FORM 10-KSB
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

          [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   For the fiscal year ended December 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.
           (Name of Small Business Issuer as Specified in its Charter)

            Colorado                                        84-0922701
      -----------------------                            ------------------
      (State or other juris-                              (IRS Employer
       diction of incorpora-                             Identification No.)
       tion or organization)

            10 South Street, Suite 202, Ridgefield, Connecticut 06877
           -----------------------------------------------------------
                    (Address of Principal Executive Offices)

Issuer's telephone number, including area code: (203) 894 - 9755

              900 Third Avenue, Suite 201, New York, New York 10022
           -----------------------------------------------------------
                 (Former Address of Principal Executive Offices)

Securities registered under Section 12(g) of the Exchange Act:

                          $0.10 Par Value Common Stock
                   -------------------------------------------
                                (Title of Class)

Check whether the issuer (1) 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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-K is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB.    [X]

The Issuer's revenues for fiscal year ended December 31, 2000, were $5,559.

The aggregate market value of the Registrant's voting stock held, as of March
21, 2001, by non-affiliates of the Registrant was $374,971.

As of March 21, 2001, Registrant had 707,128 shares of its $0.10 par value
common stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes       No X
                                                              ---      ---
<PAGE>

                                     PART I

ITEM 1.  BUSINESS.

        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"). As a result 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. The Company has previously reported
information regarding the JOT Transaction in the Company's Annual Report on Form
10-KSB for year ended December 31, 1999 (the "1999 10-KSB"), which is
incorporated herein by reference.

        As disclosed in prior filings, 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.

         On March 25, 2000, Steven N. Bronson, a long time shareholder of the
Company, acquired, in a private transaction, 242,494 shares of BMA common stock
and options and warrants to purchase an additional 148,750 shares of Common
Stock from certain shareholders of the registrant (the "Stock Purchase
Agreement"). Following the Stock Purchase Agreement, Mr. Bronson beneficially
owned approximately 62.4% of the Company's issued and outstanding shares common
stock, thereby giving Mr. Bronson effective control of BMA. Additionally, in
connection with the Stock Purchase Agreement, effective March 25, 2000, all of
the executive officers and directors of the Company resigned, Mr. Bronson was
appointed the President, Secretary and Treasurer of the Company and Steven N.
Bronson, Leonard Hagan, and Kenneth S. Schwartz were appointed as directors of
the Company. The Company has previously disclosed information regarding the
Stock Purchase Agreement and the appointment of executive officers and directors
in the Company's 1999 Form 10-KSB, the Schedule 14f-1 filed on March 14, 2000,
and the Company's Current Report on Form 8-K, filed on April 6, 2000, all of
which are incorporated herein by reference.


                                        3
<PAGE>

         Following the closing of the Stock Purchase Agreement the Company
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. As such, since the closing of the Stock Purchase Agreement, the
Company has earned no revenues from operations.

         The Company's management is currently 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,
among other things, 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.


                                        4
<PAGE>

Risk Factors Affecting Operating Results and Market Price of Stock
------------------------------------------------------------------

     You should carefully consider the risks described below before making an
investment decision concerning the common stock of the Company. The risks and
uncertainties described below are not the only ones we face. If any of the
following risks actually occur, our business, financial condition or results of
operations could be materially and adversely affected. In that case, the trading
price of our common stock could decline, and you may lose all or part of your
investment.

The Company Has Limited Resources

     The Company has limited resources and has had no revenues from operations
for the fiscal year ended December 31, 2000 and for the last three (3) quarter
of fiscal year ended December 31, 1999. On March 9, 1999, the Company sold
substantially all of its assets and essentially ceased all operations.
Currently, the sole source of revenue for the Company is interest income. The
Company will only earn revenues through the acquisition of or merger with a
target company (an "Acquisition"). There can be no assurance that any target
company (a "Target"), at the time of the Company's consummation of an
Acquisition of the Target, or at any time thereafter, will derive any material
revenues from its operations or operate on profitable basis. The current
revenues of the Company, may not be sufficient to fund further Acquisitions.
Based on the Company's limited resources, the Company may not be able to
effectuate its business plan and consummate an Acquisition. There can be no
assurance that determinations ultimately made by the Company will permit the
Company to achieve its business objectives.

The Company Will Need Additional Financing in Order to Execute Its Business Plan

     The Company has had only nominal revenues in the year ended December
31, 2000 and will be entirely dependent upon its limited available financial
resources to implement its business plan. The Company cannot ascertain with any
degree of certainty the capital requirements for the execution of its business
plan. In the event that the Company's limited financial resources prove to be
insufficient to implement its business plan, the Company will be required to
seek additional financing. In addition, in the event of the consummation of an
Acquisition, the Company may require additional financing to fund the operations
or growth of the Target.

Additional Financing May Not Be Available to the Company

     There can be no assurance that additional financing will be available on
acceptable terms, or at all. To the extent that additional financing proves to
be unavailable when needed, the Company would, in all likelihood, be compelled
to abandon plans for Acquisitions, and would have minimal capital remaining to
pursue other Targets. The failure by the Company to secure additional financing,
if needed, could also have a material adverse effect on the continued existence
of BMA. The Company has no arrangements with any bank or financial institution
to secure financing and there can be no assurance that any such arrangement, if
required or otherwise sought, would be available on terms deemed to be
commercially acceptable and in the best interests of the Company.


                                        5
<PAGE>

The Company May Not Be Able to Borrow Funds

     While there currently are no limitations on the Company's ability to borrow
funds, the limited resources of the Company and limited operating history will
make it difficult to borrow funds. The amount and nature of any borrowings by
the Company will depend on numerous considerations, including the Company's
capital requirements, the Company's perceived ability to meet debt service on
any such borrowings and the then prevailing conditions in the financial markets,
as well as general economic conditions. There can be no assurance that debt
financing, if required or sought, would be available on terms deemed to be
commercially acceptable by and in the best interests of the Company. The
inability of the Company to borrow funds required to effect or facilitate an
Acquisition may have a material adverse effect on the Company's financial
condition and future prospects. Additionally, to the extent that debt financing
ultimately proves to be available, any borrowings may subject the Company to
various risks traditionally associated with indebtedness, including the risks of
interest rate fluctuations and insufficiency of cash flow to pay principal and
interest. Furthermore, a Target may have already incurred borrowings and,
therefore, the Company will be subjected to all the risks inherent thereto.

Competition for Acquisitions

     The Company expects to encounter intense competition from other entities
having business objectives similar to those of the Company. Many of these
entities, including venture capital partnerships and corporations, blind pool
companies, large industrial and financial institutions, small business
investment companies and wealthy individuals, are well-established and have
extensive experience in connection with identifying and effecting Acquisitions
directly or through affiliates. Many of these competitors possess greater
financial, technical, human and other resources than the Company and there can
be no assurance that the Company will have the ability to compete successfully.
The Company's financial resources will be limited in comparison to those of many
of its competitors. This inherent competitive limitation may compel the Company
to select certain less attractive acquisition prospects. There can be no
assurance that such prospects will permit the Company to achieve its stated
business objectives.

The Company May Be Subject to
Uncertainty in the Competitive Environment of a Target

     In the event that the Company succeeds in effecting an Acquisition, the
Company will, in all likelihood, become subject to intense competition from
competitors of the Target. In particular, certain industries which experience
rapid growth frequently attract an increasingly large number of competitors,
including competitors with greater financial, marketing, technical, human and
other resources than the initial competitors in the industry. The degree of
competition characterizing the industry of any prospective Target cannot
presently be ascertained. There can be no assurance that, subsequent to a
consummation of an Acquisition, the Company will have the resources to compete
effectively in the industry of the Target, especially to the extent that the
Target is in a high growth industry.



