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):November 29, 1999
BIOGAN INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE .33-23489 58-1832055
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7213 Potomac Drive, Boise, Idaho 83704
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code. 208-376-8500
____________________________________________________________________
(Former name or former address, if changed since last report.)
Item 5. Other Events.
1. Pursuant to the terms of the Agreement and Plan of Reorganization
between Biogan, Tiaro Bay Resources, Inc. and Hechi Industrial Co.,
LTD. previously reported, on November 29, 1999, Rulon L. Tolman and L.
William Glazier resigned as officers and directors of Biogan
International, Inc. Gilles Laverdiere was appointed director, and the
Chairman of the Board, President and CEO of Biogan for a term of 3
years. There remains a vacancy on the board which is to be filled by
an appointment of the existing board members. Ron Tolman remained on
the board of directors, and as Executive Vice President.
2. On November 30, Biogan entered into a revised "Share Exchange
Agreement" directly with Hechi Incustrial Co., LTD executed by Gilles
Laverdiere as Chairman of the Board of Biogan. The agreement
essentially carries the same terms as previously reported calling for
the reverse stock split of Biogan stock, 1 share for 12, the change of
name from Biogan to HMZ Metals, Inc., and the issuance of 33,300,000
shares of HMZ common
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stock for the acqusision of 100% of the outstanding stock of Hechi.
Under the terms of the Share Exchange Agreement:
A. The closing will take place in Hong Kong on a date after a
timetable has been received from Biogan auditors in Hong Kong as
to completion of the financial statements in compliance with SEC
regulations; and after Biogan counsel has established the entity
structure for ownership of assets located in China in compliance
with Republic of China laws
B. Hechi warrants that it has all rights to develop the assets
presented to Biogan, and that all shareholders of Hechi have
agreed to the share exchange.
C. Biogan warrants that it will change its name to HMZ Metals, Inc.,
effect the reverse 1 for 12 reverse stock split, and pay a
nonrefundable US$200,000 by December 1, 1999.
D. Biogan has the responsibility to issue 33,300,000 shares of its
common stock for the Hechi shares of stock, and after closing, to
raise additional capital with stock for the upgrading and
building of metal refineries for the project.
3. On November 30 Gilles Laverdiere arranged the contribution of
US$400,000 to the capital of Biogan, from which Biogan paid on
December 1 a US$200,000 nonrefundable earnest money payment to Hechi,
and the remaining US$200,000 is held for the payment of existing
liabilities, and legal and accounting expenses in closing the Hechi
acquisition.
4. Biogan has arranged for auditors from Hong Kong to be in China to
commence the year end audit of Hechi according to US GAAP, starting
December 20 and continuing until finished, which is estimated to be
the first week of February, 2000.
5. The closing date previously reported as December 17, 1999, has been
extended to a date in January to be named, but prior to January 31,
2000. The extension allows the auditors to make an audit of Hechi
according to US GAAP, as required by the SEC, as of December 31, 1999;
to timely establish the entity structure for closing with ownership of
assets in the Republic of China; and to timely file notice of the
closing and the financial statements.
Gilles Laverdiere is 46 years of age, married with two children, and living
in Longueuil, Quebec, as a Canadian citizen. He received a B. Sc. Degree in
Geology in 1976, from the University of Montreal, and a License in Ecology in
1996 from the University du Quebec in Abitibi-Temiscamingue.
He was a director of Ariel Mining Group from 1985 to 1999; President and
CEO of
<PAGE>
Giminex Inc. from 1985 to 1999; Chairman and CEO of Tiaro Bay Resources Inc.
from 1996-1999, and Chairman of Mirandor Exploration Inc. from 1998.
Mr. Laverdiere has been a geologist since 1978 and has over 20 years
experience in gold and base metals exploration and mining in North America,
South America and Asia. He has been managing exploration programs for
public junior mining companies and has also been the administrative manager
of the projects.
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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.
BIOGAN INTERNATIONAL, INC.
(Registrant)
Date: December 15, 1999 By /s/ GILLES LAVERDIERE
Gilles Laverdiere, President and CEO
Date: December 15, 1999. By /s/ RONALD J. TOLMAN
Ronald J. Tolman, Vice-President
