ITEM 1. BUSINESS
The Registrant, MRI Medical Diagnostics, Inc., a Colorado corporation (the "Company"), was incorporated on November 12, 1971 as Sierra Resources, Inc. The Company changed its name to Petro-Global, Inc. on May 27, 1987, and to MRI Medical Diagnostics, Inc. on February 12, 1992 when, pursuant to a change of control, the Company redirected its business purposes to medical diagnostic imaging services. 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.
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 on that portion of any resulting judgment issued to MRI Grand Terrace, Inc. out of litigation between Tri-National Development Corporation and MRI Grand Terrace, Inc. against Citizens Business Bank, then Chino Valley Bank. On June 3, 1998, the California Superior Court of San Bernardino County entered a gross judgment in favor of Tri-National Development Corporation and MRI Grand Terrace, Inc. in the approximate amount of $5,000,000. Approximately $4,411,911 of the gross judgment was awarded to MRI Grand Terrace, Inc. The judgment is currently under appeal and, due to the risk of reversal, the Company is unable to estimate the amount of proceeds, if any, that the bankruptcy estate may receive. See, "LEGAL PROCEEDINGS" below. In the event of recovery on the judgment, the amount received by the Company will be less the amounts due the claimants in the bankruptcy proceedings and fees paid to the bankruptcy trustee. The Company is unable to determine the extent of such claims and fees at this time.
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 Company. The Agreement was later rescinded by mutual agreement of the parties and the share certificates for 3,900,000 shares issued were canceled on the Company's books with the understanding that the original certificates would be returned to the Company.
Current management has become aware that certificates for approximately 2,500,000 of the shares issued as part of the rescinded transaction with Alpine have not been submitted to the Company for cancellation. Management is in the process of trying to obtain these share certificates for cancellation. The Company has issued stop transfer instruction to its transfer agent to prohibit transfer of these shares. However, recent revisions to the Colorado Uniform Commercial Code may result in these instructions being treated as an adverse, third party claim, and the Company may be forced to obtain an injunction to prevent transfer of the shares. Should such an action be necessary, the holders of the certificates may be held liable to the Company for their bad faith retention of the certificates.
The Company has no current operations, and has retained the services of Intermountain Capital Corporation to seek 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.
On June 1, 2000, the Company received a Letter of Intent from a Delaware corporation, the terms of which would provide for the reverse acquisition of the Company through the acquisition of a majority interest in its common stock. The Letter of Intent has been signed on behalf of the Company; however, there can be no assurance as to if and when the contemplated transaction will be consummated. The parties are still in the due diligence phase of negotiations.
ITEM 2.
ITEM 2. PROPERTIES
Not Applicable.
ITEM 3.
ITEM 3. 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.
Current management has become aware that certificates for approximately 2,500,000 of the shares issued as part of the rescinded transaction with Alpine have not been submitted to the Company for cancellation. Management is in the process of trying to obtain these share certificates for cancellation. The Company has issued stop transfer instruction to its transfer agent to prohibit transfer of these shares. However, recent revisions to the Colorado Uniform Commercial Code may result in these instructions being treated as an adverse, third party claim, and the Company may be forced to obtain an injunction to prevent transfer of the shares. Should such an action be necessary, the holders of the certificates may be held liable to the Company for their bad faith retention of the certificates.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the fiscal year ended March 31, 2000.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The Company's common stock is currently traded on the Over-the-Counter Bulletin Board under the symbol "MMDI." Following is a statement of the high and low bid information for each full quarter since the Company's stock began trading on the OTC in September 1997, including the incomplete period ending June 6, 2000.
QUARTER HIGH LOW CLOSE 09/30/97 1/2 3/32 13/64 12/31/97 5/16 1/8 5/32 03/31/98 11/64 3/64 3/64 06/30/98 5/64 3/64 3/64 09/30/98 3/32 3/64 3/64 12/31/98 3/64 1/32 1/32 03/31/99 1/16 1/32 3/64 06/30/98 3/32 1/32 1/32 09/30/98 1/16 1/64 1/64 12/31/99 3/64 1/64 1/32 03/31/00 29/64 1/32 1/4 06/30/00 21/64 1/8 11/64
As of May 31, 2000, there were approximately 2,425 holders of record of the Common Stock.
The Company has not declared any cash dividends on its Common Stock since the Company's formation in November 1971.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The following selected historical financial data set forth below have been derived from, and are qualified by reference to (i) the audited Consolidated Financial Statements of the Company for the fiscal year ended March 31, 2000 as compared to the fiscal year ended March 31, 1999. The audited financial statements referred to above are included elsewhere herein. The selected financial data set forth below should be read in conjunction with, and are qualified by reference to, Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Financial Statements and accompanying notes included elsewhere herein.
