Each one in plain English, with the numbers worked through for a shareholder.
8 Sept 2004auditor change● Neutral
This amendment adds detail to the July 2004 auditor change: the dismissed auditor Michael Johnson & Co. LLC's reports for 2002 and 2003 had no adverse opinion, disclaimer or qualification, and there were no disagreements. Moore Stephens Ellis Foster remains the new auditor.
The board dismissed auditor Michael Johnson & Co. LLC and appointed Moore Stephens Ellis Foster effective July 20, 2004. The filing states there were no disagreements with the former auditor.
8 July 2004asset acquisition disposition● NeutralMajor
On June 24, 2004 the company's BC subsidiary agreed to buy 84% of Scotia Petroleum Inc. (31,018,829 of 37,018,829 shares) for Cdn$400,000, plus a two-year option on a further 14% for $1,000,000. Scotia holds two Papua New Guinea licences, PPL-245 and PPL-246, which together are forecast to need up to $18.9M and $19.9M of spending to keep; the filing says no financing for this is arranged.
This amendment repeats the March 2004 Cheetah acquisition and adds pro forma figures: no revenue, a pro forma 2003 net income of $69,082 (driven by a $145,834 debt forgiveness gain, with an operating loss of $63,752), total assets of $566,164 and stockholders' equity of negative $120,778. The company said Cheetah's own financial statements were omitted because the deal was insignificant for reporting purposes, and the filing records a name change to Cheetah Oil & Gas, Ltd. approved March 5, 2004.
18 Mar 2004asset acquisition disposition● NeutralMajor
On March 5, 2004 the company agreed to buy all of Cheetah Oil & Gas Ltd. (a British Columbia company) from its sole shareholder Georgina Martin in exchange for 25,000,000 new shares, making Cheetah a wholly owned subsidiary. Cheetah's main assets are Papua New Guinea exploration permits and licences with minimum spending requirements, and the filing says no capital arrangements exist yet and shareholders may lose their investment if the licences are lost. Martin joins the board.
Bio-American Capital Corporation (the shell that later became Cheetah Oil & Gas Ltd.) told shareholders that Ted Kozub would buy 2,100,000 shares (53% of the 3,930,250 outstanding) from Leonard Viejo, and that Viejo would step down so Kozub becomes sole director and president, secretary and treasurer. No shareholder vote is needed; control changes once the 10-day notice period ends.