-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JUZrikewejuwo4fA+OKV7QLrK+Zqj+w2uPYDAczHbH1lZwNho0Mcu8px/g8UGYaE ADyPJTB66KStpJV5GfHV0A== 0000926274-01-500252.txt : 20020410 0000926274-01-500252.hdr.sgml : 20020410 ACCESSION NUMBER: 0000926274-01-500252 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIO MEDICAL AUTOMATION INC CENTRAL INDEX KEY: 0000812152 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 840922701 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-16335 FILM NUMBER: 1787408 BUSINESS ADDRESS: STREET 1: 900 THIRD AVE STREET 2: SUITE 201 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 3033680401 MAIL ADDRESS: STREET 1: 900 THIRD AVE STREET 2: SUITE 201 CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: OZO DIVERSIFIED AUTOMATION INC /CO/ DATE OF NAME CHANGE: 19920703 10QSB 1 bio-901q.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2001. OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to --------------- --------------- Commission file number --- 0-16335 Bio-Medical Automation, Inc. ---------------------------- (Exact name of small business issuer as specified in its charter.) Colorado 84-0922701 ---------------------------- ------------------- (State or other jurisdiction (IRS Employer of incorporation) Identification No.) 10 South Street, Suite 202, Ridgefield, Connecticut 06877 --------------------------------------------------------- (Address of Principal Executive Office) (Zip Code) (203) 894-9755 -------------- (Issuer's telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---------- ----------- As of November 12, 2001 the Registrant had outstanding 803,028 shares of common stock, par value $.10 Transitional Small Business Disclosure Format (check one): Yes No X ---------- ----------- BIO-MEDICAL AUTOMATION, INC. (A Development Stage Company) FORM 10-QSB SEPTEMBER 30, 2001 Table of Contents ----------------- Part I. Financial Information Page Item 1. Financial Statements Balance Sheets as of September 30, 2001 and December 31, 2000 (unaudited) 3 Statements of Operations for the Nine Months Ended September 30, 2001 and 2000 and Cumulative Amounts from January 1, 2000 through September 30, 2001 (unaudited) 4 Statements of Operations for the Three Months Ended September 30, 2001 and 2000 (unaudited) 5 Statements of Cash Flows for the Nine Months Ended September 30, 2001 and 2000 and Cumulative Amounts from January 1, 2000 through September 30, 2001 (unaudited) 6 Notes to Financial Statements 7 Item 2. Management's Plan of Operation 8 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 10 Signatures 10 2 BIO-MEDICAL AUTOMATION, INC. (A Development Stage Company) BALANCE SHEETS
September 30, December 31, 2001 (Unaudited) 2000 CURRENT ASSETS Cash $ 341,991 $ 360,741 ----------- ----------- Total Current Assets 341,991 360,741 ----------- ----------- OTHER ASSETS Note receivable - related 50,000 -- Interest receivable- related 1,512 -- ----------- ----------- 51,512 -- ----------- ----------- $ 393,503 $ 360,741 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $ 2,500 $ 3,599 ----------- ----------- Total Current Liabilities 2,500 3,599 ----------- ----------- STOCKHOLDERS' EQUITY Preferred Stock, $.10 par value; authorized - 1,000,000 shares Issued - none Common Stock, $.10 par value; authorized - 5,000,000 shares Issued and outstanding - 795,528 (2001) and 707,128 shares (2000) 79,553 70,713 Capital in excess of par value 1,442,809 1,353,649 Stock issued for deferred compensation (23,000) (11,000) Accumulated (deficit) (947,820) (947,820) (Deficit) accumulated during the development stage (160,539) (108,400) ----------- ----------- 391,003 357,142 ----------- ----------- $ 393,503 $ 360,741 =========== ===========
See accompanying notes to financial statements. 3 BIO-MEDICAL AUTOMATION, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS (UNAUDITED)
Cumulative Nine Months Ended Amounts from September 30, January 01, 2000 2001 2000 to September 30, 2001 REVENUES $ 6,575 $ 3,760 $ 12,134 --------- --------- --------- Interest income OPERATING EXPENSES General and Administrative 58,714 74,679 153,949 Write-off of patent -- 18,724 18,724 --------- --------- --------- 58,714 93,403 172,673 --------- --------- --------- NET (LOSS) $ (52,139) $ (89,643) $(160,539) ========= ========= ========= NET (LOSS) PER COMMON SHARE Basic and Diluted $ (0.07) $ (0.13) $ (.22) ========= ========= ========= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic and Diluted 767,044 676,906 720,195 ========= ========= =========
See accompanying notes to financial statements. 4 BIO-MEDICAL AUTOMATION, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended September 30, 2001 2000 REVENUES $ 2,341 $ 905 --------- --------- Interest Income OPERATING EXPENSES General and Administrative 14,079 23,542 --------- --------- NET (LOSS) $ (11,738) $ (22,637) ========= ========= NET (LOSS) PER COMMON SHARE Basic and Diluted $ (0.01) $ (0.03) ========= ========= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Basic and Diluted 795,528 707,128 ========= =========
