10QSB 1 form10_qsb2004.htm QUARTERLY REPORT FOR THE PERIOD ENDED FEBRUARY 29, 2004

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UNITED STATES

FORM 10-QSB

:Quarterly Report pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended February 29, 2004

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 73575Vancouver, B.C., Canada
      V6E 4L9(Address of principal executive offices)
      (Zip Code)Issuer's telephone number, including area code:
      604-608-3831


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 April 12, 2004.







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|Table of Contents             
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|PART I - FINANCIAL INFORMATION
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|PART II - OTHER INFORMATION   
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|SIGNATURES                    
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PART 1 - FINANCIAL
INFORMATION

Item 1. Financial Statements





PAN AMERICAN ENERGY CORP.

(Formerly August Biomedical Corporation)

(A Development Stage Company)





CONSOLIDATED INTERIM FINANCIAL STATEMENTS





FEBRUARY 29, 2004

(Unaudited)

(Stated in U.S. Dollars)



















1



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PAN AMERICAN ENERGY CORP.

(Formerly August Biomedical Corporation)

(A Development Stage
Company)

CONSOLIDATED BALANCE
SHEET

(Unaudited)

(Stated in U.S.
Dollars)





FEBRUARY 29 2004
      
      AUGUST 31 2003ASSETSCurrentCash
      $
      26
      $
      85Goods and Services tax recoverable
      $
      4,189
      $
      3,7344,215
      
      4,584Equipment
      
      1
      
      1$
      4,216
      $
      4,585LIABILITIESCurrentAccounts payable and accrued liabilities
      $
      92,652
      $
      80,382STOCKHOLDERS' DEFICIENCYCapital StockAuthorized:100,000,000 Common shares, par value $0.001
      per shareIssued and outstanding:12,065,000 Common shares
      
      12,065
      
      12,065Additional paid-in capital
      
      517,935
      
      517,935Share Subscriptions Received(Note 4)
      
      20,000
      
      20,000Deficit Accumulated During The
      Development Stage
      
      (638,436)
      
      (625,797)(88,436)
      
      (75,797)$
      4,216
      $
      4,585Nature Of Operations(Note
      2)










2



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PAN AMERICAN ENERGY CORP.

(Formerly August Biomedical Corporation)

(A Development Stage Company)



CONSOLIDATED INTERIM STATEMENT OF LOSS

(Unaudited)

(Stated in U.S. Dollars)







CUMULATIVEFROM
    INCEPTIONMAY 26THREE MONTHS ENDED
      
      
      
      SIX MONTHS ENDED
      
      
      2000 TO
      
      FEBRUARY 29FEBRUARY 29
      
      FEBRUARY 292004
      2003
      2004
      2003
      2004ExpensesAmortization
      $
      -
      $
      1,082
      $
      -
      $
      1,998
      $
      6,571Consulting fees
      
      
      -
      
      
      83,481
      
      
      -
      
      
      134,387
      
      
      
      
      
      
      259,274General and
      administrative
      
      
      257
      
      4,357
      
      493
      
      23,187
      
      
      
    
      54,415
    Interest
      
    
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      
    20,000
    Investor relations
      
    
      -
      
      
      3,368
      
      
      -
      
      
      23,500
      
      
      22,690Mineral property
      option payments
      
      
      -
      
      -
      
      -
      
      
      
      
      -
      
      
      15,500Mineral property
      exploration expenditures
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      12,273Oil and gas
      property option payment
      
      
      20,000
      
      
      -
      
      
      20,000
      
      
      -
      
      
      20,000Professional fees
      
      
      6,861
      
      
      30,323
      
      
      11,581
      
      
      61,702
      
      
      
      206,073
      Stock transfer
      fees
      
      
      525
      
      
      2,327
      
      
      565
      
      
      3,126
      
      
      6,276Write down of
      advances receivable
      
      
      -
      
      
      -
      
      
      -
      
      
      
      
      
      -
      
      
      1,500Write down of
      equipment
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      33,864Forgiveness of
      debt
      
      
      (20,000)
      
      
      -
      
      
      (20,000)
      
      
      -
      
      
      (20,000)
    Net Loss For
      The Period
      
      $
      
      7,643
      
      $
      
      124,938
      
      $
      
      12,639
      
      $
      
      247,900
      
      $
      
      638,436
    Basic And
      Diluted Loss Per Share
      
      $
      
      (0.01)
      
      $
      
      (0.01)
      
      $
      
      (0.01)
      
      $
      
      (0.02)Weighted
      Average Number of Shares Outstanding
      
      
      12,065,000
      
      
      12,030,555
      
      
      12,065,000
      
      
      12,027,7623


PAN AMERICAN ENERGY CORP.

