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 September 30, 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 þ No o
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 November 18, 2014, the registrant had
2,012,550,000 outstanding shares of Common Stock.
JOURNAL OF RADIOLOGY, INC.
INDEX
|
|
Page
Number |
PART I. |
FINANCIAL INFORMATION |
|
|
|
|
Item 1 |
Financial Statements: |
|
|
Condensed Balance Sheets as of September 30, 2014 (Unaudited) and June 30, 2014 |
6 |
|
Condensed Statements of Operations for the Three Months Ended September 30, 2014 and 2013 (Unaudited) |
7 |
|
Condensed Statement of Stockholders’ Deficit from July 1, 2013 to September 30, 2014 (Unaudited) |
8 |
|
Condensed Statements of Cash Flows for the Three Months Ended September 30, 2014 (Unaudited) |
9 |
|
Notes to Condensed Financial Statements (Unaudited) |
10 |
Item 2 |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
14 |
Item 3 |
Quantitative and Qualitative Disclosures About Market Risk |
14 |
Item 4T |
Controls and Procedures |
16 |
|
|
|
PART II |
OTHER INFORMATION |
|
|
|
|
Item 1 |
Legal Proceedings |
17 |
Item 1A |
Risk Factors |
17 |
Item 2 |
Unregistered Sales of Equity Securities and Use of Proceeds |
21 |
Item 3 |
Defaults upon Senior Securities |
21 |
Item 4 |
Mine Safety Disclosures |
21 |
Item 5 |
Other Information |
21 |
Item 6 |
Exhibits |
21 |
|
|
|
SIGNATURES |
22 |
|
|
|
EXHIBITS |
|
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.
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, 2014.
JOURNAL OF RADIOLOGY,
INC. |
CONDENSED BALANCE
SHEETS |
|
| |
| As
of | | |
| As
of | |
| |
| September
30, | | |
| June
30, | |
| |
| 2014 | | |
| 2014 | |
Assets | |
| (Unaudited) | | |
| | |
Cash | |
$ | 137 | | |
$ | 215 | |
Prepaid expense | |
| 1,375 | | |
| 1,375 | |
Total assets | |
$ | 1,512 | | |
$ | 1,590 | |
| |
| | | |
| | |
Liabilities and Stockholders’ Deficit
| |
| | | |
| | |
Current Liabilities: | |
| | | |
| | |
Accounts payable and accrued liabilities | |
$ | 110,854 | | |
$ | 97,601 | |
Advances due shareholder | |
| 13,259 | | |
| 14,909 | |
Due to director | |
| 49,000 | | |
| 49,000 | |
Total Current Liabilities | |
| 173,113 | | |
| 161,510 | |
| |
| | | |
| | |
Redeemable secured note payable due to shareholder,
net of debt discount of $0 and $13,093, respectively | |
| 84,283 | | |
| 65,888 | |
| |
| | | |
| | |
Commitments and contingencies | |
| | | |
| | |
| |
| | | |
| | |
Stockholders' Deficit: | |
| | | |
| | |
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 | | |
| 107,442,135 | |
Accumulated deficit | |
| (109,710,569 | ) | |
| (109,680,493 | ) |
Total stockholders' deficit | |
| (255,884 | ) | |
| (225,808 | ) |
Total liabilities and stockholders’ deficit | |
$ | 1,512 | | |
$ | 1,590 | |
| |
| | | |
| | |
The accompanying notes are an integral part of these condensed financial statements. |
JOURNAL OF
RADIOLOGY, INC.
CONDENSED
STATEMENTS OF OPERATIONS
(Unaudited)
| |
For the Three Months Ended September 30, 2014 | |
For the Three Months Ended September 30, 2013 |
| |
| |
|
Revenue | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
Operating costs: | |
| | | |
| | |
Administrative expenses | |
| 78 | | |
| 111 | |
Professional fees | |
| 11,603 | | |
| 9,911 | |
Total operating costs | |
| 11,681 | | |
| 10,022 | |
| |
| | | |
| | |
Other income (expense) | |
| | | |
| | |
Interest | |
| (18,395 | ) | |
| — | |
| |
| | | |
| | |
Net loss | |
$ | (30,076 | ) | |
$ | (10,022 | ) |
| |
| | | |
| | |
Net loss per share-basic and diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| |
| | | |
| | |
Weighted average shares outstanding-basic and diluted | |
| 2,012,550,000 | | |
| 2,012,550,000 | |
The accompanying notes are an integral part
of these condensed financial statements.
