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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

 

(Mark One)


x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2014

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

Commission file number 000-53780

 

JOURNAL OF RADIOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 27-0491634
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   

2230 Michigan Avenue

Santa Monica, California

 

90404

(Address of Principal executive offices) (Zip Code)
   
Registrant’s telephone number, including area code. (310) 460-7303

 

 

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 þ No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No þ

 

 

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. o

 

Large accelerated filer          o     Accelerated filer                    o     
Non-accelerated filer            o      Smaller reporting company   þ

(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

 

As of May 14, 2014, the registrant had 2,012,550,000 outstanding shares of Common Stock.

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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JOURNAL OF RADIOLOGY, INC.

(A Development Stage Company)

INDEX

 

   

Page

Number

PART I. FINANCIAL INFORMATION  
     
Item 1   Financial Statements:  
  Condensed Balance Sheets as of March 31, 2014  (Unaudited) and June 30, 2013 6
Condensed Statements of Operations for the Three and Nine months Ended March 31, 2014 and 2013 and from inception (May 21, 2009) to March 31, 2014 (Unaudited) 7
  Condensed Statement of Stockholders’ Equity (Deficiency) from inception (May 21, 2009) to March 31, 2014 (Unaudited) 8
  Condensed Statements of Cash Flows for the Nine months Ended March 31, 2014 and 2013 and from inception (May 21, 2009) to March 31, 2014  (Unaudited) 9
  Notes to Condensed Financial Statements (Unaudited) 10
Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 15
Item 3 Quantitative and Qualitative Disclosures About Market Risk 18
Item 4T Controls and Procedures 18
     
PART II OTHER INFORMATION  
     
Item 1 Legal Proceedings 19
Item 1A Risk Factors 19
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 22
Item 3 Defaults upon Senior Securities 22
Item 4 Mine Safety Disclosures 22
Item 5 Other Information 22
Item 6 Exhibits 23
     
SIGNATURES 24
     
EXHIBITS  

 

 

 

 

 

 

 

 

 

 

 

 

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Forward-Looking Statements

 

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “1933 Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are “forward-looking statements” for purposes of this Quarterly Report on Form 10-Q, including any projections of earnings, revenue or other financial items, any statements regarding the plans and objectives of management for future operations, any statements concerning proposed new products or services, any statements regarding future economic conditions or performance, any statements regarding expected benefits from any transactions and any statements of assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “estimates,” “potential” or “continue,” or the negative thereof or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct and actual results could differ materially from those projected or assumed in the forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risk and uncertainties, including, but not limited to, the risk factors set forth in “Part II, Item 1A – Risk Factors” below and for the reasons described elsewhere in this Quarterly Report on Form 10-Q. All forward looking statements and reasons why results may differ included in this report are made as of the date hereof and we do not intend to update any forward-looking statements except as required by law or applicable regulations. Except where the context otherwise requires, in this Quarterly Report on Form 10-Q, the “Company,” “Journal of Radiology,” “we,” “us” and “our” refer to Journal of Radiology, Inc., a Nevada corporation.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The unaudited financial statements included herein have been prepared by Journal of Radiology, Inc. (the “Company”). In the opinion of management, the interim financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for interim periods. It is suggested that these financial statements and notes to the financial statements be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013.

 

 

 

 

 

 

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JOURNAL OF RADIOLOGY, INC.
(A Development Stage Company)
CONDENSED BALANCE SHEETS
 
       
    March 31,    June 30, 
    2014    2013 

 

Assets

   (Unaudited)      
 Cash  $293   $560 
 Prepaid expense   5,000    —   
 Total Current Assets  $5,293   $560 
           
Liabilities and Stockholders’ Deficiency
          
Current Liabilities:          
Accounts payable  $93,980   $100,186 
Convertible note, net of debt discount of $51,528   19,766    —   
Advances   8,059    19,683 
Due to director   49,000    49,000 
Total Current Liabilities   170,805    168,869 
           
Stockholders' Deficiency:          
Preferred stock; par value $0.01; 49,000,000 shares authorized, no shares issued and outstanding   —      —   
Series A Convertible Preferred Stock; par value $0.01; 1,000,000 shares authorized, no shares issued and outstanding   —      —   
Common stock; par value $0.001; 5,000,000,000 shares authorized, 2,012,550,000 issued and outstanding   2,012,550    2,012,550 
Additional paid-in capital   107,442,135    107,374,135 
Deficit accumulated during development stage   (109,620,197)   (109,554,994)
Total stockholders' deficiency   (165,512)   (168,309)
Total liabilities and stockholders’ deficiency  $5,293   $560 
           
           
The accompanying notes are an integral part of these condensed financial statements. 

