UNITED STATES**SECURITIES AND EXCHANGE COMMISSION**

FORM 10-QSB

:

9

For the transition period from ________to________

Commission File Number 000-33389

PAN AMERICAN ENERGY CORP.



|Nevada                                          | 52-2268239                       
|----------------------------------------------- | ---------------------------------
|(State or other jurisdiction of                 | (IRS Employer Identification No.)
|incorporation or organization)                  |                                  
|                                                |                                  
|1014 Robson Street, P.O. Box 73575              |                                  
|Vancouver, B.C., Canada                         | V6E 4L9                          
|(Address of principal executive offices)        | (Zip Code)                       
|                                                |                                  
|Issuer's telephone number, including area code: | 604-632-0038                     



AUGUST BIOMEDICAL CORPORATION(Former name, former address and former fiscal year, if changed since last
report)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days

State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 60,325,000 Shares of
$0.001 par value Common Stock outstanding as of May 31, 2004.



---





|Table of Contents             
|------------------------------
|                              
|                              
|PART I - FINANCIAL INFORMATION
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|PART II - OTHER INFORMATION   
|                              
|                              
|                              
|                              
|                              
|                              
|                              
|SIGNATURES                    
|                              
|                              
|                              
|                              
|                              





---





























PAN AMERICAN ENERGY CORP.

(Formerly August
Biomedical Corporation)

(A Development Stage
Company)







CONSOLIDATED INTERIM
FINANCIAL STATEMENTS





MAY 31, 2004

(Unaudited)

(Stated in U.S.
Dollars)







---













PAN AMERICAN ENERGY
CORP.

(Formerly August
Biomedical Corporation)

(A Development Stage
Company)





CONSOLIDATED BALANCE
SHEET

(Unaudited)

(Stated in U.S.
Dollars)







|                                                           | MAY 31 | AUGUST 31  
|---------------------------------------------------------- | ------ | -----------
|                                                           | 2004   | 2003       
|                                                           |        |            
|ASSETS                                                     |        |            
|                                                           |        |            
|Current                                                    |        |            
|Cash                                                       | $      | -          
|Goods and Services tax recoverable                         |        | 4,263      
|                                                           |        | 4,263      
|Equipment                                                  |        | 1          
|                                                           |        |            
|                                                           | $      | 4,264      
|                                                           |        |            
|LIABILITIES                                                |        |            
|                                                           |        |            
|Current                                                    |        |            
|Accounts payable and accrued liabilities                   | $      | 122,851    
|                                                           |        |            
|                                                           |        |            
|STOCKHOLDER'S
    DEFICIENCY                               |        |            
|                                                           |        |            
|Capital Stock                                              |        |            
|Authorized:                                                |        |            
|100,000,000 Common shares, par value $0.001 per
    share  |        |            
|                                                           |        |            
|Issued and outstanding:                                    |        |            
|60,325,000 Common shares                                   |        | 60,325     
|                                                           |        |            
|Additional paid-in capital                                 |        | 3,005,487  
|                                                           |        |            
|Share
    Subscriptions Received(Note 3)                   |        | 20,000     
|                                                           |        |            
|Deficit
    Accumulated During The Development Stage       |        | (3,204,399)
|                                                           |        | (118,587)  
|                                                           |        |            
|                                                           | $      | 4,264      
|                                                           |        |            
|Basis Of
    Presentation And Nature Of Operations(Note 1) |        |            





---



PAN AMERICAN ENERGY
CORP.

