<PAGE>
FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
(Mark One)
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1999
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________ to ________
Commission File No. 0-16335
BIO-MEDICAL AUTOMATION, INC.
7450 East Jewell Avenue, Suite A
Denver, Colorado 80231
Telephone (303)-368-0401
COLORADO 84-0922701
- ------------------------ ------------------------------------
(State of Incorporation) (IRS Employer Identification Number)
Indicate by check mark whether the Issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
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 June 30, 1999, Registrant had 643,128 shares of its $0.10 par value
common stock outstanding.
1
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PART I - FINANCIAL INFORMATION
Bio-Medical Automation, Inc.
(formerly OZO Diversified Automation, Inc.)
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
JUNE 30, 1999 DECEMBER 31, 1998
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(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $490,592 $8,150
Notes receivable, net 8,150 ----
Net assets of discontinued operations ---- 116,901
------------ ------------
Total Current Assets 498,742 125,051
------------ ------------
PATENT COSTS 16,243 12,534
------------ ------------
TOTAL ASSETS $514,985 $137,585
------------ ------------
------------ ------------
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
JUNE 30, 1999 DECEMBER 31, 1998
------------- -----------------
(Unaudited)
CURRENT LIABILITIES
Accounts payable and accrued expenses $32,178 $11,586
Current portion of long-term debt ---- 130,000
Note payable - related parties ---- 89,830
------------ ------------
Total Current Liabilities $32,178 231,416
------------ ------------
SHAREHOLDERS' EQUITY (DEFICIENCY)
Preferred stock $0.10 par value,
Authorized 1,000,000 shares, Issued - none
Common stock, $0.10 par value,
Authorized 5,000,000 shares,
Issued and outstanding - 643,128 (1999), 643,160 64,313 64,316
(1998)
Capital in excess of par value 1,312,049 1,312,110
Accumulated deficit (893,555) (1,470,257)
------------ ------------
Total Shareholders' Equity (Deficiency) 482,807 (93,831)
------------ ------------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $514,985 $137,585
------------ ------------
------------ ------------
</TABLE>
See accompanying notes to the financial statements
2
<PAGE>
Bio-Medical Automation, Inc.
(formerly OZO Diversified Automation, Inc.)
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended June 30,
-----------------------------
1999 1998
----------- ----------
<S> <C> <C>
Revenue $-------- $--------
----------- ----------
Operating Expenses:
General & Administrative 68,562 31,000
Research & Development ---- 5,149
Interest ---- 2,600
----------- ----------
(LOSS) FROM CONTINUING OPERATIONS (68,562) (38,749)
----------- ----------
DISCONTINUED OPERATIONS
Loss from discontinued operations ---- (35,531)
----------- ----------
NET LOSS ($68,562) ($74,280)
----------- ----------
----------- ----------
INCOME (LOSS) PER COMMON SHARE - BASIC
Continuing operations ($0.11) ($0.08)
Discontinued operations $---- ($0.07)
----------- ----------
NET INCOME (LOSS) PER COMMON SHARE ($0.11) ($0.15)
----------- ----------
----------- ----------
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - BASIC 643,128 481,497
----------- ----------
----------- ----------
</TABLE>
See accompanying notes to the financial statements
3
<PAGE>
Bio-Medical Automation, Inc.
(formerly OZO Diversified Automation, Inc.)
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-----------------------------
1999 1998
----------- ----------
<S> <C> <C>
Revenue $-------- $--------
----------- ----------
Operating Expenses:
General & Administrative 101,035 46,175
Research & Development 2,302 10,298
Interest 4,420 4,202
----------- ----------
(LOSS) FROM CONTINUING OPERATIONS (107,757) (60,675)
----------- ----------
DISCONTINUED OPERATIONS
Income from discontinued operations 684,459 16,733
----------- ----------
INCOME (LOSS) BEFORE TAXES 576,702 (43,942)
INCOME TAX EXPENSE 225,000 ----
TAX BENEFIT OF NET OPERATING
LOSS CARRYFORWARDS (225,000) ----
----------- ----------
NET INCOME (LOSS) $576,702 ($43,942)
----------- ----------
----------- ----------
INCOME (LOSS) PER COMMON SHARE - BASIC
Continuing operations ($0.19) ($0.13)
Discontinued operations $1.09 $0.04
----------- ----------
NET INCOME (LOSS) PER COMMON SHARE $0.90 ($0.09)
----------- ----------
----------- ----------
INCOME (LOSS) PER COMMON SHARE - DILUTED
Continuing operations ($0.17)
Discontinued operations $1.06
-----------
NET INCOME (LOSS) PER COMMON SHARE $0.89
-----------
-----------
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - BASIC 643,128 478,164
----------- ----------
----------- ----------
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING -- DILUTED 650,628
-----------
-----------
</TABLE>
See accompanying notes to the financial statements
4
<PAGE>
Bio-Medical Automation, Inc.
