EXHIBIT 23.1

                           MICHAEL JOHNSON & CO., LLC
                            9175 EAST KENYON AVENUE
                                   SUITE 100
                            DENVER, COLORADO 80237
                                (303) 796-0099



 U.S. Securities and Exchange Commission
 Division of Corporations Finance
 450 Fifth Street, N.W.
 Washington, DC  20549

                         CONSENT OF INDEPENDENT AUDITOR

         As  independent  certified  accountants,   we  hereby  consent  to  the
 incorporation by  reference in this  Registration  Statement on Form S-8 of our
 report dated  February  17, 2004 in  Bio-American  Capital  Corporation's  Form
 10-KSB, for the  fiscal  years  ended  December  31,  2003  and 2002 and to all
 references to our firm included in this Registration Statement.


 /s/ Michael Johnson & Co., LLC
 ------------------------------
 MICHAEL JOHNSON & CO., LLC
 Denver, Colorado


 February 24, 2004