BIO AMERICAN CAPITAL CORP
10SB12G, 2000-05-22
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                    U. S. Securities and Exchange Commission
                             Washington, D.C. 20549


                                   Form 10-SB
                                   File No.:

                                 CIK: 0000908821


                   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)


                                       1
<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..........................................22

Item 3.        Properties.....................................................23

Item 4.        Security Ownership of Certain Beneficial Owners and Management.24

Item 5.        Directors and Executive Officers of the Registrant.............24

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.................................................32

Item 2.        Legal Proceedings..............................................32

Item 3.        Changes in and Disagreements with Accountants on   Accounting and
               Financial Disclosure...........................................32

Item 4.        Recent Sales of Unregistered Securities........................33

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

                                    PART F/S


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

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

Index to Exhibits.............................................................37

                                       2
<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
- -------

     The Company was  incorporated  under the laws of the State of Nevada on May
5, 1992, and is in the early  developmental and promotional  stages. To date the
Company's  activities have been organizational  ones, directed at developing its
business plan and raising its initial  capital.

     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
$508,200 from an exempt offering under Regulation D, Rule 504 as adopted then by
the  Securities  and Exchange  Commission to act 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.

     As a merchant bank service the only  investment that the Company funded was
a loan to Universal  Alliance,  Inc. (UAI). UAI is a private holding company for
Remind America,  Inc., Global Interlink Systems, Inc.,  thankyoustores.com  Inc.
and NCSS  America,  Inc.  UAI was  engaged in proof of concept  test  marketing,
technology  development,  recruitment  of  management  and staff  and  potential
acquisition  of marketing  companies.  UAI derived its revenue from  fulfillment
services and sales of  custom-labeled  gift products  through the Remind America
loyalty system.

     In December 1998, the Company entered into a Share Exchange  Agreement with
UAI and certain  shareholders of UAI (the "UAI Controlling  Shareholders").  The
Share  Exchange   Agreement  provided  that  the  Company  would  acquire  81.5%
(9,600,000  shares) of the  outstanding  capital stock of UAI. In July 1999, the
Company, UAI and the UAI Controlling  Shareholders terminated the Share Exchange
Agreement and entered into a Stock Option  Agreement  with UAI. The Stock Option
Agreement  provided the Company with the option,  based upon achieving  specific
performance  criteria,  to acquire controlling  interest in UAI. Effective March
31,  2000,  the Stock  Option  Agreement  expired  and the  Company and UAI have
mutually abandoned the transaction.  The amount of the loan to UAI ($450,060) is
still unpaid, but has been written off. Collection efforts may be commenced.

                                       3

<PAGE>

        The  Company  intended 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.

        The Company is a "shell"  company and its only current  business plan is
to seek,  investigate,  and, if  warranted,  acquire one or more  properties  or
businesses,   and  to  pursue  other  related  activities  intended  to  enhance
shareholder  value.  The  acquisition of a business  opportunity  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.  The
Company has no capital, and it is unlikely that the Company will be able to take
advantage of more than one such  business  opportunity.  The Company  intends to
seek opportunities demonstrating the potential of long-term growth as opposed to
short-term earnings.

        At the  present  time  the  Company  has  not  identified  any  business
opportunity  that it plans to pursue,  nor has the Company reached any agreement
or  definitive  understanding  with any person  concerning an  acquisition.  The
Company  is filing  Form 10-SB on a  voluntary  basis in order to become a 12(g)
registered  company under the  Securities  Exchange Act of 1934. As a "reporting
company,"  the Company may be more  attractive to a private  acquisition  target
because it may be listed to trade its shares on the OTCBB.

        It is anticipated that the Company's officers and directors will contact
broker-dealers  and other persons with whom they are acquainted who are involved
in corporate  finance  matters to advise them of the Company's  existence and to
determine if any  companies or  businesses  they  represent  have an interest in
considering a merger or acquisition with the Company.  No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity,  given that no funds that are available for  acquisitions,  or that
any  acquisition  that occurs will be on terms that are favorable to the Company
or its stockholders.

        The  Company's  search will be directed  toward  small and  medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy,  or anticipate in the reasonably  near future being able to satisfy,
the minimum asset  requirements in order to qualify shares for trading on NASDAQ
or  a  stock   exchange   (See   "Investigation   and   Selection   of  Business
Opportunities").   The  Company  anticipates  that  the  business  opportunities
presented to it will (i) be recently organized with no operating  history,  or a
history of losses attributable to under-capitalization or other factors; (ii) be
experiencing financial or operating  difficulties;  (iii) be in need of funds to
develop a new product or service or to expand into a new market; (iv) be relying
upon an untested product or marketing concept;  or (v) have a combination of the
characteristics   mentioned  in  (i)  through  (iv).  The  Company   intends  to
concentrate its acquisition efforts on properties or businesses that it believes
to be  undervalued.  Given the above factors,  investors  should expect that any
acquisition candidate may have a history of losses or low profitability.


                                       4

<PAGE>


        The  Company  does not  propose to  restrict  its search for  investment
opportunities  to  any  particular  geographical  area  or  industry,  and  may,
therefore,  engage in  essentially  any  business,  to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's  discretion in the selection of business  opportunities is
unrestricted,  subject  to the  availability  of  such  opportunities,  economic
conditions, and other factors.

     As a consequence of this  registration of its securities,  any entity which
has an interest in being  acquired by, or merging into the Company,  is expected
to be an entity that desires to become a public  company and  establish a public
trading  market  for  its  securities.  In  connection  with  such a  merger  or
acquisition, it is highly likely that an amount of stock constituting control of
the  Company  would be issued  by the  Company  or  purchased  from the  current
principal shareholders of the Company by the acquiring entity or its affiliates.
If stock is purchased  from the current  shareholders,  the  transaction is very
likely to result in  substantial  gains to them relative to their purchase price
for such stock.  In the Company's  judgment,  none of its officers and directors
would thereby become an "underwriter" within the meaning of the Section 2(11) of
the  Securities Act of 1933, as amended.  The sale of a controlling  interest by
certain  principal  shareholders  of the Company  could occur at a time when the
other shareholders of the Company remain subject to restrictions on the transfer
of their shares.

        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.

        It is anticipated that business opportunities will come to the Company's
attention from various  sources,  including its officer and director,  its other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals. The Company 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  does not  foresee  that it would  enter  into a merger  or
acquisition  transaction  with any business with which its officers or directors
are currently affiliated.  Should the Company determine in the future,  contrary
to foregoing expectations,  that a transaction with an affiliate would be in the
best  interests of the Company and its  stockholders,  the Company is in general
permitted by Nevada law to enter into such a transaction if:

1. The material facts as to the relationship or interest of the affiliate and as
to the  contract  or  transaction  are  disclosed  or are  known to the Board of
Directors, and the Board in good faith authorizes the contract or transaction by
the affirmative vote of a majority of the disinterested  directors,  even though
the disinterested directors constitute less than a quorum; or

                                       5

<PAGE>

2. The material facts as to the relationship or interest of the affiliate and as
to the contract or  transaction  are disclosed or are known to the  stockholders
entitled to vote  thereon,  and the  contract  or  transaction  is  specifically
approved in good faith by vote of the stockholders; or

3. The  contract or  transaction  is fair as to the Company as of the time it is
authorized, approved or ratified, by the Board of Directors or the stockholders.

Investigation and Selection of Business Opportunities
- -----------------------------------------------------

     To a large  extent,  a  decision  to  participate  in a  specific  business
opportunity may be made upon  management's  analysis of the quality of the other
company's  management  and  personnel,  the  anticipated  acceptability  of  new
products  or  marketing  concepts,  the  merit  of  technological  changes,  the
perceived  benefit the company will derive from becoming a publicly held entity,
and numerous other factors which are difficult,  if not  impossible,  to analyze
through the  application of any objective  criteria.  In many  instances,  it is
anticipated that the historical  operations of a specific  business  opportunity
may not necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,
change product emphasis,  change or substantially  augment  management,  or make
other  changes.  The  Company  will be  dependent  upon the owners of a business
opportunity to identify any such problems  which may exist and to implement,  or
be primarily  responsible for the implementation  of, required changes.  Because
the Company may  participate in a business  opportunity  with a newly  organized
firm or with a firm  which is  entering  a new  phase of  growth,  it  should be
emphasized that the Company will incur further risks, because management in many
instances  will not have proved its  abilities  or  effectiveness,  the eventual
market for such company's  products or services will likely not be  established,
and such company may not be profitable when acquired.

