FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number: 0-16335
BIO-MEDICAL AUTOMATION, INC.
----------------------------
(Exact Name of Registrant as Specified in its Charter)
COLORADO 84-0922701
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
900 Third Avenue, Suite 201, New York, NY 10022
--------------------------------------------------
(Address of Principal Executive Office) (Zip Code)
(212) 610-2778
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(Registrant's telephone number including area code)
7450 East Jewell Avenue, Suite A, Denver, Colorado 80231
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(Former Address)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [ ]
The number of shares of the registrant's common stock, $.10 par value,
outstanding as of May 1, 2000 was 643,160 shares.
<PAGE>
Bio-Medical Automation, Inc.
Table of Contents
Page
Part I Financial Information ......................................3
Item 1. Financial Statements ........................................3
Balance Sheets as of December 31, 1999 and March 31, 2000 ...........3
Statements of Operations for the
Three Months Ended March 31, 1999 and 2000 ..........................4
Statements of Cash Flows for the
Three Months Ended March 31, 1999 and 2000 ..........................5
Notes to Financial Statements .......................................6
Item 2. Plan of Operation ..........................................6
Part II Other Information .........................................8
Item 5. Other Information ..........................................8
Item 6. Exhibits and Reports on Form 8-K ...........................8
Signatures ..........................................................8
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BIO-MEDICAL AUTOMATION, INC.
BALANCE SHEETS
December 31, March 31,
1999 2000
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 425,211 $ 381,814
----------- -----------
Total Current Assets 425,211 381,814
PATENT COSTS 18,724 18,724
----------- -----------
$ 443,935 $ 400,538
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 15,393 $ 3,179
----------- -----------
Total Current Liabilities 15,393 3,179
----------- -----------
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 shares 64,313 64,313
Capital in excess of par value 1,312,049 1,312,049
Accumulated (deficit) (947,820) (979,003)
----------- -----------
428,542 397,359
----------- -----------
$ 443,935 $ 400,538
=========== ===========
See accompanying notes to financial statements.
3
<PAGE>
BIO-MEDICAL AUTOMATION, INC.
STATEMENTS OF OPERATIONS
Three Months Ended
March 31,
1999 2000
REVENUES
Interest income $ -- $ 2,855
--------- ---------
OPERATING EXPENSES
General and Administrative 51,074 34,038
Research & Development 2,302 --
Interest 2,500 --
--------- ---------
(LOSS) FROM CONTINUING OPERATIONS (55,876) (31,183)
--------- ---------
DISCONTINUED OPERATIONS
Income from discontinued operations 706,991 --
--------- ---------
INCOME BEFORE TAXES 651,115 (31,183)
--------- ---------
INCOME TAX EXPENSE 254,000 --
TAX BENEFIT OF NET OPERATING LOSS
CARRYFORWARDS (254,000) --
--------- ---------
NET INCOME (LOSS) $ 651,115 $ (31,183)
========= =========
NET INCOME(LOSS) PER COMMON SHARE -
Basic and Diluted
Continuing operations $ (0.09) $ (0.05)
Discontinued operations $ 1.10 --
--------- ---------
NET INCOME (LOSS) PER COMMON SHARE $ 1.01 $ (0.05)
========= =========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
Basic and Diluted 643,160 643,128
========= =========
See accompanying notes to financial statements.
4
<PAGE>
BIO-MEDICAL AUTOMATION, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 2000
<S> <C> <C>
CASH FLOWS FROM OPERATNG ACTIVITIES
Net income (loss) $ 651,115 $ (31,183)
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities
Changes in assets and liabilities
(Increase) in accounts receivable (8,150) --
Increase (decrease) in accounts payable and accred expenses 3,981 (12,215)
Discontinued operations:
Operating cash provided 115,905 --
Depreciation and amortization 7,929 --
--------- ---------
Net Cash Provided (Used) by Operating Activities 770,780 (43,398)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for patent costs (3,709) --
--------- ---------
Net Cash (Used) in Investing Activities (3,709) --
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from officer loan 40,000 --
Payments on officer loan (75,000) --
Cash repayments by continuing operations (130,000) --
Cash repayment by discontinued operations (7,133) --
--------- ---------
Net Cash (Used) by Financing Activities (172,133) --
--------- ---------
NET INCREASE (DECREASE) IN CASH 594,938 (43,398)
CASH, BEGINNING OF PERIODS 8,150 425,212
--------- ---------
CASH, END OF PERIODS $ 603,088 $ 381,814
========= =========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Three Months Ended March 31, 2000 and 1999
(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 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 three months ended March 31, 2000 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2000.
Item 2. 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. The Company has been
unable to accomplish this goal because of the unavailability of the device's
designer, David W. Orthman. 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.
On March 25, 2000, there occurred a change in control of Company. This
event was disclosed on a current report on Form 8-K, dated April 5, 2000, which
is incorporated herein by reference. Following the change in control the Company
relocated its offices to 900 Third Avenue, Suite 201, New York, New York 10022.
The Company currently utilizes a portion of the premises occupied by Steven N.
Bronson as its corporate office, at no charge to the Company.
6
<PAGE>
Results of Operations
- ---------------------
For the three months ended March 31, 2000, the Company has not earned
any revenues, except for interest income of $2,855. For the same period the
Company incurred general and administrative expenses of $34,038 resulting in a
net loss from operations equal to $31,183. 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, 2000, 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, 2000, the
Company had on hand cash in the amount of $381,814.
The Company had anticipated spending this working capital to complete
the development of the prototype device and related technology, as described
above. However, the Company has been unable to accomplish this goal and there
can be no assurances that the Company will be able to complete the development
of the prototype device and related technology or derive any revenues therefrom.
Unless the Company is able to generate revenues from the prototype device and
related technology, or unless the Company is able to acquire a new line of
business on commercially reasonable terms, the Company's liquidity will continue
to be reduced over time.
Alternatively, 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.
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.
7
<PAGE>
PART II - OTHER INFORMATION
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.
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/ Steven N. Bronson
---------------------------
Steven N. Bronson, President
(Principle Executive Officer),
as Registrant's duly authorized officer
Dated: May 22, 2000
8
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 381,814
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 381,814
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 400,538
<CURRENT-LIABILITIES> 3,179
<BONDS> 0
0
0
<COMMON> 64,313
<OTHER-SE> 333,046
<TOTAL-LIABILITY-AND-EQUITY> 400,538
<SALES> 0
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<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,950)
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (31,183)
<EPS-BASIC> (0.05)
<EPS-DILUTED> (0.05)
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