                                        6
<PAGE>

The Company May Pursue an Acquisition With a Target Operating Outside the United
States: Special Additional Risks Relating to Doing Business in a Foreign Country

        The Company may effectuate an Acquisition with a Target whose business
operations or even headquarters, place of formation or primary place of business
are located outside the United States. In such event, the Company may face the
significant additional risks associated with doing business in that country. In
addition to the language barriers, different presentations of financial
information, different business practices, and other cultural differences and
barriers that may make it difficult to evaluate such a Target, ongoing business
risks may result from the internal political situation, uncertain legal systems
and applications of law, prejudice against foreigners, corrupt practices,
uncertain economic policies and potential political and economic instability
that may be exacerbated in various foreign countries.

Steven N. Bronson is Critical to the Future Success of the Company
------------------------------------------------------------------

     Steven N. Bronson is the Chairman, C.E.O. and President of the Company. The
ability of the Company to successfully carry out its business plan and to
consummate additional Acquisitions will be dependent upon the efforts of Mr.
Bronson and the Company's directors. Notwithstanding the significance of Mr.
Bronson, the Company has not obtained any "key man" life insurance on his life.
The loss of the services of Mr. Bronson could have a material adverse effect on
the Company's ability to successfully achieve its business objectives. If
additional personnel are required, there can be no assurance that the Company
will be able to retain such necessary additional personnel.

Mr. Bronson Has Effective Control of the Company's Affairs

     Mr. Bronson beneficially owns and controls 587,147 shares of common stock
of the Company, including options to purchase 177,500 shares of common stock,
representing approximately 66.4% of the issued and outstanding shares of common
stock and approximately 66.4% of the voting power of the issued and outstanding
shares of common stock of the Company. In the election of directors,
stockholders are not entitled to cumulate their votes for nominees. Accordingly,
as a practical matter, Mr. Bronson may be able to elect all of the Company's
directors and otherwise direct the affairs of the Company.

There Exist Conflicts of Interest
Relating to Mr. Bronson's Time Commitment to the Company

     Mr. Bronson is not required to commit his full time to the affairs of the
Company. Mr. Bronson will have conflicts of interest in allocating management
time among various business activities. As a result, the consummation of an
Acquisition may require a greater period of time than if Mr. Bronson devoted his
full time to the Company's affairs. However, Mr. Bronson will devote such time
as he deems reasonably necessary to carry out the business and affairs of the
Company, including the evaluation of potential Targets and the negotiation and
consummation of Acquisitions and, as a result, the amount of time devoted to the
business and affairs of the Company may vary significantly depending upon, among
other things, whether the Company has identified a Target or is engaged in
active negotiation and consummation of an Acquisition.


                                        7
<PAGE>

There Exist Risks to Stockholders Relating to Dilution:
Authorization of Additional Securities and
Reduction of Percentage Share Ownership Following Merger

     The Company's Certificate of Incorporation authorizes the issuance of
5,000,000 shares of common stock. As of March 21, 2001 the Company had
approximately 707,128 shares of common stock issued and outstanding and
approximately 4,292,872 authorized but unissued shares of common stock available
for issuance. Although the Company has no commitments as of this date to issue
its securities, the Company will, in all likelihood, issue a substantial number
of additional shares in connection with or following an Acquisition. To the
extent that additional shares of common stock are issued, the Company's
stockholders would experience dilution of their ownership interests in the
Company. Additionally, if the Company issues a substantial number of shares of
common stock in connection with or following an Acquisition, a change in control
of the Company may occur which may affect, among other things, the Company's
ability to utilize net operating loss carry forwards, if any. Furthermore, the
issuance of a substantial number of shares of common stock may adversely affect
prevailing market prices, if any, for the common stock and could impair the
Company's ability to raise additional capital through the sale of its equity
securities. The Company may use consultants and other third parties providing
goods and services. These consultants or third parties may be paid in cash,
stock, options or other securities of the Company. The Company may in the future
need to raise additional funds by selling securities of the Company which may
involve substantial additional dilution to the investors.

The Company is Authorized to Issue Preferred Stock

         BMA's Articles of Incorporation authorizes the designation and issuance
of 1,000,000 shares of preferred stock (the "Preferred Stock"), with such
designations, powers, preferences, rights, qualifications, limitations and
restrictions of such series as the Board, subject to the laws of the State of
Colorado, may determine from time to time. Accordingly, the Board is empowered,
without stockholder approval, to designate and issue Preferred Stock with
dividend, liquidation, conversion, voting or other rights which could adversely
affect the voting power or other rights of the holders of Common Stock. In
addition, the Preferred Stock could be utilized, under certain circumstances, as
a method of discouraging, delaying or preventing a change our control. Although
we do not currently intend to designate or issue any shares of Preferred Stock,
there can be no assurance that we will not do so in the future. It is likely
however, that following a merger, new management may issue such preferred stock,
and it is possible that one or more series of preferred stock will be designated
and/or issued in order to effectuate a merger or financing. As of this date, we
have no outstanding shares of Preferred Stock and we have not designated the
rights or preferences of any series of preferred stock.



                                        8
<PAGE>

The Uncertain Structure of an Acquisition May
Result in Risks Relating to the Market for the Company's Common Stock
---------------------------------------------------------------------

     The Company may form one or more subsidiary entities to effect an
Acquisition and may, under certain circumstances, distribute the securities of
subsidiaries to the stockholders of the Company. There cannot be any assurance
that a market would develop for the securities of any subsidiary distributed to
stockholders or, if it did, any assurance as to the prices at which such
securities might trade.

The Company Expects to Pay No Cash Dividends

     The Company presently does not expect to pay dividends. The payment of
dividends, if any, will be contingent upon the Company's revenues and earnings,
if any, capital requirements, and general financial condition. The payment of
any dividends will be within the discretion of the Company's then Board of
Directors. The Company presently intends to retain all earnings, if any, to
implement its business plan, accordingly, the Board does not anticipate
declaring any dividends in the foreseeable future.

Indemnification of Officers and Directors

     The Company's Certificate of Incorporation provides for the indemnification
of its officers and directors to the fullest extent permitted by the laws of the
State of Colorado. It is possible that the indemnification obligations imposed
under these provisions could result in a charge against the Company's earnings
and thereby affect the availability of funds for other uses by the Company.

Taxation Considerations May Impact the
Structure of an Acquisition and Post-Acquisition Liabilities

     Federal and state tax consequences will, in all likelihood, be major
considerations for the Company in consummating an Acquisition. The structure of
an Acquisition or the distribution of securities to stockholders may result in
taxation of the Company, the Target or stockholders. Typically, these
transactions may be structured to result in tax-free treatment to both
companies, pursuant to various federal and state tax provisions. The Company
intends to structure any Acquisition so as to minimize the federal and state tax
consequences to both the Company and the Target. Management cannot assure that
an Acquisition will meet the statutory requirements for a tax-free
reorganization, or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes, which may have an adverse
effect on both parties to the transaction.

The Company May Be Deemed an Investment
Company and Subjected to Related Restrictions

     The regulatory scope of the Investment Company Act of 1940, as amended (the
"Investment Company Act"), which was enacted principally for the purpose of
regulating vehicles for pooled investments in securities, extends generally to
companies engaged primarily in the business of investing, reinvesting, owning,
holding or trading in securities. The Investment Company Act may, however, also

                                        9
<PAGE>

be deemed to be applicable to a company which does not intend to be
characterized as an investment company but which, nevertheless, engages in
activities which may be deemed to be within the definitional scope of certain
provisions of the Investment Company Act. The Company believes that its
anticipated principal activities, which will involve acquiring control of an
operating company, will not subject the Company to regulation under the
Investment Company Act. Nevertheless, there can be no assurance that the Company
will not be deemed to be an investment company. If the Company is deemed to be
an investment company, the Company may become subject to certain restrictions
relating to the Company's activities, including restrictions on the nature of
its investments and the issuance of securities. In addition, the Investment
Company Act imposes certain requirements on companies deemed to be within its
regulatory scope, including registration as an investment company, adoption of a
specific form of corporate structure and compliance with certain burdensome
reporting, record keeping, voting, proxy, disclosure and other rules and
regulations. In the event of the characterization of the Company as an
investment company, the failure by the Company to satisfy such regulatory
requirements, whether on a timely basis or at all, would, under certain
circumstances, have a material adverse effect on the Company.

