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 June 30, 2000.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number: 0-16335
Bio-Medical Automation, Inc.
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(Exact name of small business issuer as specified in its charter.)
Colorado 84-0922701
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
900 Third Avenue, Suite 201, New York, NY 10022 (Address
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of principal executive offices) (Zip Code)
(212) 610-2778
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(Issuer's telephone number, including area code)
7450 East Jewell Avenue, Suite A, Denver, Colorado 80231
(Former Address)
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
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The number of shares of the registrant's common stock. $.10 par value,
outstanding as of August 11, 2000 was 707,128 shares.
<PAGE>
BIO-MEDICAL AUTOMATION, INC.
FORM 10-QSB
JUNE 30, 2000
Table of Contents
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Part I Financial Information
Item 1. Financial Statements
Balance Sheets as of December 31, 1999 and
June 30, 2000 3
Statements of Operations for the Six Months and Three
months ended June 30, 1999 and 2000 4-5
Statements of Cash Flows for the Six Months
ended June 30, 1999 and 2000 6
Notes to Financial Statements 7
Item 2. Management's Plan of Operation 8
Part II Other Information
Item 2. Changes in Securities 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
BIO-MEDICAL AUTOMATION, INC.
BALANCE SHEETS
December 31, June 30,
1999 2000
(Unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash $ 425,211 $ 381,943
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Total Current Assets 425,211 381,943
PATENT COSTS 18,724 -
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$ 443,935 $381,943
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 15,393 $ 7,407
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Total Current Liabilities 15,393 7,407
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STOCKHOLDERS' EQUITY
Preferred Stock, $.10 par value
Authorized - 1,000,000 shares
Issued - none - -
Common Stock, $.10 par value
Authorized - 5,000,000 shares
Issued and outstanding - 643,128 (1999) and
707,128 (2000) shares 64,313 70,713
Capital in excess of par value 1,312,049 1,353,649
Stock issued for deferred compensation - (35,000)
Accumulated (deficit) (947,820) (1,014,826)
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428,542 374,536
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$ 443,935 $381,943
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</TABLE>
See accompanying notes to financial statement
3
<PAGE>
<TABLE>
<CAPTION>
BIO-MEDICAL AUTOMATION, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Six Months Ended
June 30,
1999 2000
<S> <C> <C>
REVENUES
Interest income $ - $ 2,855
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OPERATING EXPENSES
General and Administrative 101,035 51,137
Research & Development 2,302 -
Write-off of patent - 18,724
Interest
4,420 -
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107,757 69,861
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(LOSS) FROM CONTINUING OPERATIONS (107,757) (67,006)
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DISCONTINUED OPERATIONS
Income from discontinued operations 684,459 -
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INCOME (LOSS) BEFORE TAXES 576,702 (67,006)
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INCOME TAX EXPENSE 225,000 -
TAX BENEFIT OF NET OPERATING LOSS
CARRYFORWARDS (225,000) -
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NET INCOME (LOSS) $ 576,702 $ (67,006)
========= =========
INCOME(LOSS) PER COMMON SHARE - BASIC
Continuing operations $ (0.19) $ (0.10)
Discontinued operations $ 1.09 -
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NET INCOME (LOSS) PER COMMON SHARE $ 0.90 $ (0.10)
========= =========
INCOME (LOSS) PER COMMON SHARE-DILUTED
Continuing Operations $ (0.17) $ -
Discontinued Operations $ 1.06 $ -
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NET INCOME (LOSS) PER COMMON SHARE $ 0.89 $ -
========= =========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - BASIC 643,128 661,795
========= =========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - DILUTED
650,628 661,795
========= =========
</TABLE>
See accompanying notes to financial statement
4
<PAGE>
<TABLE>
<CAPTION>
BIO-MEDICAL AUTOMATION, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Six Months Ended
June 30,
1999 2000
<S> <C> <C>
REVENUES $ - $ -
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OPERATING EXPENSES
General and Administrative 68,562 17,100
Write-off of patent - 18,724
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(LOSS) FROM CONTINUING OPERATIONS (68,562) (35,824)
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INCOME TAX EXPENSE - -
TAX BENEFIT OF NET OPERATING LOSS
CARRYFORWARDS
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NET INCOME (LOSS) $ 68,562 $ (35,824)
========= =========
NET INCOME LOSS PER COMMON SHARE
Basic and Diluted
Continuing operations $ (0.11) $ (0.05)
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NET INCOME (LOSS) PER COMMON SHARE $ (0.11) $ (0.05)
========= =========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
Basic and Diluted 643,128 680,461
========= =========
</TABLE>
See accompanying notes to financial statement
5
<PAGE>
<TABLE>
<CAPTION>
BIO-MEDICAL AUTOMATION, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
June 30,
1999 2000
<S> <C> <C>
CASH FLOWS FROM OPERATNG ACTIVITIES
Net income (loss) $ 576,702 $ (67,006)
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities
Officer compensation paid in common stock - 13,000
Write-off of patent costs - 18,724
Changes in assets and liabilities
(Increase) in accounts receivable (8,150) -
Increase (decrease) in accounts payable and accrued expenses 20,594 (7,986)
Discontinued operations:
Operating cash provided 116,103 -
Depreciation and amortization
7,929 -
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Net Cash Provided (Used) by Operating Activities 713,178 (43,268)
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CASH FLOWS FROM INVESTING ACTIVITIES
Payments for patent costs (3,709) -
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Net Cash (Used) in Investing Activities
(3,709) -
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CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from officer loan 40,000 -
Payments on officer loan (54,830) -
Payments of common stock retired (64)
Payments of director loan (75,000)
Cash repayments by continuing operations (130,000) -
Cash repayment by discontinued operations (7,133) -
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Net Cash (Used) by Financing Activities (227,027) -
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NET INCREASE (DECREASE) IN CASH 482,442 (43,268)
CASH, BEGINNING OF PERIODS 8,150 425,211
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CASH, END OF PERIODS $ 490,592 $ 381,943
========= =========
</TABLE>
See accompanying notes to financial statement
6
<PAGE>
BIO-MEDICAL AUTOMATION, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED June 30, 2000
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, 1999. 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 Six months ended June 30, 2000 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2000.