See accompanying notes to financial statements. 5 BIO-MEDICAL AUTOMATION, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS (UNAUDITED)
Cumulative Nine Months Ended Amounts from September 30, January 01, 2000 to 2001 2000 September 30, 2001 CASH FLOWS FROM OPERATING ACTIVITES Net (loss) $ (52,139) $ (89,643) $(160,539) Adjustment to reconcile net (loss) to net cash (used) by operating activities Stock issuance for salary 36,000 25,000 73,000 Write-off of patent -- 18,724 18,724 Changes in assets and liabilities (Increase) in interest receivable (1,512) -- (1,512) (Decrease) increase in accounts payable and accrued expenses (1,099) (13,857) (12,894) --------- --------- --------- Net Cash (Used) by Operating Activities (18,750) (59,776) (83,221) --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Net Cash (Used) in Investing Activities -- -- -- --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Net Cash (Used) by Financing Activities -- -- -- --------- --------- --------- NET (DECREASE) IN CASH (18,750) (59,776) (83,221) CASH, BEGINNING OF PERIODS 360,741 425,212 425,212 --------- --------- --------- CASH, END OF PERIODS $ 341,991 $ 365,436 $ 341,991 ========= ========= =========
See accompanying notes to financial statements. 6 BIO-MEDICAL AUTOMATION, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 30, 2001 The unaudited financial statements included herein were prepared from the records of the Company in accordance with Generally Accepted Accounting Principles and reflect all adjustments which are, in the opinion of management, necessary to provide a fair statement of the results of operations and financial position for the interim periods. Such financial statements generally conform to the presentation reflected in the Company's Form 10-KSB filed with the Securities and Exchange Commission for the year ended December 31, 2000. The current interim period reported herein should be read in conjunction with the Company's Form 10-KSB subject to independent audit at the end of the year. The results of operations for the nine months ended September 30, 2001 are not necessarily indicative of the results that may be expected for the year ending December 31, 2001. NOTE 1. COMMON STOCK In March 2001, the Company issued 38,400 shares of common stock (valued at $ 1.25 per share) to its President for services to be rendered to the Company for the period of March 25, 2001 through March 24, 2002. Compensation expense to the Company is recorded as the shares are earned. Unearned shares are shown in the accompanying financial statement as stock issued for deferred compensation. Additionally, the company loaned the president $50,000 at 6.0%, due March 30, 2003 to exercise warrants to purchase 50,000 shares of the Company's common stock at $1.00 per share. 7 Item 2. Management's Plan of Operation The following discussion and analysis provides information which the Company's management believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report, as well as the information contained in the Company's Form 10-KSB for the year ended December 31, 2000, which is incorporated herein by reference. Disclosure Regarding Forward Looking Statements - ----------------------------------------------- Except for historical information contained herein, the statements in this report are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements when you see words such as "expect," "anticipate," "estimate," "may," "believe," and other similar expressions. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Actual results could differ materially from those projected in the forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company's actual results in future periods to differ materially, from forecasted results. These and other risks are described elsewhere herein and in the Company's other filings with the Securities and Exchange Commission, namely the Company's Form 10-KSB for the year ended December 31, 2000. Bio-Medical Automation, Inc. was incorporated as a Colorado corporation on October 13, 1983 under the name OZO Diversified Automation, Inc. On March 9, 1999, the Company completed the sale of substantially all of its assets to JOT Automation, Inc. (the "JOT Transaction"). In connection with the JOT Transaction the Company changed its name to Bio-Medical Automation, Inc. ("BMA" or the "Company"). Following the JOT Transaction the Company devoted its efforts to the development of a prototype micro-robotic device (the "micro-robotic device") to manipulate organic tissues on an extremely small scale. Due to the inability to complete the micro-robotic device, the Company has determined that it will no longer pursue the sale or development of its micro-robotic device and, as of June 30, 2000, the capitalized costs related to the patent underlying the micro-robotic have been written off by the Company. The Company has never derived any revenues from the micro-robotic device and the Company does not expect that it will ever derive any revenues from this technology. Currently, the Company has suspended all operations, except for necessary administrative matters relating to the timely filing of periodic reports as required by the Securities