10QSB 1 bio-302q.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 March 31, 2002. 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 Bio-Medical Automation, Inc. ---------------------------- (Exact name of small business issuer as specified in its charter.) Colorado 0-16335 84-0922701 -------- ------- ---------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 10 South Street, Ste. 202, Ridgefield, CT 06877 (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 May 17, 2002 the Registrant had outstanding 813,028 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 MARCH 31, 2002 Page PART I - FINANCIAL INFORMATION 3 Item 1. Financial Statements 3 Balance Sheets as of December 31, 2001 and March 31, 2002 (unaudited) 3 Statements of Operations for the Three Months Ended March 31, 2001 and 2002, Cumulative Amounts from January 1, 2000 through March 31, 2002 (unaudited) 4 Statements of Cash Flows for the Three Months Ended March 31, 2001 and 2002, Cumulative Amounts from January 1, 2000 through March 31, 2002 (unaudited) 5 Notes to Financial Statements 6 Item 2. Management's Plan Of Operations 7 PART II - OTHER INFORMATION 9 Item 5. Other Information 9 Item 6. Exhibits & Reports on Form 8-K 9 SIGNATURES 9 PART I - FINANCIAL INFORMATION Item 1. Financial Statements. BIO-MEDICAL AUTOMATION, INC. (A Development Stage Company) BALANCE SHEETS
December 31, March 31, 2002 2001 (Unaudited) ASSETS CURRENT ASSETS Cash $ 341,611 $ 335,440 Interest receivable - officer 2,262 3,012 ----------- ----------- Total Current Assets 343,873 338,452 ----------- ----------- $ 343,873 $ 338,452 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $ 7,679 $ 12,289 ----------- ----------- Total Current Liabilities 7,679 12,289 ----------- ----------- 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 - 813,028 shares 81,303 81,303 Capital in excess of par value 1,464,884 1,464,884 Note receivable - officer (50,000) (50,000) Stock issued for deferred compensation (11,000) -- Accumulated (deficit) (947,820) (947,820) (Deficit) accumulated during the development stage (201,173) (222,204) ----------- ----------- 336,194 326,163 ----------- ----------- $ 343,873 $ 338,452 =========== ===========
See accompanying notes to financial statements. 3 BIO-MEDICAL AUTOMATION, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS Cumulative Three Months Ended Amounts from March 31, January 01, 2000 to 2001 2002 March 31, 2002 REVENUES Interest income $ 1,750 $ 1,579 $ 15,473 --------- --------- --------- OPERATING EXPENSES General and Administrative 24,030 22,610 218,953 Patent write-off -- -- 18,724 --------- --------- --------- 24,030 22,610 237,677 --------- --------- --------- NET (LOSS) $ (22,280) $ (21,031) $(222,204) ========= ========= ========= NET (LOSS) PER COMMON SHARE Basic and Diluted $ (0.03) $ (0.03) $ (.30) ========= ========= ========= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic and Diluted 707,783 813,023 740,372 ========= ========= ========= See accompanying notes to financial statements. 4 BIO-MEDICAL AUTOMATION, INC. (A Development Stage Company) STATEMENTS OF CASH FLOWS
Cumulative Three Months Ended Amounts from March 31, January 01, 2000 to 2001 2002 March 31, 2002 CASH FLOWS FROM OPERATING ACTIVITES Net income (loss) $ (22,280) $ (21,031) $(222,204) Adjustment to reconcile net income (loss) to net cash provided (used) by operating activities Stock issuance for salary 12,000 11,000 96,000 Stock issued for professional services -- -- 18,200 Write-off of patent -- -- 18,724 Changes in assets and liabilities (Increase) in interest receivable -- (750) (3,012) Increase (decrease) in accounts payable and accrued expenses 6,077 4,610 (3,105) --------- --------- --------- Net Cash (Used) by Operating Activities (4,203) (6,171) (95,397) --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Net Cash (Used) in Investing Activities -- -- -- --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Exercise of common stock warrants -- -- 5,625 --------- --------- --------- Net Cash Provided by Financing Activities -- -- 5,625 --------- --------- --------- NET INCREASE (DECREASE) IN CASH (4,203) (6,171) (89,772) CASH, BEGINNING OF PERIODS 360,741 341,611 425,212 --------- --------- --------- CASH, END OF PERIODS $ 356,538 $ 335,440 $ 335,440 ========= ========= =========
See accompanying notes to financial statements. 5 BIO-MEDICAL AUTOMATION, INC. (A Development Stage Company) NOTES TO FINANCIAL STATEMENTS THREE MONTHS ENDED MARCH 31, 2002 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, 2001. 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 three months ended March 31, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002. NOTE 1. COMMON STOCK In 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 2001 financial statement as stock issued for deferred compensation. NOTE 2. NOTE RECEIVABLE - OFFICER In 2001, 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. 6 Item 2. Management Discussion and Analysis and Plan of Operations 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 Company's Form 10-KSB for the year ended December 31, 2001. Bio-Medical Automation, Inc. was incorporated as a Colorado corporation on October 13, 1983 under the name OZO Diversified Automation, Inc. In March 1999, in connection with the sale of substantially all of the Company's assets the Company changed its name to Bio-Medical Automation, Inc. ("BMA" or the "Company"). 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 three months ended March 31, 2002 and the year ended December 31, 2001, the Company has earned no revenues from operations. The Company's management is seeking 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. 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 firms 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. 7 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. 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 effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity, although there is 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 is no assurance that the Company will be able to effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity. Results of Operations --------------------- For the three months ended March 31, 2002, the Company has not earned any revenues, except for interest income of $1,579. For the same period the Company incurred general and administrative expenses of $22,610 resulting in a net loss from operations equal to $21,031. General and administrative expenditures were and have been directed to maintaining the Company's status as a public company, including (without limitation) filing reports with the Securities and Exchange Commission. Liquidity and Capital Resources ------------------------------- During three months ended March 31, 2002, 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 March 31, 2002, the Company had on hand cash in the amount of $335,440. 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. The Company may need additional funds in order to effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity, although there is 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 is no assurance that the Company will be able to effectuate a merger, acquisition or other arrangement by and between the Company and a viable operating entity. 8 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, 2001. PART II - OTHER INFORMATION Item 5. Other Information On March 26, 2002, the Board of Directors of the Company extended Steven N. Bronson's Employment Agreement to serve as the President of the Company for the period March 25, 2002 through March 24, 2003. The terms of such Employment Agreement include the following: Name Title Salary/Year Term ----------------------------------------------------------------- Steven N. Bronson CEO & President $48,000 1 year 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 March 31, 2002. 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: May 20, 2002 BIO-MEDICAL AUTOMATION, INC. By: /s/ Steven N. Bronson ------------------------------------ Steven N. Bronson, President (Principle Executive Officer), as Registrant's duly authorized officer 9