(Formerly August
Biomedical Corporation)

(A Development Stage
Company)





CONSOLIDATED INTERIM
STATEMENT OF OPERATIONS

(Unaudited)

(Stated in U.S.
Dollars)





|                                                  |                    |                   |         |            | CUMULATIVE
|------------------------------------------------- | ------------------ | ----------------- | ------- | ---------- | ----------
|                                                  |                    |                   |         |            | FROM      
|                                                  |                    |                   |         |            | INCEPTION 
|                                                  |                    |                   |         |            | MAY 26    
|                                                  | THREE MONTHS ENDED | NINE MONTHS ENDED | 2000 TO
|                                                  | MAY 31             | MAY 31            | MAY 31 
|                                                  | 2004               | 2003              | 2004    | 2003       | 2004      
|                                                  |                    |                   |         |            |           
|Expenses                                          |                    |                   |         |            |           
|Amortization                                      | $                  | -                 | $       | 1,939      | $         
|Consulting fees                                   |                    | -                 |         | 49,661     |           
|General and administrative                        |                    | 329               |         | 17,830     |           
|Interest                                          |                    | -                 |         | -          |           
|Investor relations                                |                    | -                 |         | (4,000)    |           
|Mineral property option payments                  |                    | -                 |         | -          |           
|Mineral property exploration expenditures         |                    | 3,895             |         | -          |           
|Oil and gas property option payment               |                    | -                 |         | -          |           
|Professional fees                                 |                    | 24,474            |         | 22,374     |           
|Stock transfer fees                               |                    | 1,453             |         | 196        |           
|Stock-based compensation                          |                    | -                 |         | -          |           
|Write down of advances receivable                 |                    | -                 |         | -          |           
|Write down of equipment                           |                    | -                 |         | -          |           
|Forgiveness of debt                               |                    | -                 |         | -          |           
|Write down of intangible asset                    |                    | -                 |         | 200,000    |           
|                                                  |                    |                   |         |            |           
|Net Loss For The Period                           | $                  | 30,151            | $       | 288,000    | $         
|                                                  |                    |                   |         |            |           
|Basic And Diluted Loss Per Share                  | $                  | (0.01)            | $       | (0.01)     | $         
|                                                  |                    |                   |         |            |           
|Weighted Average Number of Shares
    Outstanding |                    | 60,325,000        |         | 60,325,000 |           







---



PAN AMERICAN ENERGY
CORP.

(Formerly August
Biomedical Corporation)

(A Development Stage
Company)





CONSOLIDATED INTERIM
STATEMENT OF CASH FLOWS

(Stated in U.S.
Dollars)





|                                                                               |                    |                   |         | CUMULATIVE
|------------------------------------------------------------------------------ | ------------------ | ----------------- | ------- | ----------
|                                                                               |                    |                   |         | FROM      
|                                                                               |                    |                   |         | INCEPTION 
|                                                                               |                    |                   |         | MAY 26    
|                                                                               | THREE MONTHS ENDED | NINE MONTHS ENDED | 2000 TO
|                                                                               | MAY 31             | MAY 31            | MAY 31 
|                                                                               | 2004               | 2003              | 2004    | 2003      
|                                                                               |                    |                   |         |           
|Cash Flows From Operating
    Activities                                       |                    |                   |         |           
|Net loss for the period                                                        | $                  | (30,151)          | $       | (288,000) 
|Items not involving cash:                                                      |                    |                   |         |           
|Amortization                                                                   |                    | -                 |         | 1,939     
|Interest                                                                       |                    | -                 |         | -         
|Write down of equipment                                                        |                    | -                 |         | -         
|Write down of intangible asset                                                 |                    | -                 |         | 200,000   
|Forgiveness of debt                                                            |                    | -                 |         | -         
|Stock-based compensation                                                       |                    | -                 |         | -         
|                                                                               |                    |                   |         |           
|Adjustments To Reconcile Net Loss
    To Net Cash Used By Operating Activities |                    |                   |         |           
|Prepaid expenses                                                               |                    | -                 |         | 467       
|Goods and Services tax recoverable                                             |                    | (74)              |         | (655)     
|Advances receivable                                                            |                    | -                 |         | -         
|Accounts payable and accrued liabilities                                       |                    | 30,199            |         | 22,650    
|                                                                               |                    | (26)              |         | (63,599)  
|Cash Flows From Financing
    Activities                                       |                    |                   |         |           
|Share capital issued                                                           |                    | -                 |         | -         
|Loan payable                                                                   |                    | -                 |         | -         
|Share subscriptions received                                                   |                    | -                 |         | -         
|Advances payable                                                               |                    | -                 |         | -         
|Advances from shareholder                                                      |                    | -                 |         | -         
|                                                                               |                    | -                 |         | -         
|Cash Flows From Investing
    Activities                                       |                    |                   |         |           
|Purchase of equipment                                                          |                    | -                 |         | (12,689)  
|Patent acquisitions                                                            |                    | -                 |         | -         
|Proceeds from sale of patent                                                   |                    | -                 |         | -         
|                                                                               |                    | -                 |         | (12,689)  
|                                                                               |                    |                   |         |           
|(Decrease) Increase In Cash                                                    |                    | (26)              |         | (76,288)  
|Cash, Beginning Of Period                                                      |                    | 26                |         | 79,777    
|                                                                               |                    |                   |         |           
|Cash, End Of Period                                                            | $                  | -                 | $       | 3,489     
|                                                                               |                    |                   |         |           
|Supplemental Disclosure Of
    Non-Cash Financing Activities                   |                    |                   |         |           
|Patent exchanged for loan repayment                                            | $                  | -                 | $       | -         





