BIO-AMER CAPITAL (otc) Symbol:BIOA ! Wow!

18-Mar-2004

Acquisition or Disposition of Assets and Financial Statements & Exhibit


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.