FORM 10-KSB/A

                                  AMENDMENT #2


                    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, 2000

                                       OR

For the transition period from _________ to ___________

                        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 13, 2001 was $54,907.50

The number of shares of Common Stock of the  registrant  outstanding as of March
13, 2001 was 3,930,250.

                   Documents Incorporated by reference: None.

<PAGE>


                                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 ..............................................   15

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

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...................................   21

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

Item 12.          Certain Relationships and Related Transactions ..........   23

Item 13.          Exhibits, Financial Statements Schedules and Reports on Form
                  on Form 8-K..............................................   24


Signature Page.............................................................   25



<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.  Once the
Company has sufficient  working  capital it will pursue its legal  remedies.  In
July 1999, The Company,  UAI and the UAI Controlling  Shareholders  subsequently
terminated  the  Share  Exchange  Agreement  and  entered  into a  Stock  Option
Agreement.  Effective March 31, 2000 the Stock Option Agreement  expired and the
Company and UAI have mutually abandoned the transaction.

<PAGE>


         In May 2000 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.

         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.

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

<PAGE>

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
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

<PAGE>

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
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

<PAGE>

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
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

<PAGE>

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.

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) move the trading of the Company's common stock from
the "Pink Sheets" to "Over-the-Counter Bulletin Board; (iii) regulatory filings;
(iv) communicating with shareholders;  (v) identifying and analyzing  investment
opportunities; (vi) negotiating and structuring the proposed investments; (viii)
drafting  acquisition  agreements;   (vi)  preparing  financial  statements  and

<PAGE>

completing  financial audit by an independent  accountant;  (vii) raising funds;
(viii)  retaining  outside  professional  services  and (ix) 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
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:

<PAGE>

         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
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.

<PAGE>

         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
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

<PAGE>

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 CHANBE 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.

         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

<PAGE>

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.

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

<PAGE>

Form 10SB. In August 1999 the Company's Form 10SB become  effective.  A Form 211
application  is pending  before NASD  Regulations,  Inc. to trade the  Company's
shares of common  stock on the  OTCCB.  The  prices  set forth  below  represent
closing prices for 2000 and 1999.


                                    High                             Low
                 2000
                 ----

First Quarter                       $ 0.10                           $ 0.02

Second Quarter                      $ 0.05                           $ 0.02

Third Quarter                       $ 0.05                           $ 0.02

Fourth Quarter                      $ 0.05                           $ 0.01

                 1999
                 ----

First Quarter                       $ 5.50                           $ 1.00

Second Quarter                      $ 4.25                           $ 0.75

Third Quarter                       $ 1.125                          $ 0.125

Fourth Quarter                      $ 1.125                          $ 0.012


(b)   As of December 31, 2000 were 56 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

<PAGE>

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
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  56 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.

<PAGE>

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
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 2000 and 1999
------------------------------------------------------------

         The  Company  had no  revenues  in 2000 and 1999.  In 2000 the  Company
incurred  $80,893 in expenses  compared to  $538,147  in 1999.  The  $538,147 of
expenses in 1999  included a provision  for bad debt of $453,432 plus $84,715 in
other expenses.

         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  $84,715  of other  expenses  in 1999
included $60,000 as a management fee to the President,  $9,000 for an office and
related  expenses;  $6,000 for  financial  coverage and $6,824 for the legal and
accounting services related to the preparation of regulatory reports.