---



PAN AMERICAN ENERGY
CORP.

(Formerly August
Biomedical Corporation)

(A Development Stage
Company)





NOTES TO CONSOLIDATED
INTERIM FINANCIAL STATEMENTS



MAY 31, 2004

(Unaudited)

(Stated in U.S.
Dollars)





1. BASIS OF PRESENTATION AND NATURE OF OPERATIONS



> a) The
>     unaudited consolidated financial statements as of May 31, 2004 included
>     herein have been prepared without audit pursuant to the rules and
>     regulations of the Securities and Exchange Commission. Certain information
>     and footnote disclosures normally included in financial statements prepared
>     in accordance with United States generally accepted principles have been
>     condensed or omitted pursuant to such rules and regulations. In the opinion
>     of management, all adjustments (consisting of normal recurring accruals)
>     considered necessary for a fair presentation have been included. It is
>     suggested that these financial statements be read in conjunction with the
>     restated August 31, 2003 audited financial statements and notes thereto (see
>     note 8).
>     b) Organization

The Company was incorporated on May 26, 2000 in the State
    of Nevada, U.S.A. On December 31, 2002, the Company changed its name from
    Coyote Ventures Corp. to August Biomedical Corporation.

On March 11, 2004, the Company split its common stock at
    the rate of five-for-one ("forward split") and changed the authorized share
    capital from 100,000,000 shares of common stock with a par value of $0.001
    per share to the following:

i) 170,000,000 common shares with a par value of $0.001 per share;

ii) 25,000,000 preferred shares with a par value of $0.001 per share.

All references in the accompanying financial statements
    to the number of common shares and per share amounts have been restated to
    reflect the forward stock split.

On March 23, 2004, the Company changed its name from
    August Biomedical Corporation to Pan American Energy Corp.

> c)  Development Stage
>     Activities



Pan American Energy Corp. (the "Company") is currently a
    development stage company under the provisions of Statement of Financial
    Accounting Standards ("SFAS") No. 7 engaged in the exploration, development
    and acquisition of natural gas and oil properties in the United States.
    Prior to this, the Company was engaged in the business of developing
    technology related to cancer imaging systems and conducted business through
    its wholly owned subsidiary, August Research Corporation. The Company has
    discontinued this business and is devoting substantially all of its present
    efforts to identifying and acquiring interests in the oil and gas
    properties.

---





PAN AMERICAN ENERGY
CORP.

(Formerly August
Biomedical Corporation)

(A Development Stage
Company)

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS



MAY 31, 2004

(Unaudited)

(Stated in U.S.
Dollars)







1. BASIS OF PRESENTATION AND NATURE OF OPERATIONS 
(Continued)



d) Going Concern



The accompanying financial statements have been prepared
    assuming the Company will continue as a going concern.