     It is anticipated that the Company will not be able to diversify,  but will
essentially  be limited to one such  venture  because of the  Company's  limited
financing.  This lack of  diversification  will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be  considered an adverse  factor  affecting any decision to purchase the
Company's securities.

                                       6
<PAGE>



     It is emphasized  that  management  of the Company may effect  transactions
having a potentially adverse impact upon the Company's  shareholders pursuant to
the   authority  and   discretion  of  the  Company's   management  to  complete
acquisitions  without  submitting  any  proposal to the  stockholders  for their
consideration.  Holders of the Company's  securities  should not anticipate that
the  Company  necessarily  will  furnish  such  holders,  prior to any merger or
acquisition, with financial statements, or any other documentation, concerning a
target  company  or its  business.  In some  instances,  however,  the  proposed
participation in a business opportunity may be submitted to the stockholders for
their   consideration,   either  voluntarily  by  such  directors  to  seek  the
stockholders' advice and consent or because state law so requires.

     The analysis of business  opportunities  will be undertaken by or under the
supervision  of the  Company's  President,  who is not a  professional  business
analyst. See "Management." Although there are no current plans to do so, Company
management might hire an outside  consultant to assist in the  investigation and
selection of business opportunities, and might pay a finder's fee. Since Company
management  has no current plans to use any outside  consultants  or advisors to
assist in the investigation and selection of business opportunities, no policies
have been adopted regarding use of such consultants or advisors, the criteria to
be used in selecting such consultants or advisors,  the services to be provided,
the term of service,  or  regarding  the total  amount of fees that may be paid.
However,  because of the limited resources of the Company, it is likely that any
such fee the  Company  agrees  to pay  would  be paid in stock  and not in cash.
Otherwise,  the Company  anticipates that it will consider,  among other things,
the following factors:

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

2. The Company's  perception of how any particular business  opportunity will be
received by the investment community and by the Company's stockholders;

3. Whether,  following  the business  combination,  the  financial  condition of
the business opportunity  would be, or would have a significant  prospect in the
foreseeable  future of  becoming  sufficient  to enable  the  securities  of the
Company  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."

                                       7

<PAGE>

4. 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;

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

6.  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;

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

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

9. 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.

     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.

                                       8

<PAGE>

      The  Company is unable to predict  when it may  participate  in a business
opportunity.  It expects,  however,  that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.

       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 may meet personally  with management and key personnel,  may visit
and inspect material facilities,  obtain independent analysis or verification of
certain information provided,  check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

       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."


                                       9

<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.

        There  are no  loan  arrangements  or  arrangements  for  any  financing
whatsoever relating to any business opportunities.

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

                                       10
<PAGE>


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").

        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

                                       11
<PAGE>

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.

        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  is 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.  Further,  in conjunction  with an  acquisition  or merger,  it is
likely that  management may offer to sell a controlling  interest at a price not
relative to or reflective of any value of the shares sold by management,  and at
a price which could not be achieved by individual shareholders at the time.

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.


                                       12
<PAGE>

        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 a registration statement
has been  declared  effective by the  Securities  and Exchange  Commission 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.

        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  possibly
experience competition from other public "blank check" companies,  some of which
may have more funds available than does the Company.

                                       13

<PAGE>

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 Revised  Statutes
vest authority in the Board of Directors to decide and approve matters involving
acquisitions within certain restrictions. Any transaction would be structured as
an acquisition,  not a merger,  with the Registrant being the parent company and
the  acquiree  being  merged  into  a  wholly  owned  subsidiary.  Therefore,  a
shareholder  will have no right of dissent  under  Nevada law for a merger under
most circumstances.

No Target Candidates for Acquisition
- ------------------------------------

        None of the Company's officers,  directors,  promoters,  affiliates,  or
associates  have had any  preliminary  contact or  discussion  with any specific
candidate for acquisition. There are no present plans, proposals,  arrangements,
or  understandings  with any  representatives  of the owners of any  business or
company regarding the possibility of an acquisition transaction.

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

     The Company  currently  maintains a business address at 462 Stevens Avenue,
Suite  #308,  Solana  Beach,  CA 92075  which is the  office  address of another
employer of its President,  Leonard  Viejo.  The Company's  telephone  number is
(858) 793-5900.  Other than this mailing address, the Company does not currently
maintain  any other  office  facilities,  and does not  anticipate  the need for
maintaining office facilities at any time in the foreseeable future. The Company
pays $750 rent for the use of this facility.

                                       14
<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.  Under a  month-to-month  agreement the Company has agreed to pay
the  president  of the Company a  management  fee of $5,000 a month for services
rendered.  See "Executive  Compensation"  and under "Certain  Relationships  and
Related Transactions."

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

     1.  CONFLICTS OF INTEREST WITH 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."

        It is  anticipated  that  Company's  officers and directors may actively
negotiate or otherwise  consent to the purchase of a portion of his common stock
as a condition  to, or in  connection  with,  a proposed  merger or  acquisition
transaction.  In this  process,  the  Company's  officers  may  consider his own
personal  pecuniary  benefit  rather than the best  interests  of other  Company
shareholders, and the other Company shareholders are not expected to be afforded
the  opportunity  to  approve  or  consent  to  any  particular   stock  buy-out
transaction. See "Conflicts of Interest."

     2. NEED FOR ADDITIONAL  FINANCING.  The Company has very limited funds, and
such funds may not be  adequate  to take  advantage  of any  available  business
opportunities.  Even if the Company's funds prove to be sufficient to acquire an
interest in, or complete a transaction with, a business opportunity, the Company
may not have enough capital to exploit the opportunity.  The ultimate success of



                                       15

<PAGE>


the Company may depend upon its ability to raise additional capital. 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 additional capital is needed, there is no assurance
that funds will be available from any source or, if available,  that they can be
obtained on terms  acceptable to the Company.  If not  available,  the Company's
operations  will be  limited  to those  that  can be  financed  with its  modest
capital.

     3. REGULATION OF PENNY STOCKS. The Company's securities, when available for
trading,  will be 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.

       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"


                                       16

<PAGE>


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  formed  in May 1992 and
remained  dormant until  November  1998.  Since  November 1998 the Company:  (i)
raised  $508,200 in a private  placement;  (ii)  entered  into a Share  Exchange
Agreement to acquire controlling  interest of Universal Alliance,  Inc. ("UAI");
(iii) provided  $450,060 in unsecured  bridge  financing to UAI; (iv) terminated
the Share Exchange  Agreement with UAI and entered into a Stock Option Agreement
to acquire  controlling  interest in UAI; (v) wrote-off the UAI Notes Receivable
of $450,060 and accrued interest of $3,372;  and (vi) the Stock Option Agreement
expired  and the  Company  and  UAI  have  mutually  abandoned  the  transaction
effective  March 31, 2000. The Company is not  profitable,  and the only revenue
earned was the  accrued  interest in the notes  receivable  to UAI which was not
collected.  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.

     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 - NOT IDENTIFIED AND HIGHLY RISKY. The Company has not
identified and has no  commitments to enter into or acquire a specific  business
opportunity  and  therefore  can disclose the risks and hazards of a business or
opportunity that it may enter into in only a general manner, and cannot disclose
the risks and hazards of any specific  business or opportunity that it may enter
into. 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.  See
Item 1 "Description of Business."

                                       17

<PAGE>

     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.  Because of the  Company's  limited  capital,  it is more
likely than not that any  acquisition  by the Company will involve other parties
whose  primary  interest  is the  acquisition  of control  of a publicly  traded
company.   Moreover,   any  business   opportunity  acquired  may  be  currently
unprofitable or present other negative factors.

     8.  IMPRACTICABILITY  OF EXHAUSTIVE  INVESTIGATION.  The Company's  limited
funds 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  significant  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.