(Formerly August Biomedical Corporation)

(A Development Stage Company)



CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS

(Stated in U.S. Dollars)



INCEPTIONMAY 26
    THREE MONTHS
      ENDED

      
      
      SIX MONTHS ENDED
      
      2000 TO FEBRUARY 29FEBRUARY 29
      
      FEBRUARY 292004
      2003
      2004
      2003
      2004Cash Flows From Operating ActivitiesNet loss for the period
      $
      (7,643)
      $
      (124,938)
      $
      (12,639)
      $
      (247,900)
      $
      (638,436)Items not involving cash:Amortization

      -

      
      1,082

      
      -

      
      1,998

      
      6,571Interest

      -

      
      -

      
      -

      
      -

      
      20,000Write down of equipment

      -

      
      -

      
      -

      
      -

      
      33,864Forgiveness of debt

      (20,000)

      
      -

      
      (20,000)

      
      -

      
      (20,000)
    Adjustments
      To Reconcile Net Loss To Net Cash Used By Operating ActivitiesPrepaid expenses

      -

      
      466

      
      -

      
      932

      
      -Goods and Services tax recoverable

      (445)

      
      -

      
      (455)

      
      (1,500)

      
      (4,189)Accounts payable and accrued liabilities

      7,500

      
      (9,095)

      
      12,270

      
      (22,096)

      
      92,652
    (20,588)

      
      (132,485)

      
      (20,824)

      
      (268,566)

      
      (509,538)
    Cash Flows From Financing ActivitiesShare capital issued

      -

      
      100,000

      
      -

      
      180,160

      
      530,000Loan payable

      -

      
      180,000

      
      -

      
      180,000

      
      180,000Share subscriptions received

      -

      
      20,000

      
      -

      
      20,000

      
      20,000Advances payable

      20,000

      
      -

      
      20,000

      
      -

      
      20,000Advances from shareholder

      -

      
      (20,000)

      
      -

      
      -

      
      -
    20,000

      
      280,000

      
      20,000

      
      380,160

      
      750,000
    Cash Flows From Investing ActivitiesPurchase of equipment

      -

      
      -

      
      -

      
      (15,425)

      
      (40,436)Patent acquisitions

      -

      
      (180,000)

      
      -

      
      (200,000)

      
      (220,000)Proceeds from sale of patent

      -

      
      -

      
      -

      
      -

      
      20,000
    -

      
      (180,000)

      
      -

      
      (215,425)

      
      (240,436)
    (Decrease) Increase In Cash

      (588)

      
      (32,485)

      
      (824)

      
      (103,831)

      
      26
    Cash, Beginning Of Period

      614

      
      112,262

      
      850

      
      183,608

      
      -
    Cash, End Of Period
      $
      26
      $
      79,777
      $
      26
      $
      79,777
      $
      26
    Supplemental Disclosure Of Non-Cash Financing
      ActivitiesPatent exchanged for loan repayment
$

      -

      $

      -

      $

      -

      $

      -

      $

      200,000










4



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PAN AMERICAN ENERGY CORP.

(Formerly August Biomedical Corporation)

(A Development Stage Company)



NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS



FEBRUARY 29, 2004

(Unaudited)

(Stated in U.S. Dollars)







1.     BASIS OF PRESENTATION



The unaudited consolidated financial statements as of
  February 29, 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
  August 31, 2003 audited financial statements and notes thereto.





2.     NATURE OF OPERATIONS



1. 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.



Effective 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.



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







Pan American Energy Corp. (Formerly August Biomedical Corporation) (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.







5

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PAN AMERICAN ENERGY CORP.