 

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JOURNAL OF RADIOLOGY, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

   For the Three Months Ended
March 31, 2014
  For the Three Months Ended
March 31, 2013
  For the Nine months Ended
March 31, 2014
  For the Nine months Ended
March 31, 2013
  From Inception
(May 21, 2009) to March 31, 2014
                
                
Revenue  $—     $—     $—     $—     $105,000 
                          
Operating costs:                         
Administrative expenses   78    3,703    273    15,754    17,665 
Professional fees   11,604    13,304    33,761    47,801    296,763 
Impairment of licensing rights   —      —      —      —      64,500,000 
Stock-based compensation   —      —      —      —      44,879,600 
Total operating costs   11,682    17,007    34,034    63,555    109,694,028 
                          
Other income (expense)                         
Interest expense   (19,766)   —      (19,766)   —      (19,766)
Loan inducement fee   (11,403)   —      (11,403)   —      (11,403)
    (31,169)   —      (31,169)   —      (31,169)
                          
Net loss  $(42,851)  $(17,007)  $(65,203)  $(63,555)  $(109,620,197)
                          
Net loss per share-basic and diluted  $(0.00)  $(0.00)  $(0.00)  $(0.00)     
                          
Weighted average shares outstanding-basic and diluted   2,012,550,000    1,781,550,000    2,012,550,000    1,781,550,000      
                          

 

The accompanying notes are an integral part of these condensed financial statements.

 

 

 

 

 

 

 

 

 

 

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JOURNAL OF RADIOLOGY, INC.

(A Development Stage Company)

CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)

FROM INCEPTION (MAY 21, 2009) TO MARCH 31, 2014

(Unaudited)

 

   Common
Shares
  Common
Stock
  Additional Paid-in Capital  Deficit Accumulated During Development Stage  Total Stockholders’ Equity (Deficit)
Common stock issued May 21, 2009   32,550,000   $32,550   $(31,465)  $—     $1,085 
Net loss   —      —      —      (1,085)   (1,085)
Balance June 30, 2009   32,550,000    32,550    (31,465)   (1,085)   —   
                          
Common stock issued for cash   180,000,000    180,000    (174,000)   —      6,000 
Net loss   —      —           (3,801)   (3,801)
Balance June 30, 2010   212,550,000    212,550    (205,465)   (4,886)   2,199 
                          
Net loss   —      —      —      (26,439)   (26,439)
Balance June 30, 2011   212,550,000    212,550    (205,465)   (31,325)   (24,240)
                          
Common stock issued for consulting services   669,000,000    669,000    43,931,000        44,600,000 
Common stock issued for licensing rights   900,000,000    900,000    63,600,000        64,500,000 
Net loss   —      —           (109,169,576)   (109,169,576)
Balance June 30, 2012   1,781,550,000    1,781,550    107,325,535    (109,200,901)   (93,816)
                          
Common stock issued for consulting services   354,000,000    354,000    (74,400)   —      279,600 
Cancellation of common stock   (123,000,000)   (123,000)   123,000    —      —   
Net loss   —      —      —      (354,093)   (354,093)
Balance June 30, 2013   2,012,550,000    2,012,550    107,374,135    (109,554,994)   (168,309)
                          
Beneficial conversion feature   —      —      68,000    —      68,000 
Net loss   —      —      —      (65,203)   (65,203)
Balance March 31, 2014   2,012,550,000   $2,012,550   $107,442,135   $(109,620,197)  $(165,512)

 

The accompanying notes are an integral part of these condensed financial statements.

 

  

 

 

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JOURNAL OF RADIOLOGY, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
          
    For the Nine months    For the Nine months    From Inception 
    Ended    Ended    (May 21, 2009) to 
    March 31,    March 31,    March 31, 
    2014    2013    2014 
Cash Flows from Operating Activities               
Net loss  $(65,203)  $(63,555)  $(109,620,197)
Adjustments to reconcile net loss to net cash used in operating activities:               
  Issuance of common stock per court order   —      —      1,085 
  Accrued interest expense   3,294         3,294 
  Amortization of debt discount   16,472    —      16,472 
  Loan inducement fee   11,403    —      11,403 
  Shares issued for services   —      —      44,879,600 
  Impairment of licensing rights   —      —      64,500,000 
Changes in operating assets and liabilities               
   Accounts receivable   —      11,607    (46,693)
   Prepaid expenses   (5,000)   —      (5,000)
   Accounts payable   (6,206)   6,916    93,980 
Net cash used in operating activities   (45,240)   (45,032)   (166,056)
                