         The 1999  provision  for bad debt  includes  the  $450,060 of unsecured
bridge  financing to Universal  Alliance,  Inc. ("UAI") plus accrued interest of
$3,372.  In December 1998,  the Company  advanced  $450,060 of unsecured  bridge
financing  to  UAI.  Interest  accrued  at an  annual  rate of 12  percent.  The
principal  and interest were to be paid the earlier of one-year from the date of
issuance  or  from  the  proceeds  raised  from  the UAI  Confidential  Offering
Memorandum (the "UAI Offering").  The notes also grant the Company the option to
purchase  90,000  shares of UAI common stock at a price of $5.00 per share.  The

<PAGE>

funds were to be repaid from the UAI  Offering  and from sales under a Preferred
Alliance Agreement.  UAI raised minimal cash and did not have sufficient funding
to implement the  Preferred  Alliance  Agreement.  The notes matured in December
1999.  No payments  have been  received  from UAI.  The Company  issued a formal
demand for payment of all principal and interest and has retained  legal counsel
to begin collection  efforts.  UAI stated it has insufficient  funds to make any
payments and offered to convert the indebtedness into equity.  The notes payable
provide  that UAI will pay all costs of  collection  and  reasonable  attorney's
fees.  Once the Company has sufficient  working capital it will pursue its legal
remedies. The Company has not executed its option to purchase UAI common stock.

         The net operating  loss in 2000 was ($80,893) as compared to ($538,147)
in 1999 due to the  write-off of loan  balances due. The net loss per share each
year was ($0.03) in 2000 and ($0.29) in 1999.

Results of Operations Comparison For The Year 1999 and 1998
------------------------------------------------------------

         The Company had no revenues in 1999 and 1998. The Company established a
provision  for bad debt of  $453,432  from UAI  (discussed  above) and  incurred
$84,715 in expenses in 1999 as compared to $26,340 in expenses in 1998.

         The $84,715 of expenses in 1999 included $60,000 as a management fee to
the President,  $9,000 for an office and related expenses;  $6,000 for financial
coverage  and  $6,824  for the  legal and  accounting  services  related  to the
preparation  of  regulatory  filings.  The $26,340 of expenses in 1998  included
$10,000 as a management  fee to the  President;  $10,000 for the legal and other
professional services incurred to execute the Share Exchange Agreement with UAI;
$2,845  in costs of  financial  presentations;  $1,800  for the  preparation  of
audited  financial  statements  and  $1,500  for  office  expenses  and  related
expenses.  Expenses in 1998 were reduced by the $3,372 of then accrued  interest
on the Notes Receivable from UAI.

         The net operating  loss in 1999 was ($538,147) as compared to ($22,968)
in 1998 due to the  write-off of loan  balances due. The net loss per share each
year was ($0.29) in 1999 and ($0.07) in 1998.

         The  Company  remains  in the  development  stage.  From the  period of
inception  to December  31, 2000  Company has  incurred an  accumulated  lost of
$649,978.  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.

         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.

<PAGE>

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.

Year 2000 Issues
-----------------

         "Year  2000  problems"  result  primarily  from the  inability  of some
computer software to properly store, recall or use data after December 31, 1999.
These  problems may affect  computers  and other  devices that contain  embedded
computer chips. The Company's  operations,  however,  do not rely extensively on
information  technology ("IT") systems. The IT software and hardware systems the
Company  operates  are all  publicly  available,  pre-packaged  systems that are
readily replaceable with other functionally  similar systems.  Accordingly,  the
Company  does not  believe  that it will be  materially  affected  by Year  2000
problems in its IT software and hardware  systems.  The Company relies on non-IT
systems that may suffer from Year 2000 problems including  telephone systems and
facsimile  and other  office  machines.  Moreover,  the Company  relies on third
parties that may suffer from Year 2000  problems that could affect the Company's
operations,  including banks, oil field operators and utilities. In light of the
Company's  substantially  reduced operations,  the Company does not believe that
such non-IT systems or third-party Year 2000 problems will affect the Company in
a manner that is different or more  substantial  than such problems affect other
similarly situated companies or industry  generally.  Consequently,  the Company
does not  currently  intend  to  conduct  a  readiness  assessment  of Year 2000
problems  or to develop a detailed  contingency  plan with  respect to Year 2000
problems that may affect the Company's IT and non-IT systems or third-parties.

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                      51                      President, Secretary
                                                           And Director

John T. Bigley                     52                      Director

Steven H. Wilhelm                  51                      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.

