FORM 10-KSB/A #2

                                  AMENDMENT #1



                    U. S. Securities and Exchange Commission
                             Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT UNDER Section 13 or 15(d) of the Securities Exchange Act of
1934 For the Fiscal year ended: December 31, 2002



                        Commission file number 000-26907

                        BIO-AMERICAN CAPITAL CORPORATION
                        --------------------------------
                 (Name of Small Business Issuer in its charter)

Nevada                                                     93-1118938
- ------                                                     ----------
State or other jurisdiction of                            IRS Employer ID Number
Incorporation or organization

462 Stevens Avenue, Suite #308, Solana Beach, CA 92075
- ------------------------------------------------------
(Address of principal executive offices)

Issuer's Telephone Number:                  (858) 793-5900

Securities registered under Section 12(b) of the Act: None
                                                      ----

Securities registered under Section 12(g) of the Exchange Act: Common Stock,
$0.001 par value                                              (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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.

Yes  [X]    No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year: $0
                                                         --

Aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 19, 2003 was $200,443

The number of shares of Common Stock of the registrant outstanding as of March
19, 2003 was 3,930,250.

                   Documents Incorporated by reference: None.

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                                TABLE OF CONTENTS


                                     PART I


                                                                           Page
Item 1.  Description of Business.........................................      3

Item 2.  Description of Properties.......................................     13

Item 3.  Legal  Proceedings .............................................     13

Item 4.  Submission of Matters to a Vote of Security Holders.............     13


                            PART II


Item 5.  Market for Registrant's Common Equity and Related Stockholder
         Matters.........................................................     13

Item 6.  Management's Discussion and Analysis of Operations or Plan of
         Operations .....................................................     16

Item 7.  Financial Statements............................................     18

Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure........................................     18

                           PART III


Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16 (a) of the Exchange Act.............      18

Item 10. Executive Compensation.........................................      20

Item 11. Security Ownership of Certain Beneficial Owners and Management.      22

Item 12. Certain Relationships and Related Transactions ................      22

Item 13. Exhibits, Financial Statements Schedules and Reports on Form
         on Form 8-K.....................................................     23


Signature Page...........................................................     24



<PAGE>


                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS.
- ---------------------------------

Background
- ----------

         Bio-American Capital Corporation (the "Company") was incorporated under
the laws of the State of Nevada on May 5, 1992 to raise capital for a business
venture. Minimal capital was raised and it engaged in no business and remained
dormant until November 1998. In November 1998 the Company's Board of Directors
approved a Share Purchase Agreement that provided for: (i) one for twenty
reverse split (with no stockholder being reduced to less than 100 shares) of the
issued and outstanding shares of common stock; (ii) the purchase of 157,150
shares of the 290,250 issued and outstanding common stock (post reverse split)
by a non-affiliated investor from the Company's principal shareholder; and (iii)
appointment of new directors upon the closing of the proposed transaction. The
transaction closed in November 1998 and the Board of Directors appointed a new
president.

         The Company adopted a new business plan to act as a technology venture
finance company to organize, capitalize, acquire and finance technology
companies that were positioned to effectively integrate and enhance the delivery
of products and services to consumers. The Company intended to take senior debt
and equity positions in companies which it chose to finance and provide
consulting services for capital structuring, and reorganization of small
technology companies to assist in market share growth and the development of the
capital structure to facilitate an eventual public offering. The Company also
planned to consider acquisitions of operating technology companies for stock and
debt. The Company's principal shareholder introduced the Company to several
non-affiliated investors who expressed interest in investing in the electronic
communications and commerce industry. The Company initially planned to provide
NCSS America, Inc. ("NCSS"), with bridge loan financing of $750,000 to meet its
contractual obligations and working capital requirements. NCSS was a start-up
company that had a license for certain propriety wireless communications
technology.

         During November 1998, the Company issued an exempt offering under
Regulation D, Rule 504 as adopted then by the Securities and Exchange
Commission, to sell 3,000,000 shares at $ 0.33 per share. The Company issued
1,540,000 shares of common stock and raised $508,200.

         In November 1998, Universal Alliance, Inc. ("UAI"), acquired NCSS. In
December 1998 the Company entered into a Share Exchange Agreement with UAI and
certain shareholders of UAI. The Company also advanced $450,060 to UAI and UAI
executed three unsecured notes payable. The notes payable between the Company
and UAI matured in December 1999 and no payments have been received. The
Promissory Notes provide UAI will pay all costs of collection and reasonable
attorney's fees. In July 1999, The Company, UAI and the UAI Controlling

<PAGE>

Shareholders subsequently terminated the Share Exchange Agreement and entered
into a Stock Option Agreement. Effective March 31, 2001 the Stock Option
Agreement expired and the Company and UAI have mutually abandoned the
transaction. In February 2003, the Superior Court of California, County of San
Diego issued a Judgment in favor of the Company for the principal balance
outstanding, plus accrued interest and legal fees against UAI and its chief
executive officer. During March 2003, the chief executive officer of UAI filed a
chapter 7 bankruptcy. Once the Company has sufficient working capital it will
pursue its legal remedies.

         In May 2001 the Company President was issued 2,100,000 shares of common
stock as the forgiveness of $42,000 of indebtedness of notes payable, accrued
management fees and interest expense. The stock ownership of the Company's
principal shareholder in November 1998 is currently less than 4% and two of the
three Directors appointed in November 1998 have been replaced.

            In July 2002, the Company agreed to acquire Bright Star Resources,
Inc. ("Bright Star") under a "Plan and Agreement of Reorganization"
("Agreement"). In anticipation of the approved Agreement, the Company appointed
the President of Bright Star, as President of the Company. The Company
authorized the new President to execute $160,000 in secured promissory notes
(the "Notes") from non-affiliated parties with the proceeds to be used to
purchase 3 leases in the Raton Basin. The Company authorized the issuance of
notes due October 14, 2002, with interest accrued at 10% interest plus the
issuance of one warrant to purchase common stock at $0.40 per share for each
dollar of principal advanced (the "Warrants"). The Company conditioned the
execution of the Notes and issuance of the Warrants upon the execution of the
Guaranty Agreement between the new President and the Company. The new president
executed two secured promissory notes for a total of $130,000. The notes were
due October 14, 2002, with an interest payment of $13,000 plus the Warrants. The
leases were not delivered as required by the security agreement and the lender
has notified the Company that the loan is in default.

         In October 2002 the Company terminated the Agreement and removed the
new President. The Company made a formal demand under the Guaranty Agreement to
pay the Notes, or otherwise obtain a release of the Company. The Company intends
to rescind the Notes and Warrants due to the non-delivery of leases,
non-compliance with the Board of Directors' authorization, and termination of
the failure of the Plan and Agreement of Reorganization.

         With limited operating capital, the Company has become a "shell"
company. The Company's current business plan is to seek, investigate, and, if
warranted, acquire one or more properties or businesses to enhance shareholder
value. Any business combination or transaction will likely result in a
significant issuance of shares and substantial dilution to present stockholders
of the Company.

         The proposed business activities described herein classify the Company
as a "blank check" company. Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions. In order to comply with these various limitations,
management does not intend to undertake any efforts to sell any additional
securities of the Company, either debt or equity.



<PAGE>


General Business Plan
- ---------------------

         The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business opportunities presented
to it by persons or firms who or which desire to seek the perceived advantages
of a corporation which is registered under the Securities Exchange Act of 1934
(the "Exchange Act"). The Company will not restrict its search to any specific
business; industry or geographical location and the Company may participate in a
business venture of virtually any kind or nature. This discussion of the
proposed business is purposefully general and is not meant to be restrictive of
the Company's virtually unlimited discretion to search for and enter into
potential business opportunities. Management anticipates that it may be able to
participate in only one potential business venture because the Company has
nominal assets and limited financial resources. See Item 7, "Financial
Statements." This lack of diversification should be considered a substantial
risk to shareholders of the Company because it will not permit the Company to
offset potential losses from one venture against gains from another.

         The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service or for other corporate purposes.
The Company may acquire assets and establish wholly owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.

         The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Due to general
economic conditions, rapid technological advances being made in some industries
and shortages of available capital, management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes) for all shareholders and other factors.
Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.