(formerly OZO Diversified Automation, Inc.)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
----------------------------
1999 1998
---------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net Income (Loss) $576,702 $43,942
Adjustments to reconcile net income (loss)to net cash
Used in operating activities:
Decrease (increase) in assets:
(Increase) in accounts receivable (8,150) -----
Increase in accounts payable and accrued
Expenses 20,594 -----
Discontinued Operations:
Operating cash (used) provided 116,103 (34,575)
Depreciation & amortization 7,929 23,770
---------- ---------
Net cash provided (used) by operating activities 713,178 (54,747)
---------- ---------
Cash flows from investing activities:
Payments for patent costs (3,709) -----
---------- ---------
Net cash (used) by investing activities (3,709) -----
---------- ---------
Cash flows from financing activities:
Proceeds from officer loan 40,000 165,000
Payments on officer loan (54,830) (87,113)
Proceeds from issuance of common stock ---- 5,500
Payments on common stock retired (64) ----
Payments on director loan (75,000) ----
Cash repayments by continuing operations (130,000) ----
Cash repayments by discontinued operations (7,133) (28,640)
---------- ---------
Net cash (used) provided by financing activities (227,027) 54,747
---------- ---------
Net increase (decrease) in cash 482,442 -----
Cash at beginning of period 8,150 -----
---------- ---------
Cash at end of period $490,592 $-----
---------- ---------
---------- ---------
</TABLE>
See accompanying notes to the financial statements
5
<PAGE>
Bio-Medical Automation, Inc.
(formerly OZO Diversified Automation, Inc.)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 1999 AND 1998
(UNAUDITED)
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 operation
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, 1998. 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 and the six months ended June
30, 1999, are not necessarily indicative of the results that may be expected
for the year ending December 31, 1999.
Note 1 - A summary of significant accounting policies is currently on file
with the Securities and Exchange Commission on Form 10-KSB.
6
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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As a result of the completion of the sale of substantially all of the
Company's assets to JOT Automation, Inc., in March 1999 (the "JOT
Transaction"), the Company's historical business, the depaneling and routing
business, is considered to be a "discontinued operation" and, consequently,
provides no benefit to persons seeking to understand the Company's financial
condition or results of operations. Consequently, this Management's
Discussion and Analysis is divided into two parts: DISCUSSION OF CONTINUING
OPERATIONS and DISCUSSION OF DISCONTINUED OPERATIONS. Management believes
that the discussion of continuing operations is more meaningful for an
understanding of the Company.
DISCUSSION OF CONTINUING OPERATIONS - RESULTS OF OPERATIONS
Substantially all of the Company's operations prior to the completion of the
JOT Transaction were devoted to the Company's historical business. Only a
small portion of the Company's general and administrative expense ($101,035
during 1999) and of the Company's research and development expense ($2,302
during 1999) were devoted to the assets the Company retained, relating to the
technology for and the development of the prototype micro robotic device. In
addition, the Company's continuing operations accounted for approximately
$4,420 of interest expense.
Following the completion of the JOT Transaction, the Company retained certain
intellectual property assets, which are potentially valuable for the
development of a prototype micro-robotic device. This device had been under
development by an officer of the Company prior to the completion of the JOT
Transaction and the Company expected that this development would continue
after the JOT Transaction was completed. As discussed in other reports filed
by the Company, a significant amount of work is required within certain
specialized disciplines to complete the development of the prototype device.
Because of the unanticipated unavailability of the officer who had developed
the intellectual property since the completion of the JOT Transaction, the
Company has been unable to progress further with its development of the
technology or the prototype device. As described in other reports filed by
the Company, because of the uniqueness of the technology and other factors,
there can be no assurance that the Company will be able to successfully
develop the prototype even if the officer is able to devote sufficient time
to the project. As a result, the Company is in the process of obtaining an
independent third party evaluation of the technology before determining
whether to reconsider or revise its previously announced plan of operations.
7
<PAGE>
The Company's continuing operations accounted for no revenues during the
quarters ended June 30, 1999, or June 30, 1998, or the six months ended June
30, 1999, or June 30, 1998.
As a result of the small amount of operations devoted to the Company's
continuing business, the Company recognized a net loss of $68,562 from its
continuing operations in the quarter ended June 30, 1999, and $38,749 in the
quarter ended June 30, 1998. The Company recognized a net loss of $107,757
from its continuing operations for the six months ended June 30, 1999, and
a net loss of $60,675 for the six months ended June 30, 1998.
The Company believes that this loss from continuing operations will continue
to increase during 1999, and thereafter, until (if ever) the prototype micro
robotic device has been developed and can be commercialized. If the Company
continues with the development of the prototype device, the Company expects
to spend $600,000 for research and development and for general and
administrative expenses through approximately June 2000. If the Company
elects not to proceed with the development of the prototype device, because
of the unavailability of the former officer who has developed the technology
to this point, an unfavorable third party evaluation, or other reasons, the
Company will have to redefine its plan of operations. General and
administrative expenditures will be directed to maintaining the Company's
status as a public company, including (without limitation) filing reports
with the Securities and Exchange Commission.