     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 not 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.


                                       18
<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 on a part time basis. 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.

     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.

                                       19

<PAGE>

     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  selection  of any such  advisors  will be made by the  Company's
President without any input from  stockholders.  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.

     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


                                       20
<PAGE>


acquisition  would be that the acquired  company's  stockholders  and management
would  control the Company,  and the Company's  management  could be replaced by
persons  unknown at this time.  Such a merger would result in a greatly  reduced
percentage of ownership of the Company by its current shareholders. In addition,
the Company's major shareholders could sell control blocks of stock at a premium
price to the acquired company's stockholders.

     21.  LIMITED  PUBLIC  MARKET.  There is a  limited  public  market  for the
Company's  common stock in the "Pink  Sheets"  (BIAN),  and no assurance  can be
given that a viable market will develop or that a shareholder  ever will be able
to liquidate his investment without  considerable  delay, if at all. If a market
should  develop,  the  price  may be  highly  volatile.  Factors  such as  those
discussed in this "Risk Factors" section may have a significant  impact upon the
market price of the  securities  offered  hereby.  Owing to the low price of the
securities,  many brokerage  firms may not be willing to effect  transactions in
the  securities.  Even if a  purchaser  finds  a  broker  willing  to  effect  a
transaction in these securities, the combination of brokerage commissions, state
transfer  taxes,  if any,  and any other  selling  costs may exceed the  selling
price.  Further,  many  lending  institutions  will not  permit  the use of such
securities as collateral for any loans.

     22.  RULE 144  SALES.  Shares of common  stock  held by  present  officers,
directors,  and some stockholders are "restricted securities" within the meaning
of Rule 144 under the Securities Act of 1933, as amended.  As restricted shares,
these shares may be resold only pursuant to an effective  registration statement
or  under  the  requirements  of Rule 144 or other  applicable  exemptions  from
registration  under the Act and as required under  applicable  state  securities
laws.  Rule  144  provides  in  essence  that a person  who has held  restricted
securities for one year may, under certain conditions,  sell every three months,
in brokerage  transactions,  a number of shares that does not exceed the greater
of 1.0% of a company's  outstanding  common stock or the average  weekly trading
volume  during the four calendar  weeks prior to the sale.  There is no limit on
the amount of restricted securities that may be sold by a nonaffiliate after the
restricted  securities  have been  held by the owner for a period of two  years.
Nonaffiliate  shareholders  holding  common  shares of the Company who have held
their  shares for two years and under Rule  144(K) are  eligible  to have freely
tradable  shares.  A sale under Rule 144 or under any other  exemption  from the
Act, if available,  or pursuant to subsequent  registration  of shares of Common
Stock of present  stockholders,  may have a depressive  effect upon the price of
the common stock in any market that may develop.  1,830,250  shares  outstanding
become available for resale (subject to volume limitations for affiliates) under
Rule 144,  ninety (90) days after the Company  registers  its common stock under
Section 12(g) with the Securities and Exchange Commission,  all of which will be
subject to applicable volume restrictions under the Rule.


                                       21
<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  financing  through  the  issuance of an
offering  that  raised  $508,200 in cash in  December  1998.  The Company has no
liquidity or liquid assets at this time.

     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 1999 AND 1998:
- --------------------------------------------------------------------------------

     The Company had no revenues  in 1999 and 1998.  The Company  established  a
provision for bad debt of $453,432 from  Universal  Alliance,  Inc. and incurred
$84,715 in expenses  in 1999 as  compared  to $26,340 in  expenses  in 1998.  In
December 1998, the Company  provided  $450,060 of unsecured  bridge financing to
Universal  Alliance,  Inc.  ("UAI").  Interest  accrued at an annual  rate of 12
percent. The principal and interest were to be paid the earlier of one-year from
the date of  receipt of  proceeds.  No  payments  have been  received  from UAI.
Effective  December 31, 1999 the Company wrote-off the principal sum of $450,060
and  accrued  interest of $3,372.  The  Company  has issued a formal  demand for
payment of all  principal  and interest and has retained  legal counsel to begin
collection efforts.  The Promissory Notes provide that UAI will pay all costs of
collection  and  reasonable  attorney's  fees.  The  $84,715 of expenses in 1999
included $60,000 as a management fee to the President,  $9,000 for an office and
related expenses; $6,000 was paid to Standard Poor's for financial coverage, and
$6,824 for the legal and accounting  services  related to the preparation of the
Form 10-SB. The $26,340 of expenses in 1998 included $10,000 as a management fee
to the President; $10,000 for the legal and other professional services incurred
to  execute  the  Share  Exchange   Agreement  with  UAI;  $2,845  in  costs  of
presentations;  $1,800 for the preparation of audited  financial  statements and
$1,500 for office expenses and related  expenses.  Expenses in 1998 were reduced
by the $3,372 of then accrued interest on the Notes Receivable from UAI.

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

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND
MARCH 31, 1999:
- --------------------------------------------------------------------------------

     The  Company  had no  revenues  in the  quarter  2000 or 1999.  In 2000 the
Company  incurred  $17,775 in  expenses  compared  to $24,281 in 1999.  In 2000,
$15,000 was  incurred as a  management  fee to the  President of the Company and
$2,250  was paid for the office  and  related  expenses.  In 1999,  $15,000  was
incurred as a management fee to the President of the Company, $6,000 was paid to
Standard  Poor's for  financial  coverage and $2,250 was paid for the office and
related  expenses.  Expenses  in 1999 were  reduced  by the  $13,502  of accrued
interest on the Notes Receivable from UAI.

     The net  operating  loss in the  first  quarter  in 2000 was  ($17,775)  as
compared to ($10,779) in 1999.  The net loss per share for the quarter each year
was ($0.01) in 2000 and ($0.01) in 1999.


                                       22
<PAGE>

     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,  and may  continue to operate at a loss after  completing  a
business combination, depending upon the performance of the acquired business.


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 properly 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.

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 and all related expenses  including  receptionist,
clerical and technical support, office supplies, telephone, computer, etc.

                                       23
<PAGE>

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
- --------------------------------------------------------------------------------
Cede & Co.                                         806,180               20.5%
Box 20 Bowling Green Station
New York, New York  10004

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

John T. Bigley, Director                                 0                 0%
9406 Ipswich Street
San Antonio, TX  78250

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

All directors and executive                      2,100,000                53.4%
officers as a group (3 persons)

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

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

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

NAME                          POSITION HELD                   TENURE

Leonard Viejo                 President, Secretary             Annual
                              and Director

John T. Bigley                Director                         Annual

Steven H. Wilhelm             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


                                       24
<PAGE>

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.

        The  directors  and officers of the Company will devote such time to the
Company's  affairs on an "as needed" basis, but less than 20 hours per month. 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

     LEONARD  VIEJO,  Director and President as of November 25, 1998, age 51, is
President of ASTRUM Utility  Services,  LLC ("ASTRUM")  (1997-Present)  and Vice
President and Chief Financial Officer in the investment banking firm of Kinsell,
Newcomb & De Dios, Inc. ("Kinsell") (1994-Present). ASTRUM is an energy services
company that partners with municipalities to offer their communities competitive
utility rates and improved  service  benefits.  Mr. Viejo also leads the utility
financing  and  acquisition  practice  for  Kinsell.  The firm has  designed and
marketed,  as a  lead  and a  participating  underwriter,  over  $4  billion  in
financings.  Prior to  joining  Kinsell,  Mr.  Viejo was a  financial  executive
reporting to the Chairman/CEO and served on the executive  council of Sempra, 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.