JOURNAL OF RADIOLOGY, INC.
CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
(Unaudited)
| |
Common Shares | |
Common Stock | |
Additional Paid-in Capital | |
Accumulated Deficit | |
Total Stockholders’ Deficit |
Balance July 1, 2014 | |
| 2,012,550,000 | | |
$ | 2,012,550 | | |
$ | 107,442,135 | | |
$ | (109,680,493 | ) | |
$ | (225,808 | ) |
Net loss | |
| — | | |
| — | | |
| — | | |
| (30,076 | ) | |
| (30,076 | ) |
Balance September 30, 2014 | |
| 2,012,550,000 | | |
$ | 2,012,550 | | |
$ | 107,442,135 | | |
$ | (109,710,569 | ) | |
$ | (255,884 | ) |
The accompanying notes are an integral
part of these condensed financial statements.
JOURNAL OF RADIOLOGY,
INC. |
CONDENSED STATEMENTS
OF CASH FLOWS |
(Unaudited) |
| |
| |
|
| |
| For the Three months | | |
| For the Three months | |
| |
| Ended | | |
| Ended | |
| |
| September 30, | | |
| September 30, | |
| |
| 2014 | | |
| 2013 | |
Cash Flows from Operating Activities | |
| | | |
| | |
Net loss | |
$ | (30,076 | ) | |
$ | (10,022 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Amortization of debt discount | |
| 13,093 | | |
| — | |
Changes in operating assets and liabilities | |
| | | |
| | |
Accounts payable and accrued liabilities | |
| 11,603 | | |
| (3,951 | ) |
Accrued interest on redeemable
secured note payable | |
| 5,302 | | |
| — | |
Net cash used in operating activities | |
| (78 | ) | |
| (13,973 | ) |
| |
| | | |
| | |
Cash Flows from Financing Activities | |
| | | |
| | |
Advances form shareholder | |
| — | | |
| 13,862 | |
Net cash provided by financing activities | |
| — | | |
| 13,862 | |
| |
| | | |
| | |
Decrease in cash | |
| (78 | ) | |
| (111 | ) |
Cash, beginning of period | |
| 215 | | |
| 560 | |
Cash, end of period | |
$ | 137 | | |
$ | 449 | |
| |
| | | |
| | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |
| | | |
| | |
Cash paid during the period for: | |
| | | |
| | |
Interest | |
$ | — | | |
$ | — | |
Income taxes | |
$ | — | | |
$ | — | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |
| | | |
| | |
Reclassification of advances from shareholder to accounts payable and accrued liabilities | |
$ | 1,650 | | |
$ | — | |
The accompanying notes are an integral part of
these condensed financial statements. |
JOURNAL OF
RADIOLOGY, INC.
Notes to Financial
Statements
September
30, 2014 AND 2013
(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.
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 unaudited interim 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, 2014 filed with
the SEC. The condensed balance sheet as of June 30, 2014 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 has a
shareholders’ deficit and has experienced recurring operating losses and negative operating cash flows since inception.
As reflected in the accompanying financial statements, the Company had a net loss of $30,076 for the three months September
30, 2014, and had a working capital deficiency of $171,601 and a stockholders’ deficit of $255,884 at September 30,
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.
Primarily as a result of our recurring losses
and our lack of liquidity, we have received a report from our independent registered public accounting firm for our financial statements
for the year ended June 30, 2014 that includes an explanatory paragraph describing the uncertainty as to our ability to continue
as a going concern.
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 areholders. 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.
BASIC AND DILUTED LOSS PER SHARE
Basic loss per share is computed by dividing
net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Diluted
loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common
shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common
shares had been issued. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive.
As of September 30, 2014, the Company had no
potential common shares that would have a dilutive effect and accordingly the calculations of basic loss and diluted loss per share
are the same. A redeemable secured note payable due shareholder redeemable into 842,830,000 shares of common stock has been excluded
from the calculation at September 30, 2014 as the effect would have been anti-dilutive.
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
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.
FAIR VALUE
OF FINANCIAL INSTRUMENTS
Fair value is defined as the price that would
be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at
the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated
based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.
In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk.
In addition to defining fair value, the
standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs.
The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are
observable in the market. Each fair value measurement is reported in one of the three levels which are determined by the
lowest level input that is significant to the fair value measurement in its entirety. These levels are:
Level 1 – inputs are based
upon unadjusted quoted prices for identical instruments traded in active markets.