NOTE 1. COMMON STOCK
The Company issued 64,000 shares of common stock (valued at $.75 per
share) to its President for services to be rendered to the Company for the
period of March 25, 2000 through March 24, 2001. 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.
7
<PAGE>
Item 2. Management's Discussion and Analysis or 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, 1999.
On March 9, 1999, the Company completed the sale of substantially all of
its assets to JOT Automation, Inc. (the "JOT Transaction"). 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.
As disclosed in prior filings, following the JOT Transaction the Company
devoted its efforts to the development of the prototype micro robotic device.
The Company has not completed the development of the technology necessary for
the completion of the prototype device. It is unlikely that the Company will
ever complete the development of micro robotic device. The Company has never
derived any revenues from the micro robotic device and there can be no assurance
that the Company will ever derive any revenues from this technology. Due to the
inability to complete the micro robotic device, the Company has determined that
as of June 30, 2000 it will no longer pursue sale or development of its
micro-robotic device and, accordingly, the capitalized costs related to the
patent underlying the device have been written off as of June 30, 2000.
The Company utilizes a portion of the premises occupied by the
President of the Company, as its corporate office and is also provided with
administrative services, at no charge to the Company.
Results of Operations
---------------------
The Company does not have an operating business and did not generate any
revenues from operations for the three months ended June 30, 2000 and June 30,
1999. For the three months ended June 30, 2000 the Company generated no revenues
and incurred expenses of $35,824 resulting in a net loss of $35,824 compared to
a loss of $68,562 for the three months ended June 30, 1999. For the three months
ended June 30, 2000 the Company's expenses consisted of general and
administrative expenditures totaling $17,100 directed at maintaining the
Company's status as a public company, including (without limitation) filing
reports with the Securities and Exchange Commission and a charge of $18,724 to
write-off a patent.
For the six months ended June 30, 2000 the Company earned interest
income in the
8
<PAGE>
amount of $2,855 and incurred expenses of $69,861 resulting in a net loss of
$67,006 compared to net income of $576,702 for the six months ended June 30,
1999, which consisted primarily of the proceeds of the JOT Transaction.
Liquidity and Capital Resources
-------------------------------
During three months ended June 31, 2000, the Company satisfied its
working capital needs from cash on hand at the beginning of the quarter. As of
June 30, 2000, the Company had on hand cash in the amount of $381,943.
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.
Certain of the matters discussed herein include forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act of 1934. Statements that are predictive in nature, that
depend upon or refer to future events or conditions, or that include words such
as "expects", "anticipates", "intends", "plans", "believes", "estimates" and
similar expressions are forward-looking statements. The actions of current and
potential new competitors, changes in technology, seasonality, business cycles,
new regulatory requirements and other factors may impact greatly upon strategies
and expectations and are outside our direct control. 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
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, 1999.
9
<PAGE>
PART II - OTHER INFORMATION
Item 2. Changes in Securities
On May 5, 2000, the Board of Directors of the Company determined, with
Steven N. Bronson abstaining from the vote, to compensate Steven N.
Bronson for his services as the Company's President, with the
Company's common stock in lieu of his annual salary of $48,000. The
Company issued Mr. Bronson 64,000 shares of the Company's unregistered
common stock as Mr. Bronson's annual salary for the period March 25,
2000 through March 24, 2001.
Item 5. Other Information
On March 25, 2000, Steven N. Bronson acquired control of the
Company. Simultaneously, with the change of control all directors and
officers of the Company resigned. Steven N. Bronson, Leonard Hagan and
Kenneth S. Schwartz were appointed to the Board of Directors of the
Company and Steven N. Bronson became the sole officer of the Company.
The Company issued a disclosure statement pursuant to Rule 14(f)-1 to
the shareholders reporting this event and filed a current report on
Form 8-K, dated April 5, 2000.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit 27 - Financial Data Schedule
b) The Company filed a current report on Form 8-K reporting a
change in control of the Company as of March 25, 2000, which
is incorporated herein by reference.
10
<PAGE>
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: August 11, 2000
BIO-MEDICAL AUTOMATION, INC.
By: /s/ Steven N. Bronson
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Steven N. Bronson, President
(Principle Executive Officer,
as Registrant's duly authorized
officer)
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