-----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, I/OS2xq2SG4La4wjI72n3YDrbZBPxakOj1Rpb9HbTfKr+ywbahcW7cuLxkkMgdsf t7QOmGhacNTrE79iTIqpvg== 0000926274-02-000397.txt : 20021113 0000926274-02-000397.hdr.sgml : 20021113 20021113163551 ACCESSION NUMBER: 0000926274-02-000397 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021113 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: 02820458 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-902q.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, 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, Suite. 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 November 11, 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 SEPTEMBER 30, 2002 Page Part I - Financial Information Item 1. Financial Statements Balance Sheets as of December 31, 2001 and September 30, 2002 (unaudited) 3 Statements of Operations for the Nine Months Ended September 30, 2001 and 2002 and Cumulative Amounts from January 1, 2000 through September 30, 2002 (unaudited) 4 Statements of Operations for the Three Months Ended September 30, 2001 and 2002 (unaudited) 5 Statements of Cash Flows for the Nine Months Ended September 30, 2001 and 2002 and Cumulative Amounts from January 1, 2000 through September 30, 2002 (unaudited) 6 Notes to Financial Statements 7 Item 2. Management Discussion and Analysis and Plan of Operations 8 Part II - Other Information 10 Item 5. Other Information 10 Item 6. Exhibits & Reports on Form 8-K 11 Signatures 11 Part I - Financial Information Item 1. Financial Statements BIO-MEDICAL AUTOMATION, INC. (A Development Stage Company) BALANCE SHEETS
December 31, September 30, 2001 2002 (Unaudited) ASSETS CURRENT ASSETS Cash $ 341,611 $ 323,519 Interest receivable - officer 4,512 ----------- ----------- 2,262 Total Current Assets 343,873 328,031 ----------- ----------- $ 343,873 $ 328,031 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $ 7,679 $ 34,369 ----------- ----------- Total Current Liabilities 7,679 34,369 ----------- ----------- 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 1,595,509 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) (385,330) ----------- ----------- 336,194 293,662 ----------- ----------- $ 343,873 $ 328,031 =========== ===========
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 January 01, September 30, 2000 to 2001 2002 September 30, 2002 REVENUES Interest income $ 6,575 $ 5,701 $ 19,595 --------- --------- --------- OPERATING EXPENSES General and Administrative 58,714 59,232 255,576 Compensation expense - stock options -- 130,625 130,625 Write-off of patent -- -- 18,724 --------- --------- --------- 58,714 189,857 404,925 --------- --------- --------- NET (LOSS) $ (52,139) $(184,156) $(385,330) ========= ========= ========= NET (LOSS) PER COMMON SHARE Basic and Diluted $ (0.07) $ (.23) $ (.46) ========= ========= ========= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic and Diluted 767,044 813,028 829,736 ========= ========= =========
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 2002 REVENUES Interest Income $ 2,341 $ 2,243 --------- --------- OPERATING EXPENSES General and administrative 14,079 21,621 --------- --------- NET (LOSS) $ (11,738) $ (19,378) ========= ========= NET (LOSS) PER COMMON SHARE Basic and Diluted $ (0.01) $ (0.02) ========= ========= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Basic and Diluted 795,528 813,028 ========= ========= 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 January 01, September 30, 2000 to 2001 2002 September 30, 2002 CASH FLOWS FROM OPERATING ACTIVITES Net (loss) $ (52,139) $(184,156) $(385,330) Adjustment to reconcile net (loss) to net cash (used) by operating activities Stock issuance for salary 36,000 11,000 96,000 Stock options -- 130,625 130,625 Stock issued for professional services -- -- 18,200 Write-off of patent -- -- 18,724 Changes in assets and liabilities (Increase) in interest receivable (1,512) (2,250) (4,512) Increase (decrease) in accounts payable and accrued expenses (1,099) 18,976 --------- --------- --------- 26,689 Net Cash (Used) by Operating Activities (18,750) (18,092) (107,317) --------- --------- --------- 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 (DECREASE) IN CASH (18,750) (18,092) (101,692) CASH, BEGINNING OF PERIODS 360,741 341,611 425,211 --------- --------- --------- CASH, END OF PERIODS $ 341,991 $ 323,519 $ 323,519 ========= ========= =========
See accompanying notes to financial statements. 6 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 nine months ended September 30, 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. NOTE 3. ACCOUNTS PAYABLE Accounts payable at September 30, 2002 includes $24,789 due to the Company's President for salary pursuant to his employment agreement. NOTE 4. STOCK OPTIONS On June 21, 2002, the Board of Directors approved the extension of the exercise period applicable to 95,000 stock options owned by the President of the Company. The options were extended to June 24, 2003, at the original exercise price of $1.125 per share. The Company charged to operations $130,625 as compensation expense in conjunction with the extension. 7 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 Annual Report on 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 September 30, 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 principal 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. 