Level 2 – inputs are based
upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar
instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable
in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – inputs are generally
unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the
asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted
cash flow models, and similar techniques.
The estimated fair value of certain financial
instruments, including cash and cash equivalents and accounts payable and accrued expenses are carried at historical cost basis,
which approximates their fair values because of the short-term nature of these instruments. The recorded value of the redeemable
secured note payable due shareholder approximates its fair value based upon its effective interest rate.
RECENT ACCOUNTING
PRONOUNCEMENTS
In May 2014, the Financial Accounting Standards
Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. ASU 2014-09 will
eliminate transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle
based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value
of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature,
amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes
in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for reporting
periods beginning after December 15, 2016, and early adoption is not permitted. Entities can transition to the standard either
retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management is currently assessing the impact the
adoption of ASU 2014-09 and has not determined the effect of the standard on our ongoing financial reporting.
In April 2014, the FASB issued Accounting Standards
Update No. 2014-08 (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.
In August 2014, the FASB issued Accounting
Standards Update No. 2014-15 (ASU 2014-15), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going
Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements.
The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going
concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions
or events raise substantial doubt about the entity’s ability to continue as a going concern. The ASU applies to all entities
and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted.
The Company is currently evaluating the impact the adopting ASU 2014-15 on the Company’s financial statement presentation
and disclosures.
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. ADVANCES DUE SHAREHOLDER
Advances due shareholder are non-interest bearing,
unsecured, and have no specific terms of repayment.
NOTE 4. REDEEMABLE SECURED NOTE PAYABLE
DUE SHAREHOLDER
On February 20, 2014, the Company agreed to
exchange advances due to a shareholder for a redeemable secured note payable for $68,000. The note bears interest at 20% per annum,
and is secured by all the assets of the Company. The note was originally due August 1, 2014 and has been was extended to August
1, 2015. On February 20, 2014, the Company recognized a note discount of $68,000 related to a beneficial conversion feature which
was amortized over the initial term of the note from February 20, 2014 to August 1, 2014. During the three months ended September
30, 2014, $13,093 of discount amortization is included in interest expense. At September 30, 2014, there was no unamortized balance
of note discount. At June 30, 2014, the unamortized balance of the discount was $13,093.
The Company may prepay the note in readily
available funds at any time prior to the maturity date. The Company has the right to redeem the note into shares of the Company’s
common stock at any time prior to the maturity date at a fixed price of $0.0001 per common stock. At September 30, 2014, the face
amount of the note plus accrued interest was $84,283 and is redeemable into 842,830,000 shares of common stock.
NOTE 5. RELATED PARTY TRANSACTIONS
As of September 30, 2014 and June 30, 2014,
the Company owed the President and Director of the Company $49,000 and $49,000, respectively for payment of expenses. The advance
is non-interest bearing, unsecured, and due on demand.
The President and Director of the Company provides
office space and office services to the Company without rent or charge. Management has determined that such costs are immaterial
to the financial statements and accordingly, have not been reflected therein
ITEM 2. MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE
MONTHS ENDED SEPTEMBER 30, 2014 AND 2013
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.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2014 COMPARED
WITH THE THREE MONTHS ENDED SEPTEMBER 30, 2013
REVENUES
For the three months ended September 30, 2014
and 2013, we had no revenues. We are completely dependent upon the willingness of our management to fund our initial operations
by way of loans from our Chief Executive Officer, shareholders and others. The Company has not realized a profit from its planned
operations.
COSTS OF GOODS SOLD
We did not incur cost of sales for the three months ended September
30, 2014 and 2013.
OPERATING COSTS
Administrative expenses were $78 for the three
months ended September 30, 2014, compared to $111 for the three months ended September 30, 2013 and professional fees were $11,603
for the three months ended September 30, 2014, compared to $9,911 for the three months ended September 30, 2013. The increase in
total administration and professional costs is due to changes in accounting, audit, legal and transfer agent costs related to SEC
compliance and investor relation expenses.
OTHER INCOME (LOSS)
Other income (loss) includes interest expense
of $18,395 and $0 for the three months ended September 30, 2014 and 2013, respectively, related to the redeemable secured note
due shareholder issued on February 20, 2014 and renewed for one year on August 1, 2014.
NET LOSS
Our net losses for the three months September
30, 2014 and 2013 were $30,076 and $10,022, respectively. Our losses increased in the current year primarily because of an interest
expense related to the redeemable secured note due shareholder.