     JOHN  T.  BIGLEY,  Director  as of May 15,  2000,  age  51,  is a  Business
Development  Executive for Allstar  Systems,  Inc.  ("Allstar")  (1997-present).
Allstar is a major computer integrator of information  technology  equipment and
sells technology management services and solutions to Fortune 200 companies that
include  training,  procurement,  staffing,  technical  support  and  consulting
services.  Prior to joining Allstar,  Mr. Bigley was Executive Vice President of
Urban  Systems  Associates.   ("Urban  Systems")   (1996-1997).   Urban  Systems
successfully  developed a software program that predicted the clinical  outcomes
of patient care for heart attach victims.  Prior to joining Urban Systems he was
the Vice President of National  Sales for  Achievement  Resources  International
("Achievement   Resources")   (1994-1996).   Achievement  Resources  distributed
personal interest and self-help videos.  Prior to joining Achievement  Resources
Mr.  Bigley was a principal  in  Strategic  Sales &  Marketing,  a  manufactures
representative  firm that focused on placing  consumer  electronic  and computer
equipment to electronic superstore and mass merchant channels.  Prior to joining
Strategic Sales & Marketing,  he was National Manager of Market Requirements for
Epson America, Inc. the world's leading printer manufacturer.  (1988-1993).  Mr.
Bigley  graduated  from  Eastern  New  Mexico  University  where he  majored  in
marketing.

     STEVEN H. WILHELM,  Director as of May 15, 2000,  age 50, has practiced law
for 26 years. He established  Steven H. Wilhelm,  A Professional  Corporation in
1979.  The firm  specializes  in  business  litigation,  business  transactions,
intellectual  property,  asset protection and  international  tax planning.  Mr.
Wilhelm is a member of the  California and Kansas Bar  Association.  He received
his Bachelor of Science Degree and Juris Doctorate Degree from the University of
Kansas. Steven H. Wilhelm, APC provides legal services to the Company.


                                       25
<PAGE>
     Management  will devote  minimal time to the  operations of the Company,  5
hours or less per week,  and any time spent will be  devoted  to  screening  and
assessing and, if warranted, negotiating to acquire business opportunities.

       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.

     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.  However,  if such  compensation  is in the  form of  cash,  such
payment will be tendered by the  acquisition  or merger  candidate,  because the
Company has insufficient cash available.  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.  No member of
management  nor any  principal  shareholder,  of the  Company  will  receive any
finders fee,  either  directly or  indirectly,  as a result of their  respective
efforts to implement the Company's business plan outlined herein.

     The  Company  has   adopted  a  policy   that  its   affiliates,  principal
shareholders,  and  management  shall not be issued further common shares of the
Company,  as finders fees or other compensation.

                                       26

<PAGE>


Previous "Blank Check" Offerings
- --------------------------------

        Management  of the  Company has not been  involved  in any prior  public
"blank check" offerings.  Management has no "blank check" offerings contemplated
or in registration  for any other company.  Management may however,  be involved
with other companies in the future which seek mergers or acquisitions.

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
Revised Statutes,  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.

     Conflicts of Interest - General.  Certain of the officers and  directors of
the Company may be directors  and/or  principal  shareholders of other companies
and,  therefore,  could face  conflicts  of interest  with  respect to potential
acquisitions.  In  addition,  officers  and  directors of the Company may in the
future  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.   In addition, if the Company and other companies with
which the Company's  officers and directors are  affiliated  both desire to take
advantage of a potential business  opportunity,  then the Board of Directors has
agreed that said  opportunity  should be  available  to each such company in the
order in which  such  companies  registered  or became  current in the filing of
annual reports under the Exchange Act subsequent to January 1, 1997.

                                       27
<PAGE>


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


ITEM 6.  EXECUTIVE COMPENSATION.
- --------------------------------

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

                              Annual Compensation              Awards

Name and           Year  Salary  Bonus   Other Annual   Restricted    Securities
Principal                ($)     ($)     Compensation   Stock         Underlying
Position                                ($)             Award(s)      Options/
                                                        ($)           SARs (#)
============== --------- ------------ --------- ------------------- ------------
Leonard Viejo,     1998   0      0       10,000          0                 0
President      --------- ------------ --------- ------------------- ------------
                   1999   0      0       60,000          0                 0
============== --------- ------------ --------- ------------------- ------------
Kurt Wright        1999   0      0       0               0                 0
Chairman        (resigned 1999)
============== --------- ------------ --------- ------------------- ------------
Roger C. Davey,    1998   0      0       0               0                 0
Secretary      --------- ------------ --------- ------------------- ------------
                   1999  0       0       0               0                 0
                (resigned 2000)
============== --------- ------------ --------- ------------------- ------------


                             Directors' Compensation
                             -----------------------

Name                  Annual     Meeting  Consulting    Number     Number of
                      Retainer   Fees     Fees/Other    of         Securities
                      Fee ($)    ($)      Fees ($)      Shares     Underlying
                                                        (#)        Options
                                                                   SARs(#)
- --------------------------------------------------------------------------------
A. Director          0             0        0            0              0
   Leonard Viejo

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

C. Director
   Steven H. Wilhelm 0             0        0            0              0

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

E. Director
   Roger C. Davey    0             0        0            0              0
   (resigned 2000)


Option/SAR Grants Table (None)

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)

                                       28
<PAGE>


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.
- -------------------------------------------------------

     Prior to the date of this Registration Statement, the Company issued to its
founders,  officers, and directors, and to other shareholders, a total of 40,000
shares  of common  stock for a total of  $13,200.  Certificates  evidencing  the
common stock issued by the Company to these persons have all been stamped with a
restrictive legend, and are subject to stop transfer orders by the Company.  For
additional  information  concerning  restrictions  that  are  imposed  upon  the
securities  held  by  current  stockholders,  and the  responsibilities  of such
stockholders  to comply with federal  securities laws in the disposition of such
common stock, see "Risk Factors - Rule 144 Sales."

     In March  1998,  Jay Geier was  issued 5 million  shares of common  stock @
$.001 per share for cash.  Mr. Geier owned  247,150 of the 290,250  shares (post
reverse split of one for twenty) issued and  outstanding.  On November 25, 1998,
Reliant Securities, Ltd., a British Virgin Island Corporation, purchased 157,150
shares (post-reverse split of one for twenty) from Mr. Geier and as of that date
he resigned as President and Director of the Company.

     Leonard Viejo, President, was issued 2,100,000 shares of common stock on or
about May 16, 2000 as the  forgiveness  of $42,000 of  indebtedness  for accrued
salaries and expenses.

     No officer,  director,  or affiliate of the Company has or proposes to have
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.



                                       29

<PAGE>

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

     Although  management has no current plans to cause the Company to do so, it
is possible  that the Company may enter into an  agreement  with an  acquisition
candidate requiring the sale of all or a portion of the common stock held by the
Company's  current  stockholders  to the  acquisition  candidate  or  principals
thereof,  or to other individuals or business entities,  or requiring some other
form of payment to the Company's current  stockholders,  or requiring the future
employment  of specified  officers  and payment of salaries to them.  It is more
likely  than  not  that  any  sale  of  securities  by  the  Company's   current
stockholders  to an  acquisition  candidate  would  be at a price  substantially
higher than that  originally paid by such  stockholders.  Any payment to current
stockholders  in the context of an  acquisition  involving  the Company would be
determined  entirely by the largely  unforeseeable  terms of a future  agreement
with an unidentified business entity.

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


ITEM 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 the date of
this  Registration  Statement a total of 3,930,250  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


                                       30
<PAGE>


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.


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.  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,  and to file
unaudited quarterly reports and annual reports with audited financial statements
as required by the Securities Exchange Act of 1934.


                                       31
<PAGE>

                                    PART II
                                    -------

ITEM 1. MARKET PRICE AND DIVIDENDS ON THE  REGISTRANT'S 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 under the symbol "BIAN". In October 1999, due
to the change in Rule  15c2-11,  the Company was reduced to trading in the "Pink
Sheets"  because it did not have an  effective  Form 10SB.  The prices set forth
below represent closing prices for 1998, 1999 and first quarter 2000.

                                High                  Low
                                ----                  ---
        1998
        ----

Fourth Quarter                $6.00                    $5.25

        1999
        ----
First Quarter                 $5.50                    $1.00
Second Quarter                $4.25                    $0.75
Third Quarter                 $1.125                   $0.125
Fourth Quarter                $1.125                   $0.012

        2000
        ----

First Quarter                 $ 0.10                   $ 0.02


December 28, 1998 and December 31, 1999 were the last dates the stock was traded
in 1998 and 1999,  and the closing price was $6.00 and $0.02  respectively.  The
most recent trade in the  Company's  common stock was @ $0.02 on April 14, 2000.
At December  31,  1998;  December 31, 1999 and April 30, 2000 there were 62; 61,
and 61 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.


