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 March 31, 2001.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
Commission file number --- 0-16335
Colorado 84-0922701
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
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As of May 10, 2001 the Registrant had outstanding 795,528 shares of common stock, par value $.10.
BIO-MEDICAL AUTOMATION, INC.
(A Development Stage Company)
FORM 10-QSB
MARCH 31, 2001
Table of Contents
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Part I. Financial Information Page
Item 1. Financial Statements 3
Balance Sheets as of December 31, 2000 and
March 31, 2001 3
Statements of Operations for the Three Months Ended
March 31, 2000 and 2001 Cumulative Amounts from
January 1, 2000 through March 31, 2001
(unaudited) 4
Statements of Cash Flows for the Three Months Ended
March 31, 2000 and 2001 and Cumulative Amounts
from January 1, 2000 through March 31, 2001
(unaudited) 5
Notes to Financial Statements 6
Item 2. Management's Plan of Operation 7-9
Part II. Other Information 9
Item 2. Changes in Securities 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 10
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BIO-MEDICAL AUTOMATION, INC.
(A Development Stage Company)
BALANCE SHEETS
December 31, March 31, 2001
2000 (Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 360,741 $ 356,538
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Total Current Assets 360,741 406,538
Note receivable - related -- 50,000
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$ 360,741 $ 406,538
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 3,599 $ 9,676
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Total Current Liabilities 3,599 9,676
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STOCKHOLDERS' EQUITY
Preferred Stock, $.10 par value; authorized - 1,000,000 shares
Issued - none
Common Stock, $.10 par value; authorized - 5,000,000 shares
Issued and outstanding - 707,128 shares (2000) 795,523 (2001) 70,713 79,553
Capital in excess of par value 1,353,649 1,442,809
Stock issued for deferred compensation (11,000) (47,000)
Accumulated (deficit) (947,820) (947,820)
(Deficit) accumulated during the development stage (108,400) (130,680)
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357,142 396,862
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$ 360,741 $ 406,538
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See accompanying notes to financial statements.
BIO-MEDICAL AUTOMATION, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Cumulative
Three Months Ended Amounts from
March 31, January 01, 2000 to
2000 2001 March 31, 2001
REVENUES $ 2,855 $ 1,750 $ 7,309
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Interest income
OPERATING EXPENSES
General and Administrative 34,038 24,030 119,265
Patent write-off -- -- 18,724
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34,038 24,030 137,989
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NET INCOME (LOSS) $ (31,183) $ (22,280) $(130,680)
========= ========= =========
NET INCOME (LOSS) PER COMMON SHARE $ (0.05) $ (0.03) $ (.19)
========= ========= =========
Basic and Diluted
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
Basic and Diluted 643,128 707,783 689,126
========= ========= =========
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See accompanying notes to financial statements.
BIO-MEDICAL AUTOMATION, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Cumulative
Three Months Ended Amounts from
March 31, January 01, 2000 to
2000 2001 March 31, 2001
CASH FLOWS FROM OPERATING ACTIVITES
Net income (loss) $ (31,183) $ (22,280) $(130,680)
Adjustment to reconcile net income (loss) to net cash
provided (used) by operating activities
Stock issuance for salary -- 12,000 49,000
Write-off of patent -- -- 18,724
Changes in assets and liabilities
(Decrease) increase in accounts payable and accrued
expenses (12,215) 6,077 (105,718)
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Net Cash Provided (Used) by Operating Activities (43,398) (4,203) (168,674)
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CASH FLOWS FROM INVESTING ACTIVITIES
Net Cash (Used) in Investing Activities -- -- --
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CASH FLOWS FROM FINANCING ACTIVITIES
Net Cash (Used) by Financing Activities -- -- --
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH (43,398) (4,203) (168,674)
CASH, BEGINNING OF PERIODS 425,212 360,741 425,212
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CASH, END OF PERIODS $ 381,814 $ 356,538 $ 356,538
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See accompanying notes to financial statements.
