8-K

UNITED STATES

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 12, 2009 (November 8, 2009)

BCO HYDROCARBON LTD.

(Exact name of registrant as specified in its charter)

Nevada	000-53598	26-3261559
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identifica­tion No.)

8520 NE 25th Street, Clyde Hill, WA	98004-1645
(Address of principal executive offices)	(Zip Code)

(888) 221-7181

Registrant’s telephone number, including area code

Not applicable

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01   Other Events.

On November 8, 2009, the Company entered into a Letter of Intent ( the “LOI”) with Mr. Andrew Krieger, whereby the Company will acquire oil and gas lands, leases and royalties totaling 186 acres of property held by way of a leasehold with Chesapeake Appalachia LLC and 720 acres of property held by Mr. Krieger, both properties in the town of Livingston Manor, New York ( the “Property Interests”).   Under the terms of the LOI, Krieger will transfer to BCO the Property Interests in exchange for the transfer of eighty percent (80%) of the total issued and outstanding restricted shares of the Company.  The shares will be transferred to Krieger from the current controlling shareholders of the Company, Malcolm Albery and Daniel Brooks.  Under the terms of the LOI, the Company will enter into a definitive agreement on or before November 15, 2009 which will be subject to shareholder approval no later than December 15, 2009.

Item 9.01 Exhibits

9.01 (d) Exhibits

Exhibit Number	Description
10.1	Letter of Intent between the Company and Andrew Krieger dated November 8, 2009.	Filed herewith

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.

	BCO HYDROCARBON LTD.
November 12, 2009	By: /s/ Daniel Brooks
	Daniel Brooks Chief Executive Officer and Secretary

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EX-10.1

Letter of Intent (“LOI”)

Between:

BCO Hydrocarbon Ltd. (“BCO”)

8520 NE 25th Street,

Clyde Hill, WA 98004-1645

And

Mr. Andrew Krieger (“AK”)

366 Whitman Street

Haworth, NJ, 07641

(hereinafter collectively referred to as the “Parties”)

Whereas the Parties are desirous of completing a transaction that will exchange certain oil and gas property interests for shares (the “Share Exchange”), the Parties have agreed to provide their best efforts to create and execute an agreement that will materially reflect the following:

Definitions:

“Property Interests” are oil and gas exploitation rights, in any and all forms which may include but are not limited to, royalties and/or working interests, which are attached to the properties as set out on Schedule A attached hereto;

“Shares” are restricted common voting shares of BCO;

“Share Exchange” is the exchange of Shares for Property Interests contemplated by this LOI;

“Definitive Agreement” is the formal legal agreement contemplated by this LOI

Agreements:

1.   Share Exchange - AK will transfer, to BCO, all of AK’s Property Interests as set out on Schedule A attached hereto, in exchange for the appropriate number of Shares, post-Share Exchange, to equal 80% of the then issued and outstanding common voting shares of BCO. The Parties acknowledge and agree that the Shares will be transferred from current shareholders, NOT from the BCO treasury.

2.   Shareholder approval - the Share Exchange will be subject to BCO shareholder approval, such approval to be sought no later than December 15, 2009.

3.   Closing Date - the Parties agree to use their best efforts to execute the Definitive Agreement on or before November 15, 2009.

4.   Warranty - AK represents and warrants that he has full right and authority to deal in an unrestricted manner with the Property Interests set out in Schedule A attached hereto;

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5.   Costs - each Party is responsible for its own costs related to the preparation and execution of the Definitive Agreement contemplated by this LOI;

6.   Due-Diligence - Each Party is responsible for its own due diligence, at its own cost.

7.   Confidentiality - The Parties acknowledge and agree that in the course of due diligence, the Parties may have access to or acquire information which is strictly confidential, not publicly known, has value from not being publicly known, and is subject to efforts of the Parties to maintain its confidentiality. The Parties agree that the Information shall be used or disclosed only as necessary for the purpose of carrying out due diligence. The Parties agree that during the course of due diligence and after to keep confidential and refrain from using or disclosing, directly or indirectly, any of the Information for any purpose.

Signed and agreed this 8thday of November, 2009.

BCO Hydrocarbon Ltd.

/s/ Daniel P. Brooks                                                                                     /s/ Andrew Krieger

Per: Mr. Daniel P. Brooks, C.E.O.                                                               Mr. Andrew Krieger

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Schedule “A”

Letter of Intent

Dated

November 8, 2009

Between

BCO Hydrocarbon Ltd. (“BCO”)

And

Mr. Andrew Krieger (“AK”)

Lands/leases/royalties of Mr. Andrew Krieger as described in the attached copies of the actual underlying agreements.

1The leasehold with Chesapeake Appalachia LLC which covers 186 +/- acres of property (copies to be provided);

2Leasehold to be entered into with BCO Hydrocarbon Ltd. which covers an additional 720+/- acres of properties in the same town of Livingston Manor, New York.

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