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.
- -------------------------------------------------------

     In prior audits,  no disagreements  exist with any former Accountant on any
matter of accounting principles or practices,  financial statements  disclosure,
or  auditing  scope of  procedure,  which  disagreement  if not  resolved to the
satisfaction of the former  Accountant  would have caused the Accountant to make
reference  in  connection   with  his  report  to  the  subject  matter  of  the
disagreement(s).

                                       32
<PAGE>

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 summarized as follows:

                                                                       CONSID-
                                                            AMOUNT OF  ERATION
NAME & ADDRESS                       PURCHASE DATE          SHARES     PER SHARE
- ---------------                      -------------          ------     ---------
Jay A. Geier                         March  1998          5,000,000       $0.001
5234 Michelson Drive, #23D                                                  cash
Irvine, CA  92612

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

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

Leonard Viejo, President             May 16, 2000           2,100,000      $0.02
462 Stevens Ave., Suite #308                                               debt
Solana Beach, CA  92075                                              forgiveness
                                                                      of $42,000

     Each of the sales listed above was made for cash or services as listed. All
of the listed sales were made in reliance upon the exemption  from  registration
offered by Section 4(2) of the  Securities Act of 1933, as amended and all sales
except to Jay A. Geier and Leonard  Viejo were made in reliance upon Rule 504 of
Regulation  D. The shares  issued to Jay A. Geier and Leonard Viejo were made in
reliance upon the  exemption  from  registration  offered by Section 4(2) of the
Securities Act of 1933, as amended.

                                       33

<PAGE>

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.


                                       34
<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:  May 22, 2000


                                  BIO-AMERICAN CAPITAL CORPORATION
                                  --------------------------------


                                                   by:/s/Leonard Viejo
                                                   _____________________
                                                     Leonard Viejo
                                                     President/Secretary


                                                   Directors:

                                                   by:/s/Leonard Viejo
                                                   _____________________________
                                                      Leonard Viejo
                                                      Director


                                                     by:/s/John T. Bigley
                                                   _____________________________
                                                     John T. Bigley
                                                     Director


                                                   by:/s/Steven H. Wilhelm
                                                   _____________________________
                                                       Steven H. Wilhelm
                                                       Director



                                       35
<PAGE>


                        BIO-AMERICAN CAPITAL CORPORATION
                          (A Development Stage Company)



                          Index to Financial Statements


FINANCIAL STATEMENTS FOR THE PERIOD MAY 5, 1992 (INCEPTION) TO DECEMBER 31, 1999

Auditors Report                                                F-1

Balance Sheet                                                  F-2

Statement of Operations                                        F-3

Statement of Cash Flows                                        F-4

Statement of Stockholders'  Equity                             F-5

Notes to Financial Statements                                  F-6-F-10




INTERIM FINANCIAL STATEMENTS - MARCH 31, 2000 (UNAUDITED)


Cover Page                                                     F-11

Balance Sheet                                                  F-12

Statement of Operations                                        F-13

Statement of Cash Flows                                        F-14

Statement of Stockholders'  Equity                             F-15

Notes to Financial Statements                                  F-16









                                       36
<PAGE>


                        BIO-AMERICAN CAPITAL CORPORATION

                          (A Development Stage Company)

                              Financial Statements
           For the Period May 5, 1992 (Inception) to December 31, 1999


<PAGE>
                           Michael Johnson & Co., LLC
                          Certified Public Accountants
                        9175 East Kenyon Ave., Suite 100
                             Denver, Colorado 80237

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


                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors of
Bio-American Capital Corporation

We  have  audited  the  accompanying   balance  sheet  of  Bio-American  Capital
Corporation  as of December  31, 1999 and  December  31,  1998,  and the related
statements of operations,  changes in stockholders'  equity,  and cash flows for
the period May 5, 1992 (inception)  through December 31, 1999, and for the years
ended  December  31  1999  and  1998.   These   financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Bio-American Capital Corp., as
of December 31, 1999 and 1998 and the results of their operations and their cash
flows for the period May 5, 1992 (inception)  through December 31, 1999, and for
the years ended December 31, 1999 and 1998 in conformity with generally accepted
accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  described  in  Note 9 to the
financial  statements,  conditions exist which raise substantial doubt about the
Company's  ability to continue as a going concern  unless it is able to generate
sufficient cash flows to meet its  obligations  and sustain its operations.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

/s/Michael B. Johnson & Co., LLC
Denver, Colorado
April 28, 2000

                                      F-1

<PAGE>
<TABLE>
<CAPTION>


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

                                                            BALANCE SHEET
<S>                                                                              <C>                 <C>
                                                                                    December 31,         December 31,
                                                                                      1999                 1998
                                                                                 ----------------    -----------------
                                                                ASSETS:

                                                        Current Assets:
                                                                   Cash                     $589              $29,820
                                                    Interest Receivable                        0                3,372
                                                       Notes Receivable                        0              450,060
                                                                                 ----------------    -----------------

                                                           TOTAL ASSETS                     $589             $483,252
                                                                                 ================    =================


                            LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT):

                                                   Current Liabilities:
                                                       Accounts Payable                  $47,074              $22,377
                                                    Accrued Liabilities                    1,087                    0
                                                          Notes Payable                   16,500                    0
                                                                                 ----------------    -----------------
                                              Total Current Liabilities                   64,661               22,377
                                                                                 ----------------    -----------------

                                          Stockholders' Equity (Deficit):
                            Common Stock, par value $0.001; 100,000,000
                         shares authorized; 1,830,250 shares issued and
                       outstanding in 1999, and 1,830,250 shares issued
                                               and outstanding in 1998.                    1,830                1,830
                                             Additional Paid-in Capital                  503,183              503,183
                                          Stock Subscription Receivable                        0              (13,200)
                       Accumulated Deficit during the Development Stage                 (569,085)             (30,938)
                                                                                 ----------------    -----------------
                                    Total Stockholders' Equity (Deficit)                 (64,072)             460,875
                                                                                 ----------------    -----------------

                      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                    $589             $483,252
                                                                                 ================    =================

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

                                                                 F-2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                     BIO-AMERICAN CAPITAL CORP.
                                                    (A Development Stage Company)

                                                       STATEMENT OF OPERATIONS



<S>                                                          <C>                <C>                  <C>
                                                                                                           For the Period
                                                                     For the               For the            May 5, 1992
                                                                  Year Ended            Year Ended         (Inception) to
                                                                December 31,          December 31,           December 31,
                                                                   1999                1998                  1999
                                                              ---------------   -------------------   --------------------

                                    REVENUE:                              $0                    $0                     $0


                                    EXPENSES:

                                   Provision for Bad Debt            453,432                     0                453,432
                                             Amortization                  0                     0                    500
                                    Professional Expenses             14,500                14,840                 34,813
                                          Management Fees             60,000                10,000                 70,000
                                                   Travel                128                     0                  2,125
                                          Office Expenses              9,000                 1,500                 10,500
                                         Interest Expense              1,087                     0                  1,087
                                                              ---------------   -------------------   --------------------
                                           TOTAL EXPENSES            538,147                26,340                572,457
                                                              ---------------   -------------------   --------------------

                                             OTHER INCOME                  0                 3,372                  3,372
                                                              ---------------   -------------------   --------------------

                                                 NET LOSS          $(538,147)             $(22,968)             $(569,085)
                                                              ===============   ===================   ====================

                                       NET LOSS PER SHARE             $(0.29)               $(0.07)
                                                              ===============   ===================

                      WEIGHTED AVERAGE SHARES OUTSTANDING          1,830,250               313,062
                                                              ===============   ===================


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

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                     BIO-AMERICAN CAPITAL CORP.
                                                    (A Development Stage Company)