         The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes that the Company will be able to offer
owners of acquisition candidates the opportunity to acquire a controlling
ownership interest in a publicly registered company without incurring the cost
and time required to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant legal and accounting
costs in connection with the acquisition of a business opportunity, including
the costs of preparing Form 8-Ks, 10-Qs or 10-KSBs, agreements and related
reports and documents. The Exchange Act specifically requires that any merger or
acquisition candidate comply with all applicable reporting requirements, which
include providing audited financial statements to be included within the

<PAGE>

numerous filings relevant to complying with the Exchange Act. Nevertheless, the
officers and directors of the Company have not conducted market research and are
not aware of statistical data that would support the perceived benefits of a
merger or acquisition transaction for the owners of a business opportunity.

         The analysis of new business opportunities will be undertaken by, or
under the supervision of, the officers and directors of the Company, none of
whom is a professional business analyst. Management intends to concentrate on
identifying preliminary prospective business opportunities that may be brought
to its attention through present associations of the Company's officers and
directors, or by the Company's shareholders. In analyzing prospective business
opportunities, management will consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of management
services which may be available and the depth of that management; the potential
for further research, development or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed activities
of the Company; the potential for growth or expansion; the potential for profit;
the perceived public recognition or acceptance of products, services or trades;
name identification; and other relevant factors. Officers and directors of the
Company will meet personally with management and key personnel of the business
opportunity as part of their investigation. To the extent possible, the Company
intends to utilize written reports and personal investigation to evaluate the
above factors. The Company will not acquire or merge with any company for which
audited financial statements cannot be obtained within a reasonable period of
time after closing of the proposed transaction.

         Management of the Company, while not especially experienced in matters
relating to the new business of the Company, shall rely upon their own efforts
and, to a much lesser extent, the efforts of the Company's shareholders, in
accomplishing the business purposes of the Company. It is not anticipated that
any outside consultants or advisors, other than the Company's legal counsel and
accountants, will be utilized by the Company to effectuate its business purposes
described herein. However, if the Company does retain such an outside consultant
or advisor, any cash fee earned by such party will need to be paid by the
prospective merger/acquisition candidate, as the Company has no cash assets with
which to pay such obligation. There have been no contracts or agreements with
any outside consultants and none are anticipated in the future.

         The Company will not restrict its search to any specific kind of firms,
but may acquire a venture which is in its preliminary or development stage,
which is already in operation or which is in essentially any stage of its
corporate life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded or may
seek other perceived advantages which the Company may offer.

         It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described herein. Because the Company has no
capital with which to pay these anticipated expenses, the Company's President
will pay these charges with his personal funds, as loans to the Company.
However, the only opportunity that the Company President has to have these loans

<PAGE>

repaid will be from a prospective merger or acquisition candidate. The Company
President has agreed that the repayment of any loans made on behalf of the
Company will not impede, or be made conditional in any manner, on consummation
of a proposed transaction.

         Nevada Revised Statutes provide for the indemnification of its
directors, officers, employees, and agents, under certain circumstances, against
attorney's fees and other expenses incurred by them in any litigation to which
they become a party arising from their association with or activities on behalf
of the Company, which can include liabilities arising under the securities laws.
Therefore, assets of the Company could be used or attached to satisfy any
liabilities subject to such indemnification.

Acquisition of Opportunities
- ----------------------------

         In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture or licensing agreement with another corporation or entity. It may also
acquire stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition, the Company's
directors may, as part of the terms of the acquisition transaction, resign and
be replaced by new directors without a vote of the Company's shareholders or may
sell their stock in the Company. Any and all such sales will only be made in
compliance with the securities laws of the United States and any applicable
state.

         It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has successfully consummated a merger or acquisition and the Company is no
longer considered a "shell" company. Until such time as this occurs, the Company
will not attempt to register any additional securities. The issuance of
substantial additional securities and their potential sale into any trading
market may have a depressive effect on the value of the Company's securities in
the future.

         While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free treatment under the Code, it may be necessary for the owners of
the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company would retain less than
20% of the issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.

          As part of the Company's investigation, officers and directors of the
Company will meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key personnel

<PAGE>

and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. The manner in which the
Company participates in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative negotiation strength of the
Company and such other management.

         With respect to any merger or acquisition, negotiations with target
company management are expected to focus on the percentage of the Company which
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event that the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's then-shareholders. If required to so do under
relevant law, management of the Company will seek shareholder approval of a
proposed merger or acquisition via a Proxy Statement. However, such approval
would be assured where management supports such a business transaction because
management presently controls sufficient shares of the Company to effectuate a
positive vote on the proposed transaction. Further, a prospective transaction
may be structured so that shareholder approval is not required, and the Board of
Directors may effectuate such a transaction without shareholder approval.

         The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.

         As stated hereinabove, the Company will not acquire or merge with any
entity which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The Company
is subject to all of the reporting requirements included in the Exchange Act.
Included in these requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to be filed
with the Securities and Exchange Commission upon consummation of a merger or
acquisition, as well as the Company's audited financial statements included in
its annual report on Form 10-KSB (or 10-K, as applicable). If such audited
financial statements are not available at closing, or within time parameters
necessary to insure the Company's compliance with the requirements of the
Exchange Act, or if the audited financial statements provided do not conform to
the representations made by the candidate to be acquired in the closing
documents, the closing documents will provide that the proposed transaction will
be voidable, at the discretion of the present management of the Company. If such
transaction is voided, the agreement will also contain a provision providing for
the acquisition entity to reimburse the Company for all costs associated with
the proposed transaction.

<PAGE>

Competition
- -----------

         The Company will remain an insignificant participant among the firms
that engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns which have significantly
greater financial and personnel resources and technical expertise than the
Company. In view of the Company's combined extremely limited financial resources
and limited management availability, the Company will continue to be at a
significant competitive disadvantage compared to the Company's competitors.

Employees
- ---------

         The Company is a development stage company and currently has no
employees. Management of the Company expects to use consultants, attorneys and
accountants as necessary, and does not anticipate a need to engage any full-time
employees so long as it is seeking and evaluating business opportunities. The
need for employees and their availability will be addressed in connection with
the decision whether or not to acquire or participate in specific business
opportunities.

         The duties of the president include: (i) managing the administrative
duties of the Company; (ii) regulatory filings; (iii) communicating with
shareholders; (iv) identifying and analyzing investment opportunities; (v)
negotiating and structuring the proposed investments; (vi) drafting acquisition
agreements; (vii) preparing financial statements and completing financial audit
by an independent accountant; (viii) raising funds; (ix) retaining outside
professional services and (x) all other required functions. Under a
month-to-month agreement the Company has agreed to pay the president a
management fee of $5,000 a month for services rendered. See Item 9, "Directors,
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a)
of the Exchange Act."

Investment Company Act of 1940
- ------------------------------

         The Company may participate in a business or opportunity by purchasing,
trading or selling the securities of such business. However, the Company does
not intend to engage primarily in such activities. Specifically, the Company
intends to conduct its activities so as to avoid being classified as an
"Investment Company" under the Investment Company Act of 1940 (the "Investment
Act"), and therefore avoid application of the costly and restrictive
registration and other provisions of the Investment Act and the regulations
promulgated thereunder.

         Section 3(a) of the Investment Act provides the definition of an
"Investment Company" which includes an entity that engages or holds itself out
as being engaged primarily in the business of investing, reinvesting or trading
in securities, or that engages or proposes to engage in the business of
investing, reinvesting, owning, holding or trading "investment securities"
(defined as all securities other than government securities, securities of
majority-owned subsidiaries and certain other securities) the value of which
exceeds 40% of the value of its total assets (excluding government securities,
cash or cash items). The Company intends to implement its business plan in a
manner that will result in the availability of this exception from the
definition of "Investment Company." Consequently, the Company's participation in

<PAGE>

a business or opportunity through the purchase and sale of investment securities
will be limited. In order to avoid classification as an "Investment Company",
the Company will search for, analyze and acquire or participate in a business
opportunity by use of a method that does not involve the acquisition, ownership
or holding of investment securities.

         The Company's plan of business may involve changes in its capital
structure, management, control and business, especially if it consummates a
reorganization as discussed above. Each of these areas is regulated by the
Investment Act, which regulation has the purported purpose of protecting
purchasers of investment company securities. Since the Company will not register
as an investment company, its shareholders will not be afforded these purported
protections.

         The Company intends to vigorously resist classification as an
"Investment Company" and to take advantage of any exemptions or exceptions from
application of the Investment Act, which allows an entity a one-time option
during any three-year period to claim an exemption as a transient investment
company. The necessity of asserting any such resistance, or making any claim of
exemption, could be time-consuming and costly, or even prohibitive, given the
Company's limited resources.