(Formerly August Biomedical Corporation)

(A Development Stage Company)



FEBRUARY 29, 2004

(Unaudited)

(Stated in U.S. Dollars)



2.     NATURE OF OPERATIONS (Continued)





1. 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 $638,436 for the period from May 26, 2000
    (inception) to February 29, 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.

3.     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:



> Consolidation



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



> 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.









6

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PAN AMERICAN ENERGY CORP.

(Formerly August Biomedical
Corporation)

(A Development Stage Company)



FEBRUARY 29, 2004

(Unaudited)

(Stated in U.S. Dollars)





3.     SIGNIFICANT ACCOUNTING POLICIES (Continued)



> 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.



> 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.



> 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.





> 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:



1. monetary items at the rate prevailing at the balance sheet date;
2. non-monetary items at the historical exchange rate;
3. revenue and expense at the average rate in effect during the applicable
    accounting period.







7

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PAN AMERICAN ENERGY CORP.

(Formerly August Biomedical Corporation)

(A Development Stage Company)



FEBRUARY 29, 2004

(Unaudited)

(Stated in U.S. Dollars)



3.     SIGNIFICANT ACCOUNTING POLICIES (Continued))









> 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.



> Income Taxes



> Basic and Diluted Loss Per Share



4.     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 February 29, 2004, $20,000 had been advanced in
  connection with this private placement. The Company has ceased raising
  financing under the private placement.







8

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PAN AMERICAN ENERGY CORP.

(Formerly
August Biomedical Corporation)

(A Development Stage Company)



FEBRUARY 29, 2004

(Unaudited)

(Stated in U.S. Dollars)





5.     STOCK OPTION PLAN



The Company adopted a stock option plan (the "Plan")
  pursuant to which the directors may grant a maximum of 1,736,250 common stock
  options to officers, key employees and consultants. The Company granted
  1,735,000 fully vested incentive stock options allowing the holders to
  purchase one common share of the Company at $2.50 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
    PRICEOutstanding, August 31, 2002
    -
    $
    -Granted
    1,735,000
    
    2.50Exercised
    (40,000)
    
    (2.50)Outstanding, August 31, 2003 and February 29, 2004
    1,695,000
    $
    2.50








6.     RELATED PARTY TRANSACTIONS



During the period ended February 29, 2004, the Company
  incurred consulting expenses of $Nil (2003 - $63,498) to directors and
  officers.



As at February 29, 2004, the Company has $20,850 (2003 -
  $13,477) in accounts payable owing to a former director and officer.





7.     CONTINGENCIES



1. 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 February 29,
    2004.







9

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PAN AMERICAN ENERGY CORP.

(Formerly
August Biomedical Corporation)

(A Development Stage Company)



FEBRUARY 29, 2004

(Unaudited)

(Stated in U.S.
Dollars



7.     CONTINGENCIES

1. 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 February 29,
    2004.



8.     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.

















10

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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 cash on hand of $26 as at February 29, 2004 compared to $79,777 as at
February 29, 2003 and $85 as at
August 31, 2003. We had a deficit accumulated during the development stage of $88,437 as at February 29,
2004 compared to a deficit accumulated during the development stage  of $
75,797 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.





11

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Results Of Operations For Period Ending February 29, 2004

We did not earn any revenues during the period ending February 29, 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 $12,639 for the six months ended February
29, 2004, compared to $124,938 for the six months ended February 29, 2003. These
expenses included professional fees in the amount of $6,861 and office and sundry
expenditures in the amount of $0.00. 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 $12,639 for the six months ended February
29, 2004, compared to $124,938 for the six months ended February 29, 2003. Our
loss was attributable primarily to professional fee expenses.

Liquidity and Capital Resources

We had cash on hand of $26 as at February 29, 2004 compared to$79,777 as at
February 29, 2003 and  $85 as at
August 31, 2003. We had a deficit accumulated during the development stage  of $88,437 as at February 29,
2004 compared to a deficit accumulated during the development stage  of $75,797 as at
August 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.







12

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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.









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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.



















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

Exhibit Number
    
    Description of Exhibit31.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 February 29, 2004.



















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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: April 21, 2004
    By:
    /s/ Scott C. HoughtonScott C. Houghton, President,Chief Executive Officer andDirector