                                                       STATEMENT OF CASH FLOWS

<S>                                                                    <C>                 <C>               <C>
                                                                                                                      For the
                                                                                                                       Period
                                                                                For the           For the         May 5, 1992)
                                                                             Year Ended        Year Ended      (Inception) to
                                                                           December 31,      December 31,        December 31,
                                                                             1999               1998               1999
                                                                        ----------------   ---------------   -----------------

                        CASH FLOWS FROM OPERATING ACTIVITIES:

                                                     Net Loss                 $(538,147)         $(22,968)          $(569,085)
                Adjustments to reconcile net loss to net cash
                                used in operating activities;
                                                 Amortization                         0                 0                 500
                           Changes in assets and liabilities:
                                 Increase in Accounts Payable                    24,697            22,207              47,074
                              Increase in Accrued Liabilities                     1,087                 0               1,087
                   Decrease (Increase) in Interest Receivable                     3,372            (3,372)                  0
                      Decrease (Increase) in Notes Receivable                   450,060          (450,060)                  0
                                                                        ----------------   ---------------   -----------------
                        Net Cash Used in Operating Activities                   (58,931)         (454,193)           (520,424)
                                                                        ----------------   ---------------   -----------------

                        CASH FLOWS FROM INVESTING ACTIVITIES:

                                          Incorporation Costs                         0                 0                (500)
                                                                        ----------------   ---------------   -----------------
                        Net Cash Used in Investing Activities                         0                 0                (500)
                                                                        ----------------   ---------------   -----------------

                        CASH FLOWS FROM FINANCING ACTIVITIES:

                           Proceeds from Sale of Common Stock                    13,200           484,013             505,013
                                  Proceeds from Notes Payable                    16,500                 0              16,500
                                                                        ----------------   ---------------   -----------------
                    Net Cash Provided by Financing Activities                    29,700           484,013             521,513
                                                                        ----------------   ---------------   -----------------

                                  (Decrease) Increase in Cash                   (29,231)           29,820                 589

                                   CASH - BEGINNING OF PERIOD                    29,820                 0                   0
                                                                        ----------------   ---------------   -----------------

                                         CASH - END OF PERIOD                      $589           $29,820                $589
                                                                        ================   ===============   =================

            Supplemental Disclosures of Cash Flow Information
                                Cash paid during the year for:

                                                     Interest                    $1,087                $0              $1,087
                                                                        ----------------   ---------------   -----------------
                                                 Income taxes                        $0                $0                  $0
                                                                        ----------------   ---------------   -----------------

                             The accompanying notes are an integral part of these financial statements.
                                                                 F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

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

                                            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

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

                                                                                                       Deficit
                                                                                                    Accumulated
                                         Common Stocks           Additional        Stock            During the
                                  ----------------------------      Paid-In     Subscription        Development
                                      Shares        Amount          Capital      Receivable             Stage             Total
                                  -------------- ------------- ----------------  -------------- ----------------- ----------------
Balance - May 5, 1992 (Inception)              0            $0               $0              $0                $0                $0

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

     Balance - December 31, 1992               0             0                0               0                 0                 0
                                  -------------- ------------- ----------------  -------------- ----------------- -----------------
   Issuance to Founders for Cash          39,000            39            7,761                                 0             7,800
                        Net Loss               0             0                0                            (1,285)           (1,285)
                                  -------------- ------------- ---------------- --------------- ----------------- -----------------
     Balance - December 31, 1993          39,000            39            7,761               0            (1,285)            6,515
                                  -------------- ------------- ----------------  -------------- ----------------- -----------------

                        Net Loss               0             0                0                            (2,732)           (2,732)
                                  -------------- ------------- ----------------                 ----------------- -----------------
     Balance - December 31, 1994          39,000            39            7,761               0            (4,017)            3,783
                                  -------------- ------------- ----------------  -------------- ----------------- -----------------

                        Net Loss               0             0                0                            (3,583)           (3,583)
                                  -------------- ------------- ----------------                 ----------------- -----------------
     Balance - December 31, 1995          39,000            39            7,761               0            (7,600)              200
                                  -------------- ------------- ----------------  -------------- ----------------- -----------------

                        Net Loss               0             0                0                              (185)             (185)
                                  -------------- ------------- ----------------                 ----------------- -----------------
     Balance - December 31, 1996          39,000            39            7,761               0            (7,785)               15
                                  -------------- ------------- ----------------  -------------- ----------------- -----------------

                        Net Loss               0             0                0                              (185)             (185)
                                  -------------- ------------- ----------------                 ----------------- -----------------
     Balance - December 31, 1997          39,000            39            7,761               0            (7,970)             (170)
                                  -------------- ------------- ----------------  -------------- ----------------- -----------------

Issuance of Stock for cash
               - January 5, 1998         251,250           251            4,749               0                 0             5,000
Issuance of Stock for cash
             - December 11, 1998       1,500,000         1,500          477,513               0                 0           479,013
Issuance of Stock for subscription
 agreement -   December 31, 1998          40,000            40           13,160         (13,200)                0                 0
                        Net Loss               0             0                0               0           (22,968)          (22,968)
                                  -------------- ------------- ----------------  --------------  ----------------- -----------------
     Balance - December 31, 1998       1,830,250         1,830          503,183         (13,200)          (30,938)          460,875
                                  -------------- ------------- ----------------  -------------- ----------------- -----------------

Cash payment for subscription agreement
     - January and February 1999               0             0                0          13,200                 0            13,200
                        Net Loss               0             0                0               0          (538,147)         (538,147)
                                  -------------- ------------- ----------------  -------------- ----------------- -----------------
     Balance - December 31, 1999       1,830,250        $1,830         $503,183              $0         $(569,085)         $(64,072)
                                  ============== ============= ================  ============== ================= =================


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

</TABLE>
<PAGE>
                           BIO-AMERICAN CAPITAL CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 1999


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         ORGANIZATION:

         Bio-American  Capital  Corporation  (a  Development  Stage Company) was
         incorporated  in May 1992 in the state of Nevada to raise capital for a
         business venture.  The Company now acts as a merchant bank to organize,
         capitalize,  acquire and finance technology companies in the electronic
         communications and commerce industry.

         The Company fiscal year end is December 31.

         BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY

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

         BASIS OF ACCOUNTING:

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

         CASH AND CASH EQUIVALENTS:

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

         REVENUE RECOGNITION:

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

                                      F-6
<PAGE>

                           BIO-AMERICAN CAPITAL CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 1999


         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.

         NET LOSS PER SHARE:

         Basic and diluted net loss per share information is presented under the
         requirements  of SFAS No. 128,  EARNINGS PER SHARE.  Basic net loss per
         share is computed by dividing net loss by the weighted  average  number
         of shares of common  stock  outstanding  for the  period,  less  shares
         subject  to  repurchase.  Diluted  net  loss  per  share  reflects  the
         potential   dilution  of   securities  by  adding  other  common  stock
         equivalents,  including  stock  options,  shares subject to repurchase,
         warrants  and  convertible  preferred  stock,  in the  weighted-average
         number of common  shares  outstanding  for a period,  if dilutive.  All
         potentially   dilutive   securities   have  been   excluded   from  the
         computation, as their effect is anti-dilutive.

         INCOME TAXES:

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

         FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying amount of cash,  notes  receivable,  accounts  payable and
         accrued  expenses  are  considered  to  be   representative   of  their
         respective  fair  values  because  of the  short-term  nature  of these
         financial  instruments.  The carrying  amount of the notes  payable are
         reasonable  estimates of fair value as the loans bear interest based on
         market rates currently available for debt with similar terms.

NOTE 2 - STOCK SUBSCRIPTION:

         During November 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.  The Company received  $495,000 to
         purchase  1,500,000 shares in December 1998,  $9,900 to purchase 30,000
         shares in  January  1999,  and  $3,300  to  purchase  10,000  shares in
         February 1999. Total monies received were $508,200, less offering costs
         of $15,987,  for 1,540,000  shares.  Funds for the remaining  1,460,000
         shares were not received and the remaining subscription agreements were
         cancelled.


