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

FORM 10-K /A

Amendment No. 1

(Mark One)x	ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

For the fiscal year ended June 30, 2012

 ̈ TRANSITION REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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                      



|Securities registered under Section 12(b) of the Exchange Act: | None                                    
|-------------------------------------------------------------- | ----------------------------------------
|                                                               |                                         
|Securities registered under Section 12(g) of the Exchange Act: | Common stock, par value $0.001 per share
|                                                               | (Title of Class)                        

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ̈
No x



Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ̈No x



Indicate by check mark whether the issuer (1) filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 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
x No  ̈



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 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files). Yes  ̈
No  ̈



Indicate by check mark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.  ̈



1







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.



|Large accelerated filer           ̈ | Accelerated filer                     ̈
|---------------------------------- | --------------------------------------
|Non-accelerated filer             ̈ | Smaller reporting company   x         



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



Aggregate market value of the voting
and non-voting common equity held by non-affiliates of the registrant as of September 24, 2012: $125,610,000



As of September 24, 2012 the registrant
had 1,781,550,000 outstanding shares of Common Stock.

Documents incorporated by reference: None.

2





TABLE OF CONTENTS

|PART I   |                                                                                                 |  |  | Page | 
|-------- | ----------------------------------------------------------------------------------------------- |  |  | ---- | 
|Item 1.  | Business                                                                                        |  |  | 4    | 
|Item 1A. | Risk Factors                                                                                    |  |  | 5    | 
|Item 1B. | Unresolved Staff Comments                                                                       |  |  | 8    | 
|Item 2.  | Properties                                                                                      |  |  | 8    | 
|Item 3.  | Legal Proceedings                                                                               |  |  | 9    | 
|Item 4.  | Mine Safety Disclosures                                                                         |  |  | 9    | 
|PART II  |                                                                                                 |  |  |      | 
|Item 5.  | Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  |  | 9    | 
|Item 6.  | Selected Financial Data                                                                         |  |  | 10   | 
|Item 7.  | Management’s Discussion and Analysis of Financial Condition and Results of Operations           |  |  | 10   | 
|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk                                      |  |  | 12   | 
|Item 8.  | Financial Statements and Supplementary Data                                                     |  |  | 12   | 
|Item 9.  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure            |  |  | 13   | 
|Item 9A. | Controls and Procedures                                                                         |  |  | 13   | 
|Item 9B. | Other Information                                                                               |  |  | 13   | 
|PART III |                                                                                                 |  |  |      | 
|Item 10. | Directors, Executive Officers and Corporate Governance                                          |  |  | 14   | 
|Item 11. | Executive Compensation                                                                          |  |  | 14   | 
|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  |  |  | 16   | 
|Item 13. | Certain Relationships and Related Transactions and Director Independence                        |  |  | 16   | 
|Item 14. | Principal Accountant Fees and Services                                                          |  |  | 16   | 
|PART IV  |                                                                                                 |  |  |      | 
|Item 15. | Exhibits, Financial Statement Schedules                                                         |  |  | 18   | 
|         | Signatures                                                                                      |  |  | 19   | 



3





EXPLANATORY
NOTE

Journal of Radiology, Inc. is filing this
Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended June 30, 2012, which was originally
filed with the Securities and Exchange Commission on October 3, 2012.



In order to respond to certain comments
of the staff of the SEC the Company is hereby amending disclosures in Item 1. Business, Item 7. Management Discussion and Analysis
of Financial Condition and Results of Operations, Item 9A Controls and Procedures, Signatures, Item 15 Exhibit Index and Exhibit
31 – Certifications.



In
addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, currently dated certifications by our
Principal Executive Officer and Principal Financial Officer are filed as exhibits to this Amendment. This Form 10-K/A – Amendment
Number 1, replaces the previous filing in its entirety.

PART I.

Forward-Looking Information



Much of the discussion in this Item is “forward
looking”.  Actual operations and results may materially differ from present plans and projections due to changes in
economic conditions, new business opportunities, changed business conditions, and other developments.  Other factors that
could cause results to differ materially are described in our filings with the Securities and Exchange Commission.



There are several factors that could cause
actual results or events to differ materially from those anticipated, and include, but are not limited to, general economic, financial
and business conditions, changes in and compliance with governmental laws and regulations, including various state and federal
environmental regulations, our ability to obtain additional financing from outside investors and/or bank and mezzanine lenders,
and our ability to generate sufficient revenues to cover operating losses and position us to achieve positive cash flow.



Readers are cautioned not to place undue reliance
on the forward-looking statements contained herein, which speak only as of the date hereof.  We believe the information contained
in this Form 10-K to be accurate as of the date hereof.  Changes may occur after that date.   We will not update
that information except as required by law in the normal course of its public disclosure practices.



ITEM 1.	BUSINESS.

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. The agreement gives the Company the
right to market the products of Imagin8. The license allows us to market a series of interactive media displays, specializing
in touchless, gesture - hand and body motion enabled software solutions that provide an innovative new way of interfacing with
consumers. We have not yet fully established our new business model. The agreement commences on May 1, 2012 and has duration
of one year and thereafter on a month-by-month basis. Imagin8 has the option, at any time, in its sole discretion with sixty (60)
day prior notice to terminate the agreement. The month-by-month agreement is currently in force.



4







The Company has been in
the development stage since its formation and has realized revenues of $105,000 from its planned operations.



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.



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.

5







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.

6









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



Our principal shareholder, Nadav Elituv ,
currently beneficially owns approximately 54.7 % 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 him 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:



7







|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
1B. UNRESOLVED STAFF COMMENTS

We
have received no written comments regarding our periodic or current reports from the staff of the SEC that were issued 180 days
or more preceding the end of our fiscal year 2012 that remain unresolved.

ITEM
2.	PROPERTIES.