You Should Not Rely on Forward-Looking
Statements Because They Are Inherently Uncertain

     This document contains certain forward looking statements that involve
risks and uncertainties. We use words such as "anticipate," "believe," "expect,"
"future," "intend," "plan," and similar expressions to identify forward-looking
statements. These statements are only predictions. Although we believe that the
expectations reflected in these forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. You should not place undue reliance on these forward-looking
statements, which apply only as of the date of this document. Our actual results
could differ materially from those anticipated in these forward-looking
statements for many reasons, including the risks faced by us and described on
the preceding pages and elsewhere in this document.

     We believe it is important to communicate our expectations to our
investors. However, there may be events in the future that we are not able to
predict accurately or over which we have no control. The risk factors listed
above, as well as any cautionary language in this document, provide examples of
risks, uncertainties and events that may cause our actual results to differ
materially from the expectations we describe in our forward-looking statements.
Before you invest in our common stock, you should be aware that the occurrence
of the events described in these risk factors and elsewhere in this document
could have a material adverse effect on our business, operating results,
financial condition and stock price.



                                       10
<PAGE>

ITEM 2. PROPERTIES

        The Company currently utilizes a portion of the premises occupied by the
President of the Company, as its corporate office and is also provided with
certain administrative services by the President of the Company, at no charge to
the Company. BMA's corporate office is located at 10 South Street, Suite 202,
Ridgefield, Connecticut 06877. Since April 2000, the Company has not paid any
rent.

        Prior to the completion of the JOT Transaction, the Company's combined
office and production space totaled approximately 9,040 square feet as to which
the Company had a monthly rental obligation of approximately $4,300 through the
expiration of the lease on February 29, 2000. As a result of the completion of
the JOT Transaction, JOT assumed all liabilities under that lease. From the
completion of the JOT Transaction until March 31, 2000, the Company subleased
one office located in Denver, Colorado, for $400 per month on a month-to-month
basis.


ITEM 3. LEGAL PROCEEDINGS

      There are no pending legal proceedings to which the Company is a party or
of which any of its property is the subject as of the date of this report and
there were no such proceedings during the fiscal years ended December 31, 2000,
or December 31, 1999, or subsequently.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No matter was submitted to a vote of the Company's security holders during
the fourth quarter of the year ended December 31, 2000.




                                       11
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         (a) MARKET INFORMATION. The Company's common stock is quoted on the OTC
(Over-The-Counter) Bulletin Board and traded under the symbol ("BMAI"). Prior to
the completion of the JOT Transaction, on March 9, 1999, the Company traded
under the symbol ("OZOA"). The following table shows the range of high and low
closing bid quotations of the Company's common stock as traded in the OTC market
during the last two fiscal years.

                                    COMMON STOCK
         ------------------------------------------------------------------
         Year/Fiscal Period              High Bid ($)          Low Bid ($)
         ------------------              ------------          -----------
              2000
         First Quarter                      1.34375                0.625
         Second Quarter                     1.125                  0.75
         Third Quarter                      1.50                   1.125
         Fourth Quarter                     1.50                   1.00

              1999
         First Quarter                      1.00                   0.50
         Second Quarter                     0.75                   0.5625
         Third Quarter                      0.6875                 0.375
         Fourth Quarter                     0.75                   0.375

       The above quotations were reported by market makers in the stock and by
the National Quotation Bureau, LLC. The quotations represent prices between
dealers and do not include retail markups, markdowns, or commissions, and do not
necessarily represent prices at which actual transactions were or could have
been effected.

         (b) HOLDERS. As of March 23, 2001, the Company had approximately 665
holders of record of its $0.10 par value common stock.

         (c) DIVIDENDS. The Company has not declared cash dividends on its
common stock since its inception, and the Company does not anticipate paying any
dividends in the foreseeable future. There are no contractual restrictions on
the Company's ability to pay dividends.


ITEM 6. 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 will only
discuss the Company's present plan of operations.



                                       12
<PAGE>

         On March 25, 2000, Steven N. Bronson, a long time shareholder of the
Company, acquired a controlling interest in the Company, in a private
transaction (the "Stock Purchase Agreement"). In connection with the Stock
Purchase Agreement, effective March 25, 2000, all of the executive officers and
directors of the Company resigned, Mr. Bronson was appointed the President,
Secretary and Treasurer of the Company and Steven N. Bronson, Leonard Hagan, and
Kenneth S. Schwartz were appointed as directors of the Company.

         Following the closing of the Stock Purchase Agreement the Company
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. As such, since the closing of the Stock Purchase Agreement, the
Company has earned no revenues from operations.

         The Company's management is currently seeking to arrange for a merger,
acquisition, business combination or other arrangement by and between the
Company and a viable operating entity. The Company may attempt to do so using
its working capital or its authorized by unissued shares of common stock instead
of cash or debt. Any issuance of common stock or other equity interest in BMA
would dilute the ownership percentage of the Company's existing shareholders.
The Company has not identified a viable operating entity for a merger,
acquisition, business combination or other arrangement. 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 estate planning needs of principle
shareholders, creating a means for providing incentive stock options or similar
benefits to key employees, providing liquidity for all shareholders and other
factors.

Results of Operations

         During the year ended December 31, 2000 ("Fiscal 00"), the Company
earned no revenues from operation and generated interest income of $5,559,
compared to no revenues from continuing operations and interest income in the
amount of $13,132 for the year ended December 31, 1999 ("Fiscal 99").

         During Fiscal 00, the Company incurred expenses of $113,959, a decrease
of $49,925 compared to expenses of $163,884 for Fiscal 99. The decrease was due
primarily to the discontinuation BMA's historical operations.


                                       13
<PAGE>

         For Fiscal 00 the Company incurred a net loss of $108,400 compared to
reporting net income of $552,437 for Fiscal 99. The net income reported in
Fiscal 99 was generated by the JOT Transaction.

Liquidity and Capital Resources

         During Fiscal 00, the Company satisfied its working capital needs from
cash on hand at the beginning of the year and cash generated from interest
income during the year. As of December 31, 2000, the Company had working capital
of $360,741. While this working capital will satisfy the Company's immediate
financial needs, it may not be sufficient to provide the Company with sufficient
capital to finance a merger, acquisition or business combination between the
Company and a viable operating entity. The Company may need additional funds in
order to complete a merger, acquisition or business combination between the
Company and a viable operating entity. There can be no assurances that the
Company will be able to obtain additional funds if and when needed.

         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.

     Consequently, the Company's current financial condition continues to be
entirely dependent upon management's ability to successfully arrange for a
merger, acquisition or other arrangement by and between the Company and a viable
operating entity.

ITEM 7.  FINANCIAL STATEMENTS

     See Financial Statements on pages F-1 through F-15.

ITEM 8.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

     None.


                                       14
<PAGE>

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     The following table sets forth the name, age and position of each of our
directors, executive officers and significant employees as of December 31,2000.
Each director will hold office until the next annual meeting of our stockholders
or until his or her successor has been elected and qualified. Our executive
officers are appointed by, and serve at the discretion of, the Board of
Directors.