                                      F-7
<PAGE>

                           BIO-AMERICAN CAPITAL CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 1999

NOTE 3 - NOTES PAYABLE

         Following is a summary of notes payable at December 31, 1999

                                                               AMOUNT
         Note Payable to shareholder, 12%, unsecured,
          matures on March 31, 2000                            $ 8,250
         Note Payable to shareholder, 12%, unsecured,
          MATURES ON MARCH 31, 2000                              8,250
                                                             ---------
                                            TOTAL              $16,500
                                                               =======

         The president of the Company provided services and advanced cash to the
         Company for operations. Certain of these transactions resulted in notes
         being issued to the president, which were still outstanding at December
         31, 1999.

NOTE 4 -BAD DEBTS

         NOTES RECEIVABLE

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

         Following is a summary of notes receivable at December 31, 1998

                                                                        AMOUNT
 12% Note Receivable from Universal Alliance, Inc. dated 12/4/98,
 matures on 12/4/99, unsecured                                         $ 250,030
 12% Note Receivable from Universal Alliance, Inc. dated 12/12/98,
 matures on 12/12/99, unsecured                                           50.000
 12% Note Receivable from Universal Alliance, Inc. dated 12/17/98,
 MATURES ON 12/17/99, UNSECURED                                          150,030
                                                                      ----------
                           TOTAL                                       $ 450,060
                                                                       =========

         Effective December 31, 1999, the Company wrote-off the principal sum of
         $450,060 and accrued interest of $3,372. No payments have been received
         from UAI.  The  Company  has issued a formal  demand for payment of all
         principal  and  interest  and  retained  counsel  to  begin  collection
         efforts.  The  Promissory  Notes  provide  UAI  will  pay all  costs of
         collection and reasonable  attorney's fees. The Company did not execute
         its options to purchase the UAI common stock.

NOTE 5 -COMMITMENT AND CONTINGENCIES:

         MANAGEMENT FEE AND RENTAL LEASE

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


                                      F-8
<PAGE>

                           BIO-AMERICAN CAPITAL CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 1999

NOTE 6 - RELATED PARTY TRANSACTIONS

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

NOTE 7 - CAPITAL STOCK TRANSACTIONS

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

         REVERSE STOCK SPLIT:

         On November 10, 1998,  the  Company's  Articles of  Incorporation  were
         amended  to reduce the number of shares  issued  and  outstanding  on a
         basis of one new share for each twenty of such issued and  outstanding,
         provided that no stockholder  shall be reduced thereby to less than 100
         shares. The reverse stock split was effective on November 25, 1998. All
         per share disclosures have been restated to reflect the reverse split.

NOTE 8 - INCOME TAXES

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

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

         Deferred tax assets

            Net operating loss carryforwards                   $569,085
            VALUATION ALLOWANCE FOR DEFERRED TAX ASSETS        (569,085)
                                                               --------
         NET DEFERRED TAX ASSETS                               $      -
                                                               ========

         Realization of deferred tax assets is dependent  upon future  earnings,
         if any, the timing and amount of which are uncertain.  Accordingly, the
         net  deferred  tax  assets  have  been  fully  offset  by  a  valuation
         allowance.  As of December 31, 1999, the Company had net operating loss
         carryforwards  of   approximately   $569,085  for  federal  income  tax
         purposes. These carryforwards, if not utilized to offset taxable income
         begin to expire in 2113.  Utilization  of the net operating loss may be
         subject to substantial  annual  limitation due to the ownership  change
         limitations  provided by the Internal  Revenue  Code and similar  state
         provisions. The annual limitation could result in the expiration of the
         net operating loss before utilization.

                                      F-9
<PAGE>

                           BIO-AMERICAN CAPITAL CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 1999

NOTE 9 -GOING CONCERN:

         The accompanying  financial statements have been prepared in conformity
         with  generally  accepted  accounting  principles,  which  contemplates
         continuation of the Company as a going concern.  The Company operations
         are  in  the   development   stage  and  the  Company  has  experienced
         significant losses from limited  operations.  As shown in the financial
         statements, the Company incurred a net loss of $538,147 in 1999.

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


                                      F-10

<PAGE>


                        BIO-AMERICAN CAPITAL CORPORATION
                          (A Development Stage Company)

                     UNAUDITED INTERIM FINANCIAL STATEMENTS
                For the Period March 31, 2000 and March 31, 1999










                                      F-11
<PAGE>
<TABLE>
<CAPTION>

                                                  BIO-AMERICAN CAPITAL CORPORATION
                                                            BALANCE SHEET
                                                             (Unaudited)
<S>                                                                 <C>                 <C>
                                                                          March 31,        December 31,
                                                                           2000                1999
                                                                    ----------------    ----------------
                                                                         (Unaudited)
                                                   ASSETS:

                                           Current Assets:
                                                      Cash                     $559                $589
                                       Interest Receivable                        0                   0
                                          Notes Receivable                        0                   0
                                                                    ----------------    ----------------

                                              TOTAL ASSETS                     $559                $589
                                                                    ================    ================


               LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT):

                                      Current Liabilities:
                                          Accounts Payable                  $64,324             $47,074
                                       Accrued Liabilities                    1,582               1,087
                                             Notes Payable                   16,500              16,500
                                                                    ----------------    ----------------
                                 Total Current Liabilities                   82,406              64,661
                                                                    ----------------    ----------------

                             Stockholders' Equity (Deficit):
               Common Stock, par value $0.001; 100,000,000
            shares authorized; 1,830,250 shares issued and
          outstanding in 1999, and 1,830,250 shares issued
                                  and outstanding in 1998.                    1,830               1,830
                                Additional Paid-in Capital                  503,183             503,183
          Accumulated Deficit during the Development Stage                 (586,860)           (569,085)
                                                                    ----------------    ----------------
                       Total Stockholders' Equity (Deficit)                 (81,847)            (64,072)
                                                                    ----------------    ----------------

         TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                    $559                $589
                                                                    ================    ================

                                                                F-12
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                  BIO-AMERICAN CAPITAL CORPORATION
                                                       STATEMENT OF OPERATIONS
                                                             (Unaudited)

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

                                                                 For the               For the         For the Period
                                                            Three Months          Three Months           May 5, 1992
                                                                   Ended                 Ended         (Inception) to
                                                               March 31,             March 31,             March 31,
                                                                   2000                  1999                  2000
                                                         ----------------    ------------------    ------------------
                                                              (Unaudited)           (Unaudited)           (Unaudited)

                                              REVENUE:                $0                    $0                    $0


                                             EXPENSES:

                                Provision for Bad Debt                 0                     0               453,432
                                          Amortization                 0                     0                   500
                                 Professional Expenses                 0                 6,993                34,813
                                       Management Fees            15,000                15,000                85,000
                                                Travel                30                    38                 2,155
                                       Office Expenses             2,250                 2,250                12,750
                                      Interest Expense               495                     0                 1,582
                                                         ----------------    ------------------    ------------------
                                        TOTAL EXPENSES            17,775                24,281               590,232
                                                         ----------------    ------------------    ------------------

                                          OTHER INCOME                 0                13,502                 3,372
                                                         ----------------    ------------------    ------------------

                                              NET LOSS          $(17,775)             $(10,779)            $(586,860)
                                                         ================    ==================    ==================

                                    NET LOSS PER SHARE            $(0.01)               $(0.01)
                                                         ================    ==================

                   WEIGHTED AVERAGE SHARES OUTSTANDING         1,830,250             1,830,250
                                                         ================    ==================


                                                                F-13
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                  BIO-AMERICAN CAPITAL CORPORATION
                                                       STATEMENT OF CASH FLOWS
                                                             (Unaudited)
<S>                                                            <C>                         <C>                     <C>
                                                                                                                         For the
                                                                          For the                For the                Period
                                                                      Three Months          Three Months              May 5, 1992
                                                                             Ended                 Ended            (Inception) to
                                                                          March 31,             March 31,              March 31,
                                                                      2000                          1999                 2000
                                                                --------------------        ---------------        -----------------
                                                                         (Unaudited)            (Unaudited)             (Unaudited)

                        CASH FLOWS FROM OPERATING ACTIVITIES:

