BIO AMERICAN CAPITAL CORP
10SB12G, 1999-08-02
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                           U. S. Securities and Exchange Commission
                                    Washington, D.C. 20549


                                          Form 10-SB

                          GENERAL FORM FOR REGISTRATION OF SECURITIES
                                   OF SMALL BUSINESS ISSUERS

               Under Section 12(b) or (g) of the Securities Exchange Act of 1934


                               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)                              (Zip Code)

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

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

                 Securities to be registered under Section 12(g) of the Act:

                         Common Stock, $0.001 par value.
                                       (Title of class)


<PAGE>


                                      TABLE OF CONTENTS

                                            PART I

                                                                            Page

Item 1.        Business........................................................3

Item 2.        Management's Discussion and Analysis of Financial Condition and
               Results of Operations..........................................21

Item 3.        Properties.....................................................22

Item 4.        Security Ownership of Certain Beneficial Owners and Management.23

Item 5.        Directors and Executive Officers of the Registrant.............23

Item 6.        Executive Compensation.........................................28

Item 7.        Certain Relationships and Related Transactions.................29

Item 8.        Description of Securities......................................30

                                           PART II

Item 1.        Market for Registrant's Common Stock and Security Holder
               Matters........................................................31

Item 2.        Legal Proceedings..............................................31

Item 3.        Changes in and Disagreements with Accountants on Accounting and
               Financial Disclosure...........................................31

Item 4.        Recent Sales of Unregistered Securities........................31

Item 5.        Indemnification of Directors and Officers......................34

                                           PART F/S


Financial Statements and Supplementary Data..................................F-1

Signature Page................................................................35

Exhibits, Financial Statement Schedule and Reports on Form 8-K................49


<PAGE>


                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS

        This  report  on Form  10-SB  (the  "Report")  contains  forward-looking
statements  within the  definition of Section 27A of the  Securities Act of 1933
and Section 21E of the  Securities  Exchange  Act of 1934.  All  forward-looking
statements  are inherently  uncertain as they are based on current  expectations
and assumptions  concerning future events or future  performance of the Company.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which are only  predictions  and speak only as of the date  hereof.
Forward-looking  statements usually contain the words "estimate,"  "anticipate,"
"believe," "expect'" or similar  expressions,  and are subject to numerous known
and unknown risks and  uncertainties.  In evaluating  such  statements,  readers
should  carefully  review  risks and  uncertainties  identified  in this Report,
including the matters set forth under the caption "Risk  Factors"  below.  These
risks and  uncertainties  could  cause the  Company's  actual  results to differ
materially from those indicated in the forward-looking  statements.  The Company
undertakes  no  obligation  to  update or  publicly  announce  revisions  to any
forward-looking statements to reflect future events or developments.

General
- -------

        Bio-American  Capital Corporation  ("Bio-American" or 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. On November 25, 1998, Reliant
Securities, Ltd., a British Virgin Islands Corporation, purchased control of the
Company from the principal shareholder.  During December 1998 the Company raised
$990,000 from an exempt  Offering  Circular under  Regulation D, Rule 504 of the
Securities and Exchange  Commission (the "Offering  Circular").  The Company now
acts as a merchant bank to organize,  capitalize, acquire and finance technology
companies that are positioned to effectively  integrate and enhance the delivery
of products and services to consumers.

        The  Company  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  growth  and  the  development  of the  capital  structure  to
facilitate  an  eventual  public  offering.   The  Company  will  also  consider
acquisitions  of operating  technology  companies for stock and debt.  Once this
Report is filed,  the Company will become a 12(g)  registered  company under the
Securities  Exchange  Act of 1934.  The Company can continue to offer to private
acquisition  targets the  opportunity to become a public company and establish a
public trading market for its securities.

<PAGE>

        Acquisitions  may be made by  purchase,  merger,  exchange of stock,  or
otherwise, and may encompass assets or a business entity, such as a corporation,
joint venture, or partnership. In connection with a merger or acquisition, it is
possible that the Company would issue an amount of stock constituting control of
the  Company  to the  acquisition  candidate.  Depending  upon the nature of the
transaction,  the  current  officers  and  directors  of the  Company may resign
management   positions  with  the  Company  in  connection  with  the  Company's
acquisition of a business  opportunity.  See "Form of  Acquisition,"  below, and
"Risk Factors - The Company - Lack of Continuity in Management." In the event of
such a resignation,  the Company's current management would not have any control
over the conduct of the Company's business  following the Company's  combination
with a business opportunity.

     Business  opportunities  come  to  the  Company's  attention  from  various
sources, including its officer and director, stockholders, professional advisors
such  as  attorneys  and   accountants,   securities   broker-dealers,   venture
capitalists,  and members of the financial community.  The Company currently has
no plans,  understandings,  agreements,  or commitments  with any individual for
such person to act as a finder of opportunities for the Company.

     The Company's  search is directed toward small and  medium-sized  companies
(See  "Investigation  and  Selection  of  Business  Opportunities")  who are (i)
recently  organized  with  no  operating   history,   or  a  history  of  losses
attributable  to   under-capitalization  or  other  factors;  (ii)  experiencing
financial  or  operating  difficulties;  (iii) in need of funds to develop a new
product or service or to expand into new markets;  (iv) relying upon an untested
product  or  marketing  concept;  or (v) a  combination  of the  characteristics
mentioned in (i) through  (iv).  Given the above  factors,  investors can expect
that acquisition candidates may have a history of losses or low profitability.

<PAGE>


Investigation and Selection of Investment Opportunities
- -------------------------------------------------------

        The  decision  to  investment  in a specific  opportunity  includes  the
assessment of the other  company's  management  and personnel,  the  anticipated
acceptability of new products or marketing concepts, the impact of technological
changes, and the benefits derived from becoming a publicly held entity.  Changes
in products  and  services;  marketing  approaches  and  distribution  channels;
management  resources;  and  potential  cost  savings and  economies of scale in
operations  will  probably  caused  the  historical  operations  of  the  target
opportunity  to not be indicative  of the potential for the future.  The Company
will work with and motivate the owners of the target opportunity to identify the
need for and implement required changes. Participating in either newly organized
firms  or  with a firm,  which  is  entering  a new  phase  of  growth,  creates
additional risk for the Company.

        The Company's  management  has the authority and  discretion to complete
acquisitions  without  submitting  any  proposal to the  stockholders  for their
consideration.  Management's  decisions  may  ultimately  adversely  impact  the
Company's  shareholders.  Unless required,  holders of the Company's  securities
should not anticipate that the Company will furnish them, prior to any merger or
acquisition, with financial statements, or any other documentation, concerning a
target company or its business.

        The analysis of business  opportunities  will be  undertaken by or under
the  supervision of the Company's  President.  See  "Management."  The Company's
management  may also retain outside  consultants to assist in the  investigation
and  selection  of business  opportunities,  and might pay a finder's fee in the
form of stock.

The  following  factors will be  considered,  among other  things,  in screening
investment opportunities:

1.  Potential  for revenue and earnings  growth,  indicated  by new  technology,
anticipated market expansion, or new products;

2. Strength and diversity of existing  management,  or management prospects that
are scheduled for recruitment;

3. Potential cost savings and economies of scale in operations;

<PAGE>


4.  Capitalization on distribution  strength to enhance local sales and services
capabilities;

5.  Expand national market presence;

6. How any  particular  business  opportunity  will be viewed by the  investment
community and by the Company's stockholders;

7. Whether,  following the business combination,  the financial condition of the
Company would be sufficient to enable the securities of the Company,  then or in
the foreseeable  future,  to qualify for listing on an exchange or on a national
automated  securities  quotation  system,  such as  NASDAQ,  so as to permit the
trading of such  securities  to be exempt from the  requirements  of Rule 15c2-6
recently adopted by the Securities and Exchange Commission.  See "Risk Factors -
The Company - Regulation of Penny Stocks."

8. Capital  requirements  and anticipated  availability of required funds, to be
provided  by the  Company or from  operations,  through  the sale of  additional
securities,  through  joint  ventures  or  similar  arrangements,  or from other
sources;

9. The extent to which the business opportunity can be advanced;

10.  Competitive  position as compared to other  companies  of similar  size and
experience  within the  industry  segment as well as within  the  industry  as a
whole;

11. The cost of  participation  by the  Company  as  compared  to the  perceived
tangible and intangible values and potential; and

12.  The  accessibility  of  required  management  expertise,   personnel,   raw
materials, services, professional assistance, and other required items.

        In regard  to the  possibility  that the  shares  of the  Company  would
qualify for listing on NASDAQ,  the current  standards  include the requirements
that the issuer of the securities that are sought to be listed have total assets
of at least  $4,000,000  and total  capital and surplus of at least  $2,000,000.
Many,  and perhaps most, of the business  opportunities  that might be potential
candidates  for a  combination  with the  Company  would not  satisfy the NASDAQ
listing criteria.

<PAGE>

         No one of the  factors  described  above  will  be  controlling  in the
selection of a business opportunity,  and management will attempt to analyze all
factors  appropriate to each  opportunity  and make a  determination  based upon
reasonable  investigative  measures and available  data.  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.  Potential  investors must recognize that, because of the Company's
limited capital available for investigation and management's  limited experience
in  business  analysis,  the Company may not  discover  or  adequately  evaluate
adverse facts about the opportunity to be acquired.

        Prior to making a decision to participate in a business opportunity, the
Company  will  generally  request  that it be provided  with  written  materials
regarding the business  opportunity  containing  such items as a description  of
products,   services  and  company  history;   management   resumes;   financial
information; available projections, with related assumptions upon which they are
based; an explanation of proprietary products and services; evidence of existing
patents,  trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management;  a description of transactions between such
company and its affiliates during relevant periods; a description of present and
required  facilities;  an  analysis  of  risks  and  competitive  conditions;  a
financial  plan  of  operation  and  estimated  capital  requirements;   audited
financial  statements,  or  if  they  are  not  available,  unaudited  financial
statements,   together  with  reasonable   assurances  that  audited   financial
statements  would be able to be produced within a reasonable  period of time not
to  exceed  60 days  following  completion  of a merger  transaction;  and other
information deemed relevant.

        As part of the Company's investigation, the Company's executive officers
and directors would meet  personally  with  management and key personnel,  would
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.

        It is possible  that the range of business  opportunities  that might be
available  for  consideration  by the Company  could be limited by the impact of
Securities and Exchange  Commission  regulations  regarding purchase and sale of
"penny stocks." The regulations  would affect,  and possibly impair,  any market
that might develop in the Company's  securities  until such time as they qualify
for listing on NASDAQ or on another  exchange  which would make them exempt from
applicability of the "penny stock"  regulations.  See "Risk Factors - Regulation
of Penny Stocks."

<PAGE>

        Company  management  believes that various types of potential  merger or
acquisition  candidates might find a business combination with the Company to be
attractive.  These include  acquisition  candidates  desiring to create a public
market for their shares in order to enhance liquidity for current  shareholders,
acquisition  candidates  which have long-term  plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire   additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of a public market for their  securities  will be of assistance in that process.
Acquisition  candidates,  which have a need for an immediate cash infusion,  are
not likely to find a potential  business  combination  with the Company to be an
attractive alternative.


Form of Acquisition
- -------------------

        It is  impossible  to  predict  the  manner  in which  the  Company  may
participate in a business opportunity.  Specific business  opportunities will be
reviewed  as well as the  respective  needs and  desires of the  Company and the
promoters of the opportunity and, upon the basis of that review and the relative
negotiating  strength of the Company and such promoters,  the legal structure or
method deemed by management to be suitable will be selected.  Such structure may
include, but is not limited to leases,  purchase and sale agreements,  licenses,
joint ventures and other contractual arrangements.  The Company may act directly
or indirectly through an interest in a partnership, corporation or other form of
organization.  Implementing such structure may require the merger, consolidation
or  reorganization  of the Company with other  corporations or forms of business
organization,  and although it is likely, there is no assurance that the Company
would  be  the  surviving  entity.  In  addition,  the  present  management  and
stockholders  of the Company  most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of such a  transaction,  the  Company's  existing  directors  may resign and new
directors may be appointed without any vote by stockholders.

        It is likely  that the  Company  will  acquire  its  participation  in a
business opportunity through the issuance of Common Stock or other securities of
the Company.  Although the terms of any such transaction cannot be predicted, it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986,  depends upon the issuance to the stockholders of
the acquired company of a controlling  interest (i.e. 80% or more) of the common
stock of the combined entities  immediately  following the reorganization.  If a
transaction  were structured to take advantage of these  provisions  rather than
other "tax free"  provisions  provided  under the  Internal  Revenue  Code,  the
Company's current  stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were  stockholders  of the Company  prior to
such  reorganization.  Any such issuance of additional shares might also be done
simultaneously  with a sale or transfer  of shares  representing  a  controlling
interest  in the  Company  by the  current  officers,  directors  and  principal
shareholders. (See "Description of Business - General").

<PAGE>


         It is anticipated that any new securities issued in any  reorganization
would  be  issued  in  reliance  upon  exemptions,  if any are  available,  from
registration  under  applicable  federal  and  state  securities  laws.  In some
circumstances,  however, as a negotiated element of the transaction, the Company
may agree to register  such  securities  either at the time the  transaction  is
consummated,  or under certain conditions or at specified times thereafter.  The
issuance of substantial  additional securities and their potential sale into any
trading  market  that  might  develop  in the  Company's  securities  may have a
depressive effect upon such market.

        The Company will  participate in a business  opportunity  only after the
negotiation  and  execution of a written  agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

        As a  general  matter,  the  Company  anticipates  that it,  and/or  its
officers and principal  shareholders will enter into a letter of intent with the
management,  principals or owners of a prospective business opportunity prior to
signing a binding agreement. Such a letter of intent will set forth the terms of
the proposed  acquisition but will not bind any of the parties to consummate the
transaction.  Execution  of a letter of intent  will by no means  indicate  that
consummation  of an acquisition is probable.  Neither the Company nor any of the
other  parties  to the  letter  of  intent  will  be  bound  to  consummate  the
acquisition unless and until a definitive  agreement  concerning the acquisition
as described  in the  preceding  paragraph is executed.  Even after a definitive
agreement  is  executed,  it is  possible  that  the  acquisition  would  not be
consummated  should  any  party  elect to  exercise  any right  provided  in the
agreement to terminate it on specified grounds.

<PAGE>

        It  is  anticipated  that  the   investigation   of  specific   business
opportunities   and  the   negotiation,   drafting  and  execution  of  relevant
agreements,  disclosure documents and other instruments will require substantial
management time and attention and substantial  costs for accountants,  attorneys
and others.  If a decision were made not to participate  in a specific  business
opportunity,  the costs theretofore incurred in the related  investigation would
not be  recoverable.  Moreover,  because  many  providers  of goods and services
require  compensation  at the time or soon  after  the goods  and  services  are
provided, the inability of the Company to pay until an indeterminate future time
may make it impossible to procure goods and services.

        In all probability,  upon completion of an acquisition or merger,  there
will be a change in control  through  issuance of  substantially  more shares of
common stock.

Universal Alliance Inc. ("UAI")
- -------------------------------

     The Company  continually reviews business plans to identify candidates that
require  merchant  banking  services or funding.  The first  investment that the
Company  has agreed to finance is UAI.  UAI,  is a private  holding  company for
Remind America, Inc. Global Interlink Systems, Inc., thankyoustores.com Inc, and
NCSS America Inc:

     UAI continues to be engaged in proof of concept test marketing,  technology
development,  recruitment of Management  and staff and potential  acquisition of
marketing companies.  UAI currently drives its revenue from fulfillment services
and sales of  custom-labeled  gift products  through the Remind American loyalty
system.

     Remind America develops customer loyalty and relationship building products
and services which it provides for Universal  Alliance  marketing  companies and
thankyoustores.com  retail franchise stores.  These products and services enable
businesses and individuals to build customer loyalty and celebrate relationships
by systematically thanking customers,  clients, employees, vendors, friends, and
family.  Remind America also provides a fulfillment and distribution  service to
deliver personalized products as incentives and tools to build relationships.
     Remind America sells,  custom labels, and custom packages its gift products
for deliveruy to customers,  vendors,  employees,  and others on behalf of UAI's
clients.  These products include thank you cards chocolates,  wines, and various
pre-packaged  food products.  Remind America provides  personalization  of these
products.