The Company owns no real property.



8





ITEM 3.	LEGAL PROCEEDINGS.

None.

ITEM 4. MINE SAFETY DISCLOSURES

N/A

PART
II.

ITEM
5.	MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information



Our
common stock is quoted under the symbol “JRRDD” on the OTCBB operated by the Financial Industry Regulatory Authority,
Inc. (“FINRA”) and the OTCQB operated by OTC Markets Group, Inc.  Few
market makers continue to participate in the OTCBB system because of high fees charged by FINRA.  Consequently, market makers
that once quoted our shares on the OTCBB system may no longer be posting a quotation for our shares. As of the date of this report,
however, our shares are quoted by several market makers on the OTCQB. The criteria for listing on either the OTCBB or OTCQB are
similar and include that we remain current in our SEC reporting.



Only a limited market exists for our securities. There is no assurance
that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder may be unable
to resell his securities in our company.



The following tables set forth the range of high and low prices
for our common stock for the each of the periods indicated as reported by the OTCQB. These quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.



|Fiscal Year Ending June 30, 2012
|--------------------------------
|Quarter Ended                   
|June 30, 2012                   
|March 31, 2012                  



On September 24, 2012, the last sales price per share of our common
stock was $0.20.



Penny Stock



The SEC has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market 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 or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk
in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or
dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such
duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market,
including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains
a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document
or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including
language, type size and format, as the SEC shall require by rule or regulation.

9







ITEM 6.	SELECTED FINANCIAL DATA.

Not Applicable.



ITEM 7.	MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Journal of Radiology, Inc. 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



FISCAL YEAR ENDED JUNE 30, 2012 COMPARED
TO THE FISCAL YEAR ENDED JUNE 30, 2011



REVENUES



For the fiscal year ended June 30, 2012 and
fiscal year ended June 30, 2011 we generated $0 and $105,000 revenue, respectively In 2011 we earned revenue for consulting
fees related to research and due diligence on a potential business acquisition for a client. 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 realized a profit from its planned operations.



COSTS OF GOODS SOLD



We did not incur cost of sales for the fiscal
year ended June 30, 2012 or fiscal year ended June 30, 2011



OPERATING COSTS



Administrative expenses were $494 for the fiscal
year ended June 30, 2012, compared to $265 for the fiscal year ended June 30, 2011 and professional fees were $69,082 for the fiscal
year ended June 30, 2012, compared to $131,174 a decrease of $62,092. There was a decrease in professional fees since we did not
earn revenue in the current year and, as such, did not incur professional fees to earn revenue.



During the year ended June 30, 2012, the Company
issued 669,000,000 shares of common stock valued at $44,600,000 for consulting services as follows:

| | i) | The Company issued 81,000,000 shares of common stock to Al Kau
on May 9, 2012 in exchange for introducing us to potential customers valued at $5,400,000.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | ii) | The Company issued 75,000,000 shares of common stock to Tony Diveronica
on May 9, 2012 in exchange for introducing us to potential customers valued at $5,000,000.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | iii) | The Company issued 81,000,000 shares of common stock to Ray Kau
on May 9, 2012 in exchange for introducing us to potential customers valued at $5,400,000.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | iv) | The Company issued 75,000,000 shares of common stock to Nadav
Elituv on May 9, 2012 in exchange for software development services related to interactive displays valued at $5,000,000.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | v) | The Company issued 81,000,000 shares of common stock to Doug Clark
on May 9, 2012 in exchange for consulting services related to filing our Forms 10-Q and 10-K valued at $5,400,000.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | vi) | The Company issued 60,000,000 shares of common stock to James
M. McKinney on May 9, 2012 in exchange for accounting and bookkeeping services valued at $4,000,000.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

10





| | vii) | The Company issued 60,000,000 shares of common stock to Dan Masters
on May 9, 2012 in exchange for legal services valued at $4,000,000.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------

| | viii) | The Company issued 81,000,000 shares of common stock to Stuart
Turk on May 9, 2012 in exchange for consulting services related to introductions to lawyers, accountants and broker-dealers valued
at $5,400,000.
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ix) | The Company issued 75,000,000 shares of common stock to Bradley
Southam on May 9, 2012 in exchange for software development services related to interactive displays valued at $5,000,000.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In addition, the Company
recorded an impairment loss on licensing rights for interactive media technology of $64,500,000. As such, total operating costs
were $109,169,576 for the fiscal year ended June 30, 2012, compared to $131,439 for the fiscal year ended June 30, 2011.



NET LOSS



Our net loss for the year ended June 30, 2012
and the fiscal year ended June 30, 2011 was $106,169,576 and $26,439 respectively. For the year ended June 30, 2012, the increase
in our net loss was attributed to not earning revenues in the current year and the issuance of 669,000,000 shares of common stock
valued at $44,600,000 for consulting services and an impairment loss on licensing rights for interactive media technology of $64,500,000.
Net loss from inception (May 21, 2009) to June 30, 2012 is $109,200,901.



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 June 30, 2012, we had cash of $3,154 and total liabilities of $154,970. Our cash
flows from operating activities for the fiscal year ended June 30, 2012 resulted in cash used of $34,576. 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 fiscal year ended June 30, 2012 and 2011 was $31,970 and $31,500, respectively. The Company has an accumulated deficit
during development stage at June 30, 2012 and June 30, 2011 of $109,200,901 and $31,325, respectively. The deficit reported at
June 30, 2012 is largely a result of operating expenses for professional fees, shares issued for consulting services and impairment
of licensing rights. These conditions led to our auditor reporting substantial doubt about our ability to continue as a going concern.



Over the next 12 months we expect to expend
approximately $30,000 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.

11







OPERATING CAPITAL AND CAPITAL EXPENDITURE
REQUIREMENTS



We are currently funding our initial operations
by way of 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 $30,000 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.