As shown in the accompanying financial statements, the
    Company has incurred a net loss of $3,204,399 for the period from May 26,
    2000 (inception) to May 31, 2004, and has no sales. The future of the
    Company is dependent upon its ability to obtain financing and upon future
    profitable operations from the development of its technology. Management has
    plans to seek additional capital through a private placement and public
    offering of its common stock. The financial statements do not include any
    adjustments relating to the recoverability and classification of recorded
    assets, or the amounts of and classification of liabilities that might be
    necessary in the event the Company cannot continue in existence.





2. SIGNIFICANT ACCOUNTING POLICIES



The financial statements of the Company have been prepared
  in accordance with generally accepted accounting principles in the United
  States. Because a precise determination of many assets and liabilities is
  dependent upon future events, the preparation of financial statements for a
  period necessarily involves the use of estimates which have been made using
  careful judgement.



The financial statements have, in management's opinion,
  been properly prepared within reasonable limits of materiality and within the
  framework of the significant accounting policies summarized below:



> a)       Consolidation



These financial statements include the accounts of the
    Company and its wholly-owned subsidiary, August Research Corp., a British
    Columbia corporation.

---





PAN AMERICAN ENERGY
CORP.

(Formerly August
Biomedical Corporation)

(A Development Stage
Company)



NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS



MAY 31, 2004

(Unaudited)

(Stated in U.S.
Dollars)







2. SIGNIFICANT ACCOUNTING POLICIES (Continued)



b) Oil and Gas Properties



The Company follows the successful efforts method of
    accounting for oil and gas exploration and production activities.
    Acquisition costs, development costs and successful exploration costs are
    capitalized. Exploratory dry hole costs, lease rental, and geological and
    geophysical costs are charged to expenses as incurred. Producing properties
    are depleted by the units-of-production method based on estimated proved
    reserves.



c) Equipment



Equipment is recorded at cost. Amortization of office
    equipment and laboratory equipment is calculated on a straight-line basis at
    annual rates of 30% and 20% respectively.



Equipment not used in operations have been written down
    to a nominal value in the prior period.



d) Impairment of Long-Lived
    Assets



The Company periodically evaluates potential impairments
    of its long-lived assets, including intangibles. When the Company determines
    that the carrying value of long-lived assets may not be recoverable based
    upon the existence of one or more indicators of impairment, the Company
    evaluates the projected undiscounted cash flows related to the assets. If
    these cash flows are less than the carrying value of the assets, the Company
    measures the impairment using discounted cash flows or other methods of
    determining fair value.



Long-lived assets to be disposed of are carried at the
    lower of cost or fair value less estimated costs of disposal.



e) Use of Estimates



The preparation of financial statements in conformity
    with generally accepted accounting principles requires management to make
    estimates and assumptions that affect the reported amounts of assets and
    liabilities, and disclosure of contingent assets and liabilities at the date
    of the financial statements, and the reported amounts of revenues and
    expenses for the reporting period. Actual results could differ from these
    estimates.

---





PAN AMERICAN ENERGY
CORP.

(Formerly August Biomedical Corporation)

(A Development Stage
Company)



NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS



MAY 31, 2004

(Unaudited)

(Stated in U.S.
Dollars)





2. SIGNIFICANT ACCOUNTING POLICIES (Continued)



f)   Foreign Currency
    Translation



The Company's functional currency is the U.S. dollar.
    Transactions in foreign currency are translated into U.S. dollars as
    follows:



i)    monetary items at the rate
      prevailing at the balance sheet date;

ii)    non-monetary items at the
      historical exchange rate;

iii)    revenue and expense at the
      average rate in effect during the applicable accounting period.