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. 8 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. The Company Receives a U.S. Patent - ---------------------------------- Following the sale of substantially all of the Company's assets in 1999, 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 for microdissection. The Company filed a patent application in February 1998, to protect certain features of the system and method of the micro-robotic device. However, due to the inability of the Company to complete the micro-robotic device, the Company determined that it would cease development of the micro-robotic device and, as of June 30, 2000, the capitalized costs related to the patent underlying the micro-robotic device have been written off by the Company. On March 19, 2002, the Company was awarded United States Patent No. US 6,358,749 B1 for the "Automated System for Chromosome Microdissection and Medthod of Using Same" (the "Patent"). The Patent covers an automated system and method for microdissection of a sample such as chromosomes or other biological material, and in particular, it relates to a robotic assisted microdissection system and method that significantly reduces the time and skill needed for cellular and sub-cellular dissections. Microdissection is defined as dissection under the microscope; specifically: dissection of cells and tissues by means of fine needles that are precisely manipulated by levers. The system and method covered by the Patent attempts to provide reliability and ease of operation thereby making microdissection widely available to laboratories. While the Company has never derived any revenues from the micro-robotic device, the Company plans to attempt to license or sell the technology covered by the Patent. There can be no assurances that the Company will be able to successfully market the technology covered by the Patent or that the Company will ever derive any revenues from the Patent or the technology covered by the Patent. Results of Operations - --------------------- For the three month periods ended September 2002 and 2001, the Company has not earned any revenues, except for interest income of $2,243 and $2,341, respectively. For the same three month periods the Company incurred expenses of $21,621 and 14,079, respectively. For the three month periods ended September 2002 and 2001, the Company sustained a net loss equal to $19,378 and 11,738, respectively. For the nine month periods ended September 2002 and 2001, the Company has not earned any revenues, except for interest income of $5,701 and $6,575, respectively. For the same nine month periods the Company incurred expenses of $189,857 and $58,714, respectively. For the nine month periods ended September 2002 and 2001, the Company sustained a net loss equal to $184,156 and $52,139, respectively. For the nine month period ended September 30, 2002 expenses increased by $131,143 as compared to the nine month period ended September 30, 2001, primarily due to the extension of the exercise period of certain stock options held by the president of the Company. Excluding the extension of the exercise period of certain stock options, expenditures of the Company 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. 9 Liquidity and Capital Resources - ------------------------------- During three months ended September 30, 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 September 30, 2002, the Company had on hand cash in the amount of $323,519. 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. 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 Disclosure Controls and Procedures Required Under the Sarbanes-Oxley Act of 2002 Within 90 days prior to the date of this quarterly report on Form 10-Q for the third quarter ended September 30, 2002, the Company's President , acting as its principal executive officer and principal financial officer, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934. Based upon that evaluation, the President concluded that the Company's disclosure controls and procedures are effective in timely alerting him to material information relating to the Company required to be included in the Company's periodic SEC filings. There were no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the President's most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. 10 Item 6. Exhibits and Reports on Form 8-K a) Exhibits 99.1 Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 By Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings b) The Company did not file any current reports on Form 8-K during the quarter ended September 30, 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: November 13, 2002 BIO-MEDICAL AUTOMATION, INC. By: /s/ Steven N. Bronson ------------------------------------ Steven N. Bronson, President (Principle Executive Officer), as Registrant's duly authorized officer 11 EX-99.1 3 ex99-1.txt Exhibit 99.1 Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 By The Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, Steven N. Bronson, certify that: 1. I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2002; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to me by others, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the registrant's board of directors: a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 13, 2002. /s/ Steven N. Bronson ------------------------------ Steven N. Bronson, President -----END PRIVACY-ENHANCED MESSAGE-----