
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This Information Statement is being furnished to the stockholders of
Bio-American Capital Corporation, a Nevada corporation ("Company"), to advise
them of the corporate action described herein, which has been authorized by a
written consent of a stockholder owning a majority of the outstanding voting
securities of the Company entitled to vote thereon. This action is being taken
in accordance with the requirements of the general corporation law of the State
of Nevada ("NGCL").
The Company's Board of Directors ("Board") has determined that the
close of business on April 19, 2004 was the record date ("Record Date") for the
stockholders entitled to notice about the proposal authorizing the change in
the name of the Company from "Bio-American Capital Corp." to "Cheetah Oil & Gas
Ltd." ("Name Change").
On April 19, 2004, the Board approved the Name Change and authorized
the Company's officers to obtain written consents from the holders of a
majority of the outstanding voting securities of the Company to approve the
Name Change. Under Section 78.320 of the NGCL, any action required or permitted
by the NGCL to be taken at an annual or special meeting of stockholders of a
Nevada corporation may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken, is
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the approval of the Name Change must be given to those
stockholders who have not consented in writing to the action and who, if the
action had been taken at a meeting, would otherwise have been entitled to
notice of the meeting.
On April 19, 2004, a stockholder who is the owner of record of
25,000,000 shares of the Company's common stock, representing approximately 79%
of the outstanding voting securities of the Company, executed and delivered to
the Company written consents authorizing and approving the Name Change.
Accordingly, no vote or further action of the stockholders of the Company is
required to approve the Name Change. You are hereby being provided with notice
of the approval of the Name Change by less than unanimous written consent of
the stockholders of the Company.
The executive offices of the Company are located at 498 Ellis Street,
2nd Floor, Penticton, British, Canada V2A 4M2, and its telephone number is
(250) 497-6072.
This information statement is first being mailed to stockholders on or
about April __, 2004 and is being furnished for informational purposes only.
VOTING SECURITIES
The Company only has common stock issued and outstanding. As of the
Record Date, there were 31,569,682 shares of common stock issued and
outstanding. Each share of common stock is entitled to one vote on all matters
submitted to the holders of common stock for their approval. The consent of the
holders of a majority of all of the Company's outstanding common stock was
necessary to authorize the Name Change.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table and accompanying footnotes set forth certain
information as of the Record Date with respect to the stock ownership of (i)
those persons known to the Company to beneficially own more than 5% of the
Company's common stock, (ii) each director of the Company, (iii) each executive
officer of the Company and (iv) all directors and executive officers of the
Company as a group.
Amount and Nature of Percent of
Name and Address of Beneficial Owner Beneficial Ownership* Outstanding Shares
------------------------------------ --------------------- ------------------
Ted Kozub*** 10,500 **
Georgina Martin**** 25,000,000 79.1%
All executive officers and
directors as a group (two person) 25,010,500 79.2%
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* Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock
issuable upon the exercise of options or warrants currently exercisable
or convertible within 60 days, are deemed outstanding for computing the
percentage ownership of the person holding such options or warrants but
are not deemed outstanding for computing the percentage ownership of
any other person.
** Less than 0.1%.
*** Ted Kozub is the president, treasurer and secretary and a director of
the Company.
**** Georgina Martin is a director of the Company.
As of the Record Date, there were no outstanding options or warrants to
purchase shares of common stock.
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DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information concerning the directors and
executive officers of the Company and their ages and positions. Each director
holds office until the next annual stockholders' meeting and thereafter until
the individual's successor is elected and qualified. Officers serve at the
pleasure of the board of directors.
Name Age Position
--------------- --- --------------------------------------
Ted Kozub 65 Director, President, Treasurer and
Secretary
Georgina Martin 55 Director
Ted Kozub is the president, treasurer, secretary and a director of the
company. Mr. Kozub was a tax partner with KPMG, in Canada for more than five
years ending in 2003 upon his retirement. Mr. Kozub also held senior positions
with Revenue Canada Taxation, and Mr. Kozub was appointed to the special task
force for reform of Canadian tax law. Mr. Kozub was the president of Canadian
Petroleum Tax Society, Tax Manager with Hudson's Bay Oil and Gas, located in
Calgary, Alberta, and a subsidiary of Conoco
Georgina Martin is a director of the Company. She is also the sole
operating officer and director of the wholly owned subsidiary of the Company,
Cheetah Oil & Gas Ltd., a British Columbia, Canada, company, which is the
principal asset of the Company and holds the exploration and future potential
developmental rights for petroleum resources in Papua New Guinea. Ms. Martin is
a financial consultant to various companies and provides financial bookkeeping
and account services. Ms. Martin is a Certified General Accountant, with a
focus on finance.
Board of Directors' Meetings and Committees
During the fiscal years ending December 31, 2002 and 2003, our board of
directors acted by unanimous consent on several occasions. Our board has acted
by unanimous consent in fiscal year 2004. Our entire board participated in each
action. We do not have standing nominating, audit or compensation committees.
Director Compensation
Persons who are directors and employees will not be additionally
compensated for their services as a director. There is no plan in place for
compensation of persons who are directors who are not employees, but it is
expected that in the future we will create a remuneration and reimbursement
plan.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more then 10% of
the common sock of the Company to file with the SEC reports of ownership and
reports of changes in ownership of common stock and other equity securities of
the Company. Based on its review of the reports that it has received, all
reports of their ownership of shares of common stock in the Company have been
filed, however, the report of Mr. Kozub filed January 5, 2004, which was due
December 26, 2003, was late because he was traveling out of the country and
there was a delay in obtaining an EDGAR filing number for Mr. Kozub. Ms Martin
also filed a Form 3 dated March 18, 2004, which was filed on March 23, 2004,
and was late by eight days because she was traveling.