Cash Flows from Financing Activities               
  Due to director   —      —      49,000 
  Issuance of common stock   —      —      6,000 
  Advances   44,973    43,516    111,849 
  Repayment of advances   —      —      (500)
Net cash provided by financing activities   44,973    43,516    166,349 
                
Increase (decrease) in cash   (267)   (1,516)   293 
Cash, beginning of period   560    3,154    —   
Cash, end of period  $293   $1,638   $293 
                
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:     
Cash paid during the period for:               
 Interest  $—     $—     $—   
 Income taxes  $—     $—     $—   
NON-CASH INVESTING AND FINANCING ACTIVITIES:     
Shares issued for licensing rights  $—     $—     $64,500,000 
Advances applied against account receivable  $—     $44,243   $46,693 
Issuance of convertible note and beneficial conversion feature  $68,000   $—     $68,000 
 
 
The accompanying notes are an integral part of these financial statements.
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JOURNAL OF RADIOLOGY, INC.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2014

(Unaudited)

 

NOTE 1. NATURE AND BACKGROUND OF BUSINESS

 

Journal of Radiology, Inc. ("the Company" or "the Issuer") was organized under the laws of the State of Nevada on May 21, 2009. The Company was established as part of the Chapter 11 reorganization of AP Corporate Services, Inc. ("AP"). Under AP's Plan of Reorganization, as confirmed by the U.S. Bankruptcy Court for the Central District of California, the Company was organized to own and develop a professional journal devoted to radiology. Management believes the Company lacks the resources to effectively develop such a journal on its own at this time and is therefore engaged in a search for a strategic partner to assist in the development of the journal, or for a merger or acquisition partner with the resources to take the Company in a new direction and bring greater value to its shareholders.

 

The Company has not realized significant revenues from its planned principal business purpose and is considered to be in its development state in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”. All losses accumulated since the inception of the Company have been considered as part of the Company’s development stage activities.

 

Basis of presentation

 

The accompanying condensed financial statements are unaudited. These unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013 filed with the SEC. The condensed balance sheet as of June 30, 2013 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP.

 

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company's financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results.

 

Going concern

 

The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company is in the development stage and has not generated any significant revenues from operations to date, and does not expect to do so in the foreseeable future. The Company has experienced recurring operating losses and negative operating cash flows since inception. As reflected in the accompanying unaudited condensed financial statements, the Company had a negative cash flow from operations of $45,240 for the nine month period ended March 31, 2014 and an accumulated deficit during the development stage of $109,620,197 at March 31, 2014. Currently, the Company does not have significant cash or other material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

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Management plans to seek a strategic partner to assist in the development of the journal business, or a merger or acquisition partner with the resources to take the Company in a new direction and bring greater value to its shareholders. Management has yet to identify any of these and there is no guarantee that the Company will be able to identify such opportunities in the future.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

ESTIMATES

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The more significant estimates and assumptions by management include among others, the fair value of shares of common stock issued for services.

 

REVENUE RECOGNITION

 

The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue. The Company accrues for warranty costs, sales returns, bad debts, and other allowances based on its historical experience.

 

STOCK-BASED COMPENSATION

 

The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (the “FASB”) whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.

 

The fair value of the Company's common stock option grants are estimated using the Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods.

 

LOSS PER SHARE

 

Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding. In computing diluted earnings per share, the weighted average number of shares outstanding is adjusted to reflect the effect of potentially dilutive securities, such as stock options and warrants. Common stock equivalent shares are excluded from the computation if their effect is antidilutive.

 

FAIR VALUE MEASUREMENTS

 

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Fair value measurements are determined using authoritative guidance issued by the FASB, with the exception of the application of the guidance to non-recurring, non-financial assets and liabilities as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

 

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs, other than the quoted prices in active markets, are observable either directly or indirectly.

Level 3—Unobservable inputs based on the Company's assumptions.

 

The Company is required to use observable market data if available without undue cost and effort.

 

The Company’s financial instruments include cash and cash equivalents, and accounts payable. Management has estimated that the carrying amounts approximate their fair value due to their short-term nature.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360)." ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014. The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company's results of operations or financial condition.