Certain Risks
- -------------

         The Company's business is subject to numerous risk factors, including
the following:

         1. N0 OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The Company has
had no operating history nor any revenues or earnings from operations. The
Company has no significant assets or financial resources. The Company will, in
all likelihood, sustain operating expenses without corresponding revenues, at
least until the consummation of a business combination. This may result in the
Company incurring a net operating loss which will increase continuously until
the Company can consummate a business combination with a profitable business
opportunity. There is no assurance that the Company can identify such a business
opportunity and consummate such a business combination.

         2. SPECUALTIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The success of
the Company's proposed plan of operation would depend to a great extent on the
operations, financial condition and management of the identified business
opportunity. While management intends to seek business combination(s) with
entities having established operating histories, there can be no assurance that
the Company will be successful in locating candidates meeting such criteria. In
the event the Company completes a business combination, of which there can be no
assurance, the success of the Company's operations may be dependent upon
management of the successor firm or venture partner firm and numerous other
factors beyond the Company's control.

         3. SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS. The Company is and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including venture capital firms, are active in
mergers and acquisitions of companies which may be desirable target candidates
for the Company. Nearly all such entities have significantly greater financial

<PAGE>

resources, technical expertise and managerial capabilities than the Company and,
consequently, the Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination. Moreover, the Company will also compete in seeking merger or
acquisition candidates with numerous other small public companies.

         4. NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION AND NO
STANDARDS FOR BUSINESS COMBINATION. The Company has no arrangement, agreement or
understanding with respect to engaging in a merger with, joint venture with or
acquisition of, a private or public entity. There can be no assurance that the
Company will be successful in identifying and evaluating suitable business
opportunities or in concluding a business combination. Management has not
identified any particular industry or specific business within an industry for
evaluation by the Company. There is no assurance that the Company will be able
to negotiate a business combination on terms favorable to the Company. The
Company has not established a specific length of operating history or a
specified level of earnings, assets, net worth or other criteria which it will
require a target business opportunity to have achieved, and without which the
Company would not consider a business combination in any form with such business
opportunity. Accordingly, the Company may enter into a business combination with
a business opportunity having no significant operating history, losses, limited
or no potential for earnings, limited assets, negative net worth or other
negative characteristics.

         5. CONTINUED MANAGEMENT CONTROL AND LIMITED TIME AVAILABILITY. While
seeking a business combination, management anticipates devoting limited time to
the business of the Company. None of the Company's officers has entered into a
written employment agreement with the Company and none is expected to do so in
the foreseeable future. The Company has not obtained key man life insurance on
any of its officers or directors. Notwithstanding the combined limited
experience and time commitment of management, loss of the services of any of
these individuals would adversely affect development of the Company's business
and its likelihood of continuing operations.

         6. CONFLICT OF INTEREST - GENERAL. Certain officers and directors of
the Company may in the future participate in business ventures that could be
deemed to compete directly with the Company. Additional conflicts of interest
and non-arms length transactions may also arise in the future in the event the
Company's officers or directors are involved in the management of any firm with
which the Company transacts business. The Company's Board of Directors has
adopted a policy that the Company will not seek a merger with, or acquisition
of, any entity in which management serve as officers or directors, or in which
they or their family members own or hold a controlling ownership interest.
Although the Board of Directors could elect to change this policy, the Board of
Directors has no present intention to do so. See Item 9, "Directors, Executive
Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
Exchange Act - Conflicts of Interest."

         7. REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Sections
13 and 15(d) of the Exchange Act require companies subject thereto to provide
certain information about significant acquisitions, including certified

<PAGE>

financial statements for the company acquired, covering one, two or three years,
depending on the relative size of the acquisition. The time and additional costs
that may be incurred by some target entities to prepare such statements may
significantly delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company. Acquisition prospects that do not have or
are unable to obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the Exchange Act are
applicable.

         8. LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The Company has
neither conducted, nor have others made available to it, results of market
research indicating that market demand exists for the transactions contemplated
by the Company. Moreover, the Company does not have, and does not plan to
establish, a marketing organization. Even in the event demand is identified for
a merger or acquisition contemplated by the Company, there is no assurance the
Company will be successful in completing any such business combination.

         9. LACK OF DIVERSIFICATION. The Company's proposed operations, even if
successful, will in all likelihood result in the Company engaging in a business
combination with a business opportunity. Consequently, the Company's activities
may be limited to those engaged in by the business opportunity or opportunities
that the Company merges with or acquires. The Company's inability to diversify
its activities into a number of areas may subject the Company to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.

         10. REGULATION. Although the Company will be subject to regulation
under the Exchange Act, management believes the Company will not be subject to
regulation under the Investment Company Act of 1940, insofar as the Company will
not be engaged in the business of investing or trading in securities. In the
event the Company engages in business combinations which result in the Company
holding passive investment interests in a number of entities, the Company could
be subject to regulation under the Investment Company Act of 1940. In such
event, the Company would be required to register as an investment company and
could be expected to incur significant registration and compliance costs. The
Company has obtained no formal determination from the Securities and Exchange
Commission as to the status of the Company under the Investment Company Act of
1940 and, consequently, any violation of such Act would subject the Company to
material adverse consequences.

         11. PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination
involving the issuance of the Company's Common Stock will, in all likelihood,
result in shareholders of a private company obtaining a controlling interest in
the Company. Any such business combination may require management of the Company
to sell or transfer all or a portion of the Company's Common Stock held by them,
or resign as members of the Board of Directors of the Company. The resulting
change in control of the Company could result in removal of one or more present
officers and directors of the Company and a corresponding reduction in or
elimination of their participation in the future affairs of the Company.

<PAGE>

         12. REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS
COMBINATION. The Company's primary plan of operation is based upon a business
combination with a private concern which, in all likelihood, would result in the
Company issuing securities to shareholders of any such private company. The
issuance of previously authorized and unissued shares of Common Stock of the
Company would result in a reduction in the percentage of shares owned by present
and prospective shareholders of the Company and may result in a change in
control or management of the Company.

         13. DISADVANTAGE OF BLANK CHECK OFFERING. The Company may enter into a
business combination with an entity that desires to establish a public trading
market for its shares. A business opportunity may attempt to avoid what it deems
to be adverse consequences of undertaking its own public offering by seeking a
business combination with the Company. Such consequences may include, but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering, loss of voting control to public shareholders
and the inability or unwillingness to comply with various federal and state laws
enacted for the protection of investors.

          14. TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination the Company may
undertake. Currently, such transactions may be structured so as to result in
tax-free treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory requirements of a tax-free reorganization or that the
parties will obtain the intended tax-free treatment upon a transfer of stock or
assets. A non-qualifying reorganization could result in the imposition of both
federal and state taxes that may have an adverse effect on both parties to the
transaction.

         15. REQUIREMENT OF AUDITED FINANCAIL STATEMETNS MAY DISQUALIFY BUSINESS
OPPORTUNITIES. Management of the Company believes that any potential business
opportunity must provide audited financial statements for review, for the
protection of all parties to the business combination. One or more attractive
business opportunities may choose to forego the possibility of a business
combination with the Company, rather than incur the expenses associated with
preparing audited financial statements.


ITEM 2.  DESCRIPTION OF PROPERTY.
- ---------------------------------

         The Company has no property and at this time has no agreements to
acquire any properties. The Company intends to attempt to acquire assets or a
business in exchange for its securities which assets or business is determined
to be desirable for its objectives.

         The Company currently maintains an office at 462 Stevens Avenue, Suite
308, Solana Beach, California 92075. The Company pays $750 per month for an
office and all related expenses including receptionist, clerical and technical
support, office supplies, telephone, computer, etc.

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS
- --------------------------

         The Company is not a party to any pending legal proceedings, and no
such proceedings are known to be contemplated.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------

         No matters were submitted by the Company to a vote of the Company's
shareholders through the solicitation of proxies or otherwise.


                                     PART II

ITEM 5. MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER
- ------------------------------------------------------------------------------
SHAREHOLDER MATTERS
- -------------------

         (a) The Company's shares of common stock began trading on the
Over-the-Counter Bulletin Board (the "OTCCB") on December 8, 1998 under the
symbol "BIAN". In October 1999, due to the change in Rule 15c2-11, the Company
was reduced to trading in the "Pink Sheets" because it did not have an effective
Form 10SB. In August 1999 the Company's Form 10SB become effective. A Form 211
application was accepted by the NASD Regulations, Inc. and the Company's shares
of common stock began trading on the OTCCB in June 2002. The prices set forth on
the next page represent closing prices for 2002 and 2001.