g) Stock Based Compensation



The Company accounts for stock based employee and
    director compensation arrangements in accordance with provisions of
    Accounting Principles Board ("APB") Opinion No. 25 - "Accounting for Stock
    Issued to Employees", and related interpretations, and complies with the
    disclosure provisions of SFAS No. 123 - "Accounting for Stock Based
    Compensation". Under APB No. 25, compensation expense is based on the
    difference, if any, on the date the number of shares receivable is
    determined, between the estimated fair value of the Company's stock and the
    exercise price of options to purchase that stock. Stock based compensation
    arrangements for others are recorded at their fair value as the services are
    provided and the compensation earned.



h) Income Taxes



The Company has adopted Statement of Financial Accounting
    Standards No. 109 - "Accounting for Income taxes" (SFAS 109). This standard
    requires the use of an asset and liability approach for financial
    accounting, and reporting on income taxes. If it is more likely than not
    that some portion or all of a deferred tax asset will not be realized, a
    valuation allowance is recognized.



i)   Basic and Diluted
    Loss Per Share



In accordance with SFAS No. 128 - "Earnings Per Share",
    the basic loss per common share is computed by dividing net loss available
    to common stockholders by the weighted average number of common shares
    outstanding. Diluted loss per common share is computed similar to basic loss
    per common share except that the denominator is increased to include the
    number of additional common shares that would have been outstanding if the
    potential common shares had been issued and if the additional common shares
    were dilutive.

---





PAN AMERICAN ENERGY
CORP.

(Formerly August
Biomedical Corporation)

(A Development Stage
Company)



NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS



MAY 31, 2004

(Unaudited)

(Stated in U.S.
Dollars)





3. SHARE SUBSCRIPTIONS RECEIVED



The Company has approved the private placement of 3,000,000
  units at $2.00 per unit. Each unit will consist of one common share and one
  warrant to purchase an additional common share at $3.00 for a period of
  eighteen months. As at May 31, 2004, $20,000 had been advanced in connection
  with this private placement. The Company has ceased raising financing under
  the private placement.





4. STOCK OPTION PLAN

During the year ended August 31, 2003, the Company adopted
  a stock option plan (the "Plan") pursuant to which the directors may grant a
  maximum of 8,681,250 common stock options to officers, key employees and
  consultants. The Company granted 8,681,250 fully vested incentive stock
  options allowing the holders to purchase one common share of the Company at
  $0.50 per share for a term expiring September 9, 2004.



The following is a summary of the stock option activity
  during the period:



| |                                               | NUMBER
    OF
    SHARES | WEIGHTED
    AVERAGE
    EXERCISE
    PRICE
| | --------------------------------------------- | ------------------------ | -------------------------------------------
| |                                               |                          |                                            
| | Outstanding, August 31, 2002                  | -                        | $                                          
| |                                               |                          |                                            
| | Granted                                       | 8,681,250                |                                            
| | Exercised                                     | (200,000)                |                                            
| |                                               |                          |                                            
| | Outstanding, August 31, 2003 and May 31, 2004 | 8,481,250                | $                                          







5. RELATED PARTY TRANSACTIONS



During the period ended May 31, 2004, the Company incurred
  consulting expenses of $Nil (2003 - $146,147) to directors and officers.

As at May 31, 2004, the Company has $20,850 (2003 - $6,095)
  in accounts payable owing to a former director and officer.



---





PAN AMERICAN ENERGY
CORP.

(Formerly August
Biomedical Corporation)

(A Development Stage
Company)



NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS



MAY 31, 2004

(Unaudited)

(Stated in U.S.
Dollars)







6. CONTINGENCIES



i)    The Company
    is subject to a legal action being brought against it, in the Supreme Court
    of British Columbia, by a former director and officer for wrongful dismissal
    and breach of contract. Management is of the opinion that the amount of the
    claim, if any, is not determinable and, accordingly, no provision has been
    recorded in the accounts at May 31, 2004.

ii)    The
    Company is subject to a legal action being brought against it in the Supreme
    Court of British Columbia, in respect of a Memorandum of Understanding and a
    Share Purchase Agreement. Management is or the opinion that the amount of
    the claim, if any, is not determinable and, accordingly, no provision has
    been recorded in the accounts at May 31, 2004.