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Executive Compensation
We have not paid any cash compensation or other benefits to our
executive officers since our inception. Cash compensation amounts will be
determined in the future based on the services to be rendered and time devoted
to our business and the availability of funds. Other elements of compensation,
if any, will be determined at that time or at other times in the future.
Until we have sufficient capital or revenues, Mr. Kozub and Ms. Martin
will not be provided cash remuneration. At such time as we are able to provide
a regular salary, it is our intention that our officers will become employed
pursuant to executive employment agreements, at an annual salary to be
determined based on their then levels of time devoted to the Company and the
scope of their responsibilities. Until we enter into an employment arrangement
or agreement, we may use shares of common stock to compensate our officers. In
addition, we may use common stock to compensate others for services to the
company.
Certain Relationships and Related Transactions
In the past two fiscal years, there have not been any transactions that
have to be reported.
NAME CHANGE
On April 19, 2004, the Board authorized a change in the name of the
Company to "Cheetah Oil & gas Ltd. and thereafter an amendment to Article FIRST
of the Company's Articles of Incorporation. A form of certificate of amendment
to the articles of incorporation of the Company is attached to this Information
Statement as Exhibit A.
In the judgment of the Board, the change of the Company's name is
desirable to more correctly reflect the business operations of the Company. The
Company has a wholly owned subsidiary, which has the right to explore and
develop petroleum resources in Papua New Guinea, which is the current principal
business of the Company.
On April 19, 2004, a stockholder holding an aggregate of 25,000,000
shares of common stock, representing approximately 79% of the outstanding
voting securities of the Company, executed and delivered to the Company a
written consent authorizing and approving the Name Change.
AVAILABLE INFORMATION
Please read all the sections of the Information Statement carefully.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("Exchange Act") and in accordance therewith,
files reports, proxy statements and other information with the Securities and
Exchange Commission ("SEC"). These reports, proxy statements and other
information filed by the Company with the SEC may be inspected without charge
at the public reference section of the SEC at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, DC 20549. Copies of this material also may be
obtained from the SEC at prescribed rates. The SEC also maintains a website
that contains reports, proxy and information statements and other information
regarding public companies that file reports with the SEC. Copies of these
materials may be obtained from the SEC's website at http://www.sec.gov.
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INCORPORATION OF INFORMATION BY REFERENCE
The following documents, which are on file with the Commission
(Exchange Act File No. 000-32517) are incorporated in this Information
Statement by reference and made a part hereof:
(i) Annual Report on Form 10-KSB, as amended, for the fiscal year
ended December 31, 2003.
(ii) Information Statement on Schedule 14(f) filed January 30, 2004
(iii) Current Reports on Form 8-K filed January 5, 2004, reporting a
change of control and March 18, 2004, reporting the acquisition
of Cheetah Oil & Gas Ltd., a British Columbia company.
(iv) Schedule 14(f) filed January 5, 2004.
The Company's Registration Statement on Form 10-SB/A, file date August
8, 2000 (File No. 000-26907), which contains descriptions of the Company's
Common Stock commencing on page 30, is also incorporated in this Information
Statement by reference and made a part hereof. The financial statements of the
Company, and management's discussion and analysis sections of the Form 10-KSB
noted above are incorporated by reference and may be found at pages F-1 to F-10
and Item 6 (page 16), respectively.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Information Statement and prior to the Effective Date shall be deemed to be
incorporated by reference in this Information Statement and shall be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated by reference in this Information Statement and filed with
the Commission prior to the date of this Information Statement shall be deemed
to be modified or superseded for purposes of this Information Statement to the
extent that a statement contained herein, or in any other subsequently filed
document which is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Information Statement.
The Company will provide without charge to each person to whom this
Information Statement is delivered, upon written or oral request of such
person, a copy of any or all of the foregoing documents incorporated herein by
reference (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents). Written or
telephone requests should be directed to the Company at 498 Ellis Street, 2nd
Floor, Penticton, British Columbia, Canada V2A 4M2, Attention: Investor
Relations (telephone number: (250-) 497-6072).
BIO-AMERICAN CAPITAL CORPORATION
Penticton, British Columbia, Canada
April __, 2004
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Exhibit A
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
BIO-AMERICAN CAPITAL CORPORATION
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Pursuant to Section 78.390 of the
General Corporation Law of Nevada
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The undersigned President of Bio-American Capital Corporation
("Corporation") DOES HEREBY CERTIFY:
FIRST: The name of the Corporation is Bio-American Capital Corporation.
SECOND: The stockholders of the Corporation approved a change in the
name:
ARTICLE FIRST
The name of the Corporation is CHEETAH OIL & GAS LTD.
THIRD: The foregoing Amendment of the Articles of Incorporation was
duly approved by the Corporation's Board of Directors and thereafter was duly
adopted by the consent of the holder of a majority of the outstanding voting
stock of the Corporation.
IN WITNESS WHEREOF, I have executed this Certificate of Amendment this
___th day of May, 2004.
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Ted Kozub,
President
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