Biographical Information

         LEONARD VIEJO,  Director and President as of November 25, 1998, age 51,
is President of ASTRUM Utility Services, LLC ("ASTRUM")  (1997-Present) and Vice
President and Chief Financial Officer in the investment banking firm of Kinsell,
Newcomb & De Dios, Inc. ("Kinsell") (1994-Present).  ASTRUM is a start-up energy
services  company  that  will  partner  with   municipalities   to  offer  their
communities  competitive utility rates and improved service benefits.  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 1999
were  $5.4  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.


     Mr. Viejo acts as Chief Financial  Officer of the Company even though there
is no official title of Chief Financial Oficer.


<PAGE>


         JOHN T.  BIGLEY,  Director  as of May 15,  2000,  age 52, 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 1999 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

<PAGE>

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, 2000,  age 51, has practiced law
for 27 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.

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.

<PAGE>

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

<TABLE>
<CAPTION>

ITEM 10.  EXECUTIVE COMPENSATION.

                    SUMMARY COMPENSATION TABLE OF EXECUTIVES
                    ----------------------------------------
<S>                   <C>         <C>         <C>        <C>                  <C>               <C>

                                              Annual Compensation                      Awards

                                                                              Restricted         Securities
Name and                                                 Other Annual            Stock           Underlying
Principal                         Salary      Bonus      Compensation          Award(s)           Options/
Position              Year         ($)         ($)           ($)                  ($)             SARs (#)
---------              ----         ---         ---           ---                  ---             --------

Leonard Viejo,        1999          0           0           60,000                 0*                 0
President
                      2000          0           0           60,000                 0*                 0

Kurt Wright           1999          0           0             0                    0                  0
Chairman
(resigned 1999)

Roger C. Davey,       1998          0           0             0                    0                  0
Secretary
(resigned 2000)
                      1999          0           0             0                    0                  0

</TABLE>

*       See "Certain Transactions."

<TABLE>
<CAPTION>

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

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


D. Director                     0              0            0               0            0
   Kurt Wright
   (resigned 1999)

E. Director                     0              0            0               0            0
   Roger C. Davey
   (resigned 2000)
Option/SAR Grants Table (None)

</TABLE>

<PAGE>

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.

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.



<PAGE>


                                                     NUMBER OF
SHAREHOLDERS/BENEFICIAL OWNERS                         SHARES         PERCENTAGE
-------------------------------                         ------         ---------

Cede & Co.
Box 20 Bowling Green Station
New York, New York  10004                             806,180            38.1%

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

John T. Bigley, Director
3924 Hawthrone Avenue
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%
                                                    =========            =====


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 @
$0.02 per share on May 16, 2000 as the  forgiveness  of $42,000 of  indebtedness
for notes payable,  accrued  expenses.  Prior to May 16, 2000 the stock had last
traded for $0.02 per share on April 4, 2000.

         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
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

<PAGE>

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)     No Reports on Form 8-K have been filed.


<PAGE>



                                   SIGNATURES:

Pursuant to the  requirements of Section 13or 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:  November 28, 2001               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:  November 28, 2001                          -----------------------------
                                                   Leonard Viejo
                                                   Director

                                               by: /s/John T. Bigley
DATED:  November 28, 2001                          -----------------------------
                                                   John T. Bigley
                                                   Director

                                               by: /s/Steven H. Wilhelm
DATED:  November 28, 2001                          -----------------------------
                                                   Steven H. Wilhelm
                                                   Director



<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, 2000


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
                          Cetified Public Accountants
                        9175 East Kenyon Ave., Suite 100
                             Denver, Colorado 80237

Michael B. Johnson C.P.A.                             Telephone:  (303) 796-0099
Member:  A.I.C.P.A.                                         Fax:  (303) 796-0137
Colorado Society of C.P.A.s





                          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, 2000 and 1999, 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, 2000.  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  generally   accepted  auditing
standards.  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, 2000 and 1999 and the results of their operations and their cash
flows for the years ended and for the period May 5, 1992 (inception) to December
31, 2000 in conformity with generally accepted accounting principles.