Name                          Age     Position
------------------           -----    --------------------
Steven N. Bronson              35     Chairman, Chief Executive Officer and
                                      President
Leonard Hagan                  48     Director
Dr. Kenneth S. Schwartz        45     Director
  .
     Steven N. Bronson has served as a director of the Company since March 25,
2000. Mr. Bronson is also the President of Catalyst Financial LLC, a privately
held full service securities brokerage and investment banking firm. During the
period of 1991 through September 23, 1998, Mr. Bronson was the Co-Founder and
President of Barber & Bronson Incorporated, a full service securities brokerage
and investment banking firm. In addition, Mr. Bronson is an officer and director
of 4net Software, Inc., a publicly traded corporation.

     Leonard Hagan has served as a director of the Company since March 25, 2000.
Mr. Hagan is a certified public accountant and for the past eight years has been
a partner at Hagan & Burns CPA's, PC in New York. Mr. Hagan received a Bachelors
of Arts degree in Economics from Ithaca College in 1974, and earned his Masters
of Business Administration degree from Cornell University in 1976. Mr. Hagan is
registered as the Financial and Operations Principal for the following
broker-dealers registered with the Securities and Exchange Commission: Adelphia
Capital LLC, Magna Securities Corp. and Perez & Associates, LLC. Mr. Hagan is
also a director of 4net Software, Inc., a publicly traded corporation.

     Dr. Kenneth S. Schwartz has served as a director of the Company since March
25, 2000. Dr. Schwartz has been self-employed as a dentist in New York, New
York. Dr. Schwartz received his Bachelor of Sciences from Brooklyn College in
1977 and earned his D.D.S. from New York University College of Dentistry in
1982.

     No director, executive officer, promoter or control person of the Company
has, within the last five years: (i) had a bankruptcy petition filed by or
against any business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that
time; (ii) been convicted in a criminal proceeding or is currently subject to a
pending criminal proceeding (excluding traffic violations or similar
misdemeanors); (iii) been subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; (iv) been found by a court of competent jurisdiction (in a
civil action), the Securities and Exchange Commission (the "Commission") or the
Commodity Futures Trading Commission to have violated a federal or state

                                       15
<PAGE>

securities or commodities law, and the judgment has not been reversed, suspended
or vacated. There are no family relationships among any directors and executive
officers of the Company.

Committees of the Board of Directors

     During fiscal 2000, the Board of Directors held 2 meetings and took action
on 2 occasions by unanimous consent of the Board of Directors. In view of the
Company's lack of operations, the Board of Directors does not have any
Committees. During fiscal 2000, all of the directors then in office attended
100% of the total number of meetings of the Board of Directors and the
Committees of the Board of Directors on which they served.

Section 16(a) Beneficial Ownership Compliance

     Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10% of a registered class of
the Company's equity securities, to file with the SEC initial reports of
ownership and reports of changes in ownership of common stock and other equity
securities of the Company. Officers, directors and greater than 10% shareholders
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file.

     To the Company's knowledge, based solely upon a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the year ended December 31, 2000, all Section
16(a) filing requirements applicable to its officers, directors and greater than
10% beneficial owners were complied with, except that the following form was
filed late: Dr. Kenneth Schwartz - Form 3.


ITEM 10.  EXECUTIVE COMPENSATION.

Summary Compensation Table(1)

     The following summary compensation table sets forth information concerning
the annual and long-term compensation earned by our chief executive officer and
each of the other most highly compensated executive officers (collectively, the
"Named Executive Officers").

<TABLE>
<CAPTION>
Name/Position           Fiscal year   Annual Salary       Stock Grants     Option Grants
-------------           -----------   -------------       ------------     -------------
<S>                        <C>          <C>                 <C>               <C>
Steven N. Bronson
   CEO and President       2000         $48,000(2)             0                0
                           1999            0                   0                0
                           1998            0                   0                0

David J. Wolinski(2)       2000            0                   0                0
                           1999         $18,000                0                0
                           1998         $48,000             $4,050              0

Alvin L. Katz(3)           2000            0                   0                0
                           1999            0                   0                0
                           1998            0                   0                0
</TABLE>


                                       16
<PAGE>

----------------------
(1) The Columns designated by the SEC for the reporting of certain bonuses, long
term compensation, including awards of restricted stock, long term incentive
plan payouts, and all other compensation have been eliminated as no such
bonuses, awards, payouts, grants or compensation were awarded during any fiscal
year covered by the table.

(2) On May 5, 2000, the Board of Directors authorized the issuance of 64,000
shares of BMA common stock (valued at $.75 per share on the date of issuance) to
its President, in lieu of the President's annual salary of $48,000, for services
rendered to the Company for the period of March 25, 2000 through March 24, 2001.

(3) David J. Wolenski resigned as CEO on November 1, 1999, the salary shown is
for the first ten months of the year.

(4) Alvin L. Katz became CEO on November 1, 1999. Mr. Katz was paid no salary
during the years ended December 31, 2000 and December 31, 1999. Mr. Katz
resigned his position with the Company on March 25, 2000.


         Other Plans. The Company does not currently have any bonus, profit
sharing, pension, retirement, stock option, stock purchase, or other
remuneration or incentive plans in effect.

      Long Term Incentive Plan. The Company has no long-term incentive
plan.


Compensation of Directors

     In fiscal year 2000, no cash compensation was paid to our directors for
their services as directors.

Employment Contracts

     The Company has not entered into any Employment Agreements. However, Steven
N. Bronson the Chairman, CEO and President of the Company receives an annual
salary of $48,000 for the period of March 25, 2000 through March 24, 2001. Other
than Mr. Bronson, the Company does not have any employees. On May 5, 2000, the
Board of Directors authorized the issuance of 64,000 shares of BMA common stock
(valued at $.75 per share on the date of issuance) to compensate Mr. Bronson, in
lieu of his annual salary of $48,000.

Name                  Title                 Salary/Year           Term
----                  -----                 -----------           ----
Steven N. Bronson     CEO & President         $48,000            1 year



                                       17
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN
          BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth as of March 23, 2001, certain information
regarding the beneficial ownership of the common stock outstanding by (i) each
person who is known to the Company to own 5% or more of the common stock, (ii)
each director of the Company, (iii) certain executive officers of the Company
and (iv) all executive officers and directors of the Company as a group. Unless
otherwise indicated, each of the stockholders shown in the table below has sole
voting and investment power with respect to the shares beneficially owned.
Unless otherwise indicated, the address of each person named in the table below
is c/o Bio-Medical Automation, Inc., 10 South Street, Suite 202, Ridgefield,
Connecticut 06877.

                                                        Number of      Percent
Name and Address                 Company Position      Shares owned    of class
----------------                 ----------------      ------------    --------
Steven N. Bronson                Chairman, CEO          587,147(2)(3)    66.4%
                                 and President

Dr. Kenneth S. Schwartz          Director                17,500(4)        2.5%

Leonard Hagan                    Director                     0             0

All directors and executive officers
as a group (3 persons)                                  604,647          68.4%

--------------
(1) As used in this table, a beneficial owner of a security includes any person
who, directly or indirectly, through contract, arrangement, understanding,
relationship or otherwise has or shares (a) the power to vote, or direct the
voting of, such security or (b) investment power which includes the power to
dispose, or to direct the disposition of, such security. In addition, a person
is deemed to be the beneficial owner of a security if that person has the right
to acquire beneficial ownership of such security within 60 days.

(2) Includes options and warrants to purchase 177,500 shares of BMA common stock
at exercise prices ranging at $.75 per share to $1.25 per share. These options
and warrants are set to expire between April 1, 2001 and February 15, 2003.

(3) This amount does not include 30,000 shares of BMA common stock owned by Mr.
Bronson's spouse. Mr. Bronson expressly disclaims beneficial ownership of the
shares owned by his spouse.

(4) These shares are owned by Dr. Schwartz's spouse, and Dr. Schwartz expressly
disclaims beneficial ownership of the shares owned by his spouse.




