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U.S. SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
Commission File Number 0-25433
MRI MEDICAL DIAGNOSTICS, INC.
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(Exact name of small business issuer as specified in its charter)
Colorado 84-0682860
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 Hutton Centre Drive, Santa Ana California 92707
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(Address of principal executive offices) (Zip Code)
714-513-1234
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(Issuer's telephone number)
(not applicable)
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
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 [ ]
As of August 15, 2000 the Registrant had 38,416,828 shares of its common stock
issued and outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
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PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements.
MRI Medical Diagnostics, Inc.
Balance Sheet
June 30, 2000
(Unaudited)
2000
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Total Assets $ 0
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Accounts Payable $ 46,824
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Total Current Liabilities 46,824
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Stockholders' Equity
Common stock, no par value, 50,000,000
shares authorized, 8,600,657 shares
issued and outstanding
Preferred stock, no par value, 10,000,000
shares authorized, no shares issued. 1,559,930
Accumulated Deficit (1,606,754)
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Total Stockholders' Equity (46,824)
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Total Liabilities and Stockholders' Equity $ 0
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The accompanying notes are an integral part of these financial statements
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MRI MEDICAL DIAGNOSTICS, INC
STATEMENTS OF INCOME AND RETAINED EARNINGS
THREE MONTHS ENDED
JUNE 30,
(Unaudited)
2000 1999
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Revenues $ 0 $ 0
Expenses 24,675 0
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Net Income (24,675) 0
Accumulated deficit, beginning (1,582,079) (1,563,343)
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Accumulated deficit, ending $ (1,606,754) $ (1,563,343)
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Earnings per share $ 0 $ 0
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The accompanying notes are an integral part of these financial statements
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MRI MEDICAL DIAGNOSTICS, INC.
STATEMENT OF CASH FLOWS
THREE MONTHS ENDED
JUNE 30,
(Unaudited)
2000 1999
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CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (24,675) $ 0
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Increase in accounts payable 24,675 0
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NET CASH PROVIDED BY
OPERATING ACTIVITIES 0 0
CASH AT BEGINNING OF YEAR $ 0 $ 0
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CASH AT OF YEAR $ 0 $ 0
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The accompanying notes are an integral part of these financial statements
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MRI MEDICAL DIAGNOSTICS, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
(Unaudited)
Note A - Organization and Significant Accounting Policies
Nature of Business
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The Company was incorporated on November 12, 1971 as Sierra Resources,
Inc. and changed its name to Petro-Global, Inc. in May 1987 and to MRI Medical
Diagnostics, Inc. in February 1992. In July 1993, the Company and its wholly
owned subsidiaries each filed for bankruptcy in the Central District Court of
California. On November 7, 1995, the Court approved and declared effective a
reorganization plan for the Company, which went into effect on January 2, 1996.
As of June 30, 2000, the Company is not operating and is evaluating its options
as to the acquisition or merger with another company.
Taxes
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The Company owes taxes to the Franchise Tax Board of the State of
California. The minimum tax in the State of California for the privilege of
doing business within the State of California is $800 per year.
Note B - Subsequent Events
On July 31, 2000, HomeZipR.com, Corp. ("HomeZipR"), a Delaware
corporation, completed a reverse acquisition of the Company pursuant to which
the Company 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 Company's outstanding voting securities. The Company intends to effect a 1
for 18.85077263 reverse split (the "Reverse Split") of its common stock on or
about September 5, 2000. 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.
On July 31, 2000, concurrent with the closing of the Reorganization
described above, the Company acquired a division of Mortgage Capital Resource
Corporation in exchange for 320,463 shares of the Company's Series A Preferred
Stock. The acquired MCR Division is engaged in the business of securing home
equity and residential mortgages in several states across the nation.
In July 2000, the Company issued an aggregate of 2,700,000 shares of
its common stock to certain officers, directors and consultants for services
rendered during the years 1996 thorough June 2000.
In July 2000, the Company sold an aggregate of 812,500 shares of its
common stock to 2 accredited investors for an aggregate purchase price of
$32,500. The sale of such securities was exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) thereof and Rule 506 of
Regulation D promulgated thereunder and there was no underwriter involved in the
transaction.
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ITEM 2. PLAN OF OPERATION
OVERVIEW
The Company was incorporated on November 12, 1971 as Sierra Resources,
Inc. The Company changed its name to Petro-Global, Inc. in May 1987 and to MRI
Medical Diagnostics, Inc. in February 1992. In July 1993, the Company and its
wholly owned subsidiaries each filed for bankruptcy in the Central District
Court of California. On November 7, 1995, the Court approved and declared
effective a reorganization plan for the Company, which went into effect on
January 2, 1996. The Company was dormant and had no operations and generated no
revenue from 1996 through July 31, 2000. On July 31, 2000, the Company acquired
HomeZipR.com Corp. ("HomeZipR") and a division of Mortgage Capital Resource
Corporation (the "MCR Division"), both as described in Item 5 below.