                                   High                           Low
                                   ----                           ---
                 2002
                 ----

First Quarter                      $ 0.11                         $ 0.05

Second Quarter                     $ 0.08                         $ 0.031

Third Quarter                      $ 0.38                         $ 0.05

Fourth Quarter                     $ 0.25                         $ 0.03

                 2001
                 ----

First Quarter                      $ 0.04                         $ 0.03

Second Quarter                     $ 0.10                         $ 0.075

Third Quarter                      $ 0.12                         $ 0.07

Fourth Quarter                     $ 0.07                         $ 0.05


<PAGE>

        (b)    As of  December  31,  2002  were 58  holders  of  records  of the
               Company's common stock.

        (c)    No  dividends  have been either  declared or paid to date and the
               Company's Board of Directors does not anticipate paying dividends
               in the foreseeable future.

         Effective August 11, 1993, the Securities and Exchange Commission (the
"Commission") adopted Rule 15g-9, which established the definition of a "penny
stock," for purposes relevant to the Company, as any equity security that has a
market price of less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions. For any transaction involving a
penny stock, unless exempt, the rules require: (i) that a broker or dealer
approve a person's account for transactions in penny stocks; and (ii) that the
broker or dealer receive from the investor a written agreement to the
transaction, setting forth the identity and quantity of the penny stock to be
purchased. In order to approve a person's account for transactions in penny
stocks, the broker or dealer must (i) obtain financial information and
investment experience and objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that person
and that person has sufficient knowledge and experience in financial matters to
be capable of evaluating the risks of transactions in penny stocks. The broker
or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the Commission relating to the penny stock
market, which, in highlight form, (i) sets forth the basis on which the broker
or dealer made the suitability determination; and (ii) states that the broker or
dealer received a signed, written agreement from the investor prior to the
transaction. Disclosure also has to be made about the risks of investing in
penny stock in both public offerings and in secondary trading, and about
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.

         In order to be included in NASDAQ's SmallCap Market, a company must
satisfy the requirements summarized in this paragraph. A company must meet one
or more of the following three requirements: (i) net tangible assets of $4
million ($2 million for continued inclusion); (ii) have a market capitalization
of $50 million ($35 million for continued inclusion); or (iii) have net income
(in the latest fiscal year or two of the last three fiscal years) of $750,000
($500,000 for continued inclusion). In addition, a company must also satisfy the
following requirements: (i) 1 million shares in the public float (500,000 for
continued inclusion); (ii) $5 million of market value of the public float ($1
million for continued inclusion); (iii) a minimum bid price of $4 ($1 for
continued inclusion); (iv) three market makers (two for continued inclusion);
(v) 300 (round lot) shareholders; (vi) an operating history of one year or
market capitalization of $50 million; and (vii) certain corporate governance
standards.

         Management intends to strongly consider undertaking a transaction with
any merger or acquisition candidate that will allow the Company's securities to
be traded without the aforesaid limitations. However, there can be no assurance
that, upon a successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange, or be able to

<PAGE>

maintain the maintenance criteria necessary to insure continued listing. The
failure of the Company to qualify its securities or to meet the relevant
maintenance criteria after such qualification in the future may result in the
discontinuance of the inclusion of the Company's securities on a national
exchange. In such event, trading, if any, in the Company's securities may then
continue in the non-NASDAQ over-the-counter market. As a result, a shareholder
may find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, the Company's securities.

Holders
- -------

         There are approximately 58 record holders of the Company's Common
Stock. 3,930,250 shares Company's Common Stock are issued and outstanding. An
aggregate of 1,642,450 shares are "free-trading" securities and 2,287,800 shares
are "restricted" securities.

Dividends
- ---------

         The Company has not paid any dividends to date, and has no plans to do
so in the immediate future.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS OR PLAN OF OPERATIONS
- -----------------------------------------------------------------------------

Plan of Operation
- -----------------

         The Company intends to seek to acquire assets or shares of an entity
actively engaged in business that generates revenues, in exchange for its
securities. The Company has no particular acquisitions in mind and has not
entered into any negotiations regarding such an acquisition. As of the date of
this report, the Company has no plans, arrangements, understandings or
commitments with respect to any potential merger or acquisition, nor is the
Company engaged in negotiations with respect to such matter. For a complete
description of the Company's plan of operation, see Item 1, "Description of
Business."

         If required to so do under relevant law, management of the Company will
seek shareholder approval of a proposed merger or acquisition via a Proxy
Statement. However, such approval would be assured where management supports
such a business transaction because management presently controls sufficient
shares of the Company to effectuate a positive vote on the proposed transaction.
Further, a prospective transaction may be structured so that shareholder
approval is not required, and the Board of Directors may effectuate such a
transaction without shareholder approval. While any disclosure, which may be
provided to shareholders, may include audited financial statements of such a
target entity, there is no assurance that such audited financial statements will
be available. The Board of Directors does intend to obtain certain assurances of
value of the target entity assets prior to consummating such a transaction, with
further assurances that an audited statement would be provided within 60 days
after closing of such a transaction. Closing documents relative thereto will

<PAGE>

include representations that the value of the assets conveyed to or otherwise so
transferred will not materially differ from the representations included in such
closing documents, or the transaction will be voidable.

Results of Operations Comparison For The Year 2002 And 2001
- -----------------------------------------------------------

         The Company had no revenues in 2002 and 2001. In 2002 the Company
incurred $207,166 in expenses compared to $80,809 in 2001.

         The $207,166 of expenses in 2002 included a provision for bad debt of
$130,000; $60,000 as a management fee to the President, $9,000 for an office and
related expenses; $6,760 for the legal and accounting services related to the
preparation of regulatory reports and $1,203 paid to the California Franchise
Tax Board. An additional $13,000 was recorded as accrued interest expense
associated with the notes payable. The $80,809 of expenses in 2001 included
$60,000 as a management fee to the President, $9,000 for an office and related
expenses; $7,931 for the legal and accounting services related to the
preparation of regulatory reports and $2,558 paid to the California Franchise
Tax Board.

         The net operating loss in 2002 was ($220,166) as compared to ($80,809)
in 2001. The net loss per share each year was ($0.06) in 2002 and ($0.02) in
2001.

Results of Operations Comparison For The Year 2001 And 2000
- -----------------------------------------------------------

         The Company had no revenues in 2001 and 2000. In 2001 the Company
incurred $80,809 in expenses compared to $80,893 in 2000.

         The $80,809 of expenses in 2001 included $60,000 as a management fee to
the President, $9,000 for an office and related expenses; $7,931 for the legal
and accounting services related to the preparation of regulatory reports and
$2,558 paid to the California Franchise Tax Board. The $80,893 of expenses in
2000 included $60,000 as a management fee to the President, $9,000 for an office
and related expenses; $5,320 for financial coverage and $5,118 for the legal and
accounting services related to the preparation of regulatory reports.

         The net operating loss in 2001 was ($80,809) as compared to ($80,893)
in 2000. The net loss per share each year was ($0.02) in 2001 and ($0.03) in
2000.

         The Company remains in the development stage. From the period of
inception to December 31, 2002 Company has incurred an accumulated lost of
$950,953. The Company has no liquidity or liquid assets at this time, which
raises substantial doubt about the Company's ability to continue as a going
concern unless it is able to generate sufficient cash flows to meet its
obligations and sustain operations. To meet required current operating expenses
the Company's principal shareholder is advancing funds on an interim basis. No
commitments to provide additional funds have been made by management or other
stockholders. Accordingly, there can be no assurance that any additional funds
will be available to the Company to allow it to cover its expenses and complete
a business combination.

<PAGE>

         The Company anticipates that until a business combination is completed
with an acquisition candidate it will not generate revenues and will incur a
loss as a result of expenses associated with regulatory filings and evaluating
acquisition candidates. Depending upon the performance of the acquired business
it may continue to operate at a loss after completing a business combination.
The Company cannot predict to what extent its liquidity and capital resources
will be diminished prior to the consummation of a business combination or
whether its capital will be further depleted by the operating losses (if any) of
the business entity which the Company may eventually acquire.

ITEM 7.  FINANCIAL STATEMENTS.
- ------------------------------

         The information required by Item 8 is submitted as a separate section
of this report beginning on page F-1.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
- -------------------------------------------------------

         None.