BIO-MEDICAL AUTOMATION, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2001
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, 2000. 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, 2001 are not necessarily indicative of the results that may be expected for the year ending December 31, 2001.
NOTE 1. COMMON STOCK
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 financial statement as stock issued for deferred compensation. In March 2001, the Company's President exercised an option to acquire 50,000 shares of the Company's common stock at $1.00 per share by entering into a promissory note in the amount of $50,000 due March 30, 2003 with interest of 6% payable semi-annually.
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 Form 10-KSB for the year ended December 31, 2000.
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").
On March 9, 1999, the Company completed the sale of substantially all of its assets to JOT Automation, Inc. (the "JOT Transaction"). Following the JOT Transaction 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. Due to the inability to complete the micro-robotic device, the Company has determined that it will no longer pursue the sale or development of its micro-robotic device and, as of June 30, 2000, the capitalized costs related to the patent underlying the micro-robotic have been written off by the Company. The Company has never derived any revenues from the micro-robotic device and the Company does not expect that it will ever derive any revenues from this technology.
Currently, 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 March 31, 2001 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 principle 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.
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.
For the three months ended March 31, 2001, the Company has not earned any revenues, except for interest income of $1,750. For the same period the Company incurred general and administrative expenses of $24,030 resulting in a net loss from operations equal to $22,280. 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.
During three months ended March 31, 2001, 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, 2001, the Company had on hand cash in the amount of $356,538.
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, 2000.
PART II - OTHER INFORMATION
Item 2. Changes in Securities
On March 30, 2001, 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 unregistered shares of the Company's common stock equal in value to forty eight thousand dollars ($48,000) based on the market value of the Company's common stock on March 30, 2001. The Company issued Mr. Bronson 38,400 shares of the Company's unregistered common stock in lieu of Mr. Bronson's annual salary of forty eight thousand dollars ($48,000) for the period March 25, 2001 through March 24, 2002.
On March 30, 2001, Steven N. Bronson exercised warrants to purchase 50,000 shares of the Company's common stock with an exercise price of $1.00 per share. The Board of Directors of the Company determined, with Steven N. Bronson abstaining from the vote, to loan Mr. Bronson the fifty thousand dollars ($50,000) to exercise his warrants. The loan accrues interest at the rate of six percent (6%) per year, which interest is payable semi-annually. The principal of the loan is payable in full on March 30, 2003.
Item 5. Other Information
On March 24, 2001, the Company entered into Employment Agreement with Steven N. Bronson, the President of the Company. The terms of such Employment Agreement include the following:
Steven N. Bronson CEO & President $48,000 1 year
A copy of Mr. Bronson's Employment Agreement is attached as an Exhibit hereto and is expressly incorporated by reference. On March 30, 2001, the Company issued Mr. Bronson 38,400 shares of common stock in lieu of his annual salary of forty-eight thousand dollars ($48,000).
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit 10.13 - Employment Agreement between Bio-Medical Automation, Inc. and Steven N. Bronson, dated as of March 24, 2001.
b) The Company did not file any current reports on Form 8-K during the quarter ended March 31, 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
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Steven N. Bronson, President
(Principle Executive Officer),
as Registrant's duly authorized officer
Dated: May 11, 2000
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Exhibit 10.13
This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of March 24, 2001, is entered into between Bio-Medical Automation, Inc. (the "Company" or "Bio-Medical"), located at 10 South Street, Suite 202, Ridgefield, Connecticut 06877, and Steven N. Bronson ("Employee").
WHEREAS, the Company desires to employ the Employee and to be assured of his services on the terms and conditions hereinafter set forth; and
WHEREAS, the Employee is willing to accept such employment on such terms and conditions.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, the Company and the Employee hereby agree as follows:
1. Employment. The Company hereby employs the Employee as the President and Chief Executive Officer of the Company, and the Employee accepts such employment, upon the terms and subject to the conditions set forth in this Agreement.
2. Term. The term of this Agreement shall commence on March 25, 2001, and terminate on March 24, 2002 (the "Term"), subject to earlier termination pursuant to the provisions of Section 7 hereof.