                                       18
<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Steven N. Bronson is the President of Catalyst Financial LLC f/k/a Catalyst
Financial Corp. ("Catalyst"), a full service securities brokerage and investment
banking firm. Since March 25, 1999, the Company has utilized a portion of the
premises occupied by Catalyst as its executive offices. Due to the reduced level
of the Company's operations, Catalyst has, until further notice, waived the
payment of rent by the Company. No rent was paid by the Company to Catalyst
during the fiscal year ended December 31, 2000.

     In June 1998, the Company entered into an investment banking agreement with
Catalyst. At the time the Company entered into the agreement with Catalyst,
Steven N. Bronson who owned more than 10% of the Company's outstanding stock,
was also affiliated with Catalyst. It was the Company's intention to use
Catalyst as its primary advisor in its efforts to facilitate its restructuring.
Catalyst assigned this contract to CapitaLink in early 1999. Mr. Bronson had no
interest in CapitaLink. In connection with sale of substantially all of the
Company assets to JOT Automation, Inc. ("JOT"), BMA paid CapitaLink a fee of
approximately $40,000 for advisory services. As a result of the completion of
the transaction with JOT, the agreement with CapitaLink expired.

     While the Company currently has no agreements with Catalyst, the Company
has engaged in discussions with Catalyst to provide consulting and other
services relating to the business of the Company and financial advisory services
relating to mergers, acquisitions and capital raising for 4networld and its
subsidiaries and to assist the Company with strategic business planning. In the
event the Company enters into a consulting and/or financial advisory agreement
with Catalyst, the Company may pay Catalyst a monthly retainer and/or a
transaction fee based on the total value of the merger, acquisition or capital
raising which Catalyst directly or indirectly identifies, introduces or
negotiates for the Company or its subsidiaries and which is thereafter
consummated by the parties.

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) FINANCIAL STATEMENTS:

         Independent Auditors' Report

         Balance Sheet--As of December 31, 2000

         Statements of Operations--Years Ended December 31, 1999, and 2000

         Statements of Stockholders' Equity--Years Ended December 31, 1999,
           and 2000

         Statements of Cash Flows for the Years Ended December 31, 1999,
           and 2000

         Notes to Financial Statements



                                       19
<PAGE>

     (b) 8-K REPORTS:

         No Current Reports on Form 8-K were filed by the Company during the
fourth quarter of the year ended December 31, 2000.

     (c) EXHIBITS:

         3.1      Articles of Incorporation, incorporated by reference to
                  Registration Statement No. 33-13074-D as Exhibit 3.1

         3.2      Amended Bylaws adopted June 1, 1987, incorporated by reference
                  to Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1987 as Exhibit 3.2.

         3.4      Articles of Amendment to Restated Articles of Incorporation
                  dated March 7, 1991. Incorporated by reference to Annual
                  Report on Form 10-K for fiscal year ended December 31, 1990 as
                  Exhibit 3.4.

         3.5      Articles of Amendment to Restated Articles of Incorporation
                  dated March 17, 1999, incorporated by reference to Form 8-K
                  reporting an event of March 9, 1999.

         10.1     OEM Purchase Agreement dated January 15, 1990, between the
                  Company and Ariel Electronics, Inc. incorporated by reference
                  to Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1989 as Exhibit 10.16.

         10.2     Form of Convertible Promissory Note, 12/30/93 Private
                  Placement incorporated by reference to Annual Report on Form
                  10-KSB for the fiscal year ended December 31, 1993 as Exhibit
                  10.2.

         10.3     Form of Non-Convertible Promissory Note, 12/30/93 Private
                  Placement incorporated by reference to Annual Report on Form
                  10-KSB for the fiscal year ended December 31, 1993 as Exhibit
                  10.3.

         10.4     Form of Note Purchaser Warrant Agreement and Warrant, 12/30/93
                  Private Placement incorporated by reference to Annual Report
                  on Form 10-KSB for the fiscal year ended December 31, 1993 as
                  Exhibit 10.4.

         10.5     Form of Promissory Note, 4/1/96.

         10.6     Form of Security Agreement, 4/1/96.

         10.7     Form of Common Stock Purchase Warrant, 4/1/96.

         10.8     Form of Promissory Note, 7/1/96.

         10.9     Form of 4/1/96 Promissory Note Extension, 10/17/96.

         10.10    Form of Common Stock Purchase Warrant, 10/10/96.

                                       20
<PAGE>

         10.11    Asset Purchase Agreement with JOT incorporated by reference to
                  Form 8-K reporting an event of November 4, 1998, and amendment
                  thereto incorporated by reference to Form 8-K reporting an
                  event of December 15, 1998

         10.12    Stock Purchase Agreement, between Bio-Medical Automation, Inc.
                  and Steven N. Bronson, incorporated by reference to the
                  Current Report on Form 8-K filed on April 6, 2000.


                                   SIGNATURES

             In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated: March 29, 2001


                                          BIO-MEDICAL AUTOMATION, INC.,
                                          a Colorado corporation


                                     By:  /s/ Steven N. Bronson
                                          ----------------------------
                                          Steven N. Bronson, CEO and President
                                          Principle Executive Officer as
                                          Registrant's duly authorized officer



     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:



/s/ Steven N. Bronson                     /s/ Kenneth Schwartz
---------------------------------         ----------------------------------
Steven N. Bronson                         Kenneth Schwartz
President, Chief Executive                Director
Officer and Chairman                      March 29, 2001
of the Board of Directors
Principal Executive Officer
March 29, 2001



/s/ Leonard Hagan
---------------------------------
Leonard Hagan
Director
March 29, 2001


                                       21
<PAGE>

                          BIO-MEDICAL AUTOMATION, INC.
                          (A Development Stage Company)
                          INDEX TO FINANCIAL STATEMENTS


                                                               PAGE

Independent Auditor's Report                                   F - 2

Balance Sheet
       December 31, 2000                                       F - 3

Statements of Operations
       Years Ended December 31, 1999 and 2000                  F - 4

Statements of Stockholders' Equity
       Years Ended December 31, 1999 and 2000                  F - 5

Statements of Cash Flows
       Years Ended December 31, 1999 and 2000         F - 6 -- F - 7

Notes to Financial Statements                         F - 8 -- F - 15


                                      F - 1
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Stockholders BIO-MEDICAL AUTOMATION, INC.


We have audited the accompanying balance sheet of Bio-Medical Automation, Inc.
(a development stage company) as of December 31, 2000 and the related statements
of operations, stockholders' equity, and cash flows for each of the two years in
the period ended December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bio-Medical Automation, Inc. as
of December 31, 2000 and the results of its operations and its cash flows for
each of the two years in the period ended December 31, 2000 in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed Note 2, the Company sold
substantively all of the assets and related operations of its operating segment
in 1999. These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainly.



                              Wheeler Wasoff, P.C.

Denver, Colorado
March 6, 2001

                                      F - 2
<PAGE>

                          BIO-MEDICAL AUTOMATION, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                DECEMBER 31, 2000


<TABLE>
<CAPTION>
<S>                                                                                <C>
                                     ASSETS

CURRENT ASSET
    Cash                                                                           $   360,741
                                                                                   -----------

                                                                                   $   360,741
                                                                                   ===========





                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable and accrued expenses                                          $     3,599
                                                                                   -----------

       Total Current Liabilities                                                         3,599
                                                                                   -----------


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                                        70,713
   Capital in excess of par value                                                    1,353,649
   Stock issued for deferred compensation                                              (11,000)
   Accumulated (deficit)                                                              (947,820)
   (Deficit) accumulated during the development stage                                 (108,400)
                                                                                   -----------

                                                                                       357,142

                                                                                   $   360,741
                                                                                   ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.