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
- ----------------------------------------------------------------------
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
- --------------------------------------------------

         Set forth below is certain information concerning the directors and
executive officers of the Company as of the date of filing this report.


NAME                          Age               POSITION HELD
- ----                          ---               -------------

Leonard Viejo                 53                President, Secretary, Chief
                                                Financial Officer and Director

John T. Bigley                54                Director

Steven H. Wilhelm             53                Director

         Officers are appointed by and serve at the discretion of the Board of
Directors. Each director holds office until the next annual meeting of
shareholders or until a successor has been duly elected and qualified. Each of
the Company's officers and directors devotes only such time as is available to
the business of the Company. There are no family relationships between any
directors or executive officers of the Company.

<PAGE>

Biographical Information

         LEONARD VIEJO, Director and President as of November 25, 1998, age 53,
is President of ASTRUM Utility Services, LLC ("ASTRUM") (1997-Present) and Vice
President in the investment banking firm of Kinsell, Newcomb & De Dios, Inc.
("Kinsell") (1994-Present). ASTRUM develops strategic business approaches for
municipal utility analysis, formation, development, implementation and
operation. Mr. Viejo also leads the utility financing and acquisition practice
for Kinsell. The firm has designed and marketed, as a lead and a participating
underwriter, over $4 billion in financings. Prior to joining Kinsell, Mr. Viejo
was a financial executive reporting to the Chairman/CEO and served on the
executive council of Sempra Energy, an energy management company. Sempra
Energy's revenues in 2002 were $6.0 billion. During his tenure in the industry,
he has structured innovative and cost effective financing transactions; and
successfully negotiated strategic business alliances. Prior to joining the
utility profession, Mr. Viejo earned his CPA and worked as a manager with Ernst
& Young. He graduated with honors from the University of Pennsylvania, Wharton
School of Finance and Commerce and Northwestern University, Kellogg Graduate
School of Management.

         JOHN T. BIGLEY, Director as of May 15, 2001, age 54, is a Regional
Manager for Satyam Computer Services, Ltd. ("Satyam") (1999-present). Satyam
offers software application development services to large corporations. Satyam's
revenues in 2002 were approximately $350 million. Prior to joining Satyam, Mr.
Bigley was a Business Development Executive with Amherst Corporate Sales &
Solutions ("Amherst") (1997-1999). Amherst provides comprehensive, efficient,
and reliable resources to acquire computer technology products, services and
information for its clients. Prior to joining Amherst, Mr. Bigley was Executive
Vice President of Urban Systems Associates. ("Urban Systems") (1996-1997). Urban
Systems was a start up company that successfully developed a software program
that predicted the clinical outcomes of patient care for heart attach victims.
Prior to joining Urban Systems he was the Vice President of National Sales for
Achievement Resources International ("Achievement Resources") (1994-1996).
Achievement Resources, a start-up venture, distributed personal interest and
self-help videos. Prior to joining Achievement Resources Mr. Bigley was a
principal in Strategic Sales & Marketing, a start-up manufactures representative
firm that focused on placing consumer electronic and computer equipment to
electronic superstore and mass merchant channels. Prior to joining Strategic
Sales & Marketing, he was National Manager of Market Requirements for Epson
America, Inc. the world's leading printer manufacturer with annual sales
exceeding $1 billion. (1988-1993). Mr. Bigley graduated from Eastern New Mexico
University where he majored in marketing.

     STEVEN H. WILHELM,  Director as of May 15, 2001, age 53, has practiced law
for 29 years. He established Steven H. Wilhelm, A Professional Corporation in
1979.  The firm specializes in business litigation, business transactions,
intellectual property, asset protection and international tax planning.  The
firm's annual billings are less than $1 million.  Mr. Wilhelm is a member of the
California and Kansas Bar Association.  He received his Bachelor of Science
Degree and Juris  Doctorate Degree from the University of Kansas.  Steven H.
Wilhelm, APC provides legal services to the Company.

<PAGE>

Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------

          Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires that the Company's officers and directors, and persons who own
more than ten percent of a registered class of the Company's equity securities,
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. Officers, directors and greater than ten percent
stockholders are required by regulation to furnish to the Company copies of all
Section 16(s) forms they file.

Conflicts of Interest
- ---------------------

          Members of the Company's management are associated with other firms
involved in a range of business activities. Consequently, there are potential
inherent conflicts of interest in their acting as officers and directors of the
Company. Insofar as the officers and directors are engaged in other business
activities, management anticipates it will devote only a limited amount of time
to the Company's affairs, including filing regulatory reports and screening and
assessing and, if warranted, negotiating to acquire business opportunities.

         The Company's Board of Directors has adopted a policy that the Company
will not seek a merger with, or acquisition of, any entity in which any officer
or director serves as an officer or director or in which they or their family
members own or hold a controlling ownership interest. Although the Board of
Directors could elect to change this policy, the Board of Directors has no
present intention to do so.

         The Company's officers and directors may actively negotiate or
otherwise consent to the purchase of a portion of their common stock as a
condition to, or in connection with, a proposed merger or acquisition
transaction. It is anticipated that a substantial premium over the initial cost
of such shares may be paid by the purchaser in conjunction with any sale of
shares by the Company's officers and directors which is made as a condition to,
or in connection with, a proposed merger or acquisition transaction. The fact
that a substantial premium may be paid to the Company's officers and directors
to acquire their shares creates a potential conflict of interest for them in
satisfying their fiduciary duties to the Company and its other shareholders.
Even though such a sale could result in a substantial profit to them, they would
be legally required to make the decision based upon the best interests of the
Company and the Company's other shareholders, rather than their own personal
pecuniary benefit.

         There can be no assurance that management will resolve all conflicts of
interest in favor of the Company.


<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION.
- --------------------------------

<TABLE>
<CAPTION>

                    SUMMARY COMPENSATION TABLE OF EXECUTIVES
                    ----------------------------------------

                                                  Annual Compensation                        Awards

                                                                                           Restricted         Securities
Name and                                                              Other Annual            Stock           Underlying
Principal                             Salary          Bonus           Compensation          Award(s)           Options/
Position                  Year         ($)             ($)                ($)                  ($)             SARs (#)
- --------                  ----         ---             ---                ---                  ---             --------
<S>                       <C>           <C>             <C>             <C>                     <C>                <C>
Leonard Viejo,            2001          0               0               60,000 *                0                  0
President, Secretary
and Chief Financial
Officer

Leonard Viejo,            2002          0               0               60,000*                 0                  0
President, Secretary
and Chief Financial
Officer
</TABLE>

(*)  - See Item 12 "Certain Relationships and Related Transactions"


<TABLE>
<CAPTION>

Directors' Compensation
- -----------------------
                                                                                                        Number of
                                                                                                       Securities
                                   Annual                       Consulting                             Underlying
                                Retainer Fee      Meeting    Fees/Other Fees    Number of Shares       Options SAR
Name                                 ($)         Fees ($)           ($)                (#)                 (#)
- ----                                 ---         --------           ---                ---             -----------
<S>                                   <C>            <C>             <C>                <C>                 <C>
A. Director                           0              0               0                  0                   0
   Leonard Viejo

B. Director                           0              0               0                  0                   0
   John T. Bigley

C. Director                           0              0               0                  0                   0
   Steven H. Wilhelm
</TABLE>

Option/SAR Grants Table (None)

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR value
(None)

Long Term Incentive Plans - Awards in Last Fiscal Year (None)

The Company has no stock option, retirement, pension, or profit-sharing programs
for the benefit of directors, officers or other employees, but the Board of
Directors may recommend adoption of one or more such programs in the future.

         It is possible that, after the Company successfully consummates a
merger or acquisition with an unaffiliated entity, that entity may desire to
employ or retain one or a number of members of the Company's management for the
purposes of providing services to the surviving entity, or otherwise provide
other compensation to such persons. However, the Company has adopted a policy
whereby the offer of any post-transaction remuneration to members of management
will not be a consideration in the Company's decision to undertake any proposed
transaction. Each member of management has agreed to disclose to the Company's
Board of Directors any discussions concerning possible compensation to be paid
to them by any entity which proposes to undertake a transaction with the Company
and further, to abstain from voting on such transaction. Therefore, as a
practical matter, if each member of the Company's Board of Directors were
offered compensation in any form from any prospective merger or acquisition
candidate, the proposed transaction would not be approved by the Company's Board
of Directors as a result of the inability of the Board to affirmatively approve
such a transaction.


