BIO-AMERICAN CAPITAL CORPORATION
498 ELLIS STREET, 2ND FLOOR
PENTICTON, BRITISH COLUMBIA, CANADA V2A 4M2

INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND SEC RULE 14F-1

NOTICE OF CHANGE IN THE COMPOSITION
OF THE BOARD OF DIRECTORS AND
CHANGE OF CONTROL

DECEMBER 29, 2003

This Information Statement is being furnished to holders of record of the
common stock, par value $.001 per share, of Bio-American Capital Corporation, a
Nevada corporation, in accordance with the requirements of Section 14(f) of the
Securities Exchange Act of 1934, as amended, and Rule 14f-1 promulgated under
the Exchange Act.

No vote or other action by our stockholders is required in response to this
Information Statement. Proxies are not being solicited.

INTRODUCTION

We anticipate that, following the expiration of the ten-day period
beginning on the later of the date of the filing of this Information Statement
with the SEC pursuant to Rule 14f-1 or the date of mailing of this Information
Statement to our stockholders, the transactions contemplated by the stock
purchase agreement discussed below under "Change of Control" will be completed.
At that time:

o Mr. Ted Kozub will have acquired 2,100,000 shares of the common stock
of the company, representing 53% of the issued and outstanding shares
of common stock.

o The current members of our board of directors will have resigned and
Mr. Kozub will have been appointed as the new sole director and as the
president, secretary and treasurer of the company.

Because of the change in the composition of our board of directors and the
transfer of securities, there will be a change in control of our company on the
date the transactions are completed.

As of December 15, 2003, we had issued and outstanding 3,930,250 shares of
common stock, our only class of voting securities that would be entitled to vote
for directors at a stockholders meeting if one were to be held. Each share of
common stock is entitled to one vote.

Please read this Information Statement carefully. It describes the terms of
the purchase agreement and contains certain biographical and other information
concerning our executive officers and directors after completion of the
transactions under the purchase agreement.

CHANGE OF CONTROL

On December 15, 2003, Mr. Ted Kozub acquired 2,100,000 shares of our common
stock in a private transaction from a former shareholder of the company. As part
of the agreement of purchase, the former officers and directors resigned and
appointed Mr. Kozub to the positions of sole director and president, secretary
and treasurer.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number of shares of common stock
beneficially owned as of December 15, 2003 by (i) those persons or groups known
to beneficially own more than 5% of our common stock prior to the closing of the
purchase agreement, (ii) those persons or groups known to beneficially own more
than 5% of our common stock on and after the closing of the purchase agreement,
(iii) each current director and each person that will become a director upon the
closing of the purchase agreement, (iv) our chief executive officer and each
executive officer whose compensation exceeded $100,000 in the fiscal year ended
December 31, 2002, (v) all current directors and executive officers as a group
and (vi) all directors and executive officers on and after the closing of the
purchase agreement as a group. The information is determined in accordance with
Rule 13d-3 promulgated under the Exchange Act. Except as indicated below, the
stockholders listed possess sole voting and investment power with respect to
their shares. The business address of Mr. Leonard Viejo, 462 Stevens Avenue, 308
Solana Beach, California 92075, and the business address of Mr. Kozub is 498
Ellis Street, 2nd Floor, Penticton, British Columbia V2A 4M2.

Before Closing of Purchase After Closing of
Agreement(1) Purchase Agreement(2)
--------------------------- -------------------------
Amount and Amount and
Nature of Nature of
Beneficial Percent Beneficial Percent
Name and Address of Beneficial Owner Ownership of Class Ownership of Class
- ------------------------------------ --------- -------- --------- --------

Leonard Viejo 2,100,000 53.0% -0- --
Ted Kozub -0- -- 2,100,000 53.0%
All executive officers and directors as a group 2,100,000 53.0% 2,100,000 53.0%
(one person prior to and one person on and
after consummation of the stock purchase agreement)
- ---------------------

* Less than 1%.

EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES

Effective upon the completion of the transaction under the stock purchase
agreement following the expiration of the ten-day period beginning on the later
of the date of the filing of this Information Statement with the SEC pursuant to
Rule 14f-1 or the date of mailing of this Information Statement to our
stockholders, our board of directors will be reconstituted and fixed at four
directors. On that date Mr. Viejo resigned as director and Mr. Kozub was
appointed as director and shall constitute the entire board of directors
immediately following the closing of the transactions contemplated by the
reorganization agreement. The following tables set forth information regarding
our former executive officers, directors and key employees and our proposed
executive officers and directors after completing the transaction under the
purchase agreement. If any proposed director listed in the table below should
become unavailable for any reason, which we do not anticipate, the directors
will vote for any substitute nominee or nominees who may be designated by Mr.
Kozub prior to the date the new directors take office.

Each member of our board of directors serves a term of one year or from the
date of election until the end of the designated term and until the successor is
elected and qualified.

Current Executive Officers, Directors and Key Employees

Name Age Position
- ---- --- --------
Leonard Viejo....... 53 Sole Director, President, Secretary and Treasurer

Leonard Viejo, director and president as of November 25, 1998, age 53, is
president of ASTRUM Utility Services, LLC ("ASTRUM") (1997-present) and vice
president in the investment banking firm of Kinsell, Newcomb & DeDios, Inc.
("Kinsell") (1994-present). ASTRUM develops strategic business approaches for
municipal utility analysis, formation, development, implementation and
operation. Mr. Viejo also leads the utility financing and acquisition practice
for Kinsell. The firm has designed and marketed, as a lead and a participating
underwriter, over $4 billion in financings. Prior to joining Kinsell, Mr. Viejo
was a financial executive reporting to the Chairman/CEO and served on the
executive council of Sempra Energy, an energy management company. Sempra
Energy's revenues in 2002 were $6 billion. During his tenure in the industry, he
has structured innovative and cost effective financing transactions; and
successfully negotiated strategic business alliances. Prior to joining the
utility profession, Mr. Viejo earned his CPA and worked as a manager with Ernst
& Young. He granted with honors from the University of Pennsylvania, Wharton
School of Finance and Commerce and Northwestern University, Kellogg Graduate
School of Management.

Executive Officers and Directors After the Closing of the Stock Purchase

Name Age Position
- ---- --- --------

Ted Kozub............ 65 Sole Director, President, Treasurer and Secretary

Ted Kozub is the president, treasurer, secretary and sole director of the
company. Mr. Kozub was a tax partner with KPMG, in Canada for more than five
years ending in 2003 upon his retirement. Mr. Kozub also held senior positions
with Reverine Canada Taxation, and Mr. Kozub was appointed to the special task
force for reform of Canadian tax law. Mr. Kozub was the president of Canadian
Petroleum Tax Society, Tax Manager with Hudson's Bay Oil and Gas, located in
Calgary, Alberta, and a subsidiary of Conoco.

Board of Directors' Meetings and Committees

During the fiscal years ending December 31, 2001 and 2002, our board of
directors acted by unanimous consent on several occasions. Our entire board
participated in each action. We do not have standing nominating, audit or
compensation committees.

Officer and Director Compensation

Our officers and directors currently are not compensated for serving as
officers or members of our board of directors.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our officers, directors and persons who beneficially own more than 10% of our
common stock to file reports of ownership and changes in ownership with the SEC.
These reporting persons are also required to furnish us with copies of all
Section 16(a) forms they file. To our knowledge, for the fiscal year ended
December 31, 2002, no person who is an officer, director or beneficial owner of
more than 10% of our common stock or any other person subject to Section 16 of
the Exchange Act failed to file on a timely basis, reports required by Section
16(a) of the Exchange Act.

EXECUTIVE COMPENSATION

We have not paid any cash compensation or other benefits to our executive
officers since our inception.

Bio-American Capital Corporation
Dated: December 29, 2003