PLAN OF OPERATION
HomeZipR, which the Company recently acquired, was recently formed for
the purpose of developing a consumer direct business that will use e-commerce as
a delivery mechanism dedicated to providing resources to homeowners. The
recently acquired MCR Division is engaged in the business of securing home
equity and residential mortgages in several states across the nation. Over the
course of the next 12 months, the Company intends to expand upon the MCR
Division's current operations, develop the HomeZipR.com web site, provide
additional home-related services and grow HomeZipR.com into a leading online
resource center for homeowners.
The Company requires a minimum of $2,000,000 over the next 12 months in
order to implement its business plan. The Company expects to fund its capital
requirements over the next 12 months through the sale of common stock or other
securities. However, the Company does not currently have any financing
commitments in place and there can be no assurances that the Company will be
able to obtain such financing, on commercially reasonable terms, or at all. A
failure to obtain such additional financing is likely to have an adverse effect
on the Company's operations.
ADDITIONAL INFORMATION
The Company is in the process of preparing audited financial statements
of HomeZipR and the MCR Division and pro forma financial information which gives
effect to the Company's acquisition of HomeZipR and the MCR Division. Such
statements and information will be filed with the Securities and Exchange
Commission within approximately 60 days as an amendment to the Company's Form
8-K which is being filed on or about the date hereof.
SAFE HARBOR
This report contains various forward-looking statements that are based
on the Company's beliefs as well as assumptions made by and information
currently available to the Company. When used in this report, the words
"believe," "expect," "anticipate," "estimate" and similar expressions are
intended to identify forward-looking statements. Such statements are subject to
certain risks, uncertainties and assumptions referred to herein, including,
without limitation, the early stage nature of the Company's operations and the
risks and uncertainties concerning the market acceptance of its services and
products; technological changes; increased competition; the Company's ability to
raise additional capital; and general economic conditions. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated,
or projected. The Company cautions potential investors not to place undue
reliance on any such forward-looking statements, all of which speak only as of
the date made.
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PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In July 2000, the Company issued an aggregate of 2,700,000 shares of
its common stock to certain officers, directors and consultants for services
rendered during the period from 1996 through June 2000. The sale of such
securities was exempt from registration under the Securities Act of 1933
pursuant to Section 4(2) thereof and Rule 506 of Regulation D promulgated
thereunder and there was no underwriter involved in the transaction.
In July 2000, the Company sold an aggregate of 812,500 shares of its
common stock to 2 accredited investors for an aggregate purchase price of
$32,500. The sale of such securities was exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) thereof and Rule 506 of
Regulation D promulgated thereunder and there was no underwriter involved in the
transaction.
In July 2000, the Company issued an aggregate of 22,393,671 shares of
its common stock and 5,000,000 shares of its Series A Preferred Stock to the 28
former shareholders of HomeZipR.com Corp. in exchange for all of the outstanding
shares of HomeZipR.com Corp. The sale of such securities was exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2) thereof
and Rule 506 of Regulation D promulgated thereunder and there was no underwriter
involved in the transaction.
In July 2000, the Company issued an aggregate of 320,463 shares of its
Series A Preferred Stock to Mortgage Capital Resource Corporation in
consideration for the purchase of a division of Mortgage Capital Resource
Corporation. The sale of such securities was exempt from registration under the
Securities Act of 1933 pursuant to Section 4(2) thereof and Rule 506 of
Regulation D promulgated thereunder and there was no underwriter involved in the
transaction.
ITEM 5. OTHER INFORMATION
(a) On July 31, 2000, HomeZipR.com, Corp. ("HomeZipR"), a Delaware
corporation, completed a reverse acquisition of the Company pursuant to which
the Company acquired all of the outstanding shares of HomeZipR's common stock in
exchange for 22,393,671 shares of the Company'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 Company's outstanding common stock and approximately 94% of its outstanding
preferred stock. Together, this accounts for approximately 90% of the Company's
outstanding voting securities. The Company intends to effect a 1 for 18.85077263
reverse split (the "Reverse Split") of its common stock on or about September 5,
2000. 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 Company. Javaid I.
Sheikh did not resign and remains a director of the Company.
(b) On July 31, 2000, concurrent with the closing of the Reorganization
described in (a) above, the Company acquired a division of Mortgage Capital
Resource Corporation in exchange for 320,463 shares of the Company'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 Company intends to
continue such operations.
(c) The Company expects that it will change its name to HomeZipR Corp.
in connection with the Reverse Split which is expected to take place on or about
September 5, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FROM 8-K.
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MRI Medical Diagnostics, Inc.
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(Registrant)
Dated: August 21, 2000 By /s/ Kenneth Ketner
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Kenneth Ketner, Chairman
Dated: August 21, 2000 By /s/ Mansour Heidari
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Mansour Heidari, Chief Financial Officer
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