FISCAL YEAR ENDED MARCH 31 1999 2000 ---- ---- Income Statement Data: Operating revenue (1) . . . . . . . . . . . $ 0 $ 0 Expenses. . . . . . . . . . . . . . . . . . Net Income. . . . . . . . . . . . . . . . . $ 0 $ 0 Accumulated deficit, beginning. . . . . . . $(1,563,343) $(1,582,079) Accumulated deficit, ending . . . . . . . . $(1,563,343) $(1,582,079) ----------- -----------
Earnings per share. . . . . . . . . $ 0 $ 0
Balance Sheet Data (at end of period): Total assets. . . . . . . . . . . . . . . . $ 0 $ 0 Total debt. . . . . . . . . . . . . . . . . $ 3,413 $ 22,149 Total Stockholders equity . . . . . . . . . $ (3,413) $ (22,149)
Other Financial Data: Cash flows. . . . . . . . . . . . . . . . . $ 0 $ (18,736)
(1) Currently, the Company has no operations and is evaluating its options in the acquisition by or merger with another Company.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
YEAR ENDED MARCH 31, 1999 COMPARED TO YEAR ENDED MARCH 31, 2000
The Company had no operation during the fiscal years ended March 31, 1999 and 2000.
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 few 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.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the Financial Statements contained in Part IV hereof.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Directors of the Company are elected annually by its shareholders to serve during the ensuing year or until a successor is duly elected and qualified. Executive officers of the Company are duly elected by its Board of Directors to serve until their respective successors are elected and qualified. The following table sets forth certain information with respect to the directors and executive officers of the Company.
NAME AGE POSITION OR OFFICE
Jacob J. Parker, M.D. 62 Director and Vice-President
William J. Piggott, M.D. 55 Director and Secretary
Javaid I. Sheikh 46 Director, President and Treasurer
JACOB J. PARKER, M.D. (62), Director and Vice-President of the Company since June 20, 2000. He held the office of President for the Company from March 4, 1998 until that date. Dr. Parker also serves as Vice-President of Medical Development for Tri-National Development Corporation, a reporting company, and has held that position he has held since 1996. Dr. Parker is currently Medical Director and Director of Radiology for several MRI centers and breast imaging centers in Northern California. He was previously Chief of Radiology and Nuclear Medicine at Ross General Hospital, Clinical Professor of Radiology at the University of California, Irvine, and Instructor of Radiology at the University of Southern California Medical Center from 1970 to 1988. Dr. Parker received his M.D. from the University of Manitoba, Canada in 1962.
WILLIAM J. PIGGOTT, M.D. (55), Director and Secretary of the Company since March 24, 1998. Dr. Piggott currently operates an international medical technology consulting firm, I.M.T.E.C., as a sole proprietorship. In the past, he has served with or been a member of the American Society of anesthesiologists, the California Society of Anesthesiologists, the California Medical Association and the San Diego County Medical Association. Dr. Piggott obtained his M.D. from the University of California at San Diego in 1972.
JAVAID IQBAL SHEIKH, M.D. (46), Director, President and Treasurer of the Company since June 20, 2000. He held the office of Vice-President from March 4, 1998 until appointed President on June 20, 2000. Dr. Sheikh is an associate professor of psychiatry at the Stanford University School of Medicine, a position he has held since 1993. At the University, Dr. Sheikh's research focuses on studying phenomenology, vulnerability factors, and psychiatric and medical comorbidity of panic disorder in old age, as well as treatment responses to medication in elders with panic disorder. Dr. Sheikh obtained his M.D. from King Edward Medical College in 1978.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
None of the executive officers listed in Item 10 received compensation for their services during the Company's fiscal year ended March 31, 2000. The Company is not bound by any employment agreement with past or present employees of the Company, and has no current employees other than the officers listed above.
DIRECTOR COMPENSATION
None of the directors listed in Item 10 above have received any compensation for their services as directors of the Company for the Company's fiscal year ended March 31, 2000.
OPTION PLANS
The Company does not currently maintain a stock option plan, employee stock purchase plan or any other employment compensation plan. Currently, there are no outstanding options to purchase MRI stock.
COMMITTEES
The Company does not currently have an executive compensation committee.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of shares of each class of the Company's capital stock beneficially owned as of May, 2000, by (i) each person known to the Company to be the beneficial owner of more than 5% of any class of the Company's equity securities, (ii) each of the Company's directors and nominees, and (iii) all directors and executive officers of the Company as a group.