<PAGE>


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
- ------------------------------------------------------------------------

         The following table sets forth, as of the date of this Registration
Statement, the number of shares of common stock owned of record and beneficially
by executive officers, directors and persons who hold 5.0% or more of the
outstanding common stock of the Company. Also included are the shares held by
all executive officers and directors as a group.


<TABLE>
<CAPTION>
                                                                                 NUMBER OF
SHAREHOLDERS BENEFICIAL OWNERS                                                      SHARES         PERCENTAGE
- ------------------------------                                                      ------         ----------
<S>                                                                              <C>                  <C>
Cede & Co.
Box 20 Bowling Green Station
New York, New York  10004                                                        1,234,075            31.4%

Leonard Viejo, President, Secretary, Chief Financial
Officer & Director
462 Stevens Avenue, Suite 308                                                    2,100,000            53.4%
Solana Beach, CA 92075

John T. Bigley, Director
4008 Holland Avenue, Unit D
Dallas, Texas 75219                                                                      0               0%

Steven H. Wilhelm, Director
1620 Fifth Avenue, Suite 770
San Diego, CA  92101                                                                     0               0%
                                                                                 ---------            -----          --

All directors and executive
Officers as a group (3 persons)                                                  2,100,000            53.4%
                                                                                 =========            =====
</TABLE>

Each principal shareholder has sole investment power and sole voting power over
the shares.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
- -------------------------------------------------------

         Leonard Viejo, President, was issued 2,100,000 shares of common stock
at $0.02 per share on May 16, 2001 as the forgiveness of $42,000 of indebtedness
for notes payable, accrued expenses. Prior to May 16, 2001 the stock last traded
for $0.02 per shares on April 4, 2001.

         The Company's current business address is at the office of the
President of the Company. The Company has agreed to pay $750 per month for an
office and all related expenses to a non-affiliate. It is likely that the
Company will establish and maintain a different office after completion of a
business combination.

         Although management has no current plans to cause the Company to do so,
it is possible that the Company may enter into an agreement with an acquisition
candidate requiring the sale of all or a portion of the common stock held by the
Company's current stockholders to the acquisition candidate or principals
thereof, or to other individuals or business entities, or requiring some other

<PAGE>

form of payment to the Company's current stockholders, or requiring the future
employment of specified officers and payment of salaries to them. It is more
likely than not that any sale of securities by the Company's current
stockholders to an acquisition candidate would be at a price substantially
higher than that originally paid by such stockholders. Any payment to current
stockholders in the context of an acquisition involving the Company would be
determined entirely by the largely unforeseeable terms of a future agreement
with an unidentified business entity.

         Repayment of the outstanding debts of the company will undoubtedly be a
criteria which will be required to be satisfied by any target company. This of
course will require cash to be provided for such repayment of debts. The cash
would have to be provided either by the target company, or by a private
placement to new investors concurrent with the target company transaction. The
requirement of cash availability to pay old debt can be, and often is, a factor,
which discourages, impairs, or precludes the Company from either negotiations
with a target company, or completion of a transaction with a target company.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
- ------------------------------------------

(a)         No Exhibits are filed with this Annual Report.

(b)         Form 8-K was filed on October 8, 2002.


ITEM 14.  CONTROLS AND PROCEDURES
- ---------------------------------

The management of the company has evaluated the effectiveness of the issuer's
disclosure controls and procedures as of a date within 90 days prior to the
filing date of the report (evaluation date) and have concluded that the
disclosure controls and procedures are adequate and effective based upon their
evaluation as of the evaluation date.

There were no significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of the most
recent evaluation of such, including any corrective actions with regard to
significant deficiencies and material weaknesses.


<PAGE>



                                   SIGNATURES:

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                 BIO-AMERICAN CAPITAL CORPORATION


DATED:  April 22, 2003           By: /s/ Leonard Viejo
                                     ---------------------------
                                     Leonard Viejo
                                     President/Secretary/Chief Financial Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
is signed below by the following persons on behalf of the Registrant in the
capacities and on the dates indicated.



                                      By: /s/ Leonard Viejo
DATED:  April 22, 2003                    -----------------------------
                                          Leonard Viejo
                                          Director

                                      By: /s/ John T. Bigley
DATED:  April 22, 2003                    -----------------------------
                                          John T. Bigley
                                          Director

                                      By: /s/ Steven H. Wilhelm
DATED: April 22, 2003                     -----------------------------
                                          Steven H. Wilhelm
                                          Director




<PAGE>

                       CERTIFICATION PURSUANT TO SECTION
                         302 OF THE SARBANES OXLEY ACT


I, Leonard Viejo, certify that:

1. I have reviewed this annual report on Form 10-KSB of Bio-American Capital
Corp.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

<PAGE>

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: April 22, 2003


/s/ Leonard Viejo
- -----------------------
Leonard Viejo, CEO & CFO


<PAGE>


                        BIO-AMERICAN CAPITAL CORPORATION
                          (A Development Stage Company)



                          Index to Financial Statements


FINANCIAL STATEMENTS FOR THE PERIOD MAY 5, 1992 (INCEPTION) TO DECEMBER 31, 2002


Auditors Report                                              F-2

Balance Sheet                                                F-3

Statements of Operations                                     F-4

Statements of Cash Flows                                     F-5

Statements of Stockholders' Equity                           F-6

Notes to Financial Statements                                F-7 - F-10







                                      F-1

<PAGE>

                          Michael Johnson & Co., LLC.
                             9175 Kenyon Ave., #100
                                Denver, CO 80237
                              Phone: 303-796-0099
                               Fax: 303-796-0137




                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors of
Bio-American Capital Corporation
Solana Beach, CA


We have audited the accompanying balance sheets of Bio-American Capital
Corporation (A Development Stage Company) as of December 31, 2002 and 2001, and
the related statements of operations, changes in stockholders' equity, and cash
flows for the years then ended and for the period May 5, 1992 (inception) to
December 31, 2002. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bio-American Capital Corp., as
of December 31, 2002 and 2001 and the results of their operations and their cash
flows for the years then ended and for the period May 5, 1992 (inception) to
December 31, 2002 in conformity with accounting principles generally accepted in
the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 7 to the
financial statements, conditions exist which raise substantial doubt about the
Company's ability to continue as a going concern unless it is able to generate
sufficient cash flows to meet its obligations and sustain its operations. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


/s/ Michael Johnson & Co., LLC.
Denver, Colorado
March 22, 2003



                                      F-2

<PAGE>

<TABLE>
<CAPTION>


                           BIO-AMERICAN CAPITAL CORP.
                         (A Development Stage Company)
                                 Balance Sheets
                           December 31, 2002 and 2001


                                                                       2002               2001
                                                                   -------------      -------------
<S>                                                                <C>                <C>
ASSETS:

Current Assets:
  Cash                                                                     $ 58               $ 99
                                                                   -------------      -------------
Total Current Assets                                                         58                 99
                                                                   -------------      -------------

Other Assets:
  Notes Receivable                                                            -                  -
                                                                   -------------      -------------
Total Other Assets                                                            -                  -
                                                                   -------------      -------------

TOTAL ASSETS                                                               $ 58               $ 99
                                                                   =============      =============

LIABILITIES & STOCKHOLDERS' DEFICIT:

Current Liabilities:
 Accounts payable                                                      $254,198           $180,773
 Accrued liabilities and interest                                        19,800              3,100
 Notes payable                                                          130,000                  -
                                                                   -------------      -------------
  Total Current Liabilities                                             403,998            183,873
                                                                   -------------      -------------



   Stockholders' Deficit:
     Common stock, par value $0.001; 100,000,000
       shares authorized; 3,930,250 shares issued and
       outstanding for 2002 and 2001 respectively                         3,930              3,930
   Additional paid-in capital                                           543,083            543,083
   Accumulated deficit during the development stage                    (950,953)          (730,787)
                                                                   -------------      -------------
Total Stockholders' Deficit                                            (403,940)          (183,774)
                                                                   -------------      -------------


TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                                  $ 58               $ 99
                                                                   =============      =============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-3

<PAGE>

<TABLE>
<CAPTION>

                                       BIO-AMERICAN CORP.
                                 (A Development Stage Company)
                                    Statements of Operations

                                                                                                    For the
                                                                                                     Period
                                                                                                  May 5, 1992
                                                                       Year Ended               (Inception) to
                                                                      December 31,                December 31,
                                                                 2002              2001               2002
                                                             -------------     -------------     ---------------
<S>                                                          <C>               <C>               <C>
REVENUE:                                                              $ -               $ -                 $ -