Exchange Act of 1934. Accordingly, during the nine months ended September 30, 2001 and the year ended December 31, 2000, the Company has earned no revenues from operations. The Company's plan of operation is to seek to arrange for a merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity. The Company has not identified a viable operating entity for a merger, acquisition, business combination or other arrangement, and there can be no assurance that the Company will ever successfully arrange for a merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity. 8 The Company anticipates that the selection of a business opportunity will be a complex process and will involve a number of risks, because potentially available business opportunities may occur in many different industries and may be in various stages of development. Due in part to depressed economic conditions in a number of geographic areas, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous companies seeking either the limited additional capital which the Company will have or the benefits of a publicly traded corporation, or both. The perceived benefits of a publicly traded corporation may include facilitating or improving the terms upon which additional equity financing may be sought, providing liquidity for principle shareholders, creating a means for providing incentive stock options or similar benefits to key employees, providing liquidity for all shareholders and other factors. In some cases, management of the Company will have the authority to effect acquisitions without submitting the proposal to the shareholders for their consideration. In some instances, however, the proposed participation in a business opportunity may be submitted to the shareholders for their consideration, either voluntarily by the Board of Directors to seek the shareholders' advice and consent, or because of a requirement of state law to do so. In seeking to arrange a merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity, management's objective will be to obtain long-term capital appreciation for the Company's shareholders. However, there can be no assurance that the Company will be able to complete any merger, acquisition, business combination or other arrangement by and between the Company and a viable operating entity. The Company may need additional funds in order to complete a merger, acquisition or other arrangement by and between the Company and a viable operating entity, although there can be no assurance that the Company will be able to obtain such additional funds, if needed. Even if the Company is able to obtain additional funds there can be no assurance that the Company will be able to complete a merger, acquisition or other arrangement by and between the Company and a viable operating entity. Results of Operations - --------------------- For the three months ended September 30, 2001, the Company has not earned any revenues, except for interest income of $2,341. For the same period the Company incurred general and administrative expenses of $14,079 resulting in a net loss from operations equal to $11,738. General and administrative expenditures have been directed to maintaining the Company's status as a public company, including (without limitation) filing reports with the Securities and Exchange Commission and seeking a merger, acquisition or other arrangement by and between the Company and a viable operating entity. For the nine months ended September 30, 2001 and September 30, 2000 the Company earned interest income in the amount of $6,575 and $3,760, respectively and incurred expenses of $58,714 and $93,403, respectively. Accordingly, for the nine months ended September 30, 2001 and September 30, 2000 the Company incurred a net loss of $52,139 and $89,643, respectively. 9 Liquidity and Capital Resources - ------------------------------- During the three months ended September 30, 2001, the Company satisfied its working capital needs from cash on hand at the beginning of the quarter and cash generated from interest income during the quarter. As of September 30, 2001, the Company had on hand cash in the amount of $341,991. Management believes that the Company's future financial condition will be subject to its ability to arrange for a merger, acquisition or a business combination with an operating business on favorable terms that will result in profitability. There can be no assurance that the Company will be able to do so or, if it is able to do so, that the transaction will be on favorable terms not resulting in an unreasonable amount of dilution to the Company's existing shareholders. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K a) Exhibits None. b) The Company did not file any current reports on Form 8-K during the quarter ended September 30, 2001. SIGNATURES Pursuant to the requirements 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: November 13, 2001 BIO-MEDICAL AUTOMATION, INC. By: /s/ Steven N. Bronson ------------------------------------ Steven N. Bronson, President (Principle Executive Officer, as Registrant's duly authorized officer) 10 -----END PRIVACY-ENHANCED MESSAGE-----