TITLE NAME AND ADDRESS AMOUNT AND NATURE PERCENTAGE OF CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
No Par Value Jacob J. Parker 243,317 shares(2)(5) 0.178% Common Stock Director and Vice-President 333 Locust Ave. San Rafael, CA 94901
No Par Value William J. Piggott 151,785 shares(2) 0.1% Common Stock Director and Secretary 7833 Lower River Road Grants Pass, OR 97526
No Par Value Javaid I. Sheikh 160,068 shares(2) 0.12% Common Stock Director, President and Treasurer 988 St Joseph Ave, Los Altos, CA 94024
No Par Value Michael A. Sunstein 1,351,488 shares(1)(2) 9.86% Common Stock 480 Camino del Rio South Suite 140 San Diego, CA 92108
No Par Value Ronald C. Hibbard 1,720,000 shares(3)(4) 12.56% Common Stock 72-751 Jamie Way Rancho Mirage, CA 92270
No Par Value Jeanne M. Hibbard 1,560,000 shares(3)(4) 11.38% Common Stock 72-751 Jamie Way Rancho Mirage, CA 92270
No Par Value Rod Jones 1,000,000 shares(4) 7.3% 75-560 Mary Lane Indian Wells, CA 92210
No Par Value All directors and 555,170 shares 0.41% Common Stock officers as a group
(1) Includes 15,616 shares held indirectly for Post Kirby Noonan & Sweat, LLP, 401,948 shares held by Tri-National Development Corporation, a company in which Mr. Sunstein is an officer, director and majority shareholder, and 140,000 issued on February 17, 2000 as repayment of a loan to the Company.
(2) During its 1999 calendar year, the Company borrowed $7,000 each from Jacob J. Parker, William J. Piggott, Javaid J. Sheikh and Michael A. Suntein to pay expenses. Each of the lenders agreed that the Company could pay back the loans in shares of restricted common stock of the Company. On February 17, 2000, the Company issued 140,000 shares each to these persons as repayment of their loans to the Company. (3) Includes 1,520,000 shares held jointly by Ronald C. Hibbard and Jeanne M. Hibbard and 40,000 shares held in trusts for which Mrs. Hibbard acts as trustee. Mr. Hibbard is deceased and 200,000 of the 1,720,00 shares attributable to him are apparently being held by his estate. (4) These shares were issued pursuant to the Agreement and Plan of Reorganization with Alpine Herbs & Nutrition International, Inc., a Nevada Corporation ("Alpine") on July 15, 1997. Of the 4 million shares issued pursuant to this Plan, 3.9 million shares were cancelled and returned to treasury pursuant to the subsequent recission of the Plan. (5) Includes 85,067 shares held by Ross Radiology Medical Group, Inc., Dr. Parker's pension trust.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During its fiscal year ended March 31, 1999 and the nine-month interim period ended December 31, 1999, the Company borrowed funds from each of its officers and directors in an amount of $7,000 each, to be repaid with restricted shares of the Company's common stock. On February 17, 2000, the Company issued 140,000 shares each to its officers and directors in full payment of these loans. These funds, along with $14,000 borrowed from Michael A. Sunstein and Delanorte Investments, Inc., were borrowed in order to pay expenses incurred by the Company, including amounts due to the Company's transfer agent. In February 2000, the Company issued 140,000 shares to each of Palomar Investment, Inc., a company in which Michael A. Suntein, as community property with his spouse, maintains a majority ownership interest, and Delanorte Investments, Inc. in repayment of these loans.
ADVISORY SERVICES AGREEMENT
The Company has retained the services of Intermountain Capital Corporation to seek 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. Pursuant to the agreement, the Company issued 500,000 shares of its common stock to Intermountain in February 2000.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements. The following financial information for the Company for the fiscal years ended March 31, 1999 and 2000 is filed as part of this report.
MRI Medical Diagnostics and Independent Auditors' Report. . . . . . . . . . . . . . . . . . . .F-1 Balance Sheets at March 31, 1999 and 2000 . . . . . . . . . . . . .F-2 Statements of Income & Retained Earnings for March 31, 1999 and 2000 . . . . . . . . . . . . . . . . . . . . . .F-3 Statements of Cash Flows for March 31, 1999 and 2000. . . . . . . .F-4 Notes to Financial Statements . . . . . . . . . . . . . . . . . . .F-5
2. Financial Statement Schedules.
Not Applicable.