EXPENSES:
   Provision for bad debt                                         130,000                 -             583,432
   Amortization                                                         -                 -                 500
   Professional expenses                                            6,310            11,679              63,832
   Management fees                                                 60,000            60,000             250,000
   Other                                                            1,856               130               4,231
   Office expenses                                                  9,000             9,000              37,500
                                                             -------------     -------------     ---------------
Total Expenses                                                    207,166            80,809             939,495
                                                             -------------     -------------     ---------------
OTHER INCOME/ EXPENSES
  Interest income                                                       -                 -               3,372
  Interest expense                                                (13,000)                -             (13,000)
  Other expenses                                                        -                 -              (1,830)
                                                             -------------     -------------     ---------------
Total Other Income/Expenses                                       (13,000)                -             (11,458)
                                                             -------------     -------------     ---------------
NET LOSS                                                        $(220,166)         $(80,809)         $ (950,953)
                                                             =============     =============     ===============

Net loss per share                                                $ (0.06)          $ (0.02)
                                                             -------------     -------------
Weighted average shares outstanding                             3,930,250         3,930,250
                                                             =============     =============

</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-4

<PAGE>

<TABLE>
<CAPTION>


                                BIO-AMERICAN CAPITAL CORP.
                              (A Development Stage Company)
                                 Statements of Cash Flows

                                     Indirect Method

                                                                                                     For the
                                                                                                     Period
                                                                                                   May 5, 1992
                                                                Year Ended                        (Inception) to
                                                                 December 31,                     December 31,
                                                                   2002             2001              2002
                                                               -------------     ------------     --------------
<S>                                                            <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Loss                                                      $ (220,166)        $(80,809)        $ (950,953)
   Adjustments to reconcile net loss to net cash
    used in operating activities
    Amortization                                                          -                -                500
    Stock issued for accrued liabilities                                  -                -             25,500
    Provision for bad debt                                          130,000                -            583,432
    Changes in assets and liabilities:
     Increase in accounts payable                                    73,425           77,931            254,198
     Increase in accrued liabilities                                 16,700            2,950             19,800
                                                               -------------     ------------     --------------
   Total adjustments                                                220,125           80,881            883,430
                                                               -------------     ------------     --------------
Net Cash Used in Operating Activities                                   (41)              72            (67,523)
                                                               -------------     ------------     --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Notes receivable                                              (130,000)               -           (583,432)
     Incorporation costs                                                  -                -               (500)
                                                               -------------     ------------     --------------
Net Cash Used in Investing Activities                              (130,000)               -           (583,932)
                                                               -------------     ------------     --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from sale of common stock                                   -                -            505,013
     Proceeds from notes payables                                   130,000                -            146,500
                                                               -------------     ------------     --------------
Net Cash Provided by Financing Activities                           130,000                -            651,513
                                                               -------------     ------------     --------------
(Decrease) Increase in cash                                             (41)              72                 58

Cash at beginning of period                                              99               27                  -
                                                               -------------     ------------     --------------
Cash at end of period                                                  $ 58             $ 99               $ 58
                                                               =============     ============     ==============

Supplemental Disclosures
 Cash paid during the year for:
     Interest                                                           $ -              $ -                $ -
                                                               -------------     ------------     --------------
     Taxes                                                              $ -              $ -                $ -
                                                               -------------     ------------     --------------

Noncash investing and financing activities:
 Issuance of common stock in exchange for
  for cancellation of note payable of $16,500 and
                                                               -------------     ------------     --------------
  accrued expenses of $25,500.                                          $ -         $ 42,000           $ 42,000
                                                               -------------     ------------     --------------
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-5

<PAGE>

<TABLE>
<CAPTION>

                                           BIO-AMERICAN CAPITAL CORP.
                                         (A Development Stage Company)
                             Statement of Changes in Stockholders' Equity (Deficit)


                                                                                               Deficit
                                                                                             Accumulated
                                                                               Additional     During the         Total
                                                        Common Stock            Paid-In        Development    Stockholders'
                                                    Shares         Amount       Capital         Stage            Equity
                                                  ------------    ----------   -----------   -------------    -------------
<S>                                               <C>             <C>          <C>           <C>              <C>

Balance - May 5, 1992                                       -           $ -           $ -             $ -              $ -
                                                  ------------    ----------   -----------   -------------    -------------
Balance - December 31, 1992                                 -             -             -               -                -
                                                  ------------    ----------   -----------   -------------    -------------
Issuance to Founders for Cash                          39,000            39         7,761               -            7,800
Net Loss                                                    -             -             -          (1,285)          (1,285)
                                                  ------------    ----------   -----------   -------------    -------------
Balance - December 31, 1993                            39,000            39         7,761          (1,285)           6,515
                                                  ------------    ----------   -----------   -------------    -------------
Net Loss                                                    -             -             -          (2,732)          (2,732)
                                                  ------------    ----------   -----------   -------------    -------------
Balance - December 31, 1994                            39,000            39         7,761          (4,017)           3,783
                                                  ------------    ----------   -----------   -------------    -------------
Net Loss                                                    -             -             -          (3,583)          (3,583)
                                                  ------------    ----------   -----------   -------------    -------------
Balance - December 31, 1995                            39,000            39         7,761          (7,600)             200
                                                  ------------    ----------   -----------   -------------    -------------
Net Loss                                                    -             -             -            (185)            (185)
                                                  ------------    ----------   -----------   -------------    -------------
Balance - December 31, 1996                            39,000            39         7,761          (7,785)              15
                                                  ------------    ----------   -----------   -------------    -------------
Net Loss                                                    -             -             -            (185)            (185)
                                                  ------------    ----------   -----------   -------------    -------------
Balance - December 31, 1997                            39,000            39         7,761          (7,970)            (170)
                                                  ------------    ----------   -----------   -------------    -------------
Issuance of stock for cash - March 30, 1998           251,250           251         4,749               -            5,000
Issuance of stock for cash - December 11, 1998      1,500,000         1,500       477,513                          479,013
Issuance of stock for subscription agreement -
 - December 31, 1998                                   40,000            40        13,160               -           13,200
Net Loss                                                    -             -             -         (22,968)         (22,968)
                                                  ------------    ----------   -----------   -------------    -------------
Balance - December 31, 1998                         1,830,250         1,830       503,183         (30,938)         474,075
                                                  ------------    ----------   -----------   -------------    -------------
Cash payment for subscription                               -             -             -               -                -
Net Loss                                                    -             -             -        (538,147)        (538,147)
                                                  ------------    ----------   -----------   -------------    -------------
Balance - December 31, 1999                         1,830,250         1,830       503,183        (569,085)         (64,072)
                                                  ------------    ----------   -----------   -------------    -------------
Issuance of stock for debt forgiveness              2,100,000         2,100        39,900               -           42,000
Net Loss                                                    -             -             -         (80,893)         (80,893)
                                                  ------------    ----------   -----------   -------------    -------------
Balance - December 31, 2000                         3,930,250         3,930       543,083        (649,978)        (102,965)
                                                  ------------    ----------   -----------   -------------    -------------
Net Loss                                                    -             -             -         (80,809)         (80,809)
                                                  ------------    ----------   -----------   -------------    -------------
Balance - December 31, 2001                         3,930,250         3,930       543,083        (730,787)        (183,774)
                                                  ------------    ----------   -----------   -------------    -------------
Net Loss                                                    -             -             -        (220,166)        (220,166)
                                                  ------------    ----------   -----------   -------------    -------------
Balance - December 31, 2002                         3,930,250       $ 3,930      $543,083      $ (950,953)      $ (403,940)
                                                  ============    ==========   ===========   =============    =============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F-6



<PAGE>



                        BIO-AMERICAN CAPITAL CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2002

Note 1 - The Company
         -----------

         Nature of Business:

         Bio-American Capital Corporation, a development stage company, (the
         "Company") was incorporated in May 1992 in the state of Nevada to raise
         capital for a business venture. The Company intended to sell merchant
         banking services and intended to take senior debt and equity positions
         in companies which it chose to finance. The Company would provide
         consulting services for capital structuring, and reorganization of
         small technology companies to assist in market share growth and the
         development of the capital structure to facilitate an eventual public
         offering.