     GISI  expects to develop  and expand  the Remind  America  concept  using a
high-technology  information and delivery system using  ingteractive  multimedia
kiosks and Web Site.  These  kiosks will be targeted to shoppers in high traffic
areas and the Web Site will give access to online sales, via the Internet.  GISI
intends to offer Remind America's products and other vendors' goods and services
as well as interactive local advertising and promotion, education and multimedia
presentations,  directory  and  merchant  services.  GISI  has  yet to  commence
installation and operation of the proposed kiosk network and Web site.

     UAI is preparing to launch thankyoustores.com  Franchjise. These franchises
will offer existing  retail  business  owners the opportunity to earn additional
revenues  through an electronic  kiosk "business  within a business" that offers
high quality,  distinctively  personalized gifts.  Thankyoustores.com has yet to
commence operations

     NCSS  America  plans to design  and  provide  secure,  high-speed  wireless
communication  networks and services that are fast,  cost  effective and provide
secure  communication.  Their  planned  networks  are  expected  to provide  (i)
broadband  data,  voice,  fax  and  video  channels;  (ii)  high-speed  Internet
/Intranet access through both fixed and mobile application over large geographic
areas;  (iii) an alternative to costly high speed wire carrier services in urban
and rural areas; and (iv) cost effective "last mile" link to connect to fiber or
satellite backbone infrastructure. NCSS will provide the communications link for
GlobalInterlink Kiosks in locatins where the infrastructure is inadequate or the
cost of a wire link is prohibitive.  NCSS has yet to commence  installation  and
operation of the wireless delivery system.


        Share Exchange Agreement (the "Exchange  Agreement").  In December 1998,
        ----------------------------------------------------
the Company entered into an Exchange Agreement with UAI and certain shareholders
of UAI (the "UAI Controlling  Shareholders").  The Exchange  Agreement  provided
that the Company  would  acquire  81.5%  (9,600,000  shares) of the  outstanding
capital stock of UAI. The UAI Controlling Shareholders will receive one share of
newly issued Company stock for each share of UAI Stock.  The Exchange  Agreement
required  the  Company,   with  certain  limitation,   to  prepare  and  file  a
registration  statement  or  registration  statements  in  compliance  with  the
Securities  Act of 1933,  as amended  (the "Act") such that the UAI  Controlling
Shareholders  will be able to sell the exchange  shares in  compliance  with the
Act.  The  Company's  registration  efforts  shall be limited to  attempting  to
register up to twenty five percent  (25%) of the  exchange  shares once in every
six (6) month period.  In July 1999,  the Company,  UAI and the UAI  Controlling
Shareholders  terminated the Exchange  Agreement and entered into a Stock Option
Agreement.

               Stock  Option  Agreement  (the  "Option  Agreement").  The Option
               ----------------------------------------------------
Agreement  provides the Company with the option,  based upon achieving  specific
performance  criteria, to acquire controlling interest in UAI. The Company would
issue to UAI Controlling  Shareholders  one and  three-quaters  (1.75) shares of
common stock in the Company for each share of UAI common stock.  The  conditions
precedent  include:  (i) the Company to file Form 10-SB with the  Securities and
Exchange  Commission  on or before  July 30,  1999,  and comply  with all future
disclosure requirements of a fully-reporting company; (ii) the Company to assist
UAI  in the  successful  completion  of  the  Private  Offering  Memorandum  for
$2,000,000 of  Convertible  Notes;  (iii)  Average price of the Company's  stock
traded on the  Over-the-Counter  Bulletin  Board to average at least  $2.00 from
August 1, 1999  through  September  30,  1999;  (iv)  Tax-free  exchange  of the
Company's  stock for UAI common stock;  (v) Successful  filing of a registration
statement that registers up to twenty-five percent (25%) of the Company's common
stock to be acquired by the UAI Controlling Shareholders; and (vi) executing the
option before March 31,  2,000.  The Company is not obligated to complete any or
all of the conditions  precedent prior to the exercise of the option. The Option
Agreement requires the Company,  with certain limitation,  to prepare and file a
registration  statement  or  registration  statements  in  compliance  with  the
Securities  Act of 1933,  as amended  (the "Act") such that the UAI  Controlling
Shareholders  will be able to sell the exchange  shares in  compliance  with the
Act.  The  Company's  registration  efforts  shall be limited to  attempting  to
register up to twenty five percent  (25%) of the  exchange  shares once in every
six (6) month period

<PAGE>


Investment Company Act and Other Regulation
- -------------------------------------------

        The Company may  participate  in a business  opportunity  by purchasing,
trading or selling  the  securities  of such  business.  The  Company  does not,
however,  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  to  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  contains  the  definition  of an
"investment  company," and it excludes any entity that does not engage primarily
in the business of investing, reinvesting or trading in securities, or that does
not engage in the business of investing,  owning, holding or trading "investment
securities"  (defined as "all  securities  other than  government  securities or
securities of  majority-owned  subsidiaries")  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,  which
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.

        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, in order to protect purchasers of investment company securities.
Since the Company will not register as an investment company,  stockholders will
not be afforded these protections.

        Any  securities,  which the Company  might  acquire in exchange  for its
Common Stock, are expected to be "restricted  securities"  within the meaning of
the  Securities  Act of 1933, as amended (the "Act").  If the Company  elects to
resell such  securities,  such sale cannot  proceed  unless the  Securities  and
Exchange  Commission  has  declared a  registration  statement  effective  or an
exemption from registration is available. Section 4(1) of the Act, which exempts
sales of securities  not involving a  distribution,  would in all  likelihood be
available to permit a private  sale.  Although  the plan of  operation  does not
contemplate resale of securities acquired,  if such a sale were to be necessary,
the Company would be required to comply with the provisions of the Act to effect
such resale.

<PAGE>

        An  acquisition  made by the  Company  may be in an  industry,  which is
regulated or licensed by federal,  state or local  authorities.  Compliance with
such regulations can be expected to be a time-consuming and expensive process.

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

        The Company expects to encounter substantial  competition in its efforts
to  locate  attractive   opportunities,   primarily  from  business  development
companies,  venture  capital  partnerships  and  corporations,  venture  capital
affiliates  of  large  industrial  and  financial  companies,  small  investment
companies,   and  wealthy   individuals.   Many  of  these  entities  will  have
significantly greater experience, resources and managerial capabilities than the
Company and will  therefore be in a better  position  than the Company to obtain
access to attractive  business  opportunities.  The Company also will experience
competition from other public "blank check"  companies,  many of, which may have
more funds available than does the Company.


No Rights of Dissenting Shareholders
- ------------------------------------

        The  Company  does not  intend  to  provide  Company  shareholders  with
complete  disclosure   documentation  including  audited  financial  statements,
concerning  a possible  target  company  prior to  acquisition,  because  Nevada
Corporate  Code vests  authority in the Board of Directors to decide and approve
matters  involving  acquisitions.  Any  transaction  would be  structured  as an
acquisition,  not a merger, with the Registrant being the parent company and the
acquiree being a wholly owned subsidiary.  Therefore, a shareholder will have no
right of dissent under Nevada law.


Administrative Offices
- ----------------------

        The Company current business  address is 462 Stevens Avenue,  Suite 308,
Solana  Beach,  California  92075.  The  Company's  telephone  number  is  (858)
793-5900.

<PAGE>

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. See "Executive Compensation" and under "Certain Relationships and
Related Transactions."

Risk Factors
- ------------

1.  Conflicts of Interest.  Certain  conflicts of interest may exist between the
- -------------------------
Company and its officers and directors.  They have other  business  interests to
which they  devote  their  attention,  and may be  expected to continue to do so
although  management time should be devoted to the business of the Company. As a
result,  conflicts  of  interest  may arise that can be  resolved  only  through
exercise of such judgment as is consistent with fiduciary duties to the Company.
See "Management," and "Conflicts of Interest."

2. Need For Additional Financing. Most of the Company proceeds received from the
- --------------------------------
Offering  Circular  have  been  provided  to  UAI  in the  form  of  bridge-loan
financing.  The loans are to be repaid to the Company in December  1999.  Before
the Company can exploit other business opportunities, these loans must be repaid
or the  Company  must  seek  additional  financing,  which  may  or  may  not be
available.  The Company has not investigated the availability,  source, or terms
that might govern the acquisition of additional capital and will not do so until
it determines a need for additional financing.  If not available,  the Company's
operations  will be  limited to those that can be  financed  with its  available
capital.  The  Company  also has an its  option to  acquire  at least 80% of the
issued and  outstanding  stock in UAI. UAI's  business plan requires  additional
financing.  There is no assurance  that these funds will be  available  from any
source or, if available, that they can be obtained on terms acceptable to UAI.

3.  Regulation  of Penny  Stocks.  The  Company's  securities  are  subject to a
- --------------------------------
Securities  and Exchange  Commission  rule that imposes  special sales  practice
requirements upon  broker-dealers who sell such securities to persons other than
established  customers or accredited  investors.  For purposes of the rule,  the
phrase "accredited investors" means, in general terms,  institutions with assets
in  excess  of  $5,000,000,  or  individuals  having a net  worth in  excess  of
$1,000,000  or having an annual  income that  exceeds  $200,000  (or that,  when
combined with a spouse's income, exceeds $300,000).  For transactions covered by
the rule, the broker-dealer  must make a special  suitability  determination for
the purchaser and receive the purchaser's  written  agreement to the transaction
prior  to  the  sale.   Consequently,   the  rule  may  affect  the  ability  of
broker-dealers to sell the Company's  securities and also may affect the ability
of purchasers in this offering to sell their securities in any market that might
develop therefore.

<PAGE>

        In addition, the Securities and Exchange Commission has adopted a number
of rules to regulate  "penny  stocks." Such rules  include Rules 3a51-1,  15g-1,
15g-2,  15g-3,  15g-4,  15g-5,  15g-6,  15g-7,  and 15g-9  under the  Securities
Exchange  Act of 1934,  as amended.  Because the  securities  of the Company may
constitute "penny stocks" within the meaning of the rules, the rules would apply
to the Company and to its  securities.  The rules may further affect the ability
of owners of Shares to sell the  securities  of the  Company in any market  that
might develop for them.

        Shareholders should be aware that,  according to Securities and Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  level,  along  with the  resulting
inevitable  collapse of those prices and with consequent  investor  losses.  The
Company's  management is aware of the abuses that have occurred  historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of  broker-dealers  who  participate in
the market,  management will strive within the confines of practical limitations
to prevent the  described  patterns from being  established  with respect to the
Company's securities.

4. Lack of  Operating  History.  The  Company  was  organized  in March 1992 and
- ------------------------------
remained  dormant until  November  1998.  Since  November 1998 the Company:  (i)
raised  $450,000 in a private  placement;  (ii)  entered  into a Share  Exchange
Agreement to acquire  controlling  interest of UAI; (iii)  provided  $450,060 in
bridge  financing to UAI; and (iv) terminated the Share Exchange  Agreement with
UAI and entered into a Stock Option  Agreement,  based upon  achieving  specific
performance criteria, to acquire controlling interest in UAI. The Company is not
profitable,  And the only revenue  earned was the accrued  interest in the Notes
Receivable to UAI The Company has no successful  operating history . The Company
faces all of the risks of a new business and the special  risks  inherent in the
investigation,  acquisition,  or involvement in a new business opportunity.  The
Company  must  be  regarded  as a new  or  "start-up"  venture  with  all of the
unforeseen costs,  expenses,  problems,  and difficulties to which such ventures
are subject.

<PAGE>

5. No  Assurance of Success or  Profitability.  There is  no-assurance  that the
- ---------------------------------------------
Company  will  acquire a  favorable  business  opportunity.  Even if the Company
should become involved in a business opportunity,  there is no assurance that it
will  generate  revenues or profits,  or that the market price of the  Company's
Common Stock will be increased thereby.

6. Possible Business - Highly Risky. An investor can expect a potential business
- -----------------------------------
opportunity to be quite risky. The Company's  acquisition of or participation in
a business  opportunity  will likely be highly  illiquid  and could  result in a
total loss to the Company and its  stockholders  if the business or  opportunity
proves  to be  unsuccessful.  The  Company  has  provided  $  450,060  in bridge
financing  to UAI. As of June 30, 1999,  UAI's  unaudited  balance  sheet showed
assets  of  approximately   $1.3  million;   liabilities  of  $1.5  million  and
shareholders' equity of approximately - $ 2.8 million. UAI is dependent upon the
proceeds from a Private  Offering  Memorandum to provide  sufficient  capital to
finance its future  growth and  operations,  technology  development,  marketing
expenses,  and to provide  working  capital for its  continued  operations as an
ongoing business. See Item 1 "Description of Business."

7. Type of Business  Acquired.  The type of  business to be acquired  may be one
- ------------------------------
that desires to avoid  effecting  its own public  offering and the  accompanying
expense, delays, uncertainties, and federal and state requirements which purport
to  protect  investors.  Moreover,  any  business  opportunity  acquired  may be
currently unprofitable or present other negative factors.

8. Impracticability of Exhaustive Investigation. The Company's limited resources
- ------------------------------------------------
and the lack of  full-time  management  will  likely  make it  impracticable  to
conduct a complete  and  exhaustive  investigation  and  analysis  of a business
opportunity  before the Company commits its capital or other resources  thereto.
Management   decisions,   therefore,   will  likely  be  made  without  detailed
feasibility studies, independent analysis, market surveys and the like which, if
the Company had more funds available to it, would be desirable. The Company will
be particularly  dependent in making decisions upon information  provided by the
promoter,  owner,  sponsor,  or others associated with the business  opportunity
seeking the Company's participation.  A portion of the Company's available funds
may be  expended  for  investigative  expenses  and other  expenses  related  to
preliminary aspects of completing an acquisition transaction, whether or not any
business opportunity investigated is eventually acquired.

<PAGE>

9. Lack of Diversification.  Because of the limited financial-resources that the
- ---------------------------
Company  has, it is  unlikely  that the Company  will be able to  diversify  its
acquisitions or operations.  The Company's  probable  inability to diversify its
activities  into  more  than one area  will  subject  the  Company  to  economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.

10.  Reliance upon  Financial  Statements.  The Company  generally  will require
- -----------------------------------------
audited financial  statements from companies that it proposes to acquire.  Given
cases where audited financials are available, the Company will have to rely upon
interim period unaudited  information received from target companies' management
that  has not  been  verified  by  outside  auditors.  The  lack of the  type of
independent  verification  which audited  financial  statements  would  provide,
increases the risk that the Company,  in evaluating an  acquisition  with such a
target company, will not have the benefit of full and accurate information about
the  financial  condition  and recent  interim  operating  history of the target
company. This risk increases the prospect that the acquisition of such a company
might  prove to be an  unfavorable  one for the  Company  or the  holders of the
Company's securities.

        Moreover, the Company will be subject to the reporting-provisions of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and thus will
be required  to furnish  certain  information  about  significant  acquisitions,
including  audited  financial  statements  for any  business  that it  acquires.
Consequently,  acquisition  prospects that do not have, or are unable to provide
reasonable  assurances  that they will be able to obtain,  the required  audited
statements  would  not  be  considered  by the  Company  to be  appropriate  for
acquisition  so long  as the  reporting  requirements  of the  Exchange  Act are
applicable.  Should  the  Company,  during  the time it  remains  subject to the
reporting  provisions of the Exchange Act,  complete an acquisition of an entity
for which audited  financial  statements prove to be  unobtainable,  the Company
would  be  exposed  to  enforcement  actions  by  the  Securities  and  Exchange
Commission (the  "Commission")  and to corresponding  administrative  sanctions,
including  permanent  injunctions  against the Company and its  management.  The
legal and other costs of  defending a Commission  enforcement  action would have
material,  adverse consequences for the Company and its business. The imposition
of  administrative  sanctions  would  subject  the  Company to  further  adverse
consequences.

<PAGE>

        In addition, the lack of audited financial statements  would-prevent the
securities  of the Company from becoming  eligible for listing on NASDAQ,  or on
any existing stock exchange.  Moreover, the lack of such financial statements is
likely to  discourage  broker-dealers  from  becoming or  continuing to serve as
market  makers in the  securities  of the  Company.  Without  audited  financial
statements,  the Company  would almost  certainly be unable to offer  securities
under a registration  statement  pursuant to the Securities Act of 1933, and the
ability of the Company to raise  capital  would be  significantly  limited until
such financial statements were to become available.

11. Other  Regulation.  An acquisition  made by the Company may be of a business
- -----------------------
that is  subject  to  regulation  or  licensing  by  federal,  state,  or  local
authorities.  Compliance with such  regulations and licensing can be expected to
be  a   time-consuming,   expensive  process  and  may  limit  other  investment
opportunities of the Company.