 

On February 26, 2014, the FASB affirmed changes in a November 2013 Exposure Draft, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, and directed the staff to draft a final Accounting Standards Update for vote by the FASB. This is intended to reduce the cost and complexity in financial reporting by eliminating inception-to-date information from the financial statements of development stage entities.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

 

NOTE 3. CONVERTIBLE NOTE

 

On February 20, 2014, the Company agreed to exchange advances due to Al Kau aggregating $56,597 (see Note 4), for a convertible note payable due to Al Kau for $56,597. Also per terms of the agreement, the convertible note was increased from $56,597 to $68,000, and the difference of $11,403 was recorded as a loan inducement fee. The modification was accounted for as a debt extinguishment and the issuance of a new debt instrument. The convertible note bears interest at 20% per annum, matures August 1, 2014, and is secured by assets of the Company. The conversion price of the note is set at a fixed price of $0.0001 per common stock. The issuance of the convertible note resulted in the recognition of a beneficial conversion feature of $68,000 that was allocated to debt discount and is being amortized over the term of the note. During the three and nine months ended March 31, 2014, $16,472 of discount amortization is included in interest expense and at March 31, 2014, the unamortized balance of the discount is $51,528. During the three and nine months ended March 31, 2013, there was no discount amortization.

 

NOTE 4. ADVANCES

 

At March 31, 2014 and June 30, 2013, advances totaled $8,059 and $19,683. The advances are non-interest bearing, unsecured, and have no specific terms of repayment. On February 20, 2014, $56,597 of advances were exchanged for a convertible note (see Note 3).

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NOTE 5. STOCKHOLDERS' DEFICIENCY - COMMON STOCK

 

The stockholders’ equity of the Company comprises the following classes of capital stock as of March 31, 2014 and June 30, 2013:

 

The authorized Preferred Stock of the Company consists of 49,000,000 shares with $0.01 par value. As of March 31, 2014, there was no issued and outstanding preferred stock.

 

The authorized Series A Convertible Preferred Stock of the Company consists of 1,000,000 shares with $0.01 par value. As of March 31, 2014, there was no issued and outstanding Series A Convertible Preferred Stock.

 

The authorized common stock of the Company consists of 5,000,000,000 shares with $0.001 par value. As of March 31, 2014 and June 30, 2013, there were 2,012,550,000 common shares issued and outstanding.

 

On May 21, 2009, the Company issued 32,550,000 shares of common stock pursuant to the Chapter 11 Plan of Reorganization confirmed by the U.S. Bankruptcy Court in the matter of AP Corporate Services, Inc. ("AP").

 

On July 6, 2009, the Company received $6,000 in cash from the CEO of the Company in exchange for 180,000,000 shares of common stock ($0.000033 per share).

 

On May 9, 2012, the Company issued 669,000,000 shares of common stock for consulting services valued at $44,600,000 ($0.067 per share).

 

On May 28, 2012, the Company issued 900,000,000 shares of common stock for interactive media technology valued at $64,500,000 ($0.072 per share).

 

On March 1, 2013, the Company issued 50,000,000 shares of common stock for consulting services valued at $30,000 ($0.0006 per share).

 

On March 1, 2013, the Company received for no consideration 123,000,000 shares of its common stock for cancellation, the effect of the cancellation of shares was immaterial thus no retroactive treatment was applied.

 

On April 10, 2013, the Company issued 80,000,000 shares of common stock for consulting services valued at $112,000 ($0.0014 per share).

 

On April 26, 2013, the Company issued 160,000,000 shares of common stock for consulting services valued at $112,000 ($0.0007 per share).

 

On June 17, 2013, the Company issued 64,000,000 shares of common stock for consulting services valued at $25,600 ($0.0004 per share).

 

 

NOTE 6. RELATED PARTY TRANSACTIONS

 

At March 31, 2014 and June 30, 2013, due to director totaled $49,000. Amounts due to director are unsecured, non-interest bearing and have no specific terms of repayment.

 

The Company neither owns nor leases any real or personal property. An officer of the corporation provides office services without charge. Management has determined such costs are immaterial to the financial statements and accordingly, have not been reflected therein.

 

NOTE 7 . WARRANTS AND OPTIONS

 

On May 21, 2009 (inception), the Company issued 5,000,000 warrants exercisable into 5,000,000 shares of the Company's common stock.

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The following is a summary of warrants activity during the nine months ended March 31, 2014:

   Number of Shares  Weighted Average Exercise Price
           
Balance,  July 1, 2013   5,000,000   $0.10 
           
Warrants granted and assumed   —        
Warrants expired   (5,000,000)   0.10 
           
Balance,  March 31, 2014   —     $—   

 

On January 4, 2014, all the warrants expired.