3. Duties. During the term of this Agreement, the Employee shall serve as the President and Chief Executive Officer of the Company and shall perform all duties commensurate with his position (including, but not limited to, those heretofore performed by the Employee) and as may be assigned to him by the Board of Directors of the Company and subject to the control of the Board of Directors of the Company. It is understood that Employee will not devote his full business time and energies to the business and affairs of the Company, however Employee shall use his best efforts, skills and abilities to promote the interests of the Company and to diligently and competently perform the duties of his position.
4. Compensation, Benefits, Options and Incentive Bonus.
4.1 Base Salary. During the term of this Agreement, as compensation for the proper and satisfactory performance of all duties to be performed by Employee hereunder, the Company shall pay to Employee a base salary of $48,000.00 per annum for the term of this Employment Agreement, payable in equal bi-weekly installments of $2,000.00 each, payable on the first and fifteenth day of each
month, less required deductions for state and federal withholding tax, Social Security, and other employee taxes.
4.2 Bonus Compensation. Employee shall be entitled to earn and receive bonus compensation provided that certain performance goals are achieved by the Company. Bonuses shall be granted in accordance with a bonus plan to be adopted by the Company, the terms and conditions of which shall be determined by the Board of Directors of Bio-Medical.
4.3 Employee Benefit Plans. At all times during the term of this Agreement the Employee shall be provided the opportunity to participate in all health, pension and welfare plans, programs and benefits (the "Plans") offered generally to all employees of Bio-Medical.
5. Reimbursement of Business Expenses. During the term of this Agreement, upon submission of proper invoices, receipts or other supporting documentation satisfactory to the Company and in specific accordance with such guidelines as may be established from time to time by the Company's Board of Directors, the Employee shall be reimbursed by the Company for all reasonable business expenses actually and necessarily incurred by the Employee on behalf of the Company in connection with the performance of services under this Agreement.
6. Representations.
6.1 Employability. The Employee represents and warrants that he is not party to, or bound by, any agreement or commitment, or subject to any restriction, including, but not limited to agreements related to previous employment containing confidentiality or non-compete covenants, which in the future may have a possibility of adversely affecting the business of the Company or the performance by the Employee of his duties under this Agreement.
6.2 Awareness of Certain Employment Regulations. The Employee represents and warrants that he is aware that there are laws and regulations that prohibit discrimination in the workplace based upon, among other things, race, religion, gender, and national origin such as Title VII of the Civil Rights Act of 1964, 42 U.S.C. Section 2000e et. seq., and similar laws adopted by the states (the "Discrimination Laws"). Employee represents and warrants that he will abide by the Discrimination Laws in the performance of his duties under this Agreement. The Employee, further, represents and warrants that if he becomes aware of any violation or potential violation of the Discrimination Laws that he will immediately notify the Company, in writing, of any such violation or potential violation of the Discrimination Laws.
7. Termination. This Agreement may be terminated prior to the expiration of the Term set forth in Section 2 upon the occurrence of any of the events set forth in, and subject to the terms of, this Section 7.
(a) Death. This Agreement will terminate immediately and automatically upon the death of the Employee.
(b) Disability. This Agreement may be terminated at the Company's option, immediately upon notice to the Employee, if the Employee shall suffer a permanent disability. For the purposes of this Agreement, the term "permanent disability" shall mean the Employee's inability to perform his duties under this Agreement for a period of ninety (90) consecutive days due to illness, accident or any other physical or mental incapacity, as determined by the Board of Directors of the Company. In the event that a dispute arises with respect to the disability of the Employee, the parties shall each select a duly licensed medical doctor to make such a determination. If the two doctors so selected cannot agree on a determination, they will mutually select a third duly licensed medical doctor and the decision of the majority of the three doctors will be binding.