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
Michael Johnson & Co., LLC
Denver, Colorado
March 28, 2001



                                      F-2

<PAGE>

<TABLE>
<CAPTION>


                           BIO-AMERICAN CAPITAL CORP.
                         (A Development Stage Company)
                                 Balance Sheets
                           December 31, 2000 and 1999



<S>                                                                   <C>               <C>

                                                                       2000              1999
                                                                   -------------      ------------

ASSETS:

Current Assets:
  Cash                                                                     $ 27             $ 589
                                                                   -------------      ------------

TOTAL ASSETS                                                               $ 27             $ 589
                                                                   =============      ============


LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT):

Current Liabilities:
 Accounts Payable                                                      $102,842          $ 47,074
 Accrued Liabilities                                                        150             1,087
 Notes Payable                                                                -            16,500
                                                                   -------------      ------------
  Total Current Liabilities                                             102,992            64,661
                                                                   -------------      ------------

   Stockholders' Equity (Deficit):
     Common Stock, par value $0.001; 100,000,000
       shares authorized; 3,290,250 shares issued and
       outstanding for 2000, and 1,830,250 shares issued
       and outstanding in 1999.                                           3,930             1,830
   Additional Paid-in Capital                                           543,083           503,183
   Accumulated Deficit during the Development Stage                    (649,978)         (569,085)
                                                                   -------------      ------------

Total Stockholders' Equity (Deficit)                                   (102,965)          (64,072)
                                                                   -------------      ------------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                         $ 27             $ 589
                                                                   =============      ============

</TABLE>


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

                                      F-3

<PAGE>

<TABLE>
<CAPTION>

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

<S>                                                            <C>               <C>                <C>

                                                                                                    For the
                                                                                                     Period
                                                                                                  May 5, 1992
                                                              Year Ended                         (Inception) to
                                                               December 31,                       December 31,
                                                                 2000              1999               2000
                                                              ------------     -------------      ---------------

REVENUE:                                                              $ -               $ -                 $ -


EXPENSES:
   Provision for Bad Debt                                               -           453,432             453,432
   Amortization                                                         -                 -                 500
   Professional Expenses                                           11,030            14,500              45,843
   Management Fees                                                 60,000            60,000             130,000
   Other                                                              120               128               2,245
   Office Expenses                                                  9,000             9,000              19,500
                                                             -------------     -------------     ---------------
Total Expenses                                                     80,150           537,060             651,520
                                                             -------------     -------------     ---------------
OTHER INCOME/ EXPENSES
  Interest Income                                                       -                 -               3,372
  Other Expenses                                                     (743)           (1,087)             (1,830)
                                                             -------------     -------------     ---------------
Total Other Income/Expenses                                          (743)           (1,087)              1,542
                                                             -------------     -------------     ---------------
NET LOSS                                                         $(80,893)        $(538,147)         $ (649,978)
                                                             =============     =============     ===============

Net Loss Per Share                                                $ (0.03)          $ (0.29)
                                                             -------------     -------------
Weighted Average Shares Outstanding                             3,147,790         1,830,250
                                                             =============     =============