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 development stage at June 30, 2012 and 2011 of $109,200,901 and $31,325, 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 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.



ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.



The financial statements
and related notes are included as part of this report as indexed in the appendix on page F-1 through F-15.

12





ITEM 9.	CHANGE IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.



ITEM 9A.	CONTROLS AND
PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act
of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the
period covered by this annual report, being June 30, 2012. This evaluation was carried out under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial Officer.



Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s
rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required
to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated
to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required
disclosure.



Based upon that evaluation, including our Chief Executive Officer
and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the
period covered by this annual report.



Management’s Report on Internal Control over Financial
Reporting



Our management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management
has assessed the effectiveness of our internal control over financial reporting as of June 30, 2012 based on criteria established
in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result
of this assessment, management concluded that, as of June 30, 2012, our internal control over financial reporting was not effective.
Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative
of many small companies with small staff: (i) inadequate segregation of duties and ineffective risk assessment; and (ii) insufficient
written policies and procedures for accounting and financial reporting with respect to the requirements and application of both
US GAAP and SEC guidelines.



We plan to take steps to enhance and improve the design of our
internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able
to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes
during our fiscal year ending June 30, 2013: (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 in (i) and (ii) 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 was no change in the Company’s
internal control over financial reporting identified in connection with the requisite evaluation that occurred during the last
fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control
over financial reporting.



ITEM 9B.	OTHER INFORMATION.

None.

13







PART III

ITEM 10.	DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The executive officers and directors of the Company as of September
24, 2012 are as follows:



| | Name                | Age | Position                         
| | ------------------- | --- | ---------------------------------
| | Aaron Shrira        | 70  | President and Director           
| | Elana Berman-Shrira | 62  | Secretary, Treasurer and Director



Duties, Responsibilities and Experience



Biographical Information



Aaron Shrira, age 70, has been the President
and CEO of the Company since its incorporation. He is also the founder, and has been the CEO since 1983, of Reliable Printing Solutions
and its affiliates including Century Computer Products, Inc. These companies, based in Santa Monica, California, market toner and
ink jet cartridges and related products and employ approximately 130 people. Prior to 1983 Mr. Shrira owned a construction company
that built and operated Gasoline Stations. He began his business career in Real Estate, buying and selling real estate investments.
Mr. Shrira received his BS degree in Mechanical Engineering from Indiana Institute of Technology. He is married to Elana Berman-Shrira,
the other officer and director of the Company.



Elana Berman-Shrira, age 62, has been
the Secretary, Treasurer and CFO of the Company since its incorporation. She has been involved in design, manufacturing and distribution
of collectable jewelry for both private and public clientele since 1997. In addition she has been actively involved in consulting
others in the purchasing of real estate, and the design and renovation/restoration of properties since 1995. Prior to that, Ms.
Berman-Shrira received a B.A. in Sociology from California State University, Northridge and worked as a medical social worker for
the County of Los Angeles. Subsequently, she earned a Master's Degree from Antioch University in Clinical Psychology. She is married
to Aaron Shrira, the other officer and director of the Company.



CONFLICTS OF INTEREST



As noted above, the two members of the Company's
management have other business interests, however, these other businesses are not seeking mergers or acquisitions and have entirely
different business plans from that of this Issuer. Consequently, there are no known potential conflicts of interest in the different
businesses. However there is a potential conflict of interest in the time which the officers and directors devote to this Company
and to their other interests. We do not currently have an agreement as to the amount of time that will be devoted to the Company's
affairs. Management has stated that it will devote such time as it believes necessary to seeking out potential business

combination targets for the Company.



The officers and directors are, so long as
they are officers or directors of the Company, subject to the restriction that all opportunities contemplated by the Company's
plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered
opportunities of, and be made available to the Company. A breach of this requirement will be a breach of the fiduciary duties of
the officer or director.



However, all directors may still individually
take advantage of opportunities if the Company should decline to do so. Except as set forth above, we have not adopted any other
conflict of interest policy with respect to such transactions.



ITEM 11.	EXECUTIVE COMPENSATION.

Summary
of Cash and Certain Other Compensation

14







The following table provides
certain summary information concerning the compensation earned by the named executive officers for the fiscal years ended June
30, 2012 and 2011, for services rendered in all capacities to Journal of Radiology, Inc.:



|Name & Principal Position                                      | Year | Salary ($) | Bonus
        ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($)
|-------------------------------------------------------------- | ---- | ---------- | ----------------- | ---------------- | ----------------- | ------------------------------------------ | ----------------------------------------------- | -------------------------- | ---------
|Aaron Shrira,  President and Director                          | 2012 | $-         | $ -               | $ -              | $ -               | $-                                         | $ -                                             | $ -                        | $ -      
|                                                               | 2011 | $-         | $ -               | $ -              | $ -               | $-                                         | $ -                                             | $ -                        | $ -      
|                                                               |      |            |                   |                  |                   |                                            |                                                 |                            |          
|Elana Berman-Shrira,
        Secretary, Treasurer and Director | 2012 | $-         | $ -               | $ -              | $ -               | $-                                         | $ -                                             | $ -                        | $ -      
|                                                               | 2011 | $-         | $ -               | $ -              | $ -               | $-                                         | $ -                                             | $ -                        | $ -      
|                                                               |      |            |                   |                  |                   |                                            |                                                 |                            |          





Director Compensation





The following table provides compensation summary concerning the
compensation earned by the named directors for the years ended June 30, 2012 and 2011.