 

 

  

 

 

 

14
 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2014 AND 2013 AND FROM INCEPTION (MAY 21, 2009) TO MARCH 31, 2014

 

Company Overview

 

Journal of Radiology, Inc. ("the Company") was organized under the laws of the State of Nevada on May 21, 2009. The Company was established as part of the Chapter 11 reorganization of AP Corporate Services, Inc. ("AP"). Under AP's Plan of Reorganization, as confirmed by the U.S. Bankruptcy Court for the Central District of California, the Company was organized to own and develop a professional journal devoted to radiology. Management believes the Company lacks the resources to effectively develop such a journal on its own at this time and is therefore engaged in a search for a strategic partner to assist in the development of the journal, or for a merger or acquisition partner with the resources to take the Company in a new direction and bring greater value to its shareholders.

 

On May 28, 2012, the Company issued 900,000,000 shares of common stock for licensing rights for interactive media technology from Imagin8 valued at $64,500,000 ($0.072 per share). The agreement gave the Company the right to market the products of Imagin8, commenced May 1, 2012, had a duration of one year, and thereafter is on a month-by-month basis. Imagin8 has the option, at any time, to terminate the agreement. An important factor in the calculation of the fair value of the licensing rights intangible asset was the projected sales to be derived from the interactive media technology. At June 30, 2012, we conducted a test for impairment and as the Company was unable to forecast sales, an impairment charge of $64,500,000 was recorded to write off the licensing rights.

 

RESULTS OF OPERATIONS

 

THREE MONTHS ENDED MARCH 31, 2014 COMPARED WITH THE THREE MONTHS ENDED MARCH 31, 2013 AND FROM INCEPTION (MAY 21, 2009) TO MARCH 31, 2014

 

REVENUES

 

For the three months ended March 31, 2014 and 2013, we had no revenues. We recorded revenues of $105,000 for the cumulative period from Inception (May 21, 2009) through March 31, 2014.

 

We are completely dependent upon the willingness of our management to fund our initial operations by way of loans from our Chief Executive Officer. The Company has been in the development stage since its formation and has not yet commenced its planned operations.

 

COSTS OF GOODS SOLD

 

We did not incur cost of sales for the three month periods ended March 31, 2014 and 2013 and for the cumulative period from Inception (May 21, 2009) through March 31, 2014.

 

OPERATING COSTS

 

Administrative expenses were $78 for the three months ended March 31, 2014, compared to $3,703 for the three months ended March 31, 2013, an decrease of $3,625, and professional fees were $11,604 for the three months ended March 31, 2014, compared to $13,304 for the three months ended March 31, 2013, a decrease of $1,700. Professional fees comprise of accounting and other fees to comply with SEC filing requirements. Total operating expenses for the cumulative period from Inception (May 21, 2009) through March 31, 2014 was $109,694,028, including $64,500,000 impairment of licensing rights.

 

OTHER INCOME (LOSS)

15
 

 

Other income (loss) includes interest expense of $19,766 and $0 for the three months ended March 31, 2014 and 2013, respectively, related to the convertible note issued on February 20, 2014. In addition, the face value of the convertible note was increased by $11,403 on the issue date of February 20, 2014 and was recorded as a loan inducement fees in the statement of operations.

 

NET LOSS

 

Our net loss for the three months ended March 31, 2014 and the three months ended March 31, 2013 was $42,851 and $17,007, respectively. Our net losses are primarily attributed to costs for professional fees and financing fees related to the convertible note issued on February 20, 2014. Our net loss for the cumulative period from Inception (May 21, 2009) through March 31, 2014 was $109,620,197.

 

NINE MONTHS ENDED MARCH 31, 2014 COMPARED WITH THE NINE MONTHS ENDED MARCH 31, 2013

 

REVENUES

 

For the nine months ended March 31, 2014 and 2013, we had no revenues.

 

COSTS OF GOODS SOLD

 

We did not incur cost of sales for the nine month periods ended March 31, 2014 and 2013 and for the cumulative period from Inception (May 21, 2009) through March 31, 2014.

 

OPERATING COSTS

 

Administrative expenses were $273 for the nine months ended March 31, 2014, compared to $15,754 for the nine months ended March 31, 2013, a decrease of $15,481, and professional fees were $33,761 for the nine months ended March 31, 2014, compared to $47,801 for the nine months ended March 31, 2013, a decrease of $14,040. Professional fees comprise of accounting and other fees to comply with SEC filing requirements.