                                      F - 3
<PAGE>

                          BIO-MEDICAL AUTOMATION, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 1999 AND 2000

<TABLE>
<CAPTION>
                                                         1999         2000

<S>                                                   <C>          <C>
REVENUE
    Interest income                                   $  13,132    $   5,559
                                                      ---------    ---------

OPERATING EXPENSES
    General and administrative                          150,217       95,235
    Research and development                              9,653           --
    Interest                                              4,014           --
    Write off of patent                                      --       18,724
                                                      ---------    ---------

                                                        163,884      113,959
                                                      ---------    ---------

(LOSS) FROM CONTINUING OPERATIONS                      (150,752)    (108,400)
                                                      ---------    ---------

DISCONTINUED OPERATIONS
    Income from discontinued operations                  33,039           --
    Gain on sale of discontinued segment                640,150           --
                                                      ---------    ---------
                                                        673,189           --
    Income tax expense                                 (200,000)          --
    Tax benefit of net operating loss carry forward     200,000           --
                                                      ---------    ---------

NET INCOME FROM DISCONTINUED OPERATIONS                 673,189           --
                                                      ---------    ---------
NET INCOME (LOSS)                                     $ 522,437    $(108,400)
                                                      =========    =========

(LOSS) INCOME PER COMMON SHARE -
BASIC AND DILUTED
    Continuing operations                             $    (.23)   $    (.16)
    Discontinued operations                                1.04           --
                                                      ---------    ---------

NET INCOME (LOSS) PER COMMON SHARE                    $     .81    $    (.16)
                                                      =========    =========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
    OUTSTANDING
    Basic                                               643,133      684,461
                                                      =========    =========

    Diluted                                             644,132      684,461
                                                      =========    =========
</TABLE>

The accompanying notes are an integral part of the financial statements.

                                      F - 4
<PAGE>

                          BIO-MEDICAL AUTOMATION, INC.
                          (A Development Stage Company)
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                      YEARS ENDED DECEMBER 31, 199 AND 2000

<TABLE>
<CAPTION>
                                                                                                                          Deficit
                                                                                                                        Accumulated
                                                       Common Stock                                                       During
                                                                          Capital in Excess   Deferred    Accumulated   Development
                                                   Shares       Amount       of Par Value   Compensation    Deficit        Stage
                                                 -----------  -----------    -----------    ------------  -----------   -----------
<S>                                                  <C>      <C>            <C>            <C>           <C>           <C>
Balance, January 1, 1999                             643,160  $    64,316    $ 1,312,110    $        --   $(1,470,257)  $        --
Repurchase of common stock                               (32)          (3)           (61)            --
Net Income                                                --           --             --             --       522,437            --
                                                 -----------  -----------    -----------    -----------   -----------   -----------
Balance, December 31, 1999                           643,128       64,313      1,312,049             --      (947,820)           --
Issuance of common stock to officer for deferred
compensation, valued at $.75 per share                64,000        6,400         41,600        (48,000)           --            --
Deferred compensation earned                              --           --             --         37,000            --            --
Net (Loss)                                                --           --             --             --      (108,400)           --
                                                 -----------  -----------    -----------    -----------   -----------   -----------
Balance, December 31, 2000                           707,128  $    70,713    $ 1,353,649    $   (11,000)  $  (947,820)  $  (108,400)
                                                 ===========  ===========    ===========    ===========   ===========   ===========
</TABLE>

The accompanying notes are an integral part of the financial statements

                                      F - 5
<PAGE>

                          BIO-MEDICAL AUTOMATION, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 1999 AND 2000

<TABLE>
<CAPTION>
                                                             1999          2000
<S>                                                        <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income (loss)                                      $ 522,437    $(108,400)
    Adjustments to reconcile net income (loss)
       to net cash provided by operating activities
    Stock issuance for salary                                     --       37,000
    Write-off of patent                                           --       18,724
    Changes in assets and liabilities
       Increase in accounts payable and accrued expenses       3,807      (11,794)
    Discontinued Operations
       Operating cash (used)                                 (50,267)          --
       Gain on sale of discontinued segment                 (640,150)          --
       Depreciation & amortization                             7,929           --
                                                           ---------    ---------

    Net cash provided (used) by operating activities        (156,244)     (64,470)
                                                           ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
    Payments for patent costs                                 (6,190)          --
    Net proceeds from sale of discontinued operations        802,673           --
                                                           ---------    ---------

    Net cash (used) provided by investing activities         796,483           --
                                                           ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from officer loans                               40,000           --
    Payment of officer loans                                (129,830)          --
    Repayment of notes payable                              (130,000)          --
    Proceeds from short-term borrowings                       29,000           --
    Cash paid for common stock                                   (64)          --
    Debt repayments by discontinued operations               (32,284)          --
                                                           ---------    ---------

    Net cash (used) by financing activities                 (223,178)          --
                                                           ---------    ---------

NET INCREASE (DECREASE) IN CASH                              417,061      (64,470)

CASH, BEGINNING OF YEAR                                        8,150      425,211
                                                           ---------    ---------

CASH, END OF YEAR                                          $ 425,211    $ 360,741
                                                           =========    =========
</TABLE>

The accompanying notes are an integral part of the financial statements.

                                      F - 6
<PAGE>

                          BIO-MEDICAL AUTOMATION, INC.
                          (A Development Stage Company)
                      STATEMENTS OF CASH FLOWS (CONTINUED)
                     YEARS ENDED DECEMBER 31, 1999 AND 2000


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

The Company paid cash for interest on short and long-term debt of $9,705 and $0
during the years ended December 31, 1999 and 2000, respectively.

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

During the year ended December 31, 2000 the Company issued 64,000 shares of
common stock, valued at $48,000, to its President as salary for the period March
2000 to March 2001.









The accompanying notes are an integral part of the financial statements.

                                      F - 7
<PAGE>

                          BIO-MEDICAL AUTOMATION, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         ORGANIZATION

         Bio-Medical Automation, Inc. (the Company) was incorporated under the
         laws of the State of Colorado on October 13, 1983. The Company had been
         engaged in the design, manufacture and marketing of robotic
         workstations for the electronics industry, including routing and
         depaneling workstations predominately to entities in North America and
         the Pacific Rim. In November 1998 the Company entered into an Asset
         Purchase Agreement (the "JOT Agreement") with JOT Automation, Inc.
         (JOT) a wholly owned Texas subsidiary of JOT Automation Group OYJ, a
         Finnish corporation. Pursuant to the agreement, the Company sold JOT
         all of its assets relating to its depaneling and routing business in
         exchange for $920,000 and the assumption of the operating liabilities
         related to the Company's business assets. The sale was completed on
         March 9, 1999. Accordingly, the Company's historical operations related
         to the assets sold to JOT are considered to be "discontinued
         operations" for financial statement purposes. (See Note 3.)

         Subsequent to the sale to JOT, the Company's sole continuing operation
         was the continuation of research and development activities on a
         prototype micro-robotic device to manipulate organ tissues on an
         extremely small scale. The Company had filed for a patent application
         for the device. As of December 31, 1999 the Company's research and
         development activities for the device were suspended, pending
         assessment of the economic benefit of continuing research and
         development activities or sale of the patent, as well as assessment of
         other corporate opportunities. In June 2000 the Company determined not
         to pursue further development or sale of the proto-type device and has
         written-off the associated patent costs.

         Commencing January 1, 2000 the Company is considered a development
         stage company as defined by Statement of Financial Accounting Standards
         (SFAS) No.7, as it has no principal operations nor revenue from any
         source.

         RESEARCH AND DEVELOPMENT

         Expenditures for the research and development of new products were
         charged to operations as they are incurred.