|Name                          | Year | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total
|----------------------------- | ---- | --------------------------- | ------------ | ------------- | -------------------------------------- | -------------------------------------------- | ---------------------- | -----
|Aaron Shrira, Director        | 2012 | $-                          | $ -          | $ -           | $ -                                    | $ -                                          | $ -                    | $-   
|2011                          | $-   | $ -                         | $ -          | $ -           | $ -                                    | $ -                                          | $-                    
|                              |      |                             |              |               |                                        |                                              |                       
|                              |      |                             |              |               |                                        |                                              |                        |      
|Elana Berman-Shrira, Director | 2012 | $-                          | $ -          | $ -           | $ -                                    | $ -                                          | $ -                    | $-   
|2011                          | $-   | $ -                         | $ -          | $ -           | $ -                                    | $ -                                          | $-                    
|                              |      |                             |              |               |                                        |                                              |                        |      





15







ITEM 12.	SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Certain Beneficial Owners and
Management

The following table sets forth, as of June
30, 2012, information about the beneficial ownership of our capital stock with respect to each person known by Journal of Radiology,
Inc. to own beneficially more than 5% of the outstanding capital stock, each director and officer, and all directors and officers
as a group.



|                                                         | Number of Shares Beneficially Owned |        | Percentage of Class (2)
|-------------------------------------------------------- | ----------------------------------- | ------ | -----------------------
|Name and Address(1)                                      | Class                              
|Aaron Shrira(3)                                          | 180,000,000                         | Common | 10.1%                  
|President and Director                                   |                                     |        |                        
|Elana Berman-Shrira(3)                                   | -                                   | Common | *                      
|Nadav Elituv (4)                                         | 975,000,000                         | Common | 54.7%                  
|All directors and executive
        officers (2 persons) | 1,155,000,000                       | Common | 64.8%                  
|*Denotes less than 1%                                   



1)Unless
noted otherwise, the address for all persons listed is c/o the Company at 2230 Michigan Avenue,

Santa
Monica, California 90404.

2)The
above percentages are based on 1,781,550,000 shares of common stock outstanding as September 24, 2012.

3) Elana Berman-Shrira
may be considered the beneficial owner of 180,000,000 shares owned by her husband Aaron Shrira.

| | 4) | Represents 75,000,000 shares held directly and 900,000,000 shares hold by a wholly owned corporation,
Imagin8. Address: 53Theddore PL, Thornhill, Ontario, Canada L4J 8E4
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



“Beneficial ownership” means the
sole or shared power to vote or to direct the voting of, a security, or the sole or shared investment power with respect to a security
(i.e., thepower to dispose of or to direct the disposition of, a security).

There are no arrangements, known to us,
including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control
of Journal of Radiology, Inc.

There are no arrangements
or understandings among members of both the former and the new control groups and their associates with respect to election of
directors or other matters.

ITEM 13.	CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

None.





ITEM 14.	PRINCIPAL ACCOUNTANT
FEES AND SERVICES.

Audit Fees

The aggregate fees billed by the Company's
auditors for the professional services rendered in connection with the audit of the Company's annual financial statements, review
of our Form 10 and reviews of the financial statements included in the Company's Forms 10-Qs
and Form 10-Ks for fiscal 2012 and 2011 were approximately $11,250 and $9,250, respectively.

16







Audit-Related Fees

None.

Tax Fees

None.

All Other Fees

Fees billed in connection
with subsidiary stand alone audits in fiscal 2011 and 2011 were approximately $0 and $0, respectively.



17







PART IV.

ITEM 15.	EXHIBITS.

|        |                                                                                                    |                   |                | Incorporated by reference
|------- | -------------------------------------------------------------------------------------------------- | ----------------- | -------------- | -------------------------
|Exhibit | Exhibit Description                                                                                | Furnishedherewith | Filed herewith | Form                     
|3.1     | Articles of Incorporation                                                                          |                   |                | 10/A#2                   
|3.2     | Bylaws                                                                                             |                   |                | 10/A #2                  
|3.3     | Amendment to the Articles of Incorporation                                                         |                   | X              |                          
|3.4     | Certificate of Designation Series A Convertible Preferred Stock                                    |                   | X              |                          
|10.1    | License Agreement dated May 1, 2012 between Imagin8 and Journal of Radiology, Inc.                 |                   | X              |                          
|23.1    | Consent of De Joya Griffith & Company, LLC                                                         |                   | X              |                          
|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.INS | XBRL Instance Document                                                                             | X                 |                |                          
|101.SCH | XBRL Taxonomy Extension Schema Document                                                            | X                 |                |                          
|101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document                                              | X                 |                |                          
|101.LAB | XBRL Taxonomy Extension Label Linkbase Document                                                    | X                 |                |                          
|101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document                                             | X                 |                |                          
|101.DEF | XBRL Taxonomy Extension Definition Linkbase Definition                                             | X                 |                |                          
|        |                                                                                                    |                   |                |                          



18





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:   March 15, 2013 | By:                       
|                       |                           
|                       |                           
|                       |                           
|Date: March 15, 2013   | By:                       





Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.





|                     |     |                                                                                                                                
|-------------------- | --- | -------------------------------------------------------------------------------------------------------------------------------
|                     |     |                                                                                                                                
|Date: March 15, 2013 | By: | /s/ Aaron Shrira                                                                                                               
|                     |     | Aaron Shrira
        President and Director (Principal Executive Officer)                                                      
|                     |     |                                                                                                                                
|                     |     |                                                                                                                                
|Date: March 15, 2013 | By: | /s/ Elana Berman-Shrira
        Elana Berman-Shrira
        Treasurer and Director (Principal Accounting and Financial Officer)

19

















JOURNAL OF RADIOLOGY, INC.
FINANCIAL STATEMENTS
JUNE 30, 2012 AND 2011















F-1







Office Locations Las Vegas, NV New York, NY Pune, India Beijing, China






REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders

Journal of Radiology, Inc.,



We have audited the accompanying balance sheets of Journal
of Radiology, Inc. (A Development Stage Company) (the Company) as of June 30, 2012 and 2011 and the related statements
of operations, stockholders equity (deficit) and cash flows for each of the years then ended and for the period from inception
(May 21, 2009) through June 30, 2012. Journal of Radiology, Incs management is responsible for these financial statements.
 Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with the standards
of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement.  The company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the companys internal control over
financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.