         In November 1998, the Company raised $508,200 to become a technology
         venture finance company that would organize, capitalize, acquire and
         finance technology companies. The Company provided $450,060 in
         financing to a private holding company. The notes payable matured in
         December 1999 and no payments have been received. In February 2003, the
         Superior Court of California, County of San Diego issued a Judgment in
         favor of the Company for the principal balance outstanding, plus
         accrued interest and legal fees. Once the Company has sufficient
         working capital it will pursue its legal remedies. In May 2000, with
         limited operating capital the Company has become a "public shell" and
         is actively pursuing merging with an operating company that has a
         strong business plan and wants to establish a public trading market for
         its securities.

Note 2 - Summary of Significant Accounting Policies:
         ------------------------------------------

         Basis of Presentation - Development Stage Company

         The Company has not earned significant revenue from planned principal
         operations. Accordingly, the Company's activities have been accounted
         for as those of a "Development Stage Enterprise" as set forth in
         Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among
         the disclosures required by SFAS 7 are that the Company's financial
         statements be identified as those of a development stage company, and
         that the statements of operations, stockholders' equity (deficit) and
         cash flows disclose activity since the date of the Company's inception.

         Cash and Cash Equivalents:

         The Company considers all highly liquid debt instruments, purchased
         with an original maturity of three months, to be cash equivalents.

         Use of estimates:

         The preparation of financial statements, in conformity with accounting
         principles generally accepted in the United States, 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 revenue and expenses during the reporting period. Actual
         results could differ from those estimates.

         Stock Subscription:

         The Company records a stock subscription once the Subscription
         Agreement is accepted.

                                      F-7

<PAGE>



                        BIO-AMERICAN CAPITAL CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2002


         Net Loss Per Share:

         Basic net loss per share is computed by dividing net loss by the
         weighted average number of shares of common stock outstanding for the
         period.

         Income Taxes:

         The Company accounts for income taxes under SFAS No. 109, which
         requires the asset and liability approach to accounting for income
         taxes. Under this approach, deferred income taxes are determined based
         upon differences between the financial statement and tax bases of the
         Company's assets and liabilities and operating loss carryforwards using
         enacted tax rates in effect for the years in which the differences are
         expected to reverse. Deferred tax assets are recognized if it is more
         likely than not that the future tax benefit will be realized.

         Fair Value of Financial Instruments

         The carrying amount of cash, accounts payable, and accrued expenses are
         considered to be representative of their respective fair values because
         of the short-term nature of these financial instruments.

         Other Comprehensive Income

         The Company has no material components of other comprehensive income
         (loss) and accordingly, net loss is equal to comprehensive loss in all
         periods.

Note 3   Bad Debt
         --------

         Notes Receivable

         In December 1998, the Company provided $450,060 in the form of
         unsecured bridge notes to finance Universal Alliance, Inc. ("UAI"). The
         principal and interest of these notes were to be paid the earlier of
         one year from the date of issue or from the proceeds raised from the
         UAI Confidential Offering Memorandum that was issued in December 1998.
         These notes also granted the Company the option to purchase 90,000
         shares of UAI common stock at a price of $5.00 per share.

         Effective December 31, 1999, the Company wrote-off the principal sum of
         $450,060 and the accrued interest of $3,372. No payments have been
         received from UAI. The Company has issued a formal demand for payment
         of all principal and interest and retained counsel to begin collection
         efforts. The Promissory Notes provide UAI will pay all costs of
         collection and reasonable attorney's fees. The Company did not execute
         its options to purchase the UAI common stock. In February 2003, the
         Superior Court of California, County of San Diego issued a Judgment in
         favor of the Company for the principal balance outstanding, plus
         accrued interest and legal fees. During March 2003, the chief executive
         officer of UAI filed a chapter 7 bankruptcy.




                                      F-8

<PAGE>



                        BIO-AMERICAN CAPITAL CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2002


         Notes Payable and Guaranty Agreement

         In July 2002, the Company agreed to acquire Bright Star Resources, Inc.
         ("Bright Star") under a "Plan and Agreement of Reorganization"
         ("Agreement"). In anticipation of the approved Agreement, the Company
         appointed the President of Bright Star, as President of the Company.
         The new President executed $130,000 in secured promissory notes (the
         "Notes") with the proceeds to be used to purchase 3 leases in the Raton
         Basin. The notes were due October 14, 2002, with interest accrued of
         $13,000 plus the issuance of one warrant to purchase common stock at
         $0.40 per share for each dollar of principal advanced (the "Warrants").
         The Company conditioned the execution of the Notes and issuance of the
         Warrants upon the execution of the Guaranty Agreement between the new
         President and the Company. The leases were not delivered as required by
         the security agreement and the lender has notified the Company that the
         loan is in default.

         In October 2002 the Company terminated the Agreement and removed the
         new President. The Company made a formal demand under the Guaranty
         Agreement to pay the Notes, or otherwise obtain a release of the
         Company. No payments have been received under the Guarantee Agreement.
         Effective September 30, 2002, the Company wrote-off the amounts due
         under the Guarantee Agreement of $130,000 and the accrued interest of
         $2,708. The Company intends to rescind the Notes and Warrants due to
         the non-delivery of leases, non-compliance with the Board of Directors'
         authorization and termination of the Plan and Agreement of
         Reorganization.



Note 4   Commitment and Contingencies:
         ---------------------------
         Related Party Transactions  -Management Fee and Rental Lease

         Under a month-to-month agreement the Company has agreed to pay the
         president of the Company a management fee of $5,000 a month for
         services rendered. The Company also pays $750 a month for an office
         suite and all related expenses including receptionist, clerical and
         technical support, office supplies, postage, telephone and computer
         equipment under a month-to-month agreement.


Note 5 - Income Taxes
         ------------

         There has been no provision for U.S. federal, state, or foreign income
         taxes for any period because the Company has incurred losses in all
         periods and for all jurisdictions.

         Deferred income taxes reflect the net tax effects of temporary
         differences between the carrying amounts of assets and liabilities for
         financial reporting purposes and the amounts used for income tax
         purposes. Significant components of deferred tax assets are as follows:

         Deferred tax assets
            Net operating loss carryforwards                   $151,493
            Valuation allowance for deferred tax assets        (151,493)
                                                               --------
         Net deferred tax assets                               $      -
                                                               ========


                                      F-9

<PAGE>


                        BIO-AMERICAN CAPITAL CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2002


         Realization of deferred tax assets is dependent upon future earnings,
         if any, the timing and amount of which are uncertain. Accordingly, the
         net deferred tax assets have been fully offset by a valuation
         allowance. As of December 31, 2002, the Company had net operating loss
         carryforwards of approximately $151,493 for federal income tax
         purposes. These carryforwards, if not utilized to offset taxable income
         begin to expire in 2113. Utilization of the net operating loss may be
         subject to substantial annual limitation due to the ownership change
         limitations provided by the Internal Revenue Code and similar state
         provisions. The annual limitation could result in the expiration of the
         net operating loss before utilization.

Note 6 - Capital Stock Transactions
         --------------------------

         During November 1998 the Company raised $508,200 from an exempt
         Offering Circular under Regulation D, Rule 504 of the Securities and
         Exchange Commission.

         Reverse Stock Split:

         On November 10, 1998, the Company's Articles of Incorporation were
         amended to reduce the number of shares issued and outstanding on a
         basis of one new share for each twenty of such issued and outstanding,
         provided that no stockholder shall be reduced thereby to less than 100
         shares. The reverse stock split was effective on November 25, 1998. All
         shares and per share amounts in the accompanying financial statements
         of the Company and notes thereto have been retroactively adjusted to
         give effect to the stock splits.

         Cancellation of Indebtedness:

         In May 2000, the president of the Company was issued 2,100,000 shares
         of common stock for $16,500 of notes payable, $1,582 in accrued
         interest, and $23,918 of accrued management fees and office expense.


Note 7   Going Concern:
         -------------

         The accompanying financial statements have been prepared in conformity
         with accounting principles generally accepted in the United States,
         which contemplates continuation of the Company as a going concern. The
         Company operations are in the development stage and the Company has
         experienced significant losses from limited operations. The Company's
         current liabilities exceed current assets by $403,940, and the Company
         incurred a net loss of $220,166 in 2002.

         The future success of the Company is likely dependent on its ability to
         attain additional capital, or to find an acquisition to add value to
         its present shareholders and ultimately, upon its ability to attain
         future profitable operations. There can be no assurance that the
         Company will be successful in obtaining such financing, or that it will
         attain positive cash flow from operations.



                                      F-10