7. TERMINATED AGREEMENT



On December 15, 2003, and amended, the Company entered into
  an agreement to acquire a 100% working interest (82.5% net revenue interest)
  in certain oil and gas leases located in Yellowstone Counties, Montana, U.S.A.
  The purchase price was $185,366 payable as follows:



a) a non-refundable deposit of $20,000 on execution of
    the Agreement and



b) $165,366 due by March 15, 2004, (subject to
    satisfactory due diligence by the Company).

The Company completed its due diligence and management concluded not to
  proceed further with the acquisition on April 7, 2004, the agreement was
  terminated by both parties.



8. RESTATEMENT OF FINANCIAL STATEMENTS



The consolidated financial statements for the year ended
  August 31, 2003 have been restated to give effect to the application of SFAS
  No. 123 in accounting for the fair value of the options granted during the
  period to consultants. The prior period adjustment results in an increase in
  stock-based compensation expense of $2,535,812 in the consolidated statement
  of operations and an increase in additional paid-in capital of $2,535,812 in
  the consolidated balance sheet.



---







Item 2. Management's Discussion and Analysis or Plan of Operations

FORWARD-LOOKING STATEMENTS

The information in this Quarterly Report on Form 10-QSB contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These forward-looking statements involve risks and uncertainties,
including statements regarding Pan American Energy Corp.'s (Formerly August
Biomedical Corporation) capital needs, business plans and expectations. Such
forward-looking statements involve risks and uncertainties regarding the market
price of natural resources, availability of funds, government regulations,
common share prices, operating costs, capital costs and other factors.
Forward-looking statements are made, without limitation, in relation to
operating plans, property exploration and development, availability of funds and
operating costs. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as "may",
"will", "should", "expect", "plan", "intend", "anticipate", "believe",
"estimate", "predict", "potential" or "continue", the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks outlined below, and, from time to time, in other reports Pan American
files with the SEC, including Pan American's Annual Report on Form 10-KSB for
the year ended August 31, 2003. These factors may cause Pan American's actual
results to differ materially from any forward-looking statement. Pan American
disclaims any obligation to publicly update these statements, or disclose any
difference between its actual results and those reflected in these statements.
The information constitutes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Given these uncertainties,
readers are cautioned not to place undue reliance on such forward-looking
statements.

Overview

We were incorporated on May 26, 2000, under the laws of the State of Nevada
under the name Coyote Ventures Corp. On December 31, 2002, we changed our name
from Coyote Ventures Corp. to August Biomedical Corporation, on March 22, 2004
we changed our name from August Biomedical Corporation to Pan American Energy
Corp.

We were planning on being engaged in the business of developing an oil and
gas project known as the "Horizontal Amsden Play" in Musselshell and Yellowstone
Counties, Montana. This transaction was subject to completion of due diligence
and obtaining financing. We failed to complete this acquisition and are now
looking at a different business acquisition.

Plan of Operations

During the next 12 months our plan of operations is to seek, investigate and,
if such investigation warrants, merge or acquire an interest in business
opportunities presented to us by persons or companies who or which desire to
seek the perceived advantages of a Securities Exchange Act of 1934 registered
corporation. Currently we are in discussions with one such group which
management believes has a very promising business.

Once we have identified a suitable business opportunity, we will require
funding for general corporate purposes including legal, audit and administrative
expenses associated with completing a merger or acquisition. We estimate that at
least $100,000 will be required for such purposes during the next 12 months. At
the present time, we do not have any funding available to meet such expenses and
will need to obtain loans or sell equity shares to continue to meet its filing
obligations. There is no assurance that such funding will be available to us.

At the present time we cannot satisfy its immediate cash requirements.

