<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 OF1934
For the quarterly period ended March 31, 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 March 31, 1999, Registrant had 643,160 shares of its $0.10 par value
common stock outstanding.
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PART I - FINANCIAL INFORMATION
Bio-Medical Automation, Inc.
(formally OZO Diversified Automation, Inc.)
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
MARCH 31, 1999 DECEMBER 31, 1998
-------------- -----------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $603,088 $8,150
Accounts and notes receivable, net 8,150 ----
Net assets of discontinued operations ---- 116,901
--------- ---------
Total Current Assets 611,238 125,051
--------- ---------
PATENT COSTS 16,243 12,534
--------- ---------
TOTAL ASSETS $627,481 $137,585
--------- ---------
--------- ---------
</TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
<TABLE>
<CAPTION>
MARCH 31, 1999 DECEMBER 31, 1998
-------------- -----------------
(Unaudited)
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable and accrued expenses $15,567 $11,586
Current portion of long-term debt ---- 130,000
Note payable - related parties 54,830 89,830
--------- ---------
Total Current Liabilities $70,397 231,416
--------- ---------
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 - 643,160 (1999 and 1998) 64,316 64,316
Capital in excess of par value 1,312,110 1,312,110
Accumulated deficit (819,342) (1,470,257)
--------- ---------
Total Shareholders' Equity (Deficiency) 557,084 (93,831)
--------- ---------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $627,481 $137,585
--------- ---------
--------- ---------
</TABLE>
See accompanying notes to the financial statements
2
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Bio-Medical Automation, Inc.
(formally OZO Diversified Automation, Inc.)
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1999 1998
---- ----
<S> <C> <C>
Revenue ----- -----
------- -------
Operating Expenses:
General & Administrative 51,074 15,175
Research & Development 2,302 5,149
Interest 2,500 1,602
------- -------
(LOSS) FROM CONTINUING OPERATIONS (55,876) (21,936)
------- -------
DISCONTINUED OPERATIONS
Income from discontinued operations 706,991 52,264
------- -------
INCOME BEFORE TAXES 651,115 30,328
INCOME TAX EXPENSE 254,000 6,066
TAX BENEFIT OF NET OPERATING
LOSS CARRYFORWARDS (254,000) (6,066)
------- -------
NET INCOME 651,115 $30,328
------- -------
------- -------
INCOME (LOSS) PER COMMON SHARE
BASIC AND DILUTED
Continuing operations ($0.09) ($0.05)
Discontinued operations $1.10 $0.11
------- -------
NET INCOME PER COMMON SHARE $1.01 $0.06
------- -------
------- -------
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING -- BASIC AND DILUTED 643,160 478,164
------- -------
------- -------
</TABLE>
See accompanying notes to the financial statements
3
<PAGE>
Bio-Medical Automation, Inc.
(formally OZO Diversified Automation, Inc.)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net Income $651,115 $30,328
Adjustments to reconcile net income to net cash
Used in operating activities:
Decrease (increase) in assets:
(Increase) in accounts receivable (8,150) -----
Increase in accounts payable and accrued
expenses 3,981 -----
Discontinued Operations:
Operating cash (used) provided 115,905 (105,479)
Depreciation & amortization 7,929 13,842
-------- --------
Net cash provided (used) by operating activities 770,780 (61,309)
-------- --------
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 85,000
Payments on director loan (75,000) (9,091)
Cash repayments by continuing operations (130,000) -----
Cash repayments by discontinued operations (7,133) (14,600)
-------- --------
Net cash provided (used) by financing activities (172,133) 61,309
-------- --------
Net increase (decrease) in cash 594,938 -----
Cash at beginning of period 8,150 -----
-------- --------
Cash at end of period $603,088 $-----
-------- --------
-------- --------
</TABLE>
See accompanying notes to the financial statements
4
<PAGE>
Bio-Medical Automation, Inc.
(formally OZO Diversified Automation, Inc.)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 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 ended March 31, 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.
5
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As a result of the completion of 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 ($51,074 during 1999
or approximately 22%) and of the Company's research and development expense
($2,302 during 1999, or approximately 10%) 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 $2,500 of interest expense (approximately 46% of
total 1999 interest expense).
The Company's continuing operations accounted for no revenues during the
quarters ended March 31, 1999, or March 31, 1998.
As a result of the small amount of operations devoted to the Company's
continuing business, the Company recognized a net loss of $55,876 from its
continuing operations in the quarter ended March 31, 1999, and $21,936 March 31,
1998.
The Company believes that this loss from continuing operations will increase
significantly during 1999, and thereafter, until (if ever) the prototype micro
robotic device has been developed and can be commercialized. The Company expects
to spend $600,000 for research and development and for general and
administrative expenses through approximately June 2000.
According to the Company's plan of operations (described in full detail in the
Company's 1998 Form 10-KSB), research and development will be devoted to
developing the technology and building the prototype micro robotic device as
described. 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.
6
<PAGE>
Although the Company believes that its current staff will be able to complete
the development of the technology necessary for the completion of the prototype
micro robotic device with the funds available, there can be no assurance that
they will be able to do so. Even if they are able to complete the prototype
micro robotic device, there can be no assurance that it 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, 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 $611,000 as of March 31, 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.
DISCUSSION OF DISCONTINUED OPERATIONS - RESULTS OF OPERATIONS
For the three months ended March 31, 1999, the Company had revenues of
approximately $525,000, a 10% decrease from revenues of approximately $583,000,
recorded for the first three months of 1998. The decrease in revenues is
primarily a result of the continued sluggish, in general, economic conditions in
Asia, as well as, somewhat curtailed capital spending by large Original
Equipment Manufacturers (OEMs) in North America.
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.
7
<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.
8
<PAGE>
PART II - OTHER INFORMATION
Bio-Medical Automation, Inc.
(formally OZO Diversified Automation, Inc.)
<TABLE>
<S> <C>
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
</TABLE>
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: May 21, 1999
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 603,088
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 611,238
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 627,481
<CURRENT-LIABILITIES> 70,397
<BONDS> 0
0
0
<COMMON> 64,316
<OTHER-SE> 492,768
<TOTAL-LIABILITY-AND-EQUITY> 627,481
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 53,376
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,500
<INCOME-PRETAX> (55,876)
<INCOME-TAX> 0
<INCOME-CONTINUING> (55,876)
<DISCONTINUED> 706,911
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 651,115
<EPS-PRIMARY> 1.01
<EPS-DILUTED> 1.01
</TABLE>
