SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 10 or 15(d) of the
Securities Exchange Act of 1934
JULY 15, 1997
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Date of Report (date of earliest event reported)
MRI MEDICAL DIAGNOSTICS, INC.
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(Exact Name of Registrant as Specified in its Charter)
COLORADO 0-8735 84-0682860
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
480 Camino Del Rio South #140
San Diego, California
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(Address of Principal Executive Offices
Including Zip Code)
(619) 718-6370
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(Registrant's telephone number,
including area code)
Item 1. Changes in Control of Registrant
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See Item 2
Item 2. Acquisition or Disposition of Assets
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On July 15, 1997, the Company approved the Agreement and Plan of
Reorganization with Alpine Herbs & Nutrition International, Inc.,
a Nevada Corporation ("Alpine"). The Agreement provided for the
acquisition of 100% of the common stock of Alpine for 4,000,000
post-split shares of the common stock of the Registrant.
The Agreement contains numerous representations, warranties and
covenants by both parties. A complete description of all
warranties, representations and covenants by both parties. A
complete description of all warranties, representations and
covenants are set forth in the Agreement included as an Exhibit
to this report.
Concurrent with the approval and closing of this Agreement, the
Board of Directors and Shareholders approved a five (5) to one
(1) share reverse split of its common stock and selected four (4)
new persons to the Board of Directors, Ronald C. Hibbard, Rod
Jones, Dr. Arnold Fox and Lou Lessor. Ronald C. Hibbard was
appointed the Registrant's new President and Chief Executive
Officer and Rod Jones Vice President and Secretary.
Item 3. Bankruptcy or Receivership
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N/A
Item 4. Changes in Registrant's Certifying Accountants
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N/A
Item 5. Other Events
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N/A
Item 6. Resignations of Registrant's Directors
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N/A
Item 7. Financial Statements and Exhibits
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(a) and (b) The pro forma financial information and audited
financial statements required by this Item will
be filed as an amendment to this Report no later
than sixty (60) days from the date of this
Report.
(c) Exhibits: Filed herewith pursuant to Reg. S-K Item 601 is
the following exhibit.
Exhibit No. Page Description
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10.1 5 Agreement and Plan of Reorganization dated
June 20, 1997 between the Registrant and
Alpine Herbs and Nutrition International, Inc.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
MRI Medical Diagnostics, Inc.
Dated: July 15, 1997 By: /s/ Rod Jones
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Rod Jones
Vice President