                                                     Net Loss              $(17,775)              $(10,779)               $(586,860)
                Adjustments to reconcile net loss to net cash
                                used in operating activities;
                                                 Amortization                     0                      0                      500
                           Changes in assets and liabilities:
                   Increase (Decrease) in Accounts Payable                   17,250                (11,323)                  64,324
                              Increase in Accrued Liabilities                   495                      0                    1,582
                              Increase in Interest Receivable                     0                (13,502)                       0
                                                                -------------------      ------------------        -----------------
                        Net Cash Used in Operating Activities                   (30)               (35,604)                (520,454)
                                                                --------------------     ------------------        -----------------

                        CASH FLOWS FROM INVESTING ACTIVITIES:

                                          Incorporation Costs                     0                      0                     (500)
                                                                --------------------     ------------------        -----------------
                        Net Cash Used in Investing Activities                     0                      0                     (500)
                                                                --------------------     ------------------        -----------------

                        CASH FLOWS FROM FINANCING ACTIVITIES:

                           Proceeds from Sale of Common Stock                     0                 13,200                  505,013
                                  Proceeds from Notes Payable                     0                      0                   16,500
                                                                --------------------     ------------------        -----------------
                    Net Cash Provided by Financing Activities                     0                 13,200                  521,513
                                                                --------------------     ------------------        -----------------

                           (Decrease) Increase in Cash                          (30)               (22,404)                     559

                                   CASH - BEGINNING OF PERIOD                   589                 29,820                        0
                                                               --------------------      -----------------         -----------------

                                         CASH - END OF PERIOD                  $559                 $7,416                     $559
                                                               ====================      =================         =================

            Supplemental Disclosures  of Cash Flow
               Information  Cash paid  during the year for:

                                                Interest                       $495                     $0                   $1,087
                                                                --------------------    -------------------        -----------------
                                                Income taxes                     $0                     $0                       $0
                                                                --------------------    -------------------        -----------------

                                                                F-14

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                  BIO-AMERICAN CAPITAL CORPORATION
                                       STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                                             (Unaudited)
<S>                                 <C>             <C>             <C>                 <C>            <C>                <C>
                                                                                                              Deficit
                                                                                                           Accumulated
                                                                          Additional          Stock         During the
                                            Common Stocks                    Paid-In     Subscription       Development
                                           Shares        Amount              Capital      Receivable           Stage         Total
                                    -------------   -----------      ---------------    -----------     --------------    ----------

  Balance - May 5, 1992 (Inception)          0            $0                   $0             $0                 $0              $0

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

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

Issuance to Founders for Cash           39,000            39                7,761                                 0           7,800
                     Net Loss                0             0                    0                            (1,285)         (1,285)
                                    -------------   -----------      ---------------   -----------     -------------    ------------

  Balance - December 31, 1993           39,000            39                7,761              0             (1,285)          6,515
                                    -------------   -----------      ---------------    -----------    -------------    ------------

                     Net Loss                0             0                    0                            (2,732)         (2,732)
                                    -------------   -----------      ---------------    -----------    -------------    ------------

  Balance - December 31, 1994           39,000            39                7,761             0              (4,017)          3,783
                                    -------------   -----------      ---------------    -----------    -------------    ------------

                     Net Loss                0             0                    0                            (3,583)         (3,583)
                                    -------------   -----------      ---------------    -----------    -------------    ------------

  Balance - December 31, 1995           39,000            39                 7,761             0             (7,600)            200
                                    -------------   -----------      ---------------    -----------    -------------    ------------

                     Net Loss                0             0                     0                             (185)           (185)
                                    -------------   -----------      ---------------    -----------    -------------    ------------

  Balance - December 31, 1996           39,000            39                 7,761             0             (7,785)             15
                                    --------------  -----------      ---------------    -----------    -------------    ------------

                     Net Loss                0             0                     0                             (185)           (185)
                                    --------------  ------------      --------------    -----------    ------------     ------------

  Balance - December 31, 1997           39,000            39                 7,761             0             (7,970)           (170)
                                    --------------  ------------      --------------    -----------    ------------     ------------

Issuance of Stock for cash  -
 January 5, 1998                       251,250           251                 4,749             0                  0           5,000

Issuance of Stock for cash -
 December 11, 1998                   1,500,000         1,500               477,513             0                  0         479,013

Issuance of stock for
subscription agreement -
   December 31, 1998                    40,000            40                13,160       (13,200)                 0               0
                     Net Loss                0             0                     0             0            (22,968)        (22,968)
                                    --------------  ------------      --------------   -----------     ------------     ------------

  Balance - December 31, 1998        1,830,250         1,830               503,183       (13,200)           (30,938)        460,875
                                    --------------  ------------      --------------   ------------    ------------     ------------

Cash payment for subscription agreement
  - January and February 1999                0             0                     0        13,200                  0          13,200
                     Net Loss                0             0                     0             0           (538,147)       (538,147)
                                    --------------  ------------      --------------    -----------    ------------     ------------
  Balance - December 31, 1999        1,830,250         1,830               503,183             0           (569,085)        (64,072)

                     Net Loss                0             0                     0             0            (17,775)        (17,775)
     Balance - March 31, 2000        1,830,250        $1,830              $503,183            $0          $(586,860)       $(81,847)
                                    ==============  ============      ==============    ===========    ============     ============


                                                                F-15

</TABLE>
<PAGE>
                           BIO-AMERICAN CAPITAL CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 March 31, 2000

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

         ORGANIZATION:

         Bio-American  Capital  Corporation  (a  Development  Stage Company) was
         incorporated  in May 1992 in the state of Nevada to raise capital for a
         business venture.  The Company now acts as a merchant bank to organize,
         capitalize,  acquire and finance technology companies in the electronic
         communications and commerce industry.

         The accompanying  unaudited financial  statements have been prepared in
         accordance with the  instructions to Form 10-QSB and do not include all
         of the information and notes required by generally accepted  accounting
         principles  for  complete  financial  statements.  In  the  opinion  of
         management,  all  material  adjustments,   consisting  of  only  normal
         recurring  adjustments  considered  necessary for a fair  presentation,
         have been included. These statements should be read in conjunction with
         the financial  statements  and notes thereto  included in the Company's
         Form 10-SB.

         The results of  operations  for the three months ended March 31, 2000,
         are not  necessarily  indicative of the results for the reminder of the
         fiscal year ending December 31, 2000.

         NET LOSS PER SHARE:

         Basic and diluted net loss per share information is presented under the
         requirements  of SFAS No. 128,  Earnings per Share.  Basic net loss per
         share is computed by dividing net loss by the weighted  average  number
         of shares of common  stock  outstanding  for the  period;  less  shares
         subject  to  repurchase.  Diluted  net  loss  per  share  reflects  the
         potential   dilution  of   securities  by  adding  other  common  stock
         equivalents,  including  stock  options,  shares subject to repurchase,
         warrants  and  convertible  preferred  stock,  in the  weighted-average
         number of common  shares  outstanding  for a period,  if dilutive.  All
         potentially   dilutive   securities   have  been   excluded   from  the
         computation, as their effect is anti-dilutive.

                                      F-16
<PAGE>

                                INDEX TO EXHIBITS



SK#



3.1     Articles of Incorporation

3.2     Certificate of Amendment

3.3     Bylaws

27.1    Financial Data Schedule





                                       37




                            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 stock

                                   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
consent 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

        Bio-American   Capital   Corporation,    a   Nevada   corporation   (the
"Corporation") does hereby certify that:

1.      The Articles of Incorporation of the Corporation shall be amended by:

The following Article is added to the Articles of Incorporation:

                                   ARTICLE X:

        The  Corporation  hereby  waives and precludes  the  application  of the
anti-takeover provisions of Nevada Revised Statutes 78.378 to 78.3793.


               2. The foregoing  amendment has been duly authorized and approved
by the Board of Directors of the Corporation.

               3. The foregoing  amendment has been duly adopted and approved by
the written consent of the  stockholders  holding no less than a majority of the
Corporation's outstanding stock entitled to vote thereon.

        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


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<ARTICLE>                     5


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<PERIOD-START>                  JAN-01-1999                 JAN-01-2000
<PERIOD-END>                    DEC-31-1999                 MAR-31-2000
<CASH>                          589                         559
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