 

OTHER INCOME (LOSS)

 

Other income (loss) includes interest expense of $19,766 and $0 for the nine months ended March 31, 2014 and 2013, respectively, related to the convertible note issued on February 20, 2014. In addition, the face value of the convertible note was increased by $11,403 on the issue date of February 20, 2014 and was recorded as inducement fees in the statement of operations.

 

NET LOSS

 

Our net loss for the nine months ended March 31, 2014 and the three months ended March 31, 2013 was $65,203 and $63,555, respectively. Our net losses are primarily attributed to costs for professional fees and financing fees related to the convertible note issued on February 20, 2014.

 

LIQUIDITY

 

Our financial statements have been prepared on a going concern basis which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. As of March 31, 2014, we had cash of $293 and total liabilities of $170,805. Net cash used in operating activities for the nine months ended March 31, 2014 and 2013 was $45,240 and $45,032, respectively. Our current cash balance and cash flow from operating activities will not be sufficient to fund our operations. Our cash flow provided by financing activities for the nine months ended March 31, 2014 and 2013 was $44,973 and $43,516, respectively. The Company has an accumulated deficit during the development stage at March 31, 2014 of $109,620,197. The deficit reported at March 31, 2014 is largely a result of operating expenses for professional fees, impairment of licensing rights and stock-based compensation.

 

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Over the next 12 months we expect to incur approximately $50,000 in cash for legal, accounting and related services. Cash used for other expenditures is expected to be minimal. We hope to be able to attract suitable investors for our business plan, which will not require us to use our cash, although there can be no assurances that we will be successful in these efforts.

 

We expect to be able to secure capital through advances from our Chief Executive Officer in order to pay expenses such as organizational costs, filing fees, accounting fees and legal fees. We believe it will be difficult to secure capital in the future because we have no assets to secure debt and there is currently no trading market for our securities. We will need additional capital in the next 12 months and if we cannot raise such capital on acceptable terms, we may have to curtail our operations or terminate our business entirely. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

The inability to obtain financing or generate sufficient cash from operations could require us to reduce or eliminate expenditures for acquiring suitable partners or otherwise curtail or discontinue our operations, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, to the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If we raise additional funds through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of our common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuing stock in lieu of cash, which may also result in dilution to existing stockholders.

 

OPERATING CAPITAL AND CAPITAL EXPENDITURE REQUIREMENTS

 

We funded our initial operations by issuing 180,000,000 shares of our common stock valued at $ 0.000033 per share to our Chief Executive Officer. We had hoped to be able to attract suitable publishing partners seeking the benefits of stock-based compensation, which will not require us to use our cash, although there can be no assurances that we will be successful in these efforts. Our Chief Executive Officer has committed to advancing us an additional $50,000 for certain operating costs in order to start implementing our business plan. The funds are loaned to the Company as required to pay amounts owed by the Company. As such, our operating capital is currently limited to the personal resources of our Chief Executive Officer. The loans from our Chief Executive Officer are unsecured and non-interest bearing and have no set terms of repayment. We anticipate receiving additional capital once we are able to have our securities actively trading on a public exchange. There is no guarantee our stock will develop a market on that public exchange.

 

PLAN OF OPERATION AND FUNDING

We do not currently engage in enough business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with amounts to be loaned to or invested in us by our stockholders, management or other investors.

      During the next twelve months we anticipate incurring costs related to:

      (i) filing of Exchange Act reports, and

      (ii) costs relating to developing our new business plan

We believe we will be able to meet these costs through amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.

 

Employees

 

Journal of Radiology, Inc. currently has no employees.

 

Office and Facilities

 

Our corporate headquarters are located at 2230 Michigan Avenue, Santa Monica, California 90404.

 

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Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

Going Concern

The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have material assets, nor does it have operations or a source of revenue to cover its operating costs and allow it to continue as a going concern. The Company has a deficit accumulated during its development stage at March 31, 2014 and June 30, 2013 of $109,620,197 and $109,554,994, respectively. The Company will be dependent upon the raising of additional capital through placement of its common stock in order to implement its business plan. There can be no assurance that the Company will be successful in this situation.

 

Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might result from this uncertainty. The Company is funding its initial operations by way of loans from its Chief Executive Officer. The Company's officers and directors have committed to advancing certain operating costs of the Company.

ITEM 3. QUANTITATIVE AND QUALITIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

 

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

 

As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company's management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

 

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending June 30, 2014, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

18
 

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2014 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

NONE.