</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

<S>                                                               <C>              <C>               <C>

                                                                                                     For the
                                                                                                     Period
                                                                                                   May 5, 1992
                                                                 Year Ended                       (Inception) to
                                                                 December 31,                     December 31,
                                                                   2000             1999              2000
                                                                -------------      ------         --------------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Loss                                                       $ (80,893)       $(538,147)        $ (649,978)
   Adjustments to reconcile net loss to net cash
    used in operating activities
     Amortization                                                         -                -                500
    Stock issued for accrued liabilities                             42,000                -             42,000
    Changes in assets and liabiliites
     Increase in Accounts Payable                                    55,768               85            102,842
     Increase in Accrued Liabilities                                   (937)           1,087                150
     (Increase) in Interest Receivable                                    -           (3,372)                 -
                                                               -------------     ------------     --------------
                                                                     96,831           (2,200)           145,492
                                                               -------------     ------------     --------------
Net Cash Used in Operating Activities                                15,938         (540,347)          (504,486)
                                                               -------------     ------------     --------------
CASH FLOWS FROM INVESTING ACTIVITIES;
     Incorporation Costs                                                  -                -               (500)
                                                               -------------     ------------     --------------
Net Cash Used in Investing Activities                                     -                -               (500)
                                                               -------------     ------------     --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from Sale of Common Stock                                   -                -            505,013
     Proceeds from Notes Payables                                         -           16,500             16,500
     Principal payments of Notes Payable                            (16,500)               -            (16,500)
                                                               -------------     ------------     --------------
Net Cash Provided by Financing Activities                           (16,500)          16,500            505,013
                                                               -------------     ------------     --------------
(Decrease) Increase in Cash                                            (562)        (523,847)                27

Cash at Beginning of Period                                             589                -                  -
                                                               -------------     ------------     --------------
Cash at End of Period                                                  $ 27        $(523,847)              $ 27
                                                               =============     ============     ==============

Supplemental Disclosures
     Interest                                                           $ -              $ -                $ -
                                                               -------------     ------------     --------------
     Taxes                                                              $ -              $ -                $ -
                                                               -------------     ------------     --------------


</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)

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


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 accrued liabilities           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)
                                                   -----------     ---------    ----------    ------------     ------------

</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, 2000

Note 1 - Organization and Summary of Significant Accounting Policies:
         -----------------------------------------------------------

         Nature of Business:

         Bio-American  Capital  Corporation  (a  Development  Stage Company) was
         incorporated  in May 1992 in the state of Nevada to raise capital for a
         business  venture.  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.
         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.

         The Company fiscal year end is December 31.

         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.

         Basis of Accounting:

         The accompanying financial statements have been prepared on the accrual
         basis of accounting in accordance  with generally  accepted  accounting
         principles.

         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 generally
         accepted accounting  principles,  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities, and disclosure of contingent assets and liabilities at the
         date of the financial  statements  and the reported  amounts of 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, 2000

         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, less shares subject to repurchase.

         Revenue Recognition:

         The Company sells merchant  banking services and intends to take senior
         debt and equity  positions in companies which it chooses to finance and
         will  provide  consulting   services  for  capital   structuring,   and
         reorganization of small technology  companies to assist in market share
         gross and the  development  of the capital  structure to  facilitate an
         eventual public offering.  Revenue consists of fees for services and an
         interest earned on monies advanced and the gain from the sale of equity
         positions.

         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,  notes  receivable,  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.  The carrying  amount of the notes  payable are
         reasonable  estimates of fair value as the loans bear interest based on
         market rates currently available for debt with similar terms.

         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.



                                      F-8

<PAGE>



                        BIO-AMERICAN CAPITAL CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2000

Note 2 -Bad Debts
        ---------

         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.

Note 3 -Commitment and Contingencies:
        ----------------------------

         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 4 - Related Party Transactions
         --------------------------

         The  officers  and  directors  of this  company are also  officers  and
         directors of other companies.

Note 5 - 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.




                                      F-9

<PAGE>


                        BIO-AMERICAN CAPITAL CORPORATION
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2000

         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 6 - 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                   $649,978
            Valuation allowance for deferred tax assets        (649,978)
                                                               --------
         Net deferred tax assets                               $      -
                                                               ========

         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, 1999, the Company had net operating loss
         carryforwards  of   approximately   $649,978  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 7 -Going Concern:
        -------------

         The accompanying  financial statements have been prepared in conformity
         with  generally  accepted  accounting  principles,  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.  As shown in the financial
         statements, the Company incurred a net loss of $80,893 in 2000.

         The future success of the Company is likely dependent on its ability to
         attain  additional  capital  to develop  its  proposed  objectives  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