         INCOME TAXES

         The Company has adopted the provisions of SFAS No. 109, "Accounting for
         Income Taxes". SFAS No. 109 requires recognition of deferred tax
         liabilities and assets for the expected future tax consequences of
         events that have been included in the financial statements or tax
         returns. Under this method, the deferred tax liabilities and assets are
         determined based on the difference between the financial statement and
         tax basis of assets and liabilities using enacted tax rates in effect
         for the year in which the differences are expected to reverse.

         INCOME (LOSS) PER COMMON SHARE

         Basic income (loss) per common share is calculated by dividing net
         income (loss) by the weighted average number of common shares
         outstanding during the year. Diluted income per common share is
         calculated by adjusting outstanding shares, assuming conversion of all
         potentially dilutive convertible equity instruments consisting of
         warrants and options. There is no difference in the calculation of
         basic and diluted income per share for 1999. Convertible equity
         instruments are not considered in the calculation of loss per share for
         2000, as their inclusion would be antidilutive.

                                      F - 8
<PAGE>

                          BIO-MEDICAL AUTOMATION, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         CASH EQUIVALENTS

         For purposes of reporting cash flows, the Company considers as cash
         equivalents all highly liquid investments with a maturity of three
         months or less at the time of purchase. On occasion, the company has
         cash in banks in excess of federally insured amounts. At December 31,
         2000 there were no cash equivalents.

         USE OF ESTIMATES

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets and
         liabilities and disclosure of contingent assets and liabilities at the
         date of the financial statements and reported amounts of revenues and
         expenses during the reporting period. Actual results could differ from
         those estimates.

         SHARE BASED COMPENSATION

         In October 1995 SFAS No. 123, "Accounting for Stock-Based Compensation"
         was issued. This new standard defines a fair value based method of
         accounting for an employee stock option or similar equity instrument.
         This statement gives entities a choice of recognizing related
         compensation expense by adopting the new fair value method or to
         continue to measure compensation using the intrinsic value approach
         under Accounting Principles Board (APB) Opinion No. 25. The Company has
         elected to utilize APB No. 25 for measurement; and will, pursuant to
         SFAS No. 123, disclose supplementally the pro forma effects on net
         income and earnings per share of using the new measurement criteria.

         PATENT COSTS

         The Company had applied for a patent from the U.S. Patent Office for a
         micro-robotic device under development. The costs associated with
         obtaining this patent were capitalized and were to be amortized over
         the life of the patent of seventeen years upon issuance of the patent.

         The patent was the Company's sole asset of continuing operations. In
         1999 the Company incurred research and development costs associated
         with development of the micro-robotic device underlying the patent and
         has, as of December 31, 1999, continued to assess the economic benefit
         of continuing research and development activities or sale of the
         patent.

         In February 2000 the Company entered into an agreement with a
         shareholder which resulted in a change in control of the Company. The
         agreement specified that the Company owns certain intellectual property
         consisting of the patent application and a related Technology License
         Agreement. In June 2000 the Company decided not pursue further research
         and development or sale of the patent and has written-off the
         capitalized costs.

         The Company has adopted SFAS No. 121, "Accounting for the Impairment of
         Long-Lived Assets to be Disposed of", which requires that long-lived
         assets to be held and used be reviewed for impairment whenever events
         or changes in circumstances indicate that the carrying amount of an
         asset may not be recoverable. The adoption of SFAS No. 121 has not had
         an impact on the Company's financial statements.


                                      F - 9
<PAGE>

                          BIO-MEDICAL AUTOMATION, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         FAIR VALUE

         The carrying amount reported in the balance sheet for cash, accounts
         payable and accrued liabilities approximates fair value because of the
         immediate or short-term maturity of these financial instruments.

         CONCENTRATIONS OF CREDIT RISK

         Financial instruments which potentially subject the Company to
         concentrations of credit risk consist principally of cash. The Company
         maintains cash accounts at one financial institution. The Company
         periodically evaluates the credit worthiness of financial institutions,
         and maintains cash accounts only in large high quality financial
         institutions, thereby minimizing exposure for deposits in excess of
         federally insured amounts. At December 31, 2000 cash in excess of
         federally insured amounts was approximately $260,000.

         NEW TECHNICAL PRONOUNCEMENTS

         The Financial Accounting Standards Board has issued SFAS No. 138-
         "Accounting for Certain Derivative Instruments and Certain Hedging
         Authorities" effective for fiscal year beginning after June 15, 2000,
         and SFAS No. 139- "Rescission of SFAS No. 53," Adoption of SFAS No.
         138 is not expected to have an impact on the Company's financial
         statements, and SFAS No. 139 is not applicable to the Company.

         The following significant accounting policies are attributable to
         "discontinued operations:"

         INVENTORIES

         Inventories are stated at the lower of cost or market, with cost
         determined on a first-in, first-out basis.

         WARRANTY COSTS

         The Company provides a warranty on products sold for a period of one
         year from the date of sale. Estimated warranty costs are charged to
         cost of sales at the time of sale.

         PROPERTY AND EQUIPMENT

         Property and equipment is stated at cost. Depreciation and amortization
         of assets under capital lease is provided by use of the straight-line
         method over the estimated useful lives of the related assets of three
         to five years.

         Expenditures for replacements, renewals and betterments are
         capitalized. Maintenance and repairs are charged to operations as
         incurred.

         Depreciation expense and amortization of assets under capital lease of
         discontinued operations was $7,929 for the year ended December 31,
         1999.

                                     F - 10
<PAGE>

                          BIO-MEDICAL AUTOMATION, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 2 - BASIS OF ACCOUNTING

         The accompanying financial statements have been prepared on the basis
         of accounting principles applicable to a going concern which
         contemplates the realization of assets and extinguishment of
         liabilities in the normal course of business. As shown in the
         accompanying financial statements, the Company has accumulated a
         deficit of $947,820 through December 31, 1999 and has incurred a
         deficit since reentering the development stage effective January 1,
         2000 of $108,400. As discussed in Notes 1 and 3 the Company, in 1999,
         sold all of its assets relating to its historical line of business and
         abandoned, in 2000, its efforts in the research and development of a
         micro-robotic device. As of December 31, 2000 the Company has no
         principal operations or revenue producing activities. These factors
         indicate that the Company may be unable to continue in existence. The
         Company's financial statements do not include any adjustments related
         to the to the carrying value of assets or the amount and classification
         of liabilities that might be necessary should the Company be unable to
         continue in existence. The Company's ability to establish itself as a
         going concern is dependent on its ability to merge with another entity
         or acquire revenue producing activities.

NOTE 3 -      DISCONTINUED OPERATIONS

         As discussed in Note 1, in November 1998 the Company entered into the
         JOT Agreement for the sale of all of its assets relating to its
         depaneling and routing business. As part of the sale to JOT, JOT
         licensed certain technology back to the Company, in addition to the
         Company retaining the rights to a micro-robotic device. The
         shareholders of the Company, on March 1, 1999, approved the sale to JOT
         and approved the change of the Company's name to Bio-Medical
         Automation, Inc. (BMA). The Company has accounted for the sale to JOT
         of this reportable segment as discontinued operations.

         The operating results of the segment sold have been reported separately
         as discontinued operations in the accompanying 1999 statement of
         operations and consists of the following:

         Net sales                                              $ 525,465
         Cost of sales                                            323,509
                                                                ---------

         Gross profit                                             201,956
                                                                ---------

         Operating expenses
             General and administrative                            72,810
             Marketing and sales                                   75,615
             Research and development                              18,120
                                                                ---------

                                                                  166,545
         Other (expense) income
             Interest expense                                      (2,372)
                                                                ---------

         Income from discontinued operations                    $ 33,039
                                                                ========

         Gain on sale of discontinued segment                   $ 640,150
                                                                =========

                                     F - 11
<PAGE>

                          BIO-MEDICAL AUTOMATION, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 3 - DISCONTINUED OPERATIONS (CONTINUED)

         At December 31, 1998 the Company did not record any estimate for loss
         in disposition of assets or any costs associated with the sale, as the
         sale to JOT resulted in a gain to the Company which was realized in
         1999.