3. Exhibits
Exhibit No. - ------------ * 3.1 Articles of Incorporation of Registrant. * 3.2 By-Laws of Registrant. * 10.1 MRI/Colorado agreement to acquire MRI/California. * 10.2 MRI/Colorado agreement to acquire Grand Terrace retirement hotel. * 10.3 MRI/Colorado agreement to acquire Sierra Cardiac. ** 10.4 Agreement and Plan of Reorganization dated June 20, 1997 between Registrant and Alpine Herbs & Nutrition International, Inc. *** 10.5 Advisory Agreement between the Registrant and Intermountain Capital Corporation dated February 19, 1999. 27.1 Financial Data Schedule *** 99.1 Order Approving Application to Compromise Controversy entered on August 31, 1995 by Federal Bankruptcy Court.
- ---------------- * Previously filed with Amended Form 10-K filed June 21, 1993.
** Previously filed with Form 8-K filed July 15, 1997.
*** Previously filed with Form 10-K filed February 4, 2000.
(b) Reports on Form 8-K
During the fiscal year ended March 31, 1999, no reports were filed on Form 8-K.
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: July 12, 2000 /s/ JACOB J. PARKER -------------------------------------- Jacob J. Parker, M.D. Executive Vice-President
Dated: July 12, 2000 /s/ WILLIAM J. PIGGOTT -------------------------------------- William J. Piggott, M.D. Secretary
Dated: July 12, 2000 /s/ JAVAID I. SHEIKH -------------------------------------- Javaid I. Sheikh, M.D. President
MRI Medical Diagnostics and Independent Auditors' Report. . . . . . . . . . . . . . . . . . . .F-1 Balance Sheets at March 31, 1999 and 2000 . . . . . . . . . . . . .F-2 Statements of Income & Retained Earnings for March 31, 1999 and 2000. . . . . . . . . . . . . . . . . . . . . .F-3 Statements of Cash Flows for March 31, 1999 and 2000. . . . . . . .F-4 Notes to Financial Statements . . . . . . . . . . . . . . . . . . .F-5
LUDLOW & HARRISON a CPA corporation
3545 Camino Del Rio South, Suite D (619) 283-3333 San Diego, CA 92108 Fax: (619) 2837997
INDEPENDENT AUDITOR'S REPORT ----------------------------
We have audited the accompanying balance sheets of MRI Medical Diagnostics, Inc. as of March 31, 1999 and 2000, and the related statements of income, retained earnings, cash flows and stockholders' equity for the years ended. 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 audit.
We conducted our audit on accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance that 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 assessing the overall financial statements presentation. We believe that our audit provides 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 MRI Medical Diagnostics, Inc. as of March 31, 1999 and 2000, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
/s/ LUDLOW & HARRISON
Ludlow & Harrison A CPA Corporation
June 19, 2000
MRI MEDICAL DIAGNOSTICS, INC. Balance Sheets March 31,
2000 1999 ---- ----
Total Assets $ - $ - =========== ===========
Accounts Payable $ 22,149 $ 3,413 ----------- ----------- Total Current Liabilities 22,149 3,413 ----------- -----------
Stockholders' Equity Capital Stock Common, no par value Authorized 50,000,000 shares, outstanding 8,600,657 shares
Preferred, no par value Authorized 10,000,000 shares, no shares issued 1,599,930 1,599,930
Accumulated Deficit (1,582,079) (1,563,343) ----------- -----------
Total Stockholders' Equity ( 22,149) ( 3,413) ----------- -----------
Total Liabilities and Stockholders' Equity $ - $ - =========== ===========
See accountant's report and notes to financial statements.
MRI MEDICAL DIAGNOSTICS, INC. Statements of Income and Retained Earnings March 31,
2000 1999 ---- ----
Revenues $ - $ -
Expenses 18,736 - ----------- -----------
Net Income ( 18,736) -
Accumulated deficit, beginning (1,563,343) (1,563,343) ----------- -----------
Accumulated deficit, ending $(1,563,343) $(1,563,343) ----------- -----------
Earnings per share $( .0022) $ - =========== ===========
See accountant's report and notes to financial statements.
MRI MEDICAL DIAGNOSTICS, INC. Statements of Cash Flows March 31,
2000 1999 ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $( 18,736) $ - Adjustments to reconcile net loss to net cash provided by operating activities: Increase in accounts payable 18,736 - ----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES - -
CASH AT BEGINNING OF YEAR - - ----------- -----------
CASH AT OF YEAR $ - $ - =========== ===========
See accountant's report and notes to financial statements.
MRI MEDICAL DIAGNOSTICS, INC. NOTES TO FINANCIAL STATEMENTS MARCH 31, 1999 AND 2000
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.
Taxes - -----
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.