In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of Journal of Radiology, Inc. (A Development Stage Company) as
of June 30, 2012 and 2011 and the results of its operations and its cash flows for each of the years then ended and for the period
from inception (May 21, 2009) through June 30, 2012 in conformity with accounting principles generally accepted in the United
States of America.



The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered
losses from operations, which raise substantial doubt about its ability to continue as a going concern. Managements plans
in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.





/s/ De Joya Griffith, LLC

Henderson, Nevada

September 26, 2012









De Joya Griffith,
LLC ● 2580 Anthem Village Dr. ●Henderson, NV ● 89052

Telephone
(702) 563-1600 ● Facsimile (702) 920-8049

www.dejoyagriffith.com











F-2





JOURNAL OF RADIOLOGY,
INC.

(A Development Stage Company)

BALANCE SHEETS

(Audited)

|                                                                                                                                     |  | As of Year End June 30, 2012 |              | As of Year End June 30, 2011
|------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------- | ------------ | ----------------------------
|Assets                                                                                                                               |  |                              |              |                             
|Cash                                                                                                                                 |  | $                            | 3,154        |                             
|Accounts receivable                                                                                                                  |  |                              | 58,000       |                             
|Total assets                                                                                                                         |  | $                            | 61,154       |                             
|Liabilities and Stockholders’  (Deficit)                                                                                             |  |                              |              |                             
|Accounts payable                                                                                                                     |  | $                            | 89,000       |                             
|Advances                                                                                                                             |  |                              | 16,970       |                             
|Due to director                                                                                                                      |  |                              | 49,000       |                             
|Total liabilities                                                                                                                    |  |                              | 154,970      |                             
|Stockholders’ Deficit :                                                                                                              |  |                              |              |                             
|Preferred stock; par value $0.01; 49,000,000 shares authorized, nil issued and outstanding                                           |  |                              | —            |                             
|Series A Convertible Preferred Stock; par value $0.01; 1,000,000 shares authorized, nil issued and outstanding                       |  |                              | —            |                             
|Common stock; par value $0.001; 5,000,000,000 shares authorized, 1,781,550,000 and 212,550,000 issued and outstanding, respectively. |  |                              | 1,781,550    |                             
|Additional paid-in capital                                                                                                           |  |                              | 107,325,535  |                             
|Deficit accumulated during development stage                                                                                         |  |                              | (109,200,901 | )                           
|Total stockholders’ deficit                                                                                                          |  |                              | (93,816      | )                           
|                                                                                                                                     |  |                              |              |                             
|Total liabilities and stockholders' deficit                                                                                          |  | $                            | 61,154       |                             



See Notes to Financial Statements.







F-3





JOURNAL OF RADIOLOGY,
INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Audited)



|                                                            |  | For the Year ended June 30, 2012 |              | For the Year ended June 30, 2011 |  | From Inception (May 21, 2009) to June 30, 2012
|----------------------------------------------------------- |  | -------------------------------- | ------------ | -------------------------------- |  | ----------------------------------------------
|                                                            |  |                                  |              |                                  |  |                                               
|                                                            |  |                                  |              |                                  |  |                                               
|Revenue                                                     |  | $                                | —            |                                  |  | $                                             
|                                                            |  |                                  |              |                                  |  |                                               
|Total  revenue                                              |  |                                  | —            |                                  |  |                                               
|                                                            |  |                                  |              |                                  |  |                                               
|Operating costs:                                            |  |                                  |              |                                  |  |                                               
|Professional fees                                           |  |                                  | 69,082       |                                  |  |                                               
|Administrative expenses                                     |  |                                  | 494          |                                  |  |                                               
|Impairment of licensing rights                              |  |                                  | 64,500,000   |                                  |  |                                               
|Stock based compensation                                    |  |                                  | 44,600,000   |                                  |  |                                               
|                                                            |  |                                  |              |                                  |  |                                               
|Total operating costs                                       |  |                                  | 109,169,576  |                                  |  |                                               
|                                                            |  |                                  |              |                                  |  |                                               
|Net loss                                                    |  | $                                | (109,169,576 | )                                |  | $                                             
|                                                            |  |                                  |              |                                  |  |                                               
|Basic loss per share                                        |  | $                                | (0.24        | )                                |  |                                               
|                                                            |  |                                  |              |                                  |  |                                               
|Weighted average number of common shares outstanding- basic |  |                                  | 455,804,795  |                                  |  |                                               
|                                                            |  |                                  |              |                                  |  |                                               



See Notes to Financial Statements.







F-4





JOURNAL OF RADIOLOGY,
INC.