         In 1999 the reporting segment sold to JOT comprised all revenues
         generated by the Company. Revenues of $255,814 from sales of systems in
         1999 were exclusively in the United States.

NOTE 4 - STOCKHOLDERS' EQUITY

         COMMON STOCK

         In 1999 the Company repurchased 32 shares of common stock from a
         shareholder for $64 ($2.00 per share).

         In 2000 the Company issued 64,000 shares of common stock, valued at
         $48,000 ($.75 per share) to its President as compensation for services
         to be rendered to the Company for a one year period commencing March
         25, 2000. At December 31, 2000 deferred compensation related to the
         unearned portion of the shares issued was $11,000.

         WARRANTS

         At December 31, 2000 the Company had warrants outstanding to purchase
         shares of the Company's common stock as follows:

         o    100,000 shares at $1.00 per share, expiring April 1, 2001; issued
              in 1996 in conjunction with short-term borrowings.

         o    15,000 shares at $.75 per share, expiring October 1, 2001; issued
              in conjunction with granting an extension on the due date of
              short-term borrowings.

         The weighted average exercise price of warrants outstanding at December
         31, 2000 was $.97 per share.

         OPTIONS

         The status of outstanding options granted by the Company is as follows:

<TABLE>
<CAPTION>
                                                                 No.         Weighted Avg
                                                                 of         Exercise Price
                                                               Shares
<S>                                                           <C>               <C>
           Options Outstanding - January 1, 1999              145,000           $  1.15
                                    (132,500 exercisable)                       =======
           Granted in 1999                                          -
                                                              -------
           Options Outstanding - December 31, 1999            145,000           $  1.15
                                    (145,000 exercisable)                       =======
           Granted in 2000                                          -
                                                              -------
           Options Outstanding - December 31, 2000            145,000           $  1.15
                                     (145,000) excisable)     =======           =======
</TABLE>

                                     F - 12
<PAGE>

                          BIO-MEDICAL AUTOMATION, INC.
                          (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS.


NOTE 4 - STOCKHOLDERS' EQUITY(CONTINUED)

         The Company has adopted the disclosure-only provisions of SFAS No. 123.
         Had compensation cost for stock options issued in 1998, and vested in
         1999, been determined based on the fair value at the grant date
         consistent with the provisions of SFAS No. 123, the Company's net
         income and income per share for 1999 would have been as follows on a
         pro forma basis:


         Net income applicable to common stockholders - as reported    $ 522,437
                                                                       ---------
         Net income applicable to common stockholders -  proforma      $ 517,905
                                                                       ---------
         Income per share basic and diluted - as reported              $     .81
                                                                       ---------
         Income per share basic and diluted - proforma                 $     .80
                                                                       ---------

         The fair value of each option grant is estimated on the date of grant
         using the Black-Scholes option-pricing model with the following
         weighted-average assumptions used for grants: dividend yield of 0%;
         expected volatility of 15.83%; discount rate of 6.0%; and expected life
         of 5 years. No options were exercised or forfeited during 1999 or 2000.

         At December 31, 2000 the number of options exercisable was 145,000, the
         weighted average exercise price of these options was $1.15, the
         weighted average remaining contractual life of the options was 1.6
         years and the exercise price was $1.13 to $1.25 per share.

NOTE 5 - INCOME TAXES

         At December 31, 2000, the Company has net operating loss carryforwards
         totaling approximately $1,085,000 that may be offset against future
         taxable income through 2020 and research and development credits of
         approximately $69,000 through 2013. Due to the change in control of the
         Company in March 2000, the Company's ability to realize the tax
         benefits from the net operating losses and research and development
         credits prior to that date may be significantly limited.

         The Company has fully reserved the tax benefits of these operating
         losses and credits because the likelihood of realization of the tax
         benefits cannot be determined. These carryforwards and credits are
         subject to review by the Internal Revenue Service. The approximately
         $209,000 tax benefit of the loss carryforward has been offset by a
         valuation allowance of the same amount. Of the total tax benefit of the
         loss carry forward, $21,000 is applicable to 2000.

         Temporary differences between the time of reporting certain items for
         financial and tax reporting purposes, primarily from using different
         methods of reporting depreciation costs and warranty and vacation
         accruals, are not considered significant by management of the Company.

         There is no current or deferred tax expense for the years ended
         December 31, 1999 and 2000. The Company, in 1999, utilized net
         operating loss carryforwards to offset taxable income, and, in 2000 had
         no taxable income. The benefits of timing differences have not
         previously been recorded.

                                     F - 13
<PAGE>

                          BIO-MEDICAL AUTOMATION, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

NOTE 5 - INCOME TAXES (CONTINUED)

         A reconciliation between the statutory federal income tax rate (34%)
         and the effective rate of income tax expense for 1999 is as follows:

         Statutory federal income tax rate                     31%
         Increase (decrease) in taxes resulting from:
         State tax, net of federal benefit                      3
         Utilization of net operating loss carryforwards      (34)
                                                             ----
         Effective Rate                                         -%
                                                             ====

NOTE 6 - RELATED PARTY TRANSACTIONS

         In May 2000 the Board of Directors authorized the issuance of 64,000
         shares of common stock (valued at $.75 per share) to the President of
         the Company in leiu of a salary of $48,000. At December 31, 2000 the
         President had earned $37,000, and the balance of $11,000 is recorded as
         deferred compensation.

         In 2000 the Company paid its former President/ Director and its former
         Chief Financial Officer $11,919 for services provided to the Company
         prior to the change in control in March 2000.

         In 1999 the former President of the Company made advances to the
         Company of an aggregate $40,000. At completion of the sale to JOT the
         former President and a director of the Company were repaid an aggregate
         $129,380 of loans made to the company and $4,688 for interest due.

         In 1999 the Company paid its former President/Director and its former
         Chief Financial Officer an aggregate $46,000 for services provided to
         the Company subsequent to the sale to JOT in March 1999.

NOTE 7 - SEGMENT REPORTING

         In June 1997, SFAS No. 131, "Disclosure about Segments of an Enterprise
         and Related Information" was issued, which amends the requirements for
         a public enterprise to report financial and descriptive information
         about its reportable operating segments. Operating segments, as defined
         in the pronouncement, are components of an enterprise about which
         separate financial information is available that is evaluated regularly
         by the Company in deciding how to allocate resources and in assessing
         performance. The financial information is required to be reported on
         the basis that is used internally for evaluating segment performance
         and deciding how to allocate resources to segments. The Company has
         adopted SFAS No. 131 for the year ended December 31, 1998.

         In 1999 the Company had one reportable segment from continuing
         operations, research and development of a micro-robotic device. The
         Company had not earned any revenue from its research and development
         activities. At December 31, 1999 assets of $18,724 are attributable to
         this segment.

         The Company has no reportable segments at December 31, 2000.


                                     F - 14
<PAGE>

                          BIO-MEDICAL AUTOMATION, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 8 - NET INCOME PER SHARE

         The following represents a reconciliation from basic income per share
         to diluted income per share for 1999:

         Determination of shares
           Weighted average common shares outstanding               643,133
           Assumed conversion of stock options                          999
                                                                 ----------
           Diluted shares outstanding                               644,132
                                                                 ==========

         Basic income per common share                           $      .83
                                                                 ==========
         Diluted income per common share                         $      .83
                                                                 ==========

NOTES 9 - COMPREHENSIVE INCOME

         There are no adjustments necessary to net income (loss) as presented
         in the accompanying statements of operations to derive comprehensive
         income in accordance with SFAS No. 130, "Reporting Comprehensive
         Income".




                                      F -15