12. Dependence upon Management; Limited Participation of Management. The Company
- -------------------------------
currently  has only  three  individuals  who are  serving  as its  officers  and
directors. The Company will be heavily dependent upon their skills, talents, and
abilities to implement its business plan, and may, from time to time,  find that
the inability of the officers and directors to devote their full time  attention
to  the  business  of  the  Company  results  in  a  delay  in  progress  toward
implementing its business plan. See "Management."  Because investors will not be
able to evaluate the merits of possible  business  acquisitions  by the Company,
they should critically assess the information  concerning the Company's officers
and directors.

13. Lack of  Continuity in  Management.  The Company does not have an employment
- ---------------------------------------
agreement  with  its  officers  and  directors,  and as a  result,  there  is no
assurance they will continue to manage the Company in the future.  In connection
with  acquisition of a business  opportunity,  it is likely the current officers
and directors of the Company may resign  subject to compliance  with Section 14f
of the Securities  Exchange Act of 1934. A decision to resign will be based upon
the identity of the business opportunity and the nature of the transaction,  and
is  likely to occur  without  the vote or  consent  of the  stockholders  of the
Company.

14.  Indemnification of Officers and Directors.  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.  The Company will also
bear  the  expenses  of  such  litigation  for any of its  directors,  officers,
employees,  or agents,  upon such person's promise to repay the Company therefor
if it is ultimately determined that any such person shall not have been entitled
to  indemnification.  This  indemnification  policy could result in  substantial
expenditures by the Company, which it will be unable to recoup.

<PAGE>

15.  Director's  Liability  Limited.  Nevada Revised  Statutes  exclude personal
- -----------------------------------
liability  of its  directors  to the Company and its  stockholders  for monetary
damages for breach of fiduciary duty except in certain specified  circumstances.
Accordingly,  the Company will have a much more limited right of action  against
its directors than otherwise  would be the case.  This provision does not affect
the liability of any director under federal or applicable state securities laws.

16. Dependence upon Outside Advisors.  To supplement the business  experience of
- ------------------------------------
its officers and directors,  the Company may be required to employ  accountants,
technical experts, appraisers,  attorneys, or other consultants or advisors. The
Company's  President without any input from stockholders will make the selection
of any such advisors.  Furthermore,  it is anticipated  that such persons may be
engaged  on an "as  needed"  basis  without  a  continuing  fiduciary  or  other
obligation to the Company.  In the event the President of the Company  considers
it  necessary  to hire  outside  advisors,  he may elect to hire persons who are
affiliates, if they are able to provide the required services.

17.  Leveraged  Transactions.  There is a possibility  that any acquisition of a
- -----------------------------
business  opportunity  by the Company may be  leveraged,  i.e.,  the Company may
finance the  acquisition of the business  opportunity  by borrowing  against the
assets of the  business  opportunity  to be acquired,  or against the  projected
future revenues or profits of the business opportunity.  This could increase the
Company's exposure to larger losses. A business  opportunity  acquired through a
leveraged  transaction  is profitable  only if it generates  enough  revenues to
cover the  related  debt and  expenses.  Failure  to make  payments  on the debt
incurred to purchase  the  business  opportunity  could  result in the loss of a
portion or all of the assets  acquired.  There is no assurance that any business
opportunity  acquired through a leveraged  transaction will generate  sufficient
revenues to cover the related debt and expenses.

18. Competition. The search for potentially profitable business opportunities is
- ----------------
intensely  competitive.  The  Company  expects  to  be  at a  disadvantage  when
competing  with  many  firms  that  have  substantially  greater  financial  and
management  resources  and  capabilities  than the  Company.  These  competitive
conditions  will  exist  in  any  industry  in  which  the  Company  may  become
interested.

19. No Foreseeable  Dividends.  The Company has not paid dividends on its Common
- -----------------------------
Stock and does not anticipate paying such dividends in the foreseeable future.

<PAGE>

20.  Loss of Control by Present  Management  and  Stockholders.  The Company may
- ---------------------------------------------------------------
consider an  acquisition in which the Company would issue as  consideration  for
the business  opportunity  to be acquired an amount of the Company's  authorized
but  unissued  Common  Stock that  would,  upon  issuance,  represent  the great
majority of the voting  power and equity of the  Company.  The result of such an
acquisition  would be that the acquired  company's  stockholders  and management
would  control the Company,  and persons  unknown  could  replace the  Company's
management  at this  time.  Such a merger  would  result  in a  greatly  reduced
percentage of ownership of the Company by its current shareholders.

21.  Volatility of Stock Price.  Recent history  relating to the market price of
- -------------------------------
the Company's stock, indicates the market price is highly volatile. Factors such
as those discussed in this "Risk Factors" section may have a significant  impact
upon  the  market  price  of the  securities.  Owing  to the  low  price  of the
securities,  many brokerage  firms may not be willing to effect  transactions in
the securities.  Further,  many lending  institutions will not permit the use of
such securities as collateral for any loans.

22. Blue Sky Considerations.  Because the securities  registered  hereunder have
- ----------------------------
not been  registered  for  resale  under  the blue sky laws of all  states,  the
holders of such shares and  persons  who desire to purchase  them in any trading
market,  should  be aware  that  there may be  significant  state  blue-sky  law
restrictions  upon  the  ability  of  investors  to sell the  securities  and of
purchasers  to  purchase  the   securities  in  any   particular   state.   Some
jurisdictions  may not under any  circumstances  allow the  trading or resale of
blind-pool or "blank-check" securities.  Accordingly,  investors should consider
the secondary market for the Company's securities to be a limited one.

23. Blue Sky  Restrictions.  Many states have enacted  statutes or rules,  which
- --------------------------
restrict or prohibit the sale or resale of securities of "blank check" companies
to residents so long as they remain shell  companies.  To the extent any current
shareholders  or subsequent  purchaser from a shareholder may reside in a state,
which  restricts  or  prohibits  resale of shares  in a "blank  check"  company,
warning is hereby given that the shares may be "restricted"  from resale as long
as the company is a shell company.

        In the event of a violation of state laws regarding resale,  the Company
could be liable for civil and criminal  penalties,  which would be a substantial
impairment to the Company.

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS OR
PLAN OF OPERATIONS.

Liquidity and Capital Resources
- -------------------------------

     The Company  remains in the  development  stage.  Since  November 1998, the
Company has financed  operations and bridge-loan  financing through the issuance
of plaement of common shares through which it has received  $495,000.  Until the
bridge-loans are repaid the Company has limited liquidity.

        The Company will carry out its plan of business as discussed  above. 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.

Results of Operations
- ---------------------

        During the period from March 1992 (inception)  through October 1998, the
Company  has  engaged in no  significant  operations  other than  organizational
activities.

Comparison of operating results for the year 1998 and 1997.
- -----------------------------------------------------------
     In 1998 the Company  accrued $3,372 in revenues from the interest earned on
the Notes  Receivable  to UAI. The Company had no revenues in 1997.  The Company
incurred $26,710 in expenses in 1998 as compared to $185 in expenses in 1997. In
1998, $20,370 of such expenses were costs incurred to execute the Share Exchange
Agreement with UAI; $2,845 in presentations to secutities broker dealers; $1,800
for the  preparation  of  audited  financial  statements  and  $1,500 for office
expenses.

     The net operating loss in 1998 was ($23,338) as compared to ($185) in 1997.
The net loss per  share  each  year was less  than  ($.01) in 1998 and less than
($0.01) in 1997.

Comparison  of  operating  results for the three  months ended June 30, 1999 and
- --------------------------------------------------------------------------------
June 30, 1998.
- --------------
     In 1999, the Company  accured  revenues of $13,502 from the interest earned
on the Notes  Receivable from to UAI. No Revenues were recorded in 1998. In 1999
the Company  incurred  $17,552 in expenses  compared to $3,401 in 1998.  In 1999
$15,000 was  incurred as a  management  fee to the  President of the Company and
$2,250 was paid for the office suite and related  expenses.  In 1998, $1,800 was
incurred to prepared the audited  financial  results and $1,257 in presentations
to broker dealers.

     The net  operating  loss in the period in 1999 was  ($4,050) as compared to
($3,401) in 1998. The net loss per share each period was less than ($0.01).

Comparison  of  Operating  Results for the six month  period ended June 30, 1999
- --------------------------------------------------------------------------------
compared to same period in 1998
- -------------------------------

     In 1999, the Company  accured  revenues of $27,004 from the interest earned
on the Notes  Receivable from to UAI. No revenues were recorded in 1998. In 1999
the Comopany  incurred  $46,911 in expenses  compared to $3,586 in 1998. In 1999
$30,000 was incurred as a management fee to the President of the Company, $6,000
was  paid  to  Standard  Poor's  for  financial  coverage,  $5,098  was  paid in
professional  fees and $4,500 was paid for the office suite and related expense.
In 1998,  $1,800 was incurred to prepared th audited  financial  results and and
$1,257 in presentations to broker dealers.

     The net  operating  loss in 1998 was  ($19,907) as compared  to($3,586) in
1997. The net loss per share in 1999 was ($0.01) in 1998.

        For the current fiscal year, the Company anticipates incurring a loss as
a result of legal and accounting expenses, expenses associated with registration
under the Securities Exchange Act of 1934, and expenses associated with locating
and evaluating  acquisition  candidates.  The Company  anticipates  that until a
business  combination is completed with an  acquisition  candidate,  it will not
generate  revenues other than interest income,  and may continue to operate at a
loss after completing a business combination,  depending upon the performance of
the acquired business.

<PAGE>

Need for Additional Financing
- -----------------------------

        The Company does not have capital  sufficient to meet the Company's cash
needs,   including  the  costs  of  compliance  with  the  continuing  reporting
requirements  of the  Securities  Exchange Act of 1934. The Company will have to
seek  loans or equity  placements  to cover  such cash  needs.  In the event the
Company is able to complete a business  combination during this period,  lack of
its  existing  capital  may  be a  sufficient  impediment  to  prevent  it  from
accomplishing  the  goal of  completing  a  business  combination.  There  is no
assurance,  however,  that  the  available  funds  will  ultimately  prove to be
adequate  to allow it to  complete a business  combination.  And once a business
combination is completed, the Company's needs for additional financing is likely
to increase substantially.

        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.

        Irrespective of whether the Company's cash assets prove to be inadequate
to meet the Company's  operational  needs,  the Company might seek to compensate
providers of services by issuances of stock in lieu of cash.

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

        Year 2000 problems result  primarily from the inability of some computer
software to property store,  recall,  or use data after December 31, 1999. These
problems may affect many  computers  and other  devices  that  contain  embedded
computer chips. The Company's  operations,  however,  do not rely on information
technology  (IT) systems.  Accordingly,  the Company does not believe it will be
material affected by Year 2000 problems.

        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.

<PAGE>

ITEM 3.  DESCRIPTION OF PROPERTY

     The Company has no property.  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  suite  and  all  related  expenses  including
receptionist,  clerical  and  technical  support,  office  supplies,  telephone,
computer, etc.

ITEM 4.  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.


                                                    NUMBER OF
SHAREHOLDERS BENEFICIAL OWNERS                      SHARES            PERCENTAGE

Bonechi Finance Ltd.                                300,000               9.1%
Level 6, 459 Collins Street
Melbourne 3000
Victoria Australia 8007

Booker Finance Ltd.                                 300,000               9.1%
Suite 26-00, Level 26, Menara IMC
Jalan Sultan Ismail
50250, Kuala Lumpu

Britannia Securities Ltd.                           300,000               9.1%
North Town Mills, Level 4
PO Box 370
Trinity Square
St. Peter Port
Guernsey GYI 3NY

Collyer House Ltd.                                  300,000               9.1%
52 Station Street
Mt. Eliza 3930
Victoria Australia

Holder Row Ltd.                                     300,000               9.1%
Level 9, 575 Bourke Street
Melbourne 3000
Victoria Austrailia

Normandy Investment Ltd.                            300,000               9.1%
111 Bayside Drive, Suite 200
Corona Del Mar, CA 92625

Salamander Group Investments Ltd.                   300,000               9.1%
North Town Mills, Level 4
PO Box 370 Trinity Square
St. Peter Port
Guernsey GIY

Yellowstone Securities Ltd.                         300,000               9.1%
6 Nova Drive
Dandenong 3175
Victoria Austrailia

Oceania Custodians, Ltd.                            250,000               7.6%
23 S. Milburn Street
Dunedin, New Zealand



<PAGE>
 Kurt Wright                                              0                 0
2625 Temple Heights Dr.
Oceanside, CA 92056

Leonard Viejo                                        30,000               0.9%
462 Stevens Avenue, Suite 308
Solana Beach, CA 92075

Anthony D. Robinson                                  10,000               0.3%
7 Airedale Avenue
Hawthron East 3123
Victoria Australia

Roger C. Davey                                       10,000               0.3%
Canterbury Mint Pty. Ltd.
155 Cochranes Road
Cere 3221
Victoria Australia

All directors and executive                         50,000                1.5%
officers as a group (3 persons)


ITEM 5.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

        The directors and executive  officers  currently serving the Company are
as follows:


Name                          Position                         Term
- ----                          --------                         ----

Kurt Wright                   Chairman and Director            Annual

Leonard Viejo                 President, Assistant             Annual
                              Secretary and Director

Roger C. Davey                Secretary and Director           Annual

        The  directors  named above will serve until the next annual  meeting of
the Company's stockholders.  Thereafter,  directors will be elected for one-year
terms at the annual stockholders' meeting. Officers will hold their positions at
the pleasure of the board of  directors,  absent any  employment  agreement,  of
which none  currently  exists or is  contemplated.  There is no  arrangement  or
understanding  between the  directors  and officers of the Company and any other
person  pursuant to which any  director or officer was or is to be selected as a
director or officer.

<PAGE>

        The  directors  and officers of the Company will devote such time to the
Company's  affairs on an "as needed"  basis.  As a result,  the actual amount of
time, which they will devote to the Company's affairs,  is unknown and is likely
to vary substantially from month to month.

Biographical Information
- ------------------------

        Kurt Wright,  Director and Chairman, age 58, is president and founder of
        -----------------------------------
Clear  Purpose  Management,  Inc.  (CPM)  (1976-present).  CPM  is a  management
consulting firm specializing in corporate culture change. Mr. Wright has coached
leaders from some of the most  respected  companies in the U.S.,  Canada,  South
America  and Europe  including  3M,  Shell Oil,  Hallmark,  Pratt & Whitney  and
Alberto  Culver.  His  work,  as well as the ideas in his  book,  "Breaking  the
Rules,"  grew out of a 1970  decision  to spend the rest of his life  working to
understand what each of us is like at our very best.  Prior to founding CPM, Mr.
Wright was associated with the Dale Carnegie Courses, where he led the effort to
introduce Dale Carnegie's  Management  Seminar to the Denver market.  Mr. Wright
began his career as a feed ingredient  merchandiser  (commodity  trader) for the
Pillsbury  Company.  He  attended  Hamline  University  and  the  University  of
Minnesota where he majored in educational psychology.

        Leonard Viejo,  Director and  President,  age 50, is President of ASTRUM
        ----------------------------------------
Energy Corporation ("ASTRUM") (1997-1998) and Vice President and Chief Financial
Officer in the  investment  banking  firm of  Kinsell,  Newcomb & De Dios,  Inc.
("Kinsell") (1994-1998). ASTRUM is an energy services company that partners with
municipalities  to offer their  communities  lower  electric  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, an energy management company.  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.

     Roger C. Davey, Director and Secretary,  age 52, is an Australian resident.
     ---------------------------------------
He was a Director of McIntosh Hamson Hoare Govett, a major Australian  brokerage
house  and was  responsible  for the  creation  and  management  of the  futures
operations as Executive Director of McIntosh Risk Management Limited.  Mr. Davey
was also a  Director  of  Sydney  Futures  Limited  and Bain  Refco  Commodities
Limited.  Since  1992 he has also been a Director  of and held  Chief  Financial
Officer  positions  in Yamarna  Goldfield,  N.L.,  Ysabel  Resources,  Inc.  and
Transglobal  Resources,  N.L. Mr.  Davey has a Bachelor of Business  degree from
Wesley College, is a CPA, a member of the Securities  Institute of Australia and
the Australian Corporation Treasures Association and has extensive experience in
all aspects of finance and risk management techniques, as well as a full working
knowledge of financial markets in North America,  Canada and Australia,  and the
associated regulatory requirements.

<PAGE>

        Management will devote  necessary time to the operations of the Company,
and any time spent will be devoted to screening and assessing and, if warranted,
negotiating to acquire business opportunities.