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

FROM INCEPTION (MAY 21, 2009) TO JUNE 30,
2012

(Audited)

|                                                 |  | Common Shares |               | Common Stock |  | Additional Paid-in Capital |           | Deficit Accumulated During Development Stage |  | Total Stockholders’ Equity (Deficit)
|------------------------------------------------ |  | ------------- | ------------- | ------------ |  | -------------------------- | --------- | -------------------------------------------- |  | ------------------------------------
|Common stock issued per court order May 21, 2009 |  |               | 32,550,000    |              |  | $                          | 32,550    |                                              |  | $                                   
|Net loss                                         |  |               | —             |              |  |                            | —         |                                              |  |                                     
|Balance June 30, 2009                            |  |               | 32,550,000    |              |  |                            | 32,550    |                                              |  |                                     
|                                                 |  |               |               |              |  |                            |           |                                              |  |                                     
|Common stock issued for cash                     |  |               | 180,000,000   |              |  |                            | 180,000   |                                              |  |                                     
|Net loss                                         |  |               | —             |              |  |                            | —         |                                              |  |                                     
|Balance June 30, 2010                            |  |               | 212,550,000   |              |  |                            | 212,550   |                                              |  |                                     
|                                                 |  |               |               |              |  |                            |           |                                              |  |                                     
|Net loss                                         |  |               | —             |              |  |                            | —         |                                              |  |                                     
|Balance June 30, 2011                            |  |               | 212,550,000   |              |  |                            | 212,550   |                                              |  |                                     
|                                                 |  |               |               |              |  |                            |           |                                              |  |                                     
|Common stock issued for consulting services      |  |               | 669,000,000   |              |  |                            | 669,000   |                                              |  |                                     
|Common stock issued for licensing rights         |  |               | 900,000,000   |              |  |                            | 900,000   |                                              |  |                                     
|Net loss                                         |  |               | —             |              |  |                            | —         |                                              |  |                                     
|Balance June 30, 2012                            |  |               | 1,781,550,000 |              |  | $                          | 1,781,550 |                                              |  | $                                   



See Notes to Financial Statements.



F-5







JOURNAL OF RADIOLOGY, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Audited)



|                                                                                            |  | For the Year Ended June 30, 2012 |              | For the Year Ended June 30, 2011 |  | From Inception (May 21, 2009) to June 30, 2012
|------------------------------------------------------------------------------------------- |  | -------------------------------- | ------------ | -------------------------------- |  | ----------------------------------------------
|Cash Flows from Operating Activities                                                        |  |                                  |              |                                  |  |                                               
|Net loss                                                                                    |  | $                                | (109,169,576 | )                                |  | $                                             
|Adjustments to reconcile net loss to net cash used in operating activities and liabilities: |  |                                  |              |                                  |  |                                               
|Issuance of common stock per court order                                                    |  |                                  | —            |                                  |  |                                               
|Stock issued for services                                                                   |  |                                  | 44,600,000   |                                  |  |                                               
|Impairment of licensing rights                                                              |  |                                  | 64,500,000   |                                  |  |                                               
|Changes in operating assets and liabilities:                                                |  |                                  |              |                                  |  |                                               
|Decrease (increase) in accounts receivable                                                  |  |                                  | 47,000       |                                  |  |                                               
|Increase (decrease) in accounts payable                                                     |  |                                  | (12,000      | )                                |  |                                               
|Net cash used in operating activities                                                       |  |                                  | (34,576      | )                                |  |                                               
|                                                                                            |  |                                  |              |                                  |  |                                               
|Cash Flows from Financing Activities:                                                       |  |                                  |              |                                  |  |                                               
|Increase in advance from director                                                           |  |                                  | 15,000       |                                  |  |                                               
|Issuance of common stock                                                                    |  |                                  | —            |                                  |  |                                               
|Advances                                                                                    |  |                                  | 17,470       |                                  |  |                                               
|Repayment of advances                                                                       |  |                                  | (500         | )                                |  |                                               
|Net cash provided by financing activities                                                   |  |                                  | 31,970       |                                  |  |                                               
|                                                                                            |  |                                  |              |                                  |  |                                               
|Net change in cash                                                                          |  |                                  | (2,606       | )                                |  |                                               
|Cash beginning of year                                                                      |  |                                  | 5,760        |                                  |  |                                               
|Cash end of year                                                                            |  | $                                | 3,154        |                                  |  | $                                             
|                                                                                            |  |                                  |              |                                  |  |                                               
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                                           |  |                                  |              |                                  |  |                                               
|Cash paid during period for:                                                                |  |                                  |              |                                  |  |                                               
|Interest paid                                                                               |  | $                                | —            |                                  |  | $                                             
|Income tax paid                                                                             |  | $                                | —            |                                  |  | $                                             
|Shares issued for purchase of licensing rights                                              |  | $                                | 64,500,000   |                                  |  | $                                             



See Notes to Financial Statements.





F-6









JOURNAL OF RADIOLOGY, INC.

(A Development Stage Company)

Notes to Financial Statements

June 30, 2012

(Audited)



NOTE 1. NATURE AND BACKGROUND OF BUSINESS



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. The agreement gives the Company the
right to market the products of Imagin8. The agreement commences on May 1, 2012 and has duration of one year and thereafter on
a month-by-month basis. Imagin8 has the option, at any time, in its sole discretion with sixty (60) day prior notice to terminate
the agreement.



The Company has been in the development stage
since its formation and has only one client from its planned operations.



NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



a. BASIS OF ACCOUNTING



The Company's financial statements are prepared
in accordance with accounting principles generally accepted in the United States. The Company has elected a June 30 year-end.



b. BASIC EARNINGS PER SHARE



ASC No. 260, “Earnings Per Share”,
specifies the computation, presentation, and disclosure requirements for earnings (loss) per share for entities with publicly held
common stock. The Company has adopted the provisions of ASC No. 260.

Basic net loss per share amount 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. Common stock equivalents, which include warrants to purchase common stock, on June 30, 2012 and 2011 were
not included in the computation of diluted earnings per share because the effect would be antidilutive.

F-7







c. 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.



d. CASH AND CASH EQUIVALENTS



Investments with maturity of three months or less are considered
to be cash equivalents.