We had no cash on hand as at May 31, 2004 compared to $850 as at August 31,
2003. We had a deficit accumulated during the development stage of $3,204,399 as
at May 31, 2004 compared to a deficit accumulated during the development stage
of $ 3,16,1609 as at August 31, 2003. Our total expenditures over the next
twelve months are anticipated to be $100,000. Accordingly, we will require
financing to fund our operations for the next twelve months. If we are unable to
obtain additional financing, we will not be able to complete our business plan.
There is no assurance that we will be able to secure the necessary financing.

Additional financing may not be available. Additional financing may also be
necessary to complete any acquisition that we may identify.

In the next twelve months, we do not plan to make any purchases or sales of
significant equipment, nor do we plan to make any significant changes in our
number of employees.

Results Of Operations For
Period Ending May 31, 2004

We did not earn any revenues during the period ending May 31, 2004. We are
presently in the development stage of our business and we can provide no
assurance that we will complete the acquisition of a new business entity, or if
such acquisition is completed, that we will proceed with the planned
expenditures.

We incurred expenses in the amount of $30,151 for the three months ended May
31, 2004, compared to $288,000 for the three months ended May 31, 2003. These
expenses included professional fees in the amount of $24,474 and office and
sundry expenditures in the amount of $329.00. We anticipate our operating
expenses will increase if we acquire or enter into a new line of business.

We incurred a loss in the amount of $42,790 for the nine months ended May 31,
2004, compared to $535,901 for the nine months ended May 31, 2003. Our loss was
attributable primarily to professional fee expenses.

Liquidity and Capital Resources

We had cash on hand of $0 as at May 31, 2004 compared to $3,489 as at May 31,
2003. We had a deficit accumulated during the development stage of $3,204,399 as
at May 31, 2004 compared to a deficit accumulated during the development stage
of $719,179 as at May 31, 2003.

We have not attained profitable operations and are dependent upon obtaining
financing to pursue our plan of operations . For these reasons, there is
substantial doubt that we will be able to continue as a going concern.

ITEM 3. CONTROLS AND
PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures as of February 29, 2004,
being the date of our most recently completed fiscal quarter. This evaluation
was carried out under the supervision and with the participation of our Chief
Executive Officer, Scott C. Houghton, and Chief Financial Officer, Korina
Houghton. Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures are
effective in timely alerting management to material information relating to us
required to be included in our periodic SEC filings. There have been no
significant changes in our internal controls or in other factors that could
significantly affect internal controls subsequent to the date we carried out our
evaluation.

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosure.

During our most recently completed fiscal quarter ended February 29, 2004,
there were no changes in our internal control over financial reporting that have
materially affected, or are reasonably likely to affect, our internal control
over financial reporting.

The term "internal control over financial reporting" is defined as a process
designed by, or under the supervision of, the registrant's principal executive
and principal financial officers, or persons performing similar functions, and
effected by the registrant's board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and
procedures that:



|(1) | Pertain to the maintenance of
    records that in reasonable detail accurately and fairly reflect the
    transactions and dispositions of the assets of the registrant;                                                                                                                                                                                             
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                      
|(2) | Provide reasonable assurance
    that transactions are recorded as necessary to permit preparation of
    financial statements in accordance with generally accepted accounting
    principles, and that receipts and expenditures of the registrant are being
    made only in accordance with authorizations of management and directors of
    the registrant; and
|    |                                                                                                                                                                                                                                                                                                                                                                      
|(3) | Provide reasonable assurance
    regarding prevention or timely detection of unauthorized acquisition, use or
    disposition of the registrant's assets that could have a material effect on
    the financial statements.                                                                                                                                          



PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are a party to the legal proceedings described in our Annual Report on
Form 10-KSB, as filed with the Securities and Exchange Commission on January 15,
2004. Accordingly, readers are encouraged to review the full disclosure
regarding these legal proceedings, as disclosed in Item 3 of the Annual Report
on Form 10-KSB.