        None of the  Company's  directors  receives any  compensation  for their
respective  services  rendered  to the  Company,  nor have  they  received  such
compensation in the past. They all have agreed to act without compensation until
authorized by the Board of  Directors,  which is not expected to occur until the
Company has generated revenues from operations after consummation of a merger or
acquisition.  The President of the Company receives a monthly fee of $5,000.  No
retirement, pension, profit sharing, stock option or insurance programs or other
similar  programs  have been  adopted  by the  Company  for the  benefit  of its
employees.

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

<PAGE>

        It is possible  that  persons  associated  with  management  may refer a
prospective  merger or  acquisition  candidate to the Company.  In the event the
Company  consummates  a  transaction  with any entity  referred by associates of
management,  it is possible that such an associate will be compensated for their
referral in the form of a finder's fee. It is anticipated  that this fee will be
either in the form of  restricted  Common Stock issued by the Company as part of
the  terms  of the  proposed  transaction,  or  will  be in  the  form  of  cash
consideration.  The amount of such  finder's fee cannot be  determined as of the
date of filing this report,  but is expected to be comparable  to  consideration
normally paid in like transactions.

Indemnification of Officers and Directors
- -----------------------------------------

        As permitted by Nevada Revised  Statutes,  the Company may indemnify its
directors and officers  against  expenses and liabilities  they incur to defend,
settle,  or satisfy any civil or criminal action brought against them on account
of their being or having been Company  directors or officers unless, in any such
action,  they are  adjudged  to have  acted  with  gross  negligence  or willful
misconduct.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act of 1933 may be  permitted  to  directors,  officers  or  persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that, in the opinion of the  Securities  and Exchange  Commission,
such  indemnification  is against public policy as expressed in that Act and is,
therefore, unenforceable.

Exclusion of Liability
- ----------------------

        The Nevada Business  Corporation Act excludes personal liability for its
directors  for monetary  damages  based upon any  violation  of their  fiduciary
duties  as  directors,  except  as to  liability  for any  breach of the duty of
loyalty,  acts or  omissions  not in good  faith  or which  involve  intentional
misconduct  or a knowing  violation  of law,  acts in  violation  of the  Nevada
Business  Corporation Act, or any transaction from which a director  receives an
improper personal benefit. This exclusion of liability does not limit any right,
which a director may have to be indemnified,  and does not affect any director's
liability under federal or applicable state securities laws.


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

        The  officers  and  directors of the Company will not devote more than a
portion of their time to the  affairs of the  Company.  There will be  occasions
when the time  requirements of the Company's  business conflict with the demands
of their other  business and investment  activities.  Such conflicts may require
that the Company attempt to employ additional  personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

<PAGE>

Conflicts  of  Interest - General.  Officers  and  directors  of the Company may
participate in business ventures, which 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.


ITEM 6.  EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE OF EXECUTIVES & DIRECTORS
                           -----------------------------------------------------

                                    Annual Compensation                 Awards

Name and           Year  Salary  Bonus   Other Annual   Restricted    Securities
Principal                ($)     ($)     Compensation   Stock         Underlying
Position                                ($)             Award(s)      Options/
                                                        ($)           SARs (#)
============== --------- ------------ --------- ------------------- ------------
Leonard Viejo,     1997   0      0       0               0                 0
President &
Director
               --------- ------------ --------- ------------------- ------------
                   1998   0      0       5,000           0                 0
============== --------- ------------ --------- ------------------- ------------
Kurt Wright        1998   0      0       0               0                 0
Chairman &
Director
============== --------- ------------ --------- ------------------- ------------
Roger C. Davey,    1997   0      0       0               0                 0
Secretary
               --------- ------------ --------- ------------------- ------------
                   1998  0       0       0               0                 0
============== --------- ------------ --------- ------------------- ------------


        Option/SAR Grants Table (None)

<PAGE>

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

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

     See "Certain  Relationships and Related  Transactions."  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.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


     In March  1998,  Jay Geier,  President  and  Director  was issued 5 million
shares of common stock @ $.001 per share for cash

     No officer,  director,  or  affiliate of the Company any direct or indirect
material  interest in any asset  proposed to be acquired by the Company  through
security holdings, contracts, options, or otherwise.

        The Company has adopted a policy under which any  consulting or finder's
fee that may be paid to a third party or affiliate  for  consulting  services to
assist management in evaluating a prospective business opportunity would be paid
in stock  or in cash.  Any  such  issuance  of stock  would be made on an ad hoc
basis.  Accordingly,  the Company is unable to predict whether or in what amount
such a stock issuance might be made.

        Although there is no current plan in existence,  it is possible that the
Company  will adopt a plan to pay or accrue  compensation  to its  officers  and
directors for services related to seeking business  opportunities and completing
a merger or acquisition transaction.

     The Company current  business is the business  address for another employer
of the  President of the  Company.  The Company has agreed to pay $750 per month
for an office suite and all related expenses. It is likely that the Company will
establish  and  maintain  a  different  office  after  completion  of a business
combination.
<PAGE>


ITEM 8.  DESCRIPTION OF SECURITIES

Common Stock
- ------------

     The  Company's   Articles  of  Incorporation   authorize  the  issuance  of
100,000,000  shares of Common  Stock  $0.001 par value.  Each  record  holder of
Common Stock is entitled to one vote for each share held on all matters properly
submitted to the  stockholders  for their vote. The Articles of Incorporation do
not permit cumulative voting for the election of directors.  As of June 30, 1999
a total of 3,290,250 common shares are issued and outstanding.

        Holders  of  outstanding  shares of Common  Stock are  entitled  to such
dividends as may be declared  from time to time by the Board of Directors out of
legally  available  funds;  and,  in the event of  liquidation,  dissolution  or
winding up of the  affairs of the  Company,  holders  are  entitled  to receive,
ratably,  the  net  assets  of  the  Company  available  to  stockholders  after
distribution  is made to the  preferred  stockholders,  if  any,  who are  given
preferred rights upon liquidation. Holders of outstanding shares of Common Stock
have no  preemptive,  conversion  or  redemptive  rights.  All of the issued and
outstanding shares of Common Stock are, and all unissued shares when offered and
sold will be, duly authorized, validly issued, fully paid, and nonassessable. To
the extent that additional shares of the Company's Common Stock are issued,  the
relative interests of then existing stockholders may be diluted.

Shareholders
- ------------

        Each  shareholder has sole  investment  power and sole voting power over
the shares owned by such shareholder.

        No  shareholder  has entered into or delivered  any lock up agreement or
letter agreement regarding their shares or options thereon.

Transfer Agent
- --------------

        The Company's  transfer agent is Atlas Stock Transfer  Corporation  5899
South State Street, Salt Lake City, Utah 84107 as its transfer agent.

<PAGE>

Reports to Stockholders
- -----------------------

        The Company plans to furnish its stockholders  with an annual report for
each fiscal year  containing  financial  statements  audited by its  independent
certified  public  accountants.  In the event the Company enters into a business
combination with another company,  it is the present  intention of management to
continue  furnishing annual reports to stockholders.  Additionally,  the Company
may, in its sole discretion,  issue unaudited quarterly or other interim reports
to its  stockholders  when it deems  appropriate.  The Company intends to comply
with the periodic reporting  requirements of the Securities Exchange Act of 1934
for so long as it is subject to those requirements.


                                           PART II

Item 1. MARKET PRICE AND DIVIDENDS ON THE  REGISTRANTS  COMMON  EQUITY AND OTHER
SHAREHOLDER MATTERS

        The   Company's   shares  of  common   stock   began   trading   on  the
Over-the-Counter  Bulletin Board on December 8, 1998. The prices set forth below
represent closing prices.


                                High                  Low
                                ----                  ---


        1998
        ----
Fourth Quarter                 $ 6.00                $ 5.25

        1999
        ----
First Quarter                  $ 5.50                $ 1.00
Second Quarter                 $ 4.25                $ 0.75


December  28,  1998 was the last  date the stock  was  traded  in 1998,  and the
closing  price was $6.00.  On July 16, 1999,  the closing price of the stock was
five-eights  (5/8).  At December 31, 1998, and June 30, 1999,  there were 62 and
approximately  96 holders of records of the Company's  stock,  respectively.  No
dividends  have been paid to date and the Company's  Board of Directors does not
anticipate paying dividends in the foreseeable future.

<PAGE>

ITEM 2.  LEGAL PROCEEDINGS

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

        No director, officer or affiliate of the Company, and no owner of record
or beneficial  owner of more than 5.0% of the securities of the Company,  or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material  interest  adverse to the Company in  reference to
any litigation.

ITEM 3.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

     Schvaneveldt  and Company  completed the audit of the balance  sheets as of
December   31,1997,   and  1996  and  the  related   statements  of  operations,
stockholders'  equity and cash flows for the years ended  December 31, 1997, and
1998.  The  Independent  Audit  Report  contained  an opinion  which  included a
paragraph discussing  uncertainties  related to continuation of the Company as a
going concern.  Due to the Share Purchase Agreement,  that changed the principal
shareholder of the Company, the Company changed Accountants and retained Michael
Johnson & Company.  In connection with these prior audits, no disagreement exist
with any former  Acountant on any matter of  accounting  principles or pratices,
financial  statements  disclosure,   or  auditing  scope  of  procedure,   which
disagreement if not resolved to the  satisfaction of th former  Accountant would
have caused the  Accountant to make  reference in connection  with his report to
the subject matter of the disagreement(s).


ITEM 4.  RECENT SALES OF UNREGISTERED SECURITIES

     In the prior  three  years the  Company  has sold its  Common  Stock to the
persons listed in the table below in transactions summarizd as follows:

                                                                       CONSID-
                                                            AMOUNT OF  ERATION
NAME & ADDRESS                       PURCHASE DATE          SHARES     PER SHARE
- --------------                       -------------          ------     ---------
Jay A. Geier                         March  1998          5,000,000        $0.01
                                                                           cash

Booker Finance Ltd.                  December 7, 1998       300,000        $0.33
Suite 26-00, Level 26, Menara IMC                                           cash
Jalan Sultan Ismail
50250, Kuala Lumpur

Britannia Securities Ltd.            December 7, 1998       300,000        $0.33
North Town Mills, Level 4                                                   cash
PO Box 370
Trinity Square
St. Peter Port
Guernsey GYI 3NY

Holder Row Ltd.                      December 9, 1998       300,000        $0.33
Level 9, 575 Bourke Street                                                  cash
Melbourne 3000
Victoria Austrailia

Normandy Investmentts, Inc.          December 11, 1998      300,000        $0.33
111 Bayside Drive, Suite 200                                                cash
Corona Del Mar, CA 92625

<PAGE>

Salamander Group Investments, Ltd.   December 11, 1998      300,000        $0.33
North Town Mills, Level 4                                                   cash
PO Box 370
Trinity Square
St. Peter Port
Guernsey GYI

Leonard and Amber Viejo              January 29, 1999        30,000        $0.33
462 Stevens Ave., Suite 308                                                 cash
Solana Beach, CA 92075

Anthony D. Robinson                  February 2, 1999        10,000        $0.33
7 Airedale Avenue                                                           cash
Hawthorn East 3123
Victoria Australia

Bonechi Finance Ltd.                 June 30, 1999          300,000        $0.33
Level 6, 459 Collins Street                                                cash
Melbourne 3000
Victoria Australia 8007

Collyer House Ltd.                   June 30, 1999          300,000        $0.33
52 Station Street                                                           cash
Mt. Eliza 3930
Victoria Australia

Cortell Group Ltd.                   June 30, 1999          300,000        $0.33
114 Cathedral Street                                                        cash
Sydney Australia 2011

Yellowstone Securities Ltd.          June 30, 1999          300,000        $0.33
6 Nova Drive                                                                cash
Dandenong 3175
Victoria Australia

Oceania Custodians Ltd.              June 30, 1999          250,000        $0.33
23 S Milburn Street                                                         cash
Dunedin, New Zealand

Canterbury Mint Pty. Ltd.            June 30, 1999           10,000        $0.33
H. Canterbury Park                                                          cash
155 Cochranes Road, Cere 3221
Victoria Australia

Investment Concepts                  May 26, 1999            25,000        $0.33
PO Box 2866                                                                 cash
La Jolla, CA 92038

Investments Concepts                 June 30, 1999           25,000        $0.33
PO Box 2866                                                                 cash
La Jollan, CA 92038
<PAGE>

     Each of the sales listd above was made for cash or serivces as listed.  All
of the listed sales were made in reliance upon the eximption  from  retistration
offered by Section 4(2) of the Securities Acto of 1933, as amended and all sales
except to Jay A. Geier were make in reliance upon Rule 504 of Regulation D.

ITEM 5.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The Nevada Revised  Statutes  provide that the Company may indemnify its
officers and  directors for costs and expenses  incurred in connection  with the
defense of actions, suits, or proceedings where the officer or director acted in
good faith and in a manner he reasonably  believed to be in the  Company's  best
interest  and is a party by reason  of his  status as an  officer  or  director,
absent a finding of negligence or misconduct in the performance of duty.

<PAGE>

                                          SIGNATURES:



Pursuant to the  requirements  of Section 12 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.



DATED:  ____________________









                                                   by:/s/Leonard Veijo
                                                   _____________________
                                                     Leonard Viejo
                                                     President



                                                   Directors:





                                                   by:/s/Kurt Wright
                                                     ___________________________
                                                     Kurt Wright
                                                     Director





                                                   by:/s/Leonard Viejo
                                                     ___________________________
                                                      Leonard Viejo
                                                      Director



                                                    by:/s/Roger C. Davey
                                                     ___________________________
                                                       Roger C. Davey
                                                       Director

<PAGE>



                            BIO-AMERICAN CAPITAL CORP

                          (A Development Stage Company)



                          Index to Financial Statements

<PAGE>


                            BIO-AMERICAN CAPITAL CORP
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                  1999

Cover Page                                                     F-1

Auditors Report for years ended December 31, 1997
     and 1998 and period ended  1999                           F-2

Balance Sheet                                                  F-3

Statement of Operations                                        F-4

Statement of Cash Flows                                        F-5

Statement of Stockholders'  Equity                             F-6

Notes to Financial Statements                                  F-7 - 8 - 9

Auditors Report for years ended December 31,
1996 and 1997                                                  F-10

Balance Sheet                                                  F-11

Statement of Operations                                        F-12

Statement of Stockholders'  Equity                             F-13 - 14

Statement of Cash Flows                                        F-15

Notes to Financial Statements                                  F-16 - 17

Interim Unaudited Financial Statements
for Period Ended June 30, 1999                                 F-18

Balance Sheet                                                  F-19

Statement of Operations                                        F-20

Statement of Cash Flows                                        F-21

Statement of Operations                                        F-22

Statement of Cash Flows                                        F-23

Notes to Financial Statements                                  F-24 - 25



<PAGE>

                            BIO-AMERICAN CAPITAL CORP
                          (A Development Stage Company)
                              FINANCIAL STATEMENTS
           For the Period May 5, 1992 (Inception) to December 31, 1998
                                      F-1

<PAGE>
                         Michael B. Johnson & Company LLC
                        91785 E. Kenyon Ave., Suite 100
                                Denver, Co 80237

                          INDEPENDENT AUDITORS' REPORT

To the board of Directors of
Bio-American Capital Corp.


We have audited the accompanying  balance sheet of Bio-American Capital Corp. (A
Development Stage Company) as of December 31, 1998 and the related statements of
operations,  stockholders'  equity,  and cash flows for the period  then  ended.
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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
These 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 overall  financial  statement  presentation.  We believe that our
audit provides 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, 1998 and the results of their  operations  and their cash flows
for the year  then  ended  in  conformity  with  generally  accepted  accounting
principles.