ITEM 1A. RISK FACTORS

 

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below before deciding to purchase shares of our common stock. If any of the events, contingencies, circumstances or conditions described in the risks below actually occurs, our business, financial condition or results of operations could be seriously harmed.

 

RISK FACTORS CONCERNING OUR BUSINESS

 

Our business is subject to numerous risk factors, including the following:

 

We have had little operating history and no revenues or earnings from operations.

 

We have no assets. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in us incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business entity. There is no assurance that we can identify such a business entity and consummate such an agreement or combination.

 

Our auditor's going concern opinion and the notation in the financial statements indicate that we do not have significant cash or other material assets and we are relying on advances from stockholders, officers and directors to meet our limited operating expenses. We may become insolvent if we are unable to pay our debts in the ordinary course of business as they become due.

 

Our proposed plan of operation is speculative.

 

The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the business opportunity which we identify, if any is identified. While management intends to seek business agreement(s) or combination(s) with entities having established operating histories, there can be no assurance that we will be successful in locating candidates meeting such criteria.

 

We face intense competition for business combination opportunities.

 

We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies that may be our desirable target candidates. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than we have and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete in seeking merger or acquisition candidates with numerous other small public companies.

 

Our success is dependent on management that has other full time employment, has limited experience and will only devote limited time (part time) to working for the Company, all of which makes our future even more uncertain.

 

19
 

Aaron Shrira is the President and Chief Executive Officer of the Company and Elana Berman-Shrira is the Secretary and Treasurer and CFO of the Company. Both Mr. Shrira and Ms. Berman-Shrira will serve without pay while maintaining other employment. Although both Mr. Shrira and Ms. Berman-Shrira have considerable business and marketing experience, neither has any experience in the publishing industry or in mergers and acquisitions. Notwithstanding the limited experience and availability of management, loss of the services of either officer would adversely affect development of our business and its likelihood of continuing in operation.

 

The reporting requirements under federal securities law may delay or prevent us from making certain acquisitions.

 

Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended, (the "1934 Act"), require companies subject thereto to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare such statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the 1934 Act are applicable.

 

In addition to the audited financial statements, the time and additional costs that may be incurred by some target entities to prepare and disclose such information may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company.

 

An acquisition could create a situation wherein we would be required to register under The Investment Company Act of 1940 and thus be required to incur substantial additional costs and expenses.

 

Although we will be subject to regulation under the 1934 Act, management believes the Company will not be subject to regulation under the Investment Company Act of 1940, insofar as we will not be engaged in the business of investing or trading in securities. In the event we engage in a business combination that results in us holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act of 1940. In such event, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to the status of our Company under the Investment Company Act of 1940 and, consequently, any violation of such Act would subject us to material adverse consequences.

 

A merger, acquisition, or licensing agreement would most likely be exclusive, resulting in a lack of diversification.

 

Management anticipates that it may be able to participate in only one potential business venture because a business partner might require exclusivity. This lack of diversification should be considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one venture against gains from another.

 

If we do any business combination, each shareholder will most likely hold a substantially lesser percentage ownership in the Company.

 

If we enter a business combination with a private concern, that, in all likelihood, would result in the Company issuing securities to shareholders of any such private company. The issuance of our previously authorized and unissued Common Stock would result in reduction in percentage of shares owned by our present and prospective shareholders.

 

The requirement of audited financial statements may disqualify some business opportunities seeking a business combination with us.

 

Our management believes that any potential business combination opportunity must provide audited financial statements for review, for the protection of all parties to the business combination. One or more attractive business opportunities may choose to forego the possibility of a business combination with us, rather than incur the expenses associated with preparing audited financial statements.

20
 

 

Our principal shareholders will be able to approve all corporate actions without shareholder consent and will control our Company.

 

Our principal shareholder, Imagin8, currently owns approximately 44.7% of our Common Stock. It will have significant influence over all matters requiring approval by our shareholders, but not requiring the approval of the minority shareholders. Because it is the majority shareholder, it will be able to elect all of the members of our board of directors, allowing it to exercise significant control of our affairs and management. In addition, it may transact most corporate matters requiring shareholder approval by written consent, without a duly-noticed and duly-held meeting of shareholders.

 

If our Common Stock does not meet blue sky resale requirements, certain shareholders may be unable to resell our Common Stock.