During our second quarter ended February 29, 2004, iCyberdata commenced legal
action against us in respect of a memorandum of undertaking (the "MOI") dated
July 24, 2003 and a share purchase agreement dated September 30, 2003 (the
"Share Purchase Agreement"). We were contemplating the purchase of the shares of
iCyberdata from the shareholders of iCyberdata. In furtherance of the proposed
purchase, we entered into the MOI and executed a copy of the Share Purchase
Agreement. We take the position that the MOI was intended to be a non-binding
letter of intent only and that the Share Purchase Agreement entered into by us
was not to be binding on us until it was executed by the shareholders of
iCyberdata and its final form was approved by our legal counsel neither of which
events ever occurred. iCyberdata, by letter dated October 29, 2003 claimed to
terminate the Agreement and has demanded $75,000 from us under the terms of the
alleged agreement. In subsequent correspondence iCyberdata continues to allege
that we are required to advance them $10,000 per month in respect of the alleged
agreement terminated by their letter of October 29, 2003. We intend to
vigorously defend this action on the basis that we have no legal obligations to
iCyberdata

There were no other material developments to our previously disclosed legal
proceedings during our second quarter ended February 29, 2004.

Item 2. Changes in Securities

On March 22, 2004, our issued and outstanding common stock split was forward
split on a five for one basis. We also amended our Articles of Incorporation
which changed our authorized share capital from 100,000,000 shares of common
stock of with a par value of 0.001 to 170,000,000 shares of common stock with a
par value of 0.001 per share; and 25,000,000 shares of preferred stock with a
par value of $0.001 per share.

Item 3. Defaults upon
Senior Securities

None

Item 4. Submission of
Matters to a Vote of Security Holders

On February 5, 2004, a majority of our security holders voted affirmatively
for the following:



| | 1. | a five-for-one
    forward split of the issued and outstanding shares of common stock;                                                                                                                                          
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | amendment of the
    Articles of Incorporation to:                                                                                                                                                                              
| |    | a.                                                                                                                                                                                                                              
| |    | b.                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                 
| | 3. | change of business
    of Pan American to oil and gas exploration and development;                                                                                                                                              
| | 4. | ratification and
    approval of the acquisition of the rights to certain oil and gas exploration
    leases located in Montana in an Agreement between August Biomedical, and
    Zone Exploration, Inc. and John Fredlund; and
| | 5. | The adoption of a
    new stock option plan.                                                                                                                                                                                    



Item 5. Other Information

We received a notice of default from Zone Exploration Inc. ("Zone") on March
16, 2004 for failure to make one of the required payments under the Agreement
for Sale and Purchase Agreement dated December 15, 2003 between the parties (the
"Agreement"). Under the Agreement we had fourteen days from the date of notice
to cure the default by tendering to Zone the exercise payment of US$ 165,366. We
received a letter of termination from Zone on April 7, 2004. Our Board of
Directors believes the termination of the Agreement is in our best interest at
this time.



Item 6. Exhibits and
Reports on Form 8-K.



|                                                                     |  |                                                                                                                                                          
|-------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number                                                       |  | Description of Exhibit                                                                                                                                   
|                                                                     |  |                                                                                                                                                          
|31.a                                                                 |  | Certification of Chief Executive Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002 (1)                                               
|                                                                     |  |                                                                                                                                                          
|31.a                                                                 |  | Certification of Chief Financial Officer pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002 (1)                                               
|                                                                     |  |                                                                                                                                                          
|32.a                                                                 |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
    as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
|                                                                     |  |                                                                                                                                                          
|32.a                                                                 |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
    as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
|                                                                     |  |                                                                                                                                                          
|(1) Filed as an Exhibit to this Quarterly Report on Form
    10-QSB.



REPORTS ON FORM 8-K

We have not filed any Current Reports on Form 8-K during our fiscal quarter
ended May 31, 2004.

SIGNATURES

In accordance with 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, thereunto duly authorized.



|                          | PAN AMERICAN
    ENERGY CORP.
|------------------------- | -----------------------------
|                          |                              
|Date:   July 19,
    2004 | By:                          
|                          |                              
|                          |                              
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