/s/Michael B. Johnson
____________________
Denver, Colorado
July 26, 1999

                                      F-2
<PAGE>



                           BIO-AMERICAN CAPITAL CORP
                         (A Development Stage Company)
                              FINANCIAL STATEMENTS
          For the Period May 5, 1992 (Inception) to December 31, 1998
                                   (Audited)

<PAGE>


                        Bio-American Capital Corporation
                          (A Development Stage Company)
                                  Balance Sheet
                     December 31, 1998 and December 31, 1997

                                                            Dec.31,     Dec. 31,
                                                            1998        1997


                             ASSETS
CURRENT ASSETS
   Cash                                                  $  29,720    $    --
   Stock Subscription (Note 3)                             495,000         --
   Interest Receivable                                       3,372         --
   Notes Receivable (Note 4)                               450,060         --
                                                         ---------    ---------

        TOTAL CURRENT ASSETS                               978,152

           TOTAL                                         $ 978,152    $    --
                                                         =========    =========

              LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts Payable                                      $  22,647    $     170
                                                         ---------    ---------

        TOTAL CURRENT LIABILITIES                           22,647          170

COMMITMENTS AND CONTINGENCIES (Note 5)

STOCKHOLDERS' EQUITY
   Common stock, $0.001 par value: authorized -
      100,000,000 shares; issued and outstanding -
      3,290,250 shares                                       3,290          780
   Additional paid-in capital                              983,523        7,020
   Accumulated deficit                                     (31,308)      (7,970)
                                                          ---------    ---------
        TOTAL STOCKHOLDERS' EQUITY                         955,505         (170)
                                                          ---------    ---------

           TOTAL LIABILITIES &  STOCKHOLDERS' EQUITY     $ 978,152    $    --
                                                          =========    =========



   The accompanying notes are an integral part of these financial statements.
                                      F-3

<PAGE>
<TABLE>
<CAPTION>


                        Bio-American Capital Corporation
                          (A Development Stage Company)
                             Statement of Operations
                     For the Year Ended  December 31, 1998
   With Comparative Totals for December, 31, 1997 and Accumulated from May 5,
                      1992 (Inception) to December 31, 1998

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

                                             Dec. 31     Dec. 31,      Dec. 31,
                                             1998        1997          1998
REVENUES:

     Interest Income                      $ 3,372     $             $     3,372


EXPENSES:
      Amortization                                                          500
      Professional Expenses                20,210            185         21,110
      Management Fees                       5,000                         5,000
      Travel                                                              1,997
      Office Expenses                       1,500                         6,073


        Total Expenses                     26,710            185         34,680
                                           ------            ---         ------


Net Loss                                 $(23,338)       $  (185)      $(31,308)
                                        ===========    ===========   ===========


Loss Per Share                           $ (0.006)       $ (0.00)
                                        ===========    ===========

Weighted Average Shares Outstanding     3,799,535        780,000
                                         =========       =======
</TABLE>


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

                                      F-4

<PAGE>
<TABLE>
<CAPTION>


                        Bio-American Capital Corporation
                          (A Development Stage Company)
                             Statement of Cash Flow
                     For the Year Ended  December 31, 1998
          With Comparative Totals for December 31, 1997 and May 5, 1992
                        (Inception) to December 31, 1998

                                                                     May 5, 1992
                                                  Dec. 31  Dec. 31 (Inception)to
                                                  1998     1997     Dec.31, 1998
<S>                                              <C>         <C>       <C>
                                                  ----     ----     ------------
CASH FLOW FROM OPERATING ACTIVITIES:

Net Loss                                         $ (23,338)  $ (185)   $(31,308)

Amortization                                           500      --          100
Increase in Accounts payable                        22,477   22,647          85
(Increase) in Stock Subscriptions Receivable      (495,000)     --     (495,000)
(Increase) in Interest Receivable                   (3,372)
Increase in Notes Receivable                      (450,000)     --     (450,000)
                                                  --------- ---------  ---------

         Net Cash Used by Operating Activities    (949,233)     --     (956,533)

CASH FLOW FROM INVESTING ACTIVITIES:
Incorporation Costs                                    --       --         (500)
Net Cash Used by Investing Activities                  --       --         (500)


CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from Sale of Common Stock                 978,953      --      986,753
                                                  --------- ---------  ---------
Net Cash Provided by Financing Activities          978,953

INCREASE IN CASH                                    29,720      --       29,720

CASH, at Beginning of Period                           --       --           --

CASH, at End of Period                           $ 29,720    $  --     $ 29,720
                                                 ========    ========   ========


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

   The accompanying notes are an integral part of these financial statements.
                                      F-5

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                        Bio-American Capital Corporation
                       Statements of Stockholders' Equity
                                December 31, 1998



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

Net Earnings for
12/31/92          $         0   $      0   $     0    $      0    $       0
                                                                                                              0    $         0
                                                                                                                             0

Balance, December
31, 1992                    0          0         0           0            0

Issuance to
Founders for Cash     780,000        780     7,020           0        7,800

Net Loss
12/31/93                    0          0         0      (1,285)      (1,285)

Balance, December
31, 1993              780,000        780     7,020      (1,285)       6,515

Net Loss
12/31/94                                                (2,732)       (2,732)
                                                         ------        ------
Balance, December
31, 1994              780,000        780     7,020      (4,017)        3,783

Net Loss
12/31/95                                                (3,583)       (3,583)
                                                      -----------    -----------
Balance, December
31, 1995             780,000         780     7,020      (7,600)          200


Net Loss
12/31/96                                                  (185)         (185)
                                                      -----------    -----------
Balance, December
31, 1996             780,000         780      7,020     (7,785)           15

Net Loss 12/31/97                                         (185)         (185)
                                                      -----------    -----------

Balance, December
31, 1997             780,000         780      7,020     (7,970)         (170)

Issuance 1/98
for Cash           5,000,000       5,000          0          0         5,000

Reverse Stock
Split 11/19/98    (5,489,750)     (5,490)     5,490          0             0

Issuance 12/14/98
for Cash           3,000,000       3,000    971,013          0       974,013
                   ---------     --------  --------
Net Loss for
12/31/98                                               (23,338)      (23,338)
                                                                                                    -----------    -----------

Balance, December
31, 1998           3,290,250    $  3,290   $983,523   $(31,308)   $  955,505
                  ==========    =========  ========   =========   ==========

   The accompanying notes are an integral part of these financial statements.
                                      F-6
</TABLE>


<PAGE>


                           BIO-AMERICAN CAPITAL CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 1998

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

Organization:

Bio-American  Capital Corporation (A Development Stage Company) was incorporated
in May 1992 to raise capital for a business venture.  Minimal capital was raised
and it engaged in no business and remained  dormant until November 1998.  During
November 1998 the Company raised $990,000 from an exempt Offering Circular under
Regulation D, Rule 504 of the  Securities and Exchange  Commission.  The Company
now  acts as a  merchant  bank to  organize,  capitalize,  acquire  and  finance
technology companies in the electronic communications and commerce industry.

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.

Basis of Presentation:

The authorized  capital stock of the corporation is 100,000,000 shares of common
stock $.001.

Cash and Cash Equivalents:

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

Stock Subscription:

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

Revenue Recognition:

The Company sells merchant  banking  services and invests in selected  ventures.
Revenue consist of fees for services and a return on the capital invested.

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.

                                      F-7

<PAGE>


                           BIO-AMERICAN CAPITAL CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 1998


Net Loss Per Share:

Net loss per share is based on the weighted  average number of common shares and
common shares equivalents outstanding during the period.


Note 2 - Federal Income Taxes:
- ------------------------------

The  Company  adopted  statement  of  financial  Accounting  Standards  No. 109,
"Accounting  For Income Taxes." FAS 109 requires the recognition of deferred tax
liabilities  and assets for the  anticipated  future  tax  effects of  temporary
differences  that arise as a result of differences  in the carrying  amounts and
tax  bases of  assets  and  liabilities.  There  was no  material  effect on the
financial statements as a result of adopting FAS 109.

Note 3 - Stock Subscription:
- ----------------------------
During late 1998 the Company  accepted the  Subscription  Agreements to purchase
3,000,000 shares of common stock for $990,000  pursuant to an Offering  Circular
exempt  from  registration  under  Regulation  D,  Rule 504 the  Securities  and
Exchange Commission.

Note 4 - Notes Receivable
- -------------------------

The Company has provided  $450,060 of bridge  financing  to Universal  Alliance,
Inc. ("UAI").  UAI has also issued the Company warrants to purchase common stock
of UAI.  The  financing  is to be repaid from the  proceeds  raised from the UAI
Confidential Offering Memorandum that was issued in December 1998.

Note 5 - Commitment and Contingencies:
- --------------------------------------

The  Company  continually  reviews  business  plan to identify  candidates  that
require  merchant  banking  services or funding.  The first  investment that the
Company  has agreed to finance is UAI.  UAI is the  holding  company  for Remind
America,  Inc., Global Interlink  Systems,  Inc., and NCSS America,  Inc. Remind
America,  Inc. is a  service-oriented  company that began operations in 1996 and
specializes  in providing a unique  acknowledgment  service to both business and
the general public.  Global Interlink Systems, Inc. was incorporated in 1996 and
provides  personalized  custom products to the general public through electronic
touch-pad kiosk units. NCSS America, Inc. was recently formed and specializes in
the design and installation of high-speed  wireless  communication  networks and
services  that  are  fast,  cost-effective,  high  quality  and  provide  secure
communications.

                                      F-8

<PAGE>


                           BIO-AMERICAN CAPITAL CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 1998


Note 5 - Commitment and Contingencies (Continued):
- --------------------------------------------------

Share Exchange Agreement (the "Agreement")

In December  1998,  the Company  entered into an Agreement  with UAI and certain
shareholders of UAI (the "UAI Controlling Shareholders"). The Agreement provided
that the Company  would  acquire  81.5%  (9,600,000  shares) of the  outstanding
capital stock of UAI. The UAI Controlling Shareholders will receive one share of
newly issued Company stock for each share of UAI Stock.  The Agreement  requires
the  Company,  with  certain  limitations,  to prepare  and file a  registration
statement or  registration  statements in compliance  with the Securities Act of
1933, as amended (the "Act") such that the UAI Controlling  Shareholders will be
able to sell the  exchange  shares in  compliance  with the Act.  The  Company's
registration  efforts  shall be limited to  attempting  to register up to twenty
five percent (25%) of the exchange shares once in every six (6) month period. In
July 1999, the Company, UAI and the UAI Controlling  Shareholders terminated the
Share Exchange Agreement and entered into a Stock Option Agreement.

Stock Option Agreement (the "Option Agreement"):

The Option Agreement provides the Company with the option,  based upon achieving
specific  performance  criteria,  to acquire  controlling  interest in UAI.  The
Company would issue to UAI Controlling Shareholders one and three-quarter (1.75)
shares of common  stock in the Company for each share of UAI common  stock.  The
conditions  precedent  include  (i) the  Company  to file  Form  10-SB  with the
Securities  and Exchange  Commission on or before July 30, 1999, and comply with
all  future  disclosure  requirements  of a  fully-reporting  company;  (ii) the
Company to assist  UAI in the  successful  completion  of the  Private  Offering
Memorandum  for  $2,000,000  of  Convertible  Notes;  (iii) Average price of the
Company's  stock  traded on the  Over-the-Counter  Bulletin  Board to average at
least $2.00 from August 1, 1999,  through  September  30,  1999;  (iv)  Tax-free
exchange of the Company's stock for UAI common stock; (v) Successful filing of a
registration  statement  that  registers up to twenty five percent  (25%) of the
Company's common stock to be acquired by the UAI Controlling  Shareholders;  and
(vi) executing the option before March 31, 2000. The Company is not obligated to
complete  any or all of the  conditions  precedent  prior to the exercise of the
option. The Option Agreement requires the Company,  with certain limitation,  to
prepare  and  file  a  registration  statement  or  registration  statements  in
compliance with the Securities Act of 1933, as amended  (the"Act") such that the
UAI  Controlling  Shareholders  will  be able to sell  the  exchange  shares  in
compliance with the Act. The Company's  registration efforts shall be limited to
attempting  to register up to twenty five percent  (25%) of the exchange  shares
once in every six (6) month period.

                                      F-9

<PAGE>

                               Bio-American Capital Corporation
                                (A Development Stage Company)

                                     Financial Statements

                                        March 31, 1998
                                              &
                                      December 31, 1997


<PAGE>


                                   Schvaneveldt and Company
                                 Certified Public Accountant
                                275 E. South Temple, Suite 300
                                  Salt Lake City, Utah 84111
                                        (801) 521-2392

Darrell T Schvaneveidt C P A

                                 Independent Auditors Report
                                 ---------------------------

Board of  Directors
Bio-American Capital Corporation

I  have  audited  the  accompanying   balance  sheets  of  Bio-American  Capital
Corporation,  as of March 31, 1998,  December  31, 1997 & 1996,  and the related
statements of operations,  stockholders'  equity,  and cash flows for the period
ended  March 31,  1998 and the  years  ended  December  31,  1997 & 1996.  These
financial  statements are the  responsibility  of the Company's  management.  My
responsibility  is to express an opinion on these financial  statements based on
my audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatements. 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 the significant  estimates made by
management, as well as evaluating the overall financial statements presentation.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion,  the aforementioned  financial  statements present fairly, in all
material respects,  the financial position of Bio-American  Capital Corporation,
as of  March  31,  1998,  December  31,  1997 &  1996,  and the  results  of its
operations  and its cash flows for the period ended March 31, 1998 and the years
ended December 31, 1997 & 1996, in conformity with generally accepted accounting
principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue as a going  concern.  As  discussed  in Note #3 to the  financial
statements,  the Company has an accumulated  deficit and a negative net worth at
March 31,  1998.  These  factors  raise  substantial  doubt about the  Company's
ability to continue as a going  concern.  Management's  plans in regard to these
matters are also  discussed in Note #3. The financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/Schvaneveldt & Company
_________________________
Salt Lake City, Utah
April 2, 1998

                                      F-10

<PAGE>

<TABLE>
<CAPTION>


                        Bio-American Capital Corporation
                          (A Development Stage Company)
                                 Balance Sheets
                    March 31, 1998, December 31, 1997 & 1996



                                             March         December     December
                                             31, 1998      31, 1997     31, 1996
                                             --------      --------     --------
<S>                                            <C>           <C>        <C>

        ASSETS
Current Assets
- --------------
     Cash                                       5,000           -0-          -0-
Other Assets
- ------------
     Incorporation Costs - Net                     -0-          -0-         100

        Total Assets                               -0-          -0-          -0-

LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities
- -------------------
     Accounts Payable                              355          170          85

Stockholders' Equity
- --------------------
     Common Shares Authorized
      100,000,000 Shares, Par Value $0.001
      Per Share
      5,780,000 & 780,000 Shares Issued &
      Outstanding Respectively                   5,780          780         780
     Paid In Capital                             7,020        7,020       7,020
     Deficit Accumulated in the
     Development Stage                          (8,155)      (7,970)     (7,785)
        Total Stockholders' Equity               4,645         (170)         15

Total Liabilities & Stockholders'Equity        $ 5,000       $   -0-    $   100

       The accompanying notes are an integral part of these financial statements
</TABLE>
                                      F-11



<PAGE>

<TABLE>
<CAPTION>



                           Bio American Capital Corp.
                          (A Development Stage Company)
                  Statements of Operations Accumulated from May
                     5, 1992 (Inception) to March 31, 1998 &
             For the Period January 1, 1998 to March 31, 1998 & the
                      Years Ended December 31, 1997 & 1996


                                              March       December      December
                                 Accumulated  31, 1998    31, 1997      31, 1996
                                 ------------ --------    ---------     --------
<S>                             <C>         <C>           <C>          <C>

Revenues                         $     -0-    $    -0-    $     -0-     $    -0-
- -------

Expenses
- --------
     Amortization                     500          -0-         100          100
     Administration Expenses        4,758         185           85           85
     Professional Fees                900          -0-          -0-          -0-
     Travel                         1,997          -0-          -0-          -0-
                                 --------     --------     --------      -------
        Total Expenses              8,155         185          185          185
                                 --------     --------     --------      -------
        Net Loss                ($  8,155)    ($  185)    ($   185)    ($   185)
                                  =======     =======      =======       ======
        Loss Per Share                           (.00)        (.00)        (.00)

        Weighted Averages Shares
        Outstanding                         1,502,223      780,000      780,000

      The accompanying notes are an integral part of these financial statements

</TABLE>
                                      F-12

<PAGE>

<TABLE>
<CAPTION>



                        Bio-American Capital Corporation
                          (A Development Stage Company)
                       Statements of Stockholders' Equity
                    May 5, 1992 (Inception) to March 31, 1998


                                         Common Stock     Paid In    Accumulated
                                    Shares      Amount    Capital    Deficit
<S>                               <C>              <C>     <C>           <C>

- --------------------------------------------------------------------------------
Balance, May 5, 1992                   -0-    $     -0-       -0-            -0-
Earnings for the Year Ended

December 31, 1992                                                            -0-

- --------------------------------------------------------------------------------
Balance, December 31, 1992             -0-          -0-       -0-            -0-

Shares Issued to Incorporators
for Cash at $.01 Per Share        780,000          780     7,020

Loss for the Year Ended
December 31, 1993                                                        (1,285)
- --------------------------------------------------------------------------------
Balance, December 31, 1993        780,000          780     7,020         (1,285)

Loss for the Year Ended
December 31, 1994                                                        (2,732)
- --------------------------------------------------------------------------------
Balance, December 31, 1994        780,000          780     7,020         (4,017)