LIQUIDITY
The accompanying financial statements
have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company
as a going concern. As of September 30, 2014, we had cash of $137 and total liabilities of $257,396. Our cash flows from
operating activities for the three months ended September 30, 2014 resulted in cash used of $78. Our current cash balance and
cash flow from operating activities will not be sufficient to fund our operations. Our cash flow used by financing activities
for the three months ended September 30, 2014 was $0. The Company has a working capital deficiency of $171,601 and a
shareholders’ deficit of $255,884 at September 30, 2014.
Primarily as a result of our recurring losses
and our lack of liquidity, we have received a report from our independent registered public accounting firm for our financial statements
for the year ended June 30, 2014 that includes an explanatory paragraph describing the uncertainty as to our ability to continue
as a going concern.
Over the next 12 months we expect to expend
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 twelve months and if we cannot raise
such capital on acceptable terms, we may have to curtail our operations or terminate our business entirely.
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
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.
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, which contemplates
the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has
a shareholders’ deficit and has experienced recurring operating losses and negative operating cash flows since
inception. As reflected in the accompanying financial statements, the Company had a net loss of $30,076 for the three months
September 30, 2014, and had a working capital deficiency of $171,601 and a shareholder’s deficit of $255,884 at
September 30, 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.
Primarily as a result of our recurring losses
and our lack of liquidity, we have received a report from our independent registered public accounting firm for our financial statements
for the year ended June 30, 2014 that includes an explanatory paragraph describing the uncertainty as to our ability to continue
as a going concern.
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.
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, 2015, 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.
Changes in Internal Control over
Financial Reporting
There were no changes in our internal
control over financial reporting during the quarter ended September 30, 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.
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.
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 |
|
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
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 September 30, 2014 |
X |
|
|
|
|
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. |
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|
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|
Date: November 18, 2014 |
By: |
/s/ Aaron Shrira |
|
|
Aaron Shrira
President and Director (Principal Executive Officer) |
|
|
|
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|
|
Date: November 18, 2014 |
By: |
/s/ Elana Berman-Shrira
Elana Berman-Shrira
Treasurer and Director (Principal Accounting and Financial Officer)
|
EXHIBIT 31.1
JOURNAL OF RADIOLOGY, INC.
OFFICER'S CERTIFICATE PURSUANT TO SECTION 302
I, Aaron Shrira certify
that:
1. I have reviewed this Form 10-Q of Journal of Radiology, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
a. Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b. Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrants other certifying officer and I have
disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: November 18, 2014
By: /s/ Aaron Shrira
Aaron Shrira
President
(Principal Executive Officer)
EXHIBIT 31.2
JOURNAL OF RADIOLOGY, INC.
OFFICER'S CERTIFICATE PURSUANT TO SECTION 302
I, Elana Berman-Shrira
certify that:
1. I have reviewed this Form 10-Q of Journal of Radiology, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
a. Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b. Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrants other certifying officer and I have
disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: November 18, 2014
By: /s/ Elana Berman-Shrira
Elana Berman-Shrira
Treasurer
(Principal Financial Officer)
EXHIBIT 32.1
JOURNAL OF RADIOLOGY, INC.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Journal of Radiology, Inc. (the Registrant) on
Form 10-Q for the period ended September 30, 2014 as filed with the Securities and Exchange Commission on the
date hereof (the Report), I, Aaron Shrira, Principal Executive Officer of the Company, certify, pursuant to
18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section
906 has been provided to Aaron Shrira and will be retained by Journal of Radiology, Inc. and furnished to
the Securities and Exchange Commission or its staff upon request.
Dated: November 18, 2014
By: /s/ Aaron Shrira
Aaron Shrira
President
(Principal Executive Officer)
EXHIBIT 32.2
JOURNAL OF RADIOLOGY, INC.
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Journal of Radiology, Inc. (the
Registrant) on Form 10-Q for the period ended September 30, 2014 as filed with the Securities and Exchange
Commission on the date hereof (the Report), I, Elana Berman-Shrira, Principal Financial Officer of the Company,
certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of the Company.
A signed original of this written statement required by Section 906
has been provided to Elana Berman-Shrira and will be retained by Journal of Radiology, Inc. and furnished
to the Securities and Exchange Commission or its staff upon request.
Dated: November 18, 2014
By: /s/ Elana Berman-Shrira
Elana Berman-Shrira
Treasurer
(Principal Financial Officer)