SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): JULY 31, 2000
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MRI MEDICAL DIAGNOSTICS, INC.
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(Exact name of registrant as specified in its charter)
COLORADO 000-08735 840682860
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3 HUTTON CENTRE DRIVE, SUITE 150, SANTA ANA, CALIFORNIA 92707
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 513-1234
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N/A
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) On July 31, 2000, HomeZipR.com, Corp. ("HomeZipR"), a Delaware
corporation, completed a reverse acquisition of the Registrant pursuant to which
the Registrant acquired all of the outstanding shares of HomeZipR's common stock
in exchange for 22,393,671 shares of the Registrant's common stock and 5,000,000
shares of its Series A Preferred Stock (the "Reorganization"). Following the
Reorganization, the former shareholders of HomeZipR owned approximately 42% of
the Registrant's outstanding common stock and approximately 94% of its
outstanding preferred stock. Together, this accounts for approximately 90% of
the Registrant's total outstanding voting power. The Registrant anticipates that
it will effect a 1 for 18.85077263 reverse split (the "Reverse Split") of its
common stock within approximately the next 60 days. After giving effect to the
Reverse Split, and assuming conversion of all of the outstanding Series A
Preferred Stock into common stock, the former HomeZipR shareholders will own
approximately 90% of the company's outstanding common stock.
In connection with the Reorganization, former directors William J.
Piggott and Jacob I. Parker resigned, and Kenneth C. Ketner, Kevin Bonds, Donald
Olsen and Thomas Deemer were appointed as directors of the Registrant. Javaid I.
Sheikh did not resign and remains a director of the Registrant.
(b) The table below sets forth certain information with respect to
beneficial ownership of the Registrant's stock as of July 31, 2000 by (i)
persons known by the Registrant to be the beneficial owners of more than five
percent of its issued and outstanding stock; (ii) each of the Registrant's
executive officers and directors; and (iii) all of the Registrant's officers and
directors as a group.
The information provided reflects projected ownership of the
Registrant's common stock assuming that all outstanding shares of Series A
Preferred Stock have been converted into common stock and the Reverse Split
described in Item 1(a) above has been effected. Accordingly, percentages are
computed using a denominator of 16,150,000 shares outstanding.
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES (1) PERCENT OF CLASS
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SFC West, Ltd. 4,226,783 (2) 15.7%
c/o International Management Services, Ltd.
Harbour Centre Building
Georgetown
Cayman Islands, British West Indies
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NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES (1) PERCENT OF CLASS
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Kenneth C. Ketner (Chairman and Director) 2,536,070 26.2%
3 Hutton Centre Drive, Suite 150
Santa Ana, CA 92707
Kevin Bonds (President and Director) 1,268,034 7.9%
1000 Parkwood Circle
Suite 500
Atlanta, Georgia 30339
Beverly Fleming (Executive Vice President and 140,893 *
Secretary)
3 Hutton Centre Drive, Suite 150
Santa Ana, CA 92707
Michael Barron (Executive Vice President) 845,357 5.2%
3 Hutton Centre Drive, Suite 150
Santa Ana, CA 92707
Donald Olsen (Director) 0 0
3 Hutton Centre Drive, Suite 150
Santa Ana, CA 92707
Thomas Deemer (Director) 140,893 *
3 Hutton Centre Drive, Suite 150
Santa Ana, CA 92707
Javaid Sheikh (Director) 161,429 1.0%
988 St. Joseph Avenue
Los Altos, CA 94024
Randy Bristol 1,972,499 12.2%
3223 Bob Cox Road
Marieta, GA 30064
Mortgage Capital Resource Corporation 850,000 5.2%
2038 Iowa Avenue
Suite 100
Riverside, California 92508
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NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES (1) PERCENT OF CLASS
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All officers and directors as a group (7 9,319,460 (3) 57.7%
persons)
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(1) Figures are approximate due to rounding
(2) Kenneth Ketner has voting control over the shares held by SFC
West, Ltd.
(3) Includes shares of SFC West, Ltd. over which Kenneth Ketner
has voting control.
* Less than one percent.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 31, 2000, concurrent with the closing of the Reorganization
described in Item 1 above, the Registrant acquired a division of Mortgage
Capital Resource Corporation in exchange for 320,463 shares of the Registrant's
Series A Preferred Stock. The acquired division is engaged in the business of
brokering home mortgage loans in the Atlanta, Georgia area, and the Registrant
intends to continue such operations.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On or about August 8, 2000, in connection with the Reorganization
described in Item 1(a), the Registrant dismissed Ludlow & Harrison, a CPA
corporation, as its independent public accountants and appointed Lesley, Thomas,
Schwarz & Postma, Inc., who were HomeZipR's independent public accountants, in
their place. Reports issued by Ludlow & Harrison for the fiscal years ended
March 31, 1999 and 2000 did not contain any adverse opinion or disclaimer of
opinion and were not qualified as to audit scope or accounting principles, nor
were there any material disagreements with the former accountants on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure during these years.
At the Registrant's request, Ludlow & Harrison has furnished the
Registrant with a letter addressed to the Securities and Exchange Commission
stating that Ludlow & Harrison agrees with the foregoing statements. That letter
is attached as an exhibit to this Report.
The Registrant engaged Lesley, Thomas, Schwarz & Postma, Inc. as its
new independent public accountants on or about August 8, 2000. The decision to
change accountants was approved by the Registrant's Board of Directors. The
Registrant did not consult with any other accounting firm regarding the
application of accounting principles to a specified transaction, either
contemplated or proposed, or the type of opinion that might be rendered
regarding our financial statements, nor did it consult with Lesley, Thomas with
respect to any accounting disagreement or any reportable event at any time prior
to their appointment as its independent public accountants.
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ITEM 5. OTHER EVENTS.
Within approximately the next 60 days, the Registrant expects to change
its name to HomeZipR Corp. and effect the Reverse Split described in Item 1(a)
above.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a)-(b) FINANCIAL STATEMENTS AND PRO FORMA FINANCIAL INFORMATION.
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The Registrant intends to file the required financial
statements and PRO FORMA financial information by way of an amendment to this
Form 8-K within 60 days of the date of filing of this Form.
(c) EXHIBITS.
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2.1 Securities Purchase Agreement and Plan of
Reorganization dated July 14, 2000.
2.2 Asset Purchase Agreement dated July 14, 2000.
16 Letter from Ludlow & Harrison, a CPA corporation,
regarding change in certifying accountants.
ITEM 8. CHANGE IN FISCAL YEAR.
On July 31, 2000, the Registrant elected to change its fiscal year end
from March 31 to October 31. The Registrant will file a report on Form 10-K
covering the transition period on or before January 29, 2001.
SIGNATURE
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.
(Registrant)
Date: August 22, 2000 By: /S/ KENNETH C. KETNER
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Kenneth C. Ketner, Chairman
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