Loss for the Year Ended
December 31, 1995                                                        (3,583)
- --------------------------------------------------------------------------------
Balance, December 31, 1995        780,000          780     7,020         (7,600)

Loss for the Year Ended
December 31, 1996                                                          (185)
- --------------------------------------------------------------------------------
Balance, December 31, 1996        780,000          780     7,020         (7,785)

Loss for the Year Ended
December 31, 1997                                                          (185)
- --------------------------------------------------------------------------------
Balance, December 31, 1997        780,000          780     7,020         (7,970)

    The accompanying notes are an integral part of these financial statements
</TABLE>
                                      F-13


<PAGE>

<TABLE>
<CAPTION>



                        Bio-American Capital Corporation
                          (A Development Stage Company)
                  Statements of Stockholders' Equity -Continued
                    May 5, 1992 (Inception) to March 31, 1998

                                      Common Stock     Paid In       Accumulated
                                    Shares    Amount   Capital       Deficit
<S>                              <C>          <C>       <C>             <C>

- --------------------------------------------------------------------------------
Shares Issued for Cash at $.001
Per Share                        5,000,000     5,000

Loss for Period Ended
March 31, 1998                                                             (185)
- --------------------------------------------------------------------------------
Balance, March 31, 1998          5,780,000    $5,780    $7,020          ($8,155)

                                   =============================================
    The accompanying notes are an integral part of these financial statements
</TABLE>
                                      F-14

<PAGE>

<TABLE>
<CAPTION>



                        Bio-American Capital Corporation
                          (A Development Stage Company)
                  Statements of Cash Flows Accumulated from May
                     5, 1992 (Inception) to March 31, 1998 &
               for the Period January 1, 1998 to March 31, 1998 &
                  for the Years Ended December 31, 1997 & 1996


                                                    March     December  December
                                      Accumulated   31, 1998  31, 1997  31, 1996
                                     ------------  ---------  --------  --------
<S>                                         <C>      <C>        <C>       <C>

Cash Flows from Operating Activities
- ------------------------------------
  Net Loss                                  ($8,155)  ($185)    ($185)    ($185)
  Adjustments to Reconcile Net Loss to
  Net Cash Used by Operating Activities:
    Amortization                                500      -0-      100       100
 Changes in Operating Assets & Liabilities
   Increase in Accounts Payable                 355     185        85        85
                                             -------  -------   -------   ------
          Net Cash Used by
          Operating Activities               (7,300)     -0-       -0-       -0-

Cash Flows from Investing Activities
     Incorporation Costs                       (500)     -0-       -0-       -0-
                                             -------  -------   -------   ------
Net Cash Used by

Investing Activities                           (500)     -0-       -0-       -0-

Cash Flows from Financing Activities
Proceeds from Sale of Common Stock           12,800   5,000        -0-       -0-
                                             -------  --------   -------  ------
Net Cash Provided by
Financing Activities                         12,800   5,000        -0-       -0-

Increase in Cash                              5,000   5,000        -0-       -0-

Cash at Beginning of Period                      -0-     -0-       -0-       -0-

Cash at End of Period                        $5,000  $5,000     $  -0-    $  -0-

Supplemental Disclosures

Interest                                     $   -0- $   -0-    $  -0-    $  -0-

Taxes                                            -0-     -0-       -0-       -0-

    The accompanying notes are an integral part of these financial statements
</TABLE>
                                      F-15

<PAGE>



                        Bio-American Capital Corporation
                          (A Development Stage Company)
                          Notes to Financial Statements

NOTE #1 -Organization & Corporate History
- -----------------------------------------

The Company was organized on May 5, 1992, under the laws of the state of Nevada.
The articles of incorporation  state the corporate purpose as "To engage without
qualification  in any  lawful  act or  activity  for which  corporations  may be
organized under the laws of the state of Nevada."

The Company has authorized  capital of  100,000,000  shares of common stock each
having a par value of $0. 001.

The  Company has no  operations  and is  considered  to be a  development  stage
company.

NOTE #2 - Significant Accounting Policies
- -----------------------------------------

A. The Company uses the accrual method of accounting.

B. Revenues and expenses are  recognized  in the period in which the  activities
occur. There have been no operations to produce revenues since inception.

C. The Company has had no noncash  investing  and financing  activities.

D. The Company  considers all short term,  highly liquid  investments  that are
readily  convertible  within ninety days to known amounts as cash.  (The Company
currently has no liquid investments.)

E. Estimates:  The  preparation of the financial  statements in conformity with
generally accepted  accounting  principals requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

NOTE #3 - Going Concern
- -----------------------

The  Company has  sustained  losses in each of the years of its  existence.  The
Company has no operations and generates no additional  working capital.  In view
of these facts there is considerable doubt as to the Company's ability to remain
a going concern.  The Company's officers seek a merger candidate who can provide
a business opportunity and working capital.

NOTE #4 - Income Taxes & Net Operating Loss Carryforward for Income Tax Purposes
- --------------------------------------------------------------------------------

The  Company  has  adopted  FASB 109 to account  for income  taxes.  The Company
currently  has no issues  that  create  timing  differences  that would  mandate
deferred tax expense.  Net operating  losses would create possible tax assets in
future years. Due to the uncertainty as to the utilization of net operating loss
carryforwards  an  evaluation  allowance  has been made to the extent of any tax
benefit that net operating losses may generate.

                                      F-16
<PAGE>



                               Bio-American Capital Corporation
                                (A Development Stage Company)
                           Notes to Financial Statements -Continued

  NOTE #4 - Income Taxes & Net Operating Loss Carryforward for Income Tax
            Purpose -Continued
 ------------------------------------------------------------------------
                                                             1997           1996
                                                             ----           ----
Current Tax Asset Value of Net Operating Loss
       Carryforwards at Current Prevailing Federal Tax Rate $1,196       $1,168
Evaluation Allowance                                        (1,196)      (1,168)
          Net Tax Asset                                     $   -0-      $   -0-
          Current Income Tax Expenses                           -0-          -0-
          Deferred Income Tax Benefit                           -0-          -0-

The Company has  incurred  losses that can be carried  forward to offset  future
earnings if conditions of the Internal Revenue Code are met. These losses are as
follows:

                        Year of Loss                Amount       Expiration Date
                                1992        $          -0-                  2007
                                1993                 1,285                  2008
                                1994                 2,732                  2009
                                1995                 3,583                  2010
                                1996                   185                  2011
                                1997                   185                  2012

NOTE #5 - New Technical Pronouncements
- --------------------------------------

In 1997, SFAS No. 129,  "Disclosure of Information about Capital  Structure" was
issued  effective for periods  ending after  December 15, 1997.  The Company has
adopted the disclosure provisions of SFAS No. 129 effective with the fiscal year
ended December 31, 1998.

In June  1997,  SFAS  No.  130,  "Reporting  Comprehensive  Income"  was  issued
effective  for fiscal years  beginning  after  December  31, 1997,  with earlier
application  permitted.  The Company has elected to adopt SFAS No. 130 effective
with the fiscal year ended  December 31,  1998.  Adoption of SFAS No. 130 is not
expected to have a material impact on the Company's financial statements.

In June 1997,  SFAS No. 13 1,  "Disclosures  about Segments of an Enterprise and
Related  Information"  was issued for fiscal year  beginning  after December 31,
1997, with earlier application permitted.  The Company has elected to adopt SFAS
No. 13 1, effective  with the fiscal years ended December 31, 1998.  Adoption of
SFAS  No.  131 is not  expected  to  have a  material  impact  on the  Company's
financial statements.

                                      F-17

<PAGE>
                     Interim Unaudited Financial Statement
                         for period ended June 30, 1999


                                      F-18

<PAGE>


                        Bio-American Capital Corporation
                          (A Development Stage Company)
                                  Balance Sheet
                                  June 30, 1999
                                    Unaudited


                        ASSETS
                                                      June 30,          Dec. 31,
                                                      1999              1998
                                                      ----              ----
CURRENT ASSETS

   Cash                                             $   8,387    $  29,720
   Subscription receivable (Note 3)                   465,300      495,000
   Interest Receivable (Note 4)                        27,004        3,372
   Notes Receivable (Note 4)                          450,060      450,060
                                                      -------      -------

        TOTAL CURRENT ASSETS                          950,751      978,152

           TOTAL                                    $ 950,751      978,152
                                                      =======      =======


         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Accounts Payable                                 $  18,525       22,647
                                                       ------    ---------

        TOTAL CURRENT LIABILITIES                      18,525       22,647


COMMITMENTS AND CONTINGENCIES (Note 5))

STOCKHOLDERS' EQUITY

   Common stock, $0.001 par value: authorized -
     100,000,000 shares; issued and outstanding -       3,290        3,290
     3,290,250 shares
   Additional paid-in capital                         983,523      983,523
   Accumulated deficit                                (54,587)     (31,308)
                                                    ---------    ---------

        TOTAL STOCKHOLDERS' EQUITY                    932,226      955,505
                                                    ---------    ---------

           TOTAL                                    $ 950,751    $ 978,152
                                                    =========    =========

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

                                      F-19

<PAGE>

                        Bio-American Capital Corporation
                          (A Development Stage Company)
                             Statement of Operations
                    For the Period April 1, 1999 to June 30,
                                    Unaudited

                                                    1999              1998
                                                    ----              ----
REVENUES:
     Interest Income                            $  13,502                0


EXPENSES:
     Management Fees                               15,000                0
     Regulatory Expenses                              302                0
     Professional Fees                                  0            1,800
     Other                                          2,250              344
     Travel                                             0            1,257
                                                  -----------    -----------

        Total Expenses                             17,552            3,401

Net Loss                                        $  (4,050)          (3,401)
                                                 --------           ------

Loss Per Sharer                                 $   (0.00)             (.0)
                                                 ========              ===

Weighted Average Shares Outstanding             3,290,250        5,780,000
                                                =========         =========

    The accompanying notes are an integral part of these financial statements
                                      F-20

<PAGE>


                        Bio-American Capital Corporation
                          (A Development Stage Company)
                             Statement of Cash Flow
                    For the Period April 1, 1999 to June 30,
                                    Unaudited


                                                         1999        1998
                                                         ----        ----
CASH FLOW FROM OPERATING ACTIVITIES:

Net Loss                                              ($ 4,050)   ($ 3,401)
Adjustments to reconcile net loss to net cash
     provided by operating activities
        Changes in assets and liabilities
           Interest Receivable                          13,502
                                                                         0
           Accounts payable                              2,307       1,445
              Net Cash Used by Operating Activities     15,245       1,956

CASH FLOW FROM INVESTING ACTIVITIES:
              Net Cash Used by Investing Activities
                                                                         0


CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from Sale of Common Stock                      16,500
                                                                         0
             Net Cash Provided by Financing             16,500
                                                                  --------
Activities                                                   0
                                                                  --------

INCREASE IN CASH                                         1,255       1,956

CASH, April 1, 1999                                      7,132       5,000
                                                      --------    --------

CASH, JUNE 30, 1999                                   $  8,387       3,044
                                                      ========    ========

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

                                      F-21
<PAGE>


                        Bio-American Capital Corporation
                          (A Development Stage Company)
                             Statement of Operations
                   For the Period January 1, 1999 to June 30,
                                    Unaudited

                                            1999             1998
                                            ----             ----
REVENUES:
     Interest Income                  $    27,004              0

EXPENSES:
     Administration                        34,500              0
     Regulatory Expenses                    7,265              0
     Professional Fees                      5,098          1,800
     Other                                     48            529
     Travel                                     0          1,257
                                      -----------    -----------

       Total Expenses                      46,911          3,586
                                      -----------    -----------

Net Loss                              ($   19,907)        (3,586)
                                      ===========    ===========

Loss Per Share                        ($     0.01)           (.0)
                                      ===========    ===========

Weighted Average Shares Outstanding     3,290,250      3,280,000

    The accompanying notes are an integral part of these financial statements

                                      F-22
<PAGE>


                        Bio-American Capital Corporation
                          (A Development Stage Company)
                             Statement of Cash Flows
                   For the Period January 1, 1999 to June 30,
                                    Unaudited



                                                         1999         1998
                                                         ----         ----
CASH FLOW FROM OPERATING ACTIVITIES:

Net Loss                                              ($19,907)   ($ 3,586)
Adjustments to reconcile net loss to net cash
     provided by operating activities
        Changes in assets and liabilities
           Interest Receivable                          27,004
                                                                         0
           Accounts payable                              4,122       1,630
                                                         -----       -----
              Net Cash Used by Operating Activities     51,033       1,956

CASH FLOW FROM INVESTING ACTIVITIES:
              Net Cash Used by Investing Activities
                                                             0           0


CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from Sale of Common Stock                      29,700       5,000
                                                      --------    --------
             Net Cash Provided by Financing             29,700       5,000
Activities

DECREASE IN CASH                                        21,333       3,044

CASH, JANUARY 1, 1999                                   29,720           0
                                                        --------     ------

CASH, JUNE 30, 1999                                   $  8,387       3,044
                                                       ========     =======

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

                                      F-23
<PAGE>


                        Bio-American Capital Corporation
                          Notes to Financial Statements
                                June 30, 1999


1.   ORGANIZATION AND OPERATING HISTORY
- ---------------------------------------

Description of the Business.  Bio-American  Capital  Corporation (the "Company")
was  incorporated in May 1992 to raise capital for a business  venture.  Minimal
capital  was raised and it engaged in no business  and  remained  dormant  until
November  1998.  During late 1998 and 1999 the  Company  raised  $990,000  under
Regulation  D,  Rule 504 of the . The  Company  now acts as a  merchant  bank to
organize, capitalize, acquire and finance technology companies in the electronic
communications and commerce industry.

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.


2.   SIGNIFICANT ACCOUNTING POLICIES
- ------------------------------------

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

Revenue Recognition.  The Company sells merchant banking services and invests in
selected  ventures.  Revenues  consist of fees for  services and a return on the
capital invested.

Use of  Estimates.  The  preparation  of the pro forma  financial  statements in
conformity with generally accepted accounting  principles requires management to
make estimates and assumptions regarding the amounts reported and the disclosure
of  contingent  assets and  liabilities  at the date of the pro forma  financial
statements. Actual results could differ from those estimates.


3.   STOCK SUBSCRIPTION
- -----------------------

During  December  1998 the  Company  accepted  the  Subscription  Agreements  to
purchase  3,000,000  shares of common stock for  $990,000  pursuant to an exempt
Offering  Circular  under  Regulation D, Rule 504 of the Securities and Exchange
Commission.

                                      F-24
<PAGE>


4.   NOTES RECEIVABLE
- ---------------------

The Company has provided  $915,360 of  bridge-financing  to Universal  Alliance,
Inc. ("UAI"). UAI has also issued the Company options to purchase 132,943 shares
of common stock of UAI at a price of $3.50 per share and 90,000 shares of common
stock of UAI at a price of $5.00  per  share.  The  notes  receivable  are to be
repaid on the earlier of December 1999, or from the proceeds raised from the UAI
Confidential Offering Memorandum.


5.   COMMITMENT AND CONTINGENCIES
- ---------------------------------

The  Company  continually  reviews  business  plan to identify  candidates  that
require  merchant  banking  services or funding.  The first  investment that the
Company  has agreed to finance is UAI.  UAI is the  holding  company  for Remind
America,  Inc., Global Interlink  Systems,  Inc., and NCSS America,  Inc. Remind
America,  Inc. is a  service-oriented  company that began operations in 1996 and
specializes in providing a unique  acknowledgement  service to both business and
the general public.  Global Interlink Systems, Inc. was incorporated in 1996 and
provides  personalized  custom products to the general public through electronic
touch-pad kiosk units. NCSS America, Inc. was recently formed and specializes in
the design and installation of high-speed  wireless  communication  networks and
services  that  are  fast,  cost-effective,  high  quality  and  provide  secure
communications.

Share  Exchange  Agreement  (the  "Agreement").  In December  1998,  the Company
entered into an  Agreement  with UAI and certain  shareholders  of UAI (the "UAI
Controlling  Shareholders").  The  Agreement  provided  that the  Company  would
acquire 81.5%  (9,600,000  shares) of the outstanding  capital stock of UAI. The
UAI  Controlling  Shareholders  will receive one share of newly  issued  Company
stock for each share of UAI Stock.  The  Agreement  required the  Company,  with
certain limitation, to prepare and file a registration statement or registration
statements in compliance with the Securities Act of 1933, as amended (the "Act")
such that the UAI  Controlling  Shareholders  will be able to sell the  exchange
shares in compliance with the Act. The Company's  registration  efforts shall be
limited  to  attempting  to  register  up to twenty  five  percent  (25%) of the
exchange  shares once in every six (6) month period.  In July 1999, the Company,
UAI and the UAI Controlling Shareholders terminated the Share Exchange Agreement
and entered into a Stock Option Agreement.