(c) Cause. This Agreement may be terminated at the Company's option, immediately upon notice to the Employee, upon: (1) breach by the Employee of any material provision of this Agreement; (2) breach by the Employee of any fiduciary duty to the Company, or any of its affiliates or subsidiaries; (3) gross negligence or willful misconduct of the Employee in connection with the performance of his duties under this Agreement; (4) Employee's failure to perform (i) any of his duties or responsibilities required pursuant to this Agreement, or (ii) any reasonable directive of the Chief Executive Officer or Board of Directors of the Company; (5) fraud, criminal conduct, dishonesty or embezzlement by the Employee; or (6) Employee's misappropriation for personal use of any assets (having in excess of nominal value) or business opportunities of the Company; provided that in any such case with respect to any such breach that is capable of being cured, the Employee is afforded a ten (10)-day cure period for such monetary breaches and a thirty (30)-day cure period for such non-monetary breaches.
(d) Termination by Employee. This Agreement may be terminated by Employee prior to the expiration of the Term set forth in Section 2 upon three (3) months written notice to the Company, which notice may not be given prior to nine (9) months following the date hereof.
(e) Effect of Termination. Upon the termination of this Agreement pursuant to this Section 7, the Employee shall be entitled to his Compensation to the date of termination as set forth in this Section 7, and after such date shall not be entitled to any Compensation, benefits or other rights granted herein to the Employee.
8. Miscellaneous.
(a) Entire Agreement. This Agreement sets forth the entire understanding of the parties and merges and supersedes any prior or contemporaneous agreements between the parties pertaining to the subject matter hereof.
(b) Modification. This Agreement may not be modified or terminated orally, and no modification, termination or attempted waiver of any of the provisions hereof shall be binding unless in writing and signed by the party against whom the same is sought to be enforced.
(c) Waiver. Failure of a party to enforce one or more of the provisions of this Agreement or to require at any time performance of any of the obligations hereof shall not be construed to be a waiver of such provisions by such party nor to in any way affect the validity of this Agreement or such party's right thereafter to enforce any provision of this Agreement, nor to preclude such party from taking any other action at any time which it would legally be entitled to take.
(d) Successors and Assigns. Neither party shall have the right to assign this Agreement, or any rights or obligations hereunder, without the consent of the other party; provided, however, that upon the sale of all or substantially all of the assets, business and goodwill of the Company to another company, or upon the merger or consolidation of the Company with another company, this Agreement shall inure to the benefit of, and be binding upon, both Employee and the company purchasing such assets, business and goodwill, or surviving such merger or consolidation, as the case may be, in the same manner and to the same extent as though such other company were the Company; and provided, further, that the Company shall have the right to assign this Agreement to any affiliate or subsidiary of the Company or Bio-Medical. Subject to the foregoing, this Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their legal representatives, heirs, successors and assigns.
(e) Communications. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been given at the time personally delivered or when mailed in any United States post office enclosed in a registered or certified postage prepaid envelope and addressed to the addresses set forth below, or to such other address as any party may specify by notice to the other party; provided, however, that any notice of change of address shall be effective only upon receipt.
To the Company: Bio-Medical.com, Inc.
10 South Street, Suite 202
Ridgefield, Connecticut 06877
To the Employee: Mr. Steven N. Bronson
10 South Street, Suite 202
Ridgefield, Connecticut 06877
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(f) Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity and enforceability of the other provisions of this Agreement and the provision held to be invalid or unenforceable shall be enforced as nearly as possible according to its original terms and intent to eliminate such invalidity or unenforceability.
(g) Governing Law. This Agreement is made and executed and shall be governed by the laws of the State of New York, without regard to the conflicts of law principles thereof.
(h) No Third-Party Beneficiaries. Each of the provisions of this Agreement is for the sole and exclusive benefit of the parties hereto and shall not be deemed for the benefit of any other person or entity.
IN WITNESS WHEREOF, each of the parties hereto have duly executed this Agreement as of the date set forth above.
Bio-Medical Automation, Inc.
By: /s/ Leonard Hagan
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Leonard Hagan
Title: Director
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EMPLOYEE
/s/ Steven N. Bronson ------------------------------ Steven N. Bronson |