Even if the Company decided to continue the development of the prototype
device, there can be no assurance that it will be able to do so with the
remaining funds or expertise. Even if they are able to complete the prototype
micro robotic device, there can be no assurance that the device will be able
to generate revenues for the Company. Unless the Company is able to generate
revenues from (or after) the development of the prototype micro robotic
device and related technology, or from other activities if the Company
determines not to proceed with the development of the prototype device, the
Company's ability to continue as a going concern will be significantly
impaired.
As a result of the completion of the JOT Transaction, the Company has a
significant amount of liquidity--approximately $468,000 as of June 30, 1999.
The Company expects to spend this working capital to pursue its plan of
operations, although the plan of operations may change significantly as
future circumstances dictate. Unless the Company is able to generate revenues
from (or after) the development of the prototype micro robotic device and
related technology, the Company's liquidity will erode until no amounts
remain. Consequently, the Company's financial condition is entirely dependent
on the successful development of the prototype micro robotic device and
related technology, of which there can be no assurance.
8
<PAGE>
DISCUSSION OF DISCONTINUED OPERATIONS - RESULTS OF OPERATIONS
For the six months ended June 30, 1999, the Company had revenues of
approximately $525,000, a 47% decrease from revenues of approximately
$993,000, recorded for the first six months of 1998. The decrease in revenues
is primarily a result of no revenues being generated by discontinued
operations in the second quarter of 1999.
Since the Company sold its depaneling and routing business to JOT Automation,
Inc., in the "JOT Transaction" as described elsewhere in this report, the
Company no longer has any interest in continuing revenues from, or assets
associated with, its former depaneling and routing business.
9
<PAGE>
Year 2000 Compliance
Although there can be no assurance, the company does not anticipate that it
will suffer any adverse impact as a result of Year 2000 (Y2K) computer
software issues either as a result of third party non-compliance or as a
result of internal matters. None of the information technology or other
software and hardware systems utilized by the Company incorporates technology
that is incapable of recognizing dates beyond December 31, 1999.
In making the foregoing determination, the Company has assessed embedded
systems contained in its facility and manufacturing equipment. As a result,
the Company has not established a contingency plan to come into effect in the
event of a Y2K catastrophe and management does not believe that such a plan
is necessary. Of course, the Company is dependent on facilities outside of
their control, such as electrical power supplies, banking facilities,
transportation facilities (such as airlines) and communications facilities.
While the Company believes, based on public reports and some notifications it
has received, that these outside facilities are or will be Y2K compliant, the
Company does not have any other basis for determining their compliance. The
operations of the Company would be significantly and adversely affected if
any of these facilities are adversely affected by the millennium and other
issues related to Y2K.
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.
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 risks and uncertainties include,
among other things, product demand and acceptance, market competition, and
risks inherent in the Company's international operations. These and other
risks are described elsewhere herein and in the Company's other filings with
the Securities and Exchange Commission.
10
<PAGE>
PART II - OTHER INFORMATION
Bio-Medical Automation, Inc.
(formerly OZO Diversified Automation, Inc.)
Items 1-4 Not Applicable.
Item 5 On March 9, 1999, the Company completed the sale of substantially
all of its assets to JOT Automation, Inc., as more completely
described in the Company's current report on Form 8-K reporting
an event of March 9, 1999, which report is incorporated herein.
Item 6 Exhibits and Reports on Form 8-K
a) Exhibits - none
b) Report on Form 8-K reporting events under Items 2 and 5
of March 9, 1999, as amended.
Item 7 Not Applicable
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.
BIO-MEDICAL AUTOMATION, INC.
By: /s/ DAVID J. WOLENSKI /s/ BRANTLEY J. HALSTEAD
--------------------- ------------------------
David J. Wolenski Brantley J. Halstead
Principal Executive Officer Principal Accounting Officer
Principal Financial Officer Chief Financial Officer
Dated: August 13, 1999
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-QSB
FOR THE PERIOD ENDED JUNE, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 490,592
<SECURITIES> 0
<RECEIVABLES> 8,150
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 498,742
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 514,985
<CURRENT-LIABILITIES> 32,178
<BONDS> 0
0
0
<COMMON> 64,313
<OTHER-SE> 1,312,049
<TOTAL-LIABILITY-AND-EQUITY> 514,985
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 107,757
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (107,757)
<INCOME-TAX> 0
<INCOME-CONTINUING> (107,757)
<DISCONTINUED> 684,459
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 576,702
<EPS-BASIC> 0.90
<EPS-DILUTED> 0.89
</TABLE>