Stock Option Agreement (the "Option  Agreement").  The Option Agreement provides
the Company with the option, based upon achieving specific performance criteria,
to  acquire  controlling  interest  in  UAI.  The  Company  would  issue  to UAI
Controlling Shareholders one and three-quarters (1.75) shares of common stock in
the  Company  for each  share of UAI  common  stock.  The  conditions  precedent
include:  (i) the Company to file Form 10-SB with the  Securities  and  Exchange
Commission  on or before July 30,  1999,  and comply with all future  disclosure
requirements of a fully-reporting company; (ii) the Company to assist UAI in the
successful  completion  of the Private  Offering  Memorandum  for  $2,000,000 of
Convertible  Notes;  (iii) Average  price of the  Company's  stock traded on the
Over-the-Counter  Bulletin  Board to average at least  $2.00 from August 1, 1999
through  September 30, 1999;  (iv) Tax-free  exchange of the Company's stock for
UAI  common  stock;  (v)  Successful  filing of a  registration  statement  that
registers up to  twenty-five  percent (25%) of the Company's  common stock to be
acquired by the UAI  Controlling  Shareholders;  and (vi)  executing  the option
before March 31,  2,000.  The Company is not obligated to complete any or all of
the  conditions  precedent  prior to the  exercise  of the  option.  The  Option
Agreement requires the Company,  with certain limitation,  to prepare and file a
registration  statement  or  registration  statements  in  compliance  with  the
Securities  Act of 1933,  as amended  (the "Act") such that the UAI  Controlling
Shareholders  will be able to sell the exchange  shares in  compliance  with the
Act.  The  Company's  registration  efforts  shall be limited to  attempting  to
register up to twenty five percent  (25%) of the  exchange  shares once in every
six (6) month period

                                      F-25
<PAGE>


                                       INDEX TO EXHIBITS



SK#



3.1     Articles of Incorporation

3.2     Certificate of Amendment

3.3     Bylaws

10.1    Stock Option Agreement

24.1    Accountants Letter





                                 ARTICLES OF INCORPORATION
                                             OF

                              BIO-AMERICAN CAPITAL CORPORATION

                                        ARTICLE ONE

         The name of the corporation is BIO-AMERICAN CAPITAL CORPORATION.

                                        ARTICLE TWO


The  Resident  Agent for this  corporation  is  Marilyn K.  Radloff,  115 Taurus
Circle, Reno, Nevada 89511.
                                       ARTICLE THREE

The purpose or purposes for which this corporation is organized are:

To  engage,  without  qualification,  in any lawful  act or  activity  for which
corporations may be organized under the laws of the State of Nevada.

                                        ARTICLE FOUR

The amount of the total authorized  capital stock the corporation shall have the
authority to issue is One Hundred Million  (100,000,000) shares of Common Stock,
each having a par value of $0.001.

Each share of Common Stock issued and outstanding, shall he entitled to one vote
on all matters.  Dividends  shall be declared and paid only out of funds legally
available  therefor.  Shares of such stock may he issued for such  consideration
and for such corporate  purposes as the Board of Directors may from time to time
determine.  Fully  paid  stock of this  corporation  shall  not be liable to any
further call or assessment.

                                        ARTICLE FIVE

The governing  board of this  corporation  shall he known as directors,  and the
number of  directors  may from time to time be  increased  or  decreased in such
manner as shall be provided by the bylaws of this corporation, provided that the
number of directors  shall not be reduced to less than three (3), except that in
cases  where all the shares of the  corporation  are owned  beneficially  and of
record by either one or two  stockholders,  the number of directors  may he less
than three (3), but not less than the number of stockholders.

The names and post office addresses of the first Board of Directors, which shall
be three (3) in number are as follows:

            NAME                                       ADDRESS

1.            Frank J. Greene                112  W.  Hollywood
                                             San  Antonio, Texas      78212

2.            C. M. Dyal                     434  Adrian Drive
                                             San  Antonio, Texas      78213

3.            James D. McNeese               9151 Sherri Ann Drive
                                             San Antonio, Texas       78233


<PAGE>



The Board of Directors shall be limited in number to no fewer than three (3) nor
more than nine (9).

Directors  of the  corporation  need not be residents of the State of Nevada and
need not own shares of the corporation's s tock

                                        ARTICLE SIX

The capital  stock of the  corporation,  after the amount.  of the  subscription
price has been paid in money,  property.  or services,  as the  directors  shall
determine,  shall  not be  subject.  to  assessment  to  pay  the  debts  of the
corporation,  nor for any other  purpose,  and no stock  issued as fully paid up
shall ever be assessable or assessed,  and the Articles of  Incorporation  shall
not be amended in this particular.

                                       ARTICLE SEVEN

The  name and post  office  address  of each of the  incorporators  signing  the
Articles of Incorporation are as follows:

            NAME                         ADDRESS

1.            Frank J. Greene                 112 W. Hollywood
                                              San Antonio, Texas       78212

2.            C. M. Dyal                      434 Adrian Drive
                                              San Antonio, Texas       78213

3.            James D. McNeese                5151 Sherri Ann Drive
                                              San Antonio, Texas       78233

                                       ARTICLE EIGHT

The corporation is to have perpetual existence.

                                        ARTICLE NINE

In  furtherance  and not in limitation of the powers  conferred by statute,  the
Board of Directors is expressly authorized:

Subject to the bylaws,  if any, adopted by the  stockholders,  to make, alter or
amend the bylaws of the corporation.

To fix the amount to be reserved as working  capital  over and above its capital
stock paid In, to authorize and to cause to he executed mortgages and liens upon
the real and personal property of this corporation.

By resolution  passed by a majority of the whole board, to designate one or more
committees,  each  committee  to consist of one or more of the  directors of the
corporation, which, to the extent provided in the resolution or in the bylaws of
the  corporation,  shall  have  and may  exercise  the  powers  of the  Board of
Directors in the management of the business and affairs of the corporation,  and
may authorize the seal of the  corporation to he affixed to all papers which may
require it. Such committee or committees shall have such name or names as may he
stated in the bylaws of the  corporation  or as may he  determined  from time to
time by resolution adopted by the Board of Directors.


<PAGE>



When and as authorized by the affirmative  vote of  stock-holders  holding stock
entitling  them to exercise  at least a majority of the voting  power given at a
stockholder's meeting called for that purpose, or when authorized by the written
con-sent of the holders of at least a majority  of the voting  stock  issued and
outstanding,  the Board of  Directors  shall  have  power and  authority  at any
meeting  to sell,  lease or  exchange  all of the  property  and  assets  of the
corporation,  Including  its good will and its corporate  franchises,  upon such
terms and  conditions as its Board of Directors  deem expedient and for the best
interests of the corporation.

                                        ARTICLE TEN

Meetings  of the  stockholders  may be held at such place  within or without the
State of Nevada,  if the bylaws so provide.  The books of the corporation may be
kept (subject to any provision  contained in the statutes)  outside the State of
Nevada at such  place or places  as may be  designated  from time to time by the
Board of Directors or in the bylaws of the corporation.

                                       ARTICLE ELEVEN

This  corporation  reserves  the right to amend,  alter,  change,  or repeal any
provision  contained  in the  Articles  of  Incorporation,  in the manner now or
hereafter  prescribed by statute,  or by the Articles of Incorporation,  and all
rights  conferred  upon   stockholders   herein  are  granted  subject  to  this
reservation.

                                       ARTICLE TWELVE

No  shareholder  shall be  entitled  as a matter  of right to  subscribe  for or
receive additional shares of any class of stock of the corporation,  whether now
or  hereafter  authorized,   or  any  bonds,   debentures  or  other  securities
convertible into stock, but such additional  shares of stock or other securities
convertible into stock may be issued or disposed of by the Board of Directors to
such persons and on such terms as in its discretion it shall deem advisable.

WE, THE UNDERSIGNED,  being each of the incorporators,  herein-before  named for
the purpose of forming a corporation  pursuant to the General Corporation Law of
the State of Nevada,  do make and file these Articles of  Incorporation,  hereby
declaring and certifying  that the facts herein stated are true, and accordingly
have hereunto set our hands this ____ day of
- ----------
1992.


                                                 --------------------
                                                     FRANK GREENE


                                                 --------------------
                                                     M. DYAL

                                                 --------------------
                                                     JAMES D. McNEESE


<PAGE>



STATE OF TEXAS           )
                         )      ss.
COUNTY OF BEXAR          )

On this the 20th day of April 1992,  before me, the  undersigned  Notary Public,
personally  appeared  FRANK  J.  GREENE,  C. M.  DYAL,  and  JAMES  D.  McNEESE,
personally  known to me, or proved to me on the basis of satisfactory  evidence,
to be the persons whose names are subscribed to the within instrument,  and they
acknowledged that they executed it.

WITNESS my hand and official seal.


                                                ----------------------
                                                NOTARY PUBLIC






                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                        BIO-AMERICAN CAPITAL CORPORATION

     I, the  undersigned  President  and  Assistant  Secretary  of  Bio-American
Capital Corporation a Nevad corporation do hereby certify:

     That the Board of Directors of said corporation at a meeting duly convened,
or pursuant to an action by unanimous written consent,  adoopted  resolutions to
amend the original Articles of Incorporation, as follows:

     ARTICLE FOUR of thes Coorporation's Articles of Incorporation is amended to
add, at the end of the first  paragraph of such Srticle,  the sentence set forth
below.

     "Upon the filing of this  Certificate of  Amendement,  each share of common
stock of this  corporation  that is issued and outstanding on such date shall be
combined in a reverse  lplit thereof on a basis of one new share for each twenty
of such issued and outstanding shares:  provided,  however,  that any fractional
shares shall be increased to the next whole number;  provided,  further, that no
stockholder shall be reduced thereby to less than 100 share."

ARTICLE THIRTEEN is hereby added to red as follows:

                               "ARTICLE THIRTEEN"

     "The  Corporation  hereby  waives  and  preludes  the  application  of  the
antitakeover provisions of Nevada Revised Statutes 78.378 to 78.3793."

     The number of shares of the Corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 5,780,000 that the said changes
and  amendments  have been  consented to and approved by a majority  vote of the
stockholders  holding at least a majority of each class of stock outstanding and
entitled to vote theron.


Dated: November ___, 1998


                                            BIO-AMERICAN CAPITAL CORPORATION

                                            by:_________________________________
                                                   Jay Geier, President

                                            by:_________________________________
                                                   David Archer, Secretary




                             BIO-AMERICAN CAPITAL CORPORATION

                                          BYLAWS

ARTICLE I           MEETING OF STOCKHOLDERS
- ---------           -----------------------

1.  Stockholders'  Meetings shall be held in the office of the  corporation,  at
Reno,  Nevada, or at such other place or places as the Directors shall from time
to time determine.

2. The annual meeting of the stockholders of this  corporation  shall be held at
11:00 a.m. on the 10th day of December  each year  beginning  in 1992,  at which
time there shall be elected by the  stockholders  of the  corporation a Board of
Directors for the ensuing year, and the  stockholders  shall transact such other
business as shall properly come before them.

3. A notice  setting  out the time and  place of such  annual  meeting  shall be
mailed postage prepaid to each of the stockholders of record, at his address and
as the same  appears on the stock  book of the  Company,  or if no such  address
appears,  at his last known place of  business,  at least ten (10) days prior to
the annual meeting.

4. If a quorum not he present at the annual meeting the stockholders  present in
person or by proxy may  adjourn to such  future  time as shall be agreed upon by
them, and notice of such adjournment shall be mailed,  postage prepaid,  to each
stockholder  at least ten (10) days  before  such  adjourned  meeting;  but if a
quorum be  present,  they may  adjourn  from day to day as they see fit,  and no
notice of such adjournment need be given.

5.  Special  meetings  of the  stockholders  may be  called  at any  time by the
President,  any three (3) Directors, or by the holder of a majority share of the
capital  stock of the  corporation.  The  Secretary  shall mail a notice of such
meeting called to each  stockholder of the company at least ten (10) days before
such meeting, and such notice shall state the time and place of the meeting, and
the object thereof.  No business shall be transacted at a special meeting except
as stated In the notice sent to the stockholders, unless by unanimous consent of
all  stockholders  present,  either In person or by proxy,  all such stock being
represented at the meeting.

6. A majority of the stock issued and outstanding, either in person or by proxy,
shall  constitute a quorum for the transaction of business at any meeting of the
stockholders.

7. Each stockholder shall he entitled to one vote for each share of stock in his
own name on the books of the company, whether represented in person or by proxy.

8. All proxies shall be in writing and signed.

9. The  following  order of business  shall be  observed at all  meetings of the
stockholders so far as is practicable:

a. Call the roll;

b. Reading, correcting, and approving of the minutes of the previous meeting;

C.      Reports of Officers;


<PAGE>



d. Reports of Directors;

e. Election of Directors;

f. Unfinished Business; and

g.  New Business.

ARTICLE II          STOCK
- ----------          -----

1.  Certificates  of stock shall be in a form  adopted by the Board of Directors
and shall he signed by the President and Secretary of the Corporation.

2. All  certificates  shall he  consecutively  numbered;  the name of the person
owning the shares  represented  thereby,  with the number of such shares and the
date of issue shall be entered on the company's books.

3. All  certificates  of  stock  transferred  by  endorsement  thereon  shall be
surrendered  by  cancellation  and new  certificates  issued to the purchaser or
assignee.

ARTICLE III         DIRECTORS
- -----------         ---------

1. A Board of Directors,  consisting of at least three (3) and no more than nine
(9) persons shall be chosen annually by the stockholders at their annual meeting
to manage the affairs of the  company  except that in case all the shares of the
Corporation  are  owned  beneficially  and  of  record  by  either  one  or  two
stockholders,  the number of Directors  may be less than three (3), but not less
than the number of stockholders.  The Directors' term of office shall be one (1)
year, and Directors may be reelected for successive annual terms.

2. Vacancies on the Board of Directors by reason of death, resignation or causes
shall be filled by the  remaining  Director or Directors  choosing a Director or
Directors to fill the unexpired term.

3. Regular meetings of the Board of Directors shall he held at 11:00 a.m. on the
10th day of December,  March, June, and September,  beginning in March, 1993, at
the office of the company at Reno, Nevada, or at such other time or place as the
Board of Directors shall by resolution  appoint;  special meetings may be called
by the President, or any Director giving ten (10) days, notice to each Director.
Special  meetings may also be called by execution of the  appropriate  waiver of
notice and call when executed by a majority of the  Directors of the company.  A
majority of the Directors shall constitute a quorum.

4. The Directors  shall have the general  management and control of the business
and  affairs  of the  company  and shall  exercise  all the  powers  that may be
exercised or performed by the corporation,  under the statutes, the certificates
of incorporation,  and the Bylaws. Such management will be by equal vote of each
member of the Board of Directors with each board member having an equal vote.

5. A  resolution,  In  writing,  signed  by all  the  members  of the  Board  of
Directors,  shall  constitute  action by the Board of  Directors  to the  effect
therein expressed,  with the same force and effect as though such resolution had
been  passed  at a duly  convened  meeting;  and It  shall  be the  duty  of the
Secretary to record every such  resolution in the Minute Book of the corporation
under its proper date.


<PAGE>



ARTICLE IV          OFFICERS
- ----------          --------

1. The officers of this company shall  consist of a President,  one or more Vice
Presidents, Secretary-Treasurer, Resident Agent and such other officers as shall
from time to time be elected or appointed by the Board of Directors.

2.  The  PRESIDENT  shall  preside  at all  meetings  of the  Directors  and the
Stockholders. He shall sign or countersign all stock certificates, contracts and
other Instruments of the corporation as authorized by the Board of Directors and
shall  perform  all such  other  duties  as are  Incident  to his  office or are
required by him by the Board of Directors.

3. The VICE PRESIDENT  shall exercise the functions of the President  during the
absence or  disability  of the  President  and shall  have such  powers and such
duties as may be assigned to him from time to time by the Board of Directors.