The Company minimizes its credit risk associated
with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally
insured limits. At June 30, 2012 and June 30, 2011, the balance did not exceed the federally insured limit.



e. 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.



f. STOCK-BASED COMPENSATION



The Company follows FASB ASC Subtopic 718,
Stock Compensation, which requires that new, modified and unvested share-based payment transactions with employees, such as grants
of stock options and restricted stock, be recognized in the financial statements based on their fair value at the grant date and
recognized as compensation expense over their vesting periods. The Company estimates the fair value of stock options as of the
date of grant using the Black-Scholes option pricing model and restricted stock based on the quoted market price. For non-employee
stock-based compensation, the Company follows ASC Topic 505 – Equity-Based Payments to Non-Employees, which requires stock-based
compensation related to non-employees to be accounted for based on the fair value of the related stock or options or the fair value
of the services on the grant date, whichever is more readily determinable in accordance with ASC Topic 718.







F-8







g. INCOME TAXES



Income taxes are provided in accordance with
Codification topic 740, “Income Taxes”, which requires an asset and liability approach for the financial accounting
and reporting of income taxes. Current income tax expense (benefit) is the amount of income taxes expected to be payable (receivable)
for the current year. A deferred tax asset and/or liability is computed for both the expected future impact of differences between
the financial statement and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax
loss and tax credit carry forwards. Deferred income tax expense is generally the net change during the year in the deferred income
tax asset and liability. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected
to be “more likely than not” realized in future tax returns. Tax rate changes and changes in tax law are reflected
in income in the period such changes are enacted.



h. IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS



The Company evaluates its long-lived assets
for indicators of possible impairment. The intangible asset subject to amortization held and used by the Company is reviewed for
impairment whenever events or changes in circumstances indicate that its net book value may not be recoverable. When such factors
and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or
group of assets over their estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the
excess of the carrying amount over the fair value of those assets and is recorded in the period in which the determination was
made. The most important factor in the calculation of the fair value of the intangible asset is the projected sales derived from
interactive media technology which are estimated by extrapolating the current growth trends of the product and applying judgment
as to the appropriate future growth rate among other factors. We conducted a test for impairment which was triggered because the
Company is currently unable to forecast sales of the fiscal year ended June 30, 2012. An impairment charge of $64,500,000 and $0
was recorded and included in in the statement of operations during the years ended June 30, 2012 and 2011, respectively.



i. IMPACT OF NEW ACCOUNTING STANDARDS

There have been no recent accounting
pronouncements or changes in accounting pronouncements that impacted the year ended June 30, 2012 or which are expected to impact
future periods, that were not already adopted and disclosed in prior periods.



F-9







NOTE 3. GOING CONCERN



The Company's financial statements are prepared
in accordance with generally accepted accounting principles applicable to a going concern. 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.



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 4. 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.

F-10









The carrying value of the Company’s
financial assets and liabilities which consist of cash, accounts receivable, accounts payable and due to director in management’s
opinion approximate their fair value due to the short maturity of such instruments. These financial assets and liabilities are
valued using level 3 inputs, except for cash which is at level 1.Unless otherwise noted,
it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from
these financial instruments.

NOTE 5. INTERACTIVE MEDIA TECHNOLOGY
SUBJECT TO AMORTIZATON, NET

Intangible assets represent interactive media
technology acquired on May 28, 2012. Acquisition costs were $64,500,000 and $0 at June 30, 2012 and 2011, respectively. These costs
are presented on the balance sheet net of impairment charge of $64,500,000 and $0 at June 30, 2012 and 2011, respectively. The
Company issued 900,000,000 shares of common stock for interactive media technology valued at $64,500,000 ($0.072 per share).



NOTE 6. STOCKHOLDERS' EQUITY



On April 24, 2012, the Company filed a Certificate
of Designation creating a series of 1,000,000 shares of preferred stock, par value $0.01 per share, designated as Series A Convertible
Preferred Stock.



On May 10, 2012, the Company filed a Certificate
of Amendment to its Articles of Incorporation, increasing the number of authorized shares of common stock from 75,000,000 to 500,000,0000
and adding 5,000,000 shares of blank check preferred stock, with a par value of $0.01 per share.



On July 20, 2012, the Company’s Board
of Directors adopted a resolution and the majority of the Company’s stockholders approved an amendment to the Articles of
Incorporation to (i) increase the number of authorized shares of common stock from 500,000,000 to 5,000,000,000 and increase the
number of blank check preferred stock from 5,000,000 to 50,000,000 (ii) affect a thirty (30) to one (1) forward stock split of
the outstanding shares of common stock, All share and per share information presented in these financial statements has been restated
to retroactively reflect this stock split.



The stockholders’ equity of the Company
comprises the following classes of capital stock as of June 30, 2012 and 2011:



The authorized Preferred Stock of the Company
consists of 49,000,000 shares with $0.01 par value. As of June 30, 2012, 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 June 30, 2012, there was no issued and outstanding
Series A Convertible Preferred Stock.



F-11







The authorized common stock
of the Company consists of 5,000,000,000 shares with $0.001 par value. As of June 30, 2012 and 2011, there were 1,781,550,000 and
212,550,000 common shares issued and outstanding, respectively.



The Company's first stock issuance, totaling
32,550,000 shares, took place on May 21, 2009 pursuant to the Chapter 11 Plan of Reorganization confirmed by the U.S. Bankruptcy
Court in the matter of AP Corporate Services, Inc. ("AP").



1. The Court ordered the distribution of shares in Journal of Radiology, Inc. to
all general unsecured creditors of AP, with these creditors to receive their PRO RATA share (according to amount of debt held)
of a pool of 2,400,000 shares in the Company.
2. The Court also ordered the distribution of shares in the Company to all shareholders
of AP, with these shareholders to receive their PRO RATA share (according to number of shares held) of a pool of 150,000 shares
in the Company.
3. The Court also ordered the distribution of shares and warrants in the Company to all
administrative creditors of AP, with these creditors to receive one share and five warrants in the Company for each $0.10 of AP's
administrative debt which they held. These creditors received an aggregate of 1,000,000 common shares in the Company and 5,000,000
warrants consisting of 1,000,000 "A Warrants" each convertible into one share of common stock at an exercise price of
$0.033; 1,000,000 "B Warrants" each convertible into one share of common stock at an exercise price of $0.067; 1,000,000
"C Warrants" each convertible into one share of common stock at an exercise price of $0.10; 1,000,000 "D Warrants"
each convertible into one share of common stock at an exercise price of $0.133; and 1,000,000 "E Warrants" each convertible
into one share of common stock at an exercise price of $0.167. All warrants are exercisable at any time during the five year period
immediately following the effective date January 4, 2009.