 

The resale of Common Stock must meet the blue sky resale requirements in the states in which the proposed purchasers reside. If we are unable to qualify the Common Stock and there is no exemption from qualification in certain states, the holders of the Common Stock or the purchasers of the Common Stock may be unable to sell them.

 

Our shareholders may face significant restrictions on the resale of our Common Stock due to state "blue sky" laws or if we are determined to be a "blank check" company.

 

There are state regulations that may adversely affect the transferability of our Common Stock. We have not registered our Common Stock for resale under the securities or "blue sky" laws of any state. We may seek qualification or advise our shareholders of the availability of an exemption. We are under no obligation to register or qualify our Common Stock in any state or to advise the shareholders of any exemptions.

 

Current shareholders, and persons who desire to purchase the Common Stock in any trading market that may develop in the future, should be aware that there might be significant state restrictions upon the ability of new investors to purchase the Common Stock.

 

Blue sky laws, regulations, orders, or interpretations place limitations on offerings or sales of securities by "blank check" companies or in "blind-pool" offerings, or if such securities represent "cheap stock" previously issued to promoters or others. Our CEO, because he received stock at a price of $.001 for each share, may be deemed to hold "cheap stock." These limitations typically provide, in the form of one or more of the following limitations that such securities are:

 

(a) Not eligible for sale under exemption provisions permitting sales without registration to accredited investors or qualified purchasers;

 

(b) Not eligible for the transaction exemption from registration for non-issuer transactions by a registered broker-dealer;

 

(c) Not eligible for registration under the simplified small corporate offering registration (SCOR) form available in many states;

 

(d) Not eligible for the "solicitations of interest" exception to securities registration requirements available in many states;

 

(e) Not permitted to be registered or exempted from registration, and thus not permitted to be sold in the state under any circumstances.

 

Virtually all 50 states have adopted one or more of these limitations, or other limitations or restrictions affecting the sale or resale of stock of blank check companies or securities sold in "blind pool" offerings or "cheap stock" issued to promoters or others. Specific limitations on such offerings have been adopted in:

 

Alaska                          Nevada   Tennessee
Arkansas New Mexico            Texas
California Ohio Utah
Delaware          Oklahoma   Vermont
 Florida              Oregon Washington
Georgia             Pennsylvania  
Idaho                 Rhode Island  
Indiana               South Carolina  
Nebraska South Dakota  

 

21
 

 

Any secondary trading market which may develop may only be conducted in those jurisdictions where an applicable exemption is available or where the shares have been registered.

 

Current shareholders and persons who desire to purchase the Common Stock in any trading market that may develop in the future, should be aware that we are under no obligation to register the shares on behalf of our shareholders under the Securities Act of 1933, as amended.

 

The Company's officers, directors and majority shareholders have expressed their intentions not to engage in any transactions with respect to the Company's Common Stock except in connection with or following a business combination resulting in us no longer being defined as a blank check issuer. Any transactions in our Common Stock by said shareholders will require compliance with the registration requirements under the Securities Act of 1933, as amended.

 

Our Common Stock may be subject to significant restriction on resale due to federal penny stock restrictions.

 

The Securities and Exchange Commission has adopted rules that regulate broker or dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system). The penny stock rules require a broker or dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker or dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker or dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The penny stock rules also require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker or dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.

 

These disclosure requirements may have the effect of reducing the level of trading activity in any secondary market for our stock that becomes subject to the penny stock rules, and accordingly, shareholders of our Common Stock may find it difficult to sell their securities, if at all.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION.

None

22
 

ITEM 6. EXHIBITS.

Except as so indicated in Exhibits 32.1 and 32.2, the following exhibits are filed as part of, or incorporated by reference, to this Quarterly Report on Form 10-Q.

      Incorporated by reference
Exhibit Exhibit Description Filed herewith Form Period ending Exhibit Filing date
3.1 Articles of Incorporation   10/A#2   3.1 11/5/2009
3.2 Bylaws   10/A #2   3.2 11/5/2009
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X        
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X        
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X        
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X        
101

Interactive Data Files for the Journal of Radiology, Inc. Form 10Q for the period ended March 31, 2014

 

X        

 

 

23
 

 

SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  JOURNAL OF RADIOLOGY, INC.
     
     
Date:  May 14, 2014 By: /s/ Aaron Shrira
   

Aaron Shrira

President and Director (Principal Executive Officer)

     
     
Date:  May 14, 2014 By:

/s/ Elana Berman-Shrira

Elana Berman-Shrira

Treasurer and Director (Principal Accounting and Financial Officer)

 

 

 

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