4. The SECRETARY shall issue notices for all meetings as required by the Bylaws,
shall keep a record of the  minutes of the  proceedings  of the  meetings of the
Stockholders and Directors,  shall have charge of the Corporate books, and shall
make such reports and perform such other duties as are Incident to his office or
properly required of him by the Board of Directors. He shall be responsible that
the corporation  complies with Section 78.109 of the Nevada Corporation laws and
supplies to the Nevada Resident Agent or Principal Office in Nevada, any and all
amendments  to the  Corporation's  Articles  of  Incorporation  and  any and all
amendments  or changes  to the Bylaws of the  Corporation.  In  compliance  with
Section  78.105,  he will also supply to the Nevada  Resident Agent or Principal
Office in Nevada, and maintain,  a current statement setting out the name of the
custodian  of the stock ledger or duplicate  stock  ledger,  and the present and
complete Post Office address,  including  street and number,  if any, where such
stock ledger or duplicate stock ledger specified in the section is kept.

5. The  TREASURER  shall have the  custody of all monies and  securities  of the
corporation and shall keep regular books of account. He shall disburse the funds
of the corporation in payment of the just demands against the Corporation, or as
may be  ordered  by the Board of  Directors,  making  proper  vouchers  for such
disbursements  and shall render to the Board of Directors  from time to time, as
may be required of him, an account of all his  transactions  as Treasurer and of
the financial condition of the Corporation. He shall perform all duties Incident
to his office or which are properly required of him by the Board of Directors.

6. The RESIDENT AGENT shall be In charge of the corporation's  registered office
in the State of Nevada,  upon whom process against the Corporation may be served
and shall perform all duties required of him by statute.

7. The salaries of all officers shall be fixed by the Board of Directors and may
be changed from time to time by a majority vote of the Board.

8. Each of such  officers  shall serve for a term of one (1) year or until their
successors are chosen and qualified. Officers may be re-elected or appointed for
successive annual terms.

9. The Board of Directors may appoint such other officers and agents as it shall
deem  necessary or  expedient,  who shall hold their  offices for such terms and
shall  exercise such powers and perform such duties as shall he determined  from
time to time by the Board of Directors.


<PAGE>



ARTICLE V           INDEMNIFICATION OF OFFICERS AND DIRECTORS
- ---------           -----------------------------------------

1. The  Corporation  shall indemnify any and all of its Directors or Officers or
former Directors or Officers or any person who may have served at its request as
a Director or Officer of another  corporation in which it owns shares of capital
stock or of which it Is a creditor  against  expenses  actually and  necessarily
incurred  by  them  in  connection  with  the  defense  of any  action,  suit or
proceeding  In which they,  or any of them,  are made  parties,  or a party,  by
reason of being or having been Directors or Officers or a Director or Officer of
the Corporation or of such other Corporation,  except, in relation to matters as
to which any such  Director  or Officer or former  Director or Officer or person
shall  be  adjudged  in such  action,  suits or  proceedings  to be  liable  for
negligence or misconduct, In the performance of duty. Such Indemnification shall
not be deemed exclusive or any others' rights to which those  Indemnified may be
entitled, under Bylaw agreement, vote of stockholders or otherwise.

ARTICLE VI          AMENDMENTS
- ----------          ----------

I. Any of these Bylaws may be amended by a majority vote of the  stockholders at
any annual meeting or at any special meeting called for that purpose.

2. The Board of Directors may amend the Bylaws or adopt additional Bylaws,  but.
shall not alter or repeal any Bylaws adopted by the stockholders of the company.

                                         CERTIFIED TO BE THE BYLAWS OF
                                         BIO-AMERICAN CAPITAL, INC.

                                         BY____________________________
                                                    SECRETARY





                             STOCK OPTION AGREEMENT


      This STOCK OPTION AGREEMENT (the "Agreement"),  dated as of July 20, 1999,
made by and between  Controlling  Shareholders  of Universal  Alliance,  Inc., a
Nevada  corporation,  with its place of business  located at 2625 Temple Heights
Drive, Oceanside, CA 92056 ("Optionor"), and Bio-American Capital Corporation, a
Nevada  corporation,  with its place of business  located at 462 Stevens Avenue,
Suite 308, Solana Beach, CA 92075  ("Optionee").  Universal  Alliance,  Inc. and
Bio-American  Capital Corporation shall sometimes be referred to as UAI and BACC
respectfully.  Controlling  Shareholders shall included those shareholders which
collectively own at least 80% of the issued and outstanding stock, and rights to
acquire stock in UAI.

      In  consideration of ten dollars and no/100ths and other good and valuable
consideration Optionor hereby grants to the Optionee, its successors,  the right
to acquire and receive from Optionor at least 80% of the issued and  outstanding
stock,  and rights to acquire stock in UAI in exchange for common stock of BACC,
or its successors, on the terms herein provided (the "Option").

      In  consideration  of the  foregoing  and  for  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
for the purpose of defining the terms and  provisions of this  Agreement and the
Option hereby granted, Optionor and Optionee hereby agree as follows:

      1. Terms of Exercise.  Optionee  must exercise the Option  granted  herein
before  March  31,  2000.  Optionee  may  exercise  the  Option by  meeting  the
"Conditions  Precedent to the Exercise of the Option" set forth in Section 2 and
delivering  to "Escrow  Agent"  (mutually  agreed to) the shares of BACC  common
stock  (the  "Exchange  Shares")  set forth in  Section 4 for each  share of UAI
common stock (the "Exercise Price") for which Optionee is exercising the Option.

      2. Conditions Precedent to the Exercise of the Option.

     a.)  BACC to file Form 10-SB with the Securities and Exchange Commission on
          or  before  July 30,  1999,  and  comply  with all  future  disclosure
          requirements of a fully-reporting company;

     b.)  BACC  Management  to assist UAI in the  successful  completion  of the
          draft Private Offering Memorandum for $2,000,000 of Convertible Notes;

     c.)  Average  price of BACC  common  stock  traded on the  Over-the-Counter
          Bulletin Board,  during the period August 1, 1999,  through  September
          30, 1999, to be least $2.00 per share;
     d.)  Tax-free exchange of BACC common stock for UAI common stock;

     e.)  Successful filing of a registration statement that registers up to 25%
          of the  BACC  common  stock  to be  acquired  by the  UAI  Controlling
          Shareholders; and

     f.)  Prior to March 31, 2000.

     g.)  Mutual  agreement  on  Escrow  Agent;  which  agreement  will  not  be
          unreasonably withheld.

      3. BACC's Obligations.  BACC shall not be obligated to complete any or all
of the Conditions  Precedent set forth in Section 2 prior to the Exercise of the
Option.

      4. Share  Exchange  Consideration  for UAI  Stock.  BACC will issue to UAI
Controlling  Shareholders  one and one-half (1.5) shares of common stock of BACC
for each share of UAI common  stock.  No  fractional  shares of Exchange  Shares
shall be issued to the UAI Controlling Shareholders, and any fractional share to
which the UAI  Controlling  Shareholders  would  otherwise be entitled  shall be
rounded off to the nearest whole share.

      5. Registration  Rights. Upon issuance,  seventy-five percent (75%) of the
Shares will not been  registered  under the  Securities Act of 1933, as amended,
for purposes of public  distribution.  BACC will agree to prepare and file, upon
request of the holders of the Shares, a registration statement to register up to
25% of the Stock each six months following the closing of the transaction.  Such
registration is subject to any terms required by an underwriter of any secondary
offering.

      6. Representations,  Warranties and Covenants of Optionor. Optionor hereby
represents  and  warrants,  as of the date of this  Agreement and as of the date
upon which Optionee exercises the Option, as follows:

            a) None  of the  representations  or  warranties  made  by  Optionor
contains any untrue  statement of material  fact, or omits to state any material
fact  necessary to make the statements  made, in the light of the  circumstances
under which they were made, not misleading.

            b) Optionor owns all right,  title, and interest to the Shares,  and
the  Shares  are and will be free and clear of any and all  liens,  claims,  and
encumbrances of any kind or nature.

      7. No  Third-Party  Beneficiaries.  This  Agreement  shall not  confer any
rights or remedies  upon any person other than the parties and their  respective
successors and permitted assigns.

      8. Entire Agreement. This Agreement constitutes the entire agreement among
the  parties  and   supersedes   any  prior   understandings,   agreements,   or
representations  by or among the  parties,  written or oral,  to the extent they
related in any way to the subject matter hereof.

      9.  Succession and  Assignment.  This Agreement  shall be binding upon and
inure to the benefit of the parties named herein and their respective successors
and permitted  assigns.  No party may assign either this Agreement or any of his
or its rights,  interests,  or obligations  hereunder  without the prior written
approval of the Optionor.



<PAGE>


      10.  Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together will constitute one and the same instrument.

      11.  Notices.   All  notices,   requests,   demands,   claims,  and  other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other  communication  hereunder  shall be  deemed  duly  given on the date of
delivery,  if delivered by hand or by telecopy with machine  confirmation to the
persons  identified  below,  or three  (3)  days  after  mailing  if  mailed  by
registered or certified mail,  return receipt  requested,  postage prepaid,  and
addressed to the  intended  recipient  at the address set out  hereinabove.  Any
party may change the address to which notices,  requests,  demands,  claims, and
other  communications  hereunder are to be delivered by giving the other parties
notice in the manner herein set forth.

      12.  Governing Law. This  Agreement  shall be governed by and construed in
accordance  with the  domestic  laws of the State of  California  and the United
States  without giving effect to any choice or conflict of law provision or rule
(whether of the State of California or any other  jurisdiction) that would cause
the  application  of the  laws of any  jurisdiction  other  than  the  State  of
California and the United States.

      13.  Dispute  Resolution.  The  parties  hereto  deem  it to  be in  their
respective   best  interests  to  settle  any  dispute  as   expeditiously   and
economically as possible.  Therefore,  the parties expressly agree to submit any
dispute between them arising out of or relating to this Agreement ("Dispute") to
mediation  and, if necessary,  arbitration.  The parties  hereto thus  expressly
waive any rights  they may have to trial by jury with  respect to such  dispute.
The dispute resolution proceedings shall be conducted in San Diego, California.

      14.  Amendments  and  Waivers.  No  amendment  of any  provision  of  this
Agreement  shall be valid  unless the same shall be in writing and signed by the
Optionor and Optionee. No waiver by any party of any default, misrepresentation,
or breach of warranty or covenant  hereunder,  whether intentional or not, shall
be deemed to extend to any prior or subsequent  default,  misrepresentation,  or
breach of warranty or covenant hereunder or affect in any way any rights arising
by virtue of any prior or subsequent such occurrence.

      15. Severability.  If any term,  provision,  condition or covenant of this
Agreement or the application thereof to any party or circumstances shall be held
to be  invalid or  unenforceable  to any  extent in any  jurisdiction,  then the
remainder  of this  Agreement  and the  application  of  such  term,  provision,
condition or covenant in any other  jurisdiction or to persons or  circumstances
other than those as to whom or which it is held to be invalid or  unenforceable,
shall not be affected thereby, and each term, provision,  condition and covenant
of this Agreement shall be valid and enforceable to the fullest extent permitted
by law.

      16.  Expenses.  Each of the  parties  will  bear his or its own  costs and
expenses  (including  legal fees and expenses)  incurred in connection with this
Agreement and the transactions contemplated hereby. In the event legal action is
necessary to enforce this Agreement,  the prevailing  party shall be entitled to
an award of all its reasonable  attorney's fees and costs incurred in connection
with enforcement of this Agreement



<PAGE>


      17.   Construction.

            a. Words.  All  references in this  Agreement to the singular  shall
include the plural, the plural shall include the singular where applicable,  and
all  references  to gender  shall  include  both  genders  and the  neuter.  All
references in this Agreement to days shall be calendar days unless  specified as
business days. All accounting terms not otherwise  identified  herein shall have
the meanings  assigned to them in accordance  with General  Accepted  Accounting
Principles consistently applied.

            b.  Cross-References.  References  in this  Agreement to any Section
shall include all Subsections, and Paragraphs in such Section; and references in
this  Agreement  to  any  Subsection   shall  include  all  Paragraphs  in  such
Subsection.  Words "herein,"  "hereof,"  "hereunder" and words of similar import
refer to this Agreement as a whole and not to any particular  paragraph or other
subdivision unless the context otherwise so admits.

            c. Headings.  The table of contents and the headings to each Section
and Subsection  herein are for the purposes of convenience only and shall not be
read or interpreted as having any meaning or effect.

[Signatures on Following Page]

<PAGE>


IN WITNESS  WHEREOF,  the  parties  hereto  have  executed  and  delivered  this
Agreement  with legal and  binding  effect as of the date and year  first  above
written.


                                    Optionee:
                                    ---------


- ------------------------------

Bio-American Capital Corporation
By: Leonard Viejo, President

                                    Optionor(s):
                                    ------------



- ----------------                         ----------------
James R. Wheeler                         Matthew J. Basson

- ----------------                         ----------------
Jacob Cancelli                           Terry Young

- ------------------                       -------------------
Bonnechi Finance, Ltd                    Booker Finance, Ltd.
By: Kerrod Grant Park, Authorized        By: Shane Hodge, Authorized Signature
Signatory

- -----------------                        -------------------
Collyer House, Ltd.                      Cortell Group, Ltd.
By: John B. Davis, Authorized Signatory  By: Byran Cook, Authorized Signatory

- -----------------                        ----------------------
Holder Row, Ltd                          Oceania Custodian, Ltd
By: Bruce Pilley, Authorized Signatory.  By: Nico Francken, Director

- -----------------------                  ------------------------
Yellowstone Securities, Ltd.             NCSS International, Ltd.
By: Gregg E. McNair, Authorized          By: John Thornton Bigley, Authorized
Signatory                                Signatory

- --------------
Ira Wheeler


<PAGE>


STATE OF ______________             )
                                    )ss.
COUNTY OF ______________            )


        On November ____, 1998, before me,  __________________,  a notary public
in and for said state,  personally appeared Jay Geier, personally known to me to
be the person whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his  authorized  capacities,  and that by his
signature on the  instrument  the entity upon behalf of which the persons acted,
executed the instrument.


        WITNESS my hand and official seal.

        My commission Expires:


                                            -----------------------------
                                            Notary Public


                            Schvanoveldt and Compnay
                          Ceritfied Public Accountant
                         275 E. South Temple, Suite 300
                           Salt Lake City, Utah 84111
                                 (801) 521-2392



U.S. Securities & Exchange Commission
Washington, D. C. 10549

The  undersigned  certifying  accountants  hereby  acknowledge  that  they  have
reviewed Item 3, "Changes in and  Disagreements  with  Accountants on Accounting
and Financial  Disclosures," as contained in the Form 10 Registration  Statement
being filed by Bio-American Capital Corporation and that the undersigned concurs
with the statements made therein by the Registrant  concerning the Change in the
Registrant's independent accountant.

ss/Schvaneveldt & Company
- -------------------------

Schvaneveldt & Company
Salt Lake City, Utah
July 20, 1999



<TABLE> <S> <C>


<ARTICLE>                     5

<S>                                <C>                      <C>
<PERIOD-TYPE>                      12-MOS                   6-MOS
<FISCAL-YEAR-END>                  DEC-31-1998              DEC-31-1999
<PERIOD-START>                     JAN-01-1998              JAN-01-1999
<PERIOD-END>                       DEC-31-1998              JUN-30-1999
<CASH>                                  29,720                    8,378
<SECURITIES>                                 0                        0
<RECEIVABLES>                          948,342                  942,364
<ALLOWANCES>                                 0                        0
<INVENTORY>                                  0                        0
<CURRENT-ASSETS>                       978,152                  950,751
<PP&E>                                       0                        0
<DEPRECIATION>                               0                        0
<TOTAL-ASSETS>                         978,152                  950,751
<CURRENT-LIABILITIES>                   22,647                   18,525
<BONDS>                                      0                        0
                        0                        0
                                  0                        0
<COMMON>                                 3,290                    3,290
<OTHER-SE>                             952,215                  928,936
<TOTAL-LIABILITY-AND-EQUITY>           955,505                  932,226
<SALES>                                      0                        0
<TOTAL-REVENUES>                         3,372                   13,502
<CGS>                                        0                        0
<TOTAL-COSTS>                                0                        0
<OTHER-EXPENSES>                        26,710                   17,552
<LOSS-PROVISION>                             0                        0
<INTEREST-EXPENSE>                           0                        0
<INCOME-PRETAX>                       (23,338)                  (4,050)
<INCOME-TAX>                                 0                        0
<INCOME-CONTINUING>                   (23,338)                  (4,050)
<DISCONTINUED>                               0                        0
<EXTRAORDINARY>                              0                        0
<CHANGES>                                    0                        0
<NET-INCOME>                          (23,338)                   (4,050)
<EPS-BASIC>                                0                        0
<EPS-DILUTED>                                0                        0



</TABLE>


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