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).



NOTE 7 – INCOME TAXES



Income taxes are computed using the asset and
liability method of accounting. Under the asset and liability method, a deferred tax asset or liability is recognized for estimated
future tax effects attributable to temporary differences and carryforwards. The measurement of deferred income tax assets is adjusted
by a valuation allowance, if necessary, to recognize future tax benefits only to the extent that, based on available evidence,
it is more likely than not those benefits will be realized. The Company’s deferred tax assets were fully reserved at June
30, 2012 and 2011.



F-12







Income taxes differ from
the amount that would be computed by applying the Federal statutory income tax rates of 34% (2010 – 34%) as of June 30. The
reasons for the differences are as follows:





|                                     |  | 2012 |              | 2011
|------------------------------------ |  | ---- | ------------ | ----
|Provision for income taxes:          |  |      |              |     
|Net loss                             |  | $    | (109,169,576 | )   
|Adjustments:                         |  |      |              |     
|Impairment of licensing rights       |  |      | 64,500,000   |     
|Stock issued for consulting services |  |      | 44,600,000   |     
|Tax loss                             |  |      | (69,576      | )   
|Federal statutory income tax rate    |  |      | 34           | %   
|                                     |  |      | 23,656       |     
|Change in valuation allowance        |  |      | (23,656      | )   
|                                     |  | $    | —            |     



Deferred tax assets
and liabilities consist of the following as of June 30:



|                                  |  | 2012 |         | 2011
|--------------------------------- |  | ---- | ------- | ----
|Deferred tax assets:              |  |      |         |     
|Net operating loss carry forwards |  | $    | 34,307  |     
|Less valuation allowance          |  |      | (34,307 | )   
|Net deferred tax asset            |  | $    | —       |     



The tax years 2009 through 2012 remain open
to examination by the major taxing jurisdictions in which the Company operates. The Company expects no material changes to unrecognized
tax positions within the next twelve months.



NOTE 8. RELATED PARTY TRANSACTIONS



During the fiscal years June 30, 2012 and 2011,
the Company received from a director $49,000 and $34,000, respectively for payment of expenses. These amounts are included on the
balance sheet as a current liability. The advance is non-interest bearing, unsecured, and due on demand.



The Company neither owns nor leases any real
or personal property. An officer of the corporation provides office services without charge. Such costs are immaterial to the financial
statements and accordingly, have not been reflected therein. The officers and directors for the Company are involved in other business
activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes
available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has
not formulated a policy for the resolution of such conflicts.





F-13







NOTE 9. 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. These warrants were issued per order of the
U.S. Bankruptcy Court in the matter of AP Corporate Services, Inc. ("AP") to the administrative creditors of AP. These
creditors received an aggregate of 5,000,000 warrants consisting of 1,000,000 "A Warrants" each convertible into one
share of common stock at an exercise price of $0.033; 1,000,000 "B Warrants" each convertible into one share of common
stock at an exercise price of $0.067; 1,000,000 "C Warrants" each convertible into one share of common stock at an exercise
price of $0.10; 1,000,000 "D Warrants" each convertible into one share of common stock at an exercise price of $0.133;
and 1,000,000 "E Warrants" each convertible into one share of common stock at an exercise price of $0.167. All warrants
are exercisable at any time prior to

January 4, 2014. As of the date of this report, no warrants have
been exercised.



The fair value of these warrants was estimated at the date of the
Company's inception, May 21, 2009, which was also the date of the grant, using the Black-Scholes Option Pricing Model with current
value of the stock at $0.001 (par value) since there is no market for the stock at the time; dividend yield of 0%; risk-free interest
rate of 2.16% (5 year Treasury Note rate at the issue date); and expiration date of 5 years. Since the stock did not trade, and
since its par value is $0.001, the fair value of the warrants came out to be zero.



The following is a summary of warrants
activity during the years ended June 30, 2012 and 2011:

|                             |  | Number of Shares |           | Weighted Average Exercise Price
|---------------------------- |  | ---------------- | --------- | -------------------------------
|Balance, June 30, 2010       |  |                  | 5,000,000 |                                
|                             |  |                  |           |                                
|Warrants granted and assumed |  |                  | 0         |                                
|Warrants expired             |  |                  | 0         |                                
|                             |  |                  |           |                                
|Balance,  June 30, 2011      |  |                  | 5,000,000 |                                
|                             |  |                  |           |                                
|Warrants granted and assumed |  |                  | 0         |                                
|Warrants expired             |  |                  | 0         |                                
|                             |  |                  |           |                                
|Balance,  June 30, 2012      |  |                  | 5,000,000 |                                



All warrants outstanding as of
June 30, 2012 are exercisable.





F-14







NOTE 10. SUBSEQUENT EVENTS



On July 20, 2012, the Company’s Board
of Directors adopted a resolution and the majority of the Company’s stockholders approved an amendment to the Articles of
Incorporation to (i) increase the number of authorized shares of common stock from 500,000,000 to 5,000,000,000 and increase the
number of blank check preferred stock from 5,000,000 to 50,000,000 (ii) affect a thirty (30) to one (1) forward stock split of
the outstanding shares of common stock, All share and per share information presented in these financial statements has been restated
to retroactively reflect this stock split.











F-15