SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20429
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended June 30, 1999
Commission file Number 0-8735
MRI Medical Diagnostics, Inc.
(Exact name of registrant as specified in its charter)
Colorado 84-0682860
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
480 Camino Del Rio South, Suite 140
San Diego, California 92108
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (619) 718-6370
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class Name of each exchange on which registered
None None
Securities registered pursuant to Section (g) of the Act:
Common Stock, No Par Value Per Share
(Title of each class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes No X
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 if this chapter) is not contained
herein, and will not 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-K or any amendment to this Form
10-K. [X]
As of January 19, 2000, 8,600,657 shares of common stock were effectively
outstanding. The aggregate market value of the Registrant's free-trading
common stock (8,600,657 shares) held by non-affiliates on January 19, 2000
was approximately $301,023, based on the averaged bid and asked price of
the stock on January 19, 2000.
APPLICABLE ONLY TO CORPORATE REGISTRANTS: As of June 30, 1999, the
following shares of the Registrant's common stock were issued and outstanding:
Common Stock, no par value
MRI MEDICAL DIAGNOSTICS, INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1999
INDEX
PAGE
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)
Balance Sheets at June 30, 1998 and 1999 3
Statements of Income & Retained Earnings for
June 30, 1998 and 1999 4
Statements of Cash Flows for June 30, 1998 and 1999 5
Notes to Financial Statements 6
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings 8
ITEM 2. Changes in Securities 8
ITEM 3. Default Upon Senior Securities 8
ITEM 4. Submission of Matters to a Vote of Security Holders 8
ITEM 5. Other Information 8
ITEM 6. Exhibits and Reports on Form 8-K 8
SIGNATURES 9
MRI MEDICAL DIAGNOSTICS, INC.
BALANCE SHEETS
JUNE 30, 1999
1999 1998
Total Assets $ 0 $ 0
Total Current Liabilities $ 3,413 $ 3,413
Stockholders' Equity
Capitol Stock 1,559,930 1,559,930
Common, No Par Value
Authorized 50,000,000 Shares
Issued 12,500,657 Shares
Less: 3,900,000 (Alpine Herbs Cancellation)
= 8,600,657
Preferred, No Par Value
Authorized 10,000,000 Shares
Issued 0 Shares
Accumulated Deficit (1,563,343) (1,563,343)
Total Stockholders' Equity $ (3,413) $ (3,413)
Total Liabilities and
Stockholders' Equity $ 0 $ 0
MRI MEDICAL DIAGNOSTICS, INC.
STATEMENTS OF INCOME & RETAINED EARNINGS
JUNE 30, 1999
1999 1998
Revenues $ 0 $ 0
Expenses $ 0 $ 0
Net Income $ 0 $ 0
Accumulated deficit, beginning $(1,563,343) $(1,563,343)
Accumulated deficit, ending $(1,563,343) $(1,563,343)
Earnings per share $ 0 $ 0
MRI MEDICAL DIAGNOSTICS, INC.
STATEMENT OF CASH FLOWS
JUNE 30, 1999
1999 1998
Cash flow for year $ 0 $ 0
Cash at beginning of year $ 0 $ 0
Cash at end of year $ 0 $ 0
MRI MEDICAL DIAGNOSTICS, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998 AND 1999
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
The business of the Company in the past has consisted of the
acquisition, development and operation of outpatient medical diagnostic
imaging facilities. Currently, the Company is not operating and is
evaluating its options in the acquisition or merger with another Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
YEAR ENDED MARCH 31, 1998 COMPARED TO YEAR ENDED MARCH 31, 1999
The Company had no operation during the fiscal years ended March 31, 1998
and 1999.
THREE-MONTH PERIOD ENDED JUNE 30, 1998 COMPARED TO JUNE 30, 1999
The Company has had no operations during the three-month period ended June 30,
1998 and 1999.
Liquidity and Capital Resources
Pursuant to the Reorganization Plan, Tri-National Development Corporation,
a Wyoming corporation, obtained all of the stock of MRI Grand Terrace,
Inc., the Company's wholly owned subsidiary, in partial exchange of which
the bankruptcy estate is to receive 30% of the net proceeds of litigation
between MRI Grand Terrace, Inc., Tri-National Development Corporation and
Citizens Business Bank to which MRI Grand Terrace, Inc. would be entitled,
pending in the California Superior Court, San Bernardino County. On June
3, 1998, the Superior Court entered judgment in favor of MRI Grand Terrace,
Inc. and Tri-National Development Corporation in the approximate amount of
$5,000,000. The judgment is currently under appeal. See, "LEGAL
PROCEEDINGS" above. The Company continues to monitor the appeal, and hopes
to use any resulting proceeds in its efforts to locate a potential
purchaser or merger candidate. The Company has retained the services of
Intermountain Capital Corporation to seek such possible merger candidates
for the Company and to accomplish the sale, merger, exchange, capital
investment, loan, joint venture or such other transaction as is deemed
advisable subject to the approval of the Company's Board of Directors and
shareholders.
Year 2000
The company has not experienced any negative effects as a result of the
Year 2000 problem, and, because there are no current operations, does not
anticipate related difficulties over the next six months. There is no
assurance that any of the possible merger candidates that the Company has
or will approach will be Year 2000 compliant or that such candidates will
not experience Year 2000-related "glitches" over the next six months. As
part of its due diligence in locating potential candidates, the Company
will determine the Year 2000 compliance of each such candidate.
Forward-Looking Statements
Except for the historical statements and discussions contained herein,
statements contained in this report constitute "forward-looking
statements" as defined in the Securities Act of 1933 and the Securities
Exchange Act of 1934, as amended. These forward-looking statements rely on
a number of assumptions concerning future events, and are subject to a
number of risks and uncertainties and other factors, many of which are
outside the control of the Company, that could cause actual results to
differ materially from such statements.
Readers are cautioned not to put undue reliance on such forward-looking
statements, each of which speaks only as of the date hereof. Factors
and uncertainties that could affect the outcome of such forward-looking
statements include, among others, market and industry conditions, increased
competition, changes in governmental regulations, general economic
conditions, pricing pressures, and the Company's ability to continue its
growth and expand successfully into new markets and services. The
Company disclaims any intention or obligation to update publicly or revise
any forward-looking statements, whether as a result of new information,
future events or otherwise.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Bankruptcy Trustee continues to monitor application of the Company's
reorganization plan, specifically with respect to the collection of the
judgment rendered in favor of MRI Grand Terrace, Inc. and Tri-National
Development Corporation against Citizens Business Bank. Pursuant to the
Settlement Agreement approved by the Bankruptcy Court, the bankruptcy
estate is entitled to recover 30% of the net proceeds of any judgment
received by MRI Grand Terrace, Inc. rendered in the litigation. On August
17, 1998, Citizens Business Bank posted a $7.5 million bond and filed its
appeal on June 16, 1999 with the California Court of Appeals, San
Bernardino County. Due to the risk of reversal on appeal, the Company is
unable to estimate the proceeds, if any, that the bankruptcy estate may
recover on the judgment. Any amount recoverable by the bankruptcy estate
will be less attorney fees and any fees paid to the trustee.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit No.
- ------------
27.0 Financial Data Schedule
(b) Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
MRI Medical Diagnostics, Inc.
Dated: February 8, 2000 /s/Jacob J. Parker
----------------------------
Jacob J. Parker, M.D.
President
Dated: February 8, 2000 /s/William J. Piggott
----------------------------
William J. Piggott, M.D.
Executive Vice President
Dated: February 8, 2000 /s/Javaid I. Sheikh
----------------------------
Javaid I. Sheikh, M.D.
Executive Vice President