UNITED STATES
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): February 15, 2005
CHEETAH OIL & GAS LTD.
(Formerly Bio-American Capital Corporation)
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(Exact name of registrant as specified in its charter)
Nevada
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(State of Incorporation)
000-26907
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(Commission File Number)
93-1118938
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(I.R.S. Employer Identification Number)
498 Ellis Street, 2nd Floor
Penticton, British Columbia V2A 4M2 Canada
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(Address of principal executive offices, including zip code)
(250) 497-6072
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(Registrant's telephone Number, including area code)
INFORMATION TO BE INCLUDED IN THE REPORT
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
Cheetah Oil & Gas Ltd. (the "Registrant") has engaged C. K. Cooper & Company of
Irvine, California ("C.K. Cooper") to serve as the Registrant's Investment
Banker. The engagement letter with C.K. Cooper is dated February 10, 2005 and is
for a one year term.
C. K. Cooper is a full service investment banking boutique that specializes in
the oil and gas industry, with a particular focus on exploration and production
issues. The firm maintains research on selected companies and provides brokerage
services to both retail and institutional clients. More information on C.K.
Cooper is available at the firm's website at www.ckcooper.com.
C.K. Cooper has been engaged by the Registrant to act as a lead placement agent
to raise proceeds for exploration and development activities on the Registrant's
petroleum prospecting licenses and retention license in Papua New Guinea. C.K.
Cooper will also act as a general adviser to the Registrant with respect to the
Registrant's growth strategies and position in the public markets. The
Registrant will pay C.K. Cooper an initial engagement fee of US$50,000 through
the issuance of 7,500 common shares of the Registrant at a deemed value of
US$6.67 per share. C.K. Cooper will earn a transaction fee on private placement
proceeds which it raises on behalf of the Registrant.
The Registrant is evaluating and exploring for energy resources on its five
100%-owned and operated PPL's of approximately 8.3 million acres, as well as its
97.5% farm-in interest in two PPL's of another 3.9 million acres, making this
total of 12.2 million acres the largest land position of its kind in Papua New
Guinea.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business(es) Acquired
Not Applicable
(b) Pro forma Financial Information
Not Applicable
(c) Exhibits
10.1 Engagement Letter Agreement
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHEETAH OIL & GAS LTD.
(formerly Bio-American Capital Corporation)
Per: /s/ Garth Braun
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Garth Braun, Chief Executive Officer
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