SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20429

                                FORM 10-K

[X]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended March 31, 1999

[ ]            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
          For the transition period from _____________ to _____________

                        Commission file Number 0-8735

                      MRI Medical Diagnostics, Inc.
         (Exact name of registrant as specified in its charter)

          Colorado                                84-0682860
(State or other jurisdiction of     (I.R.S. Employer Identification Number)
 incorporation or organization)

 480 Camino Del Rio South, Suite 140
        San Diego, California                        92108
(Address of principal executive office)            (Zip Code)

Registrant's telephone number, including area code:  (619) 718-6370

Securities registered pursuant to Section 12(b) of the Act:

      Title of each Class        Name of each exchange on which registered
              None                                 None

Securities registered pursuant to Section (g) of the Act:

                  Common Stock, No Par Value Per Share
                          (Title of each class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the  preceding 12 months (or for such  shorter  period that
the  registrant  was required  to file  such  reports),  and  (2) has  been
subject  to such  filing requirements for the past 90 days.

                          Yes           No   X

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 if 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. [X]

As of January 19, 2000, 8,600,657 shares of common stock were effectively
outstanding.  The aggregate market value of the Registrant's free-trading
common stock (8,600,657 shares) held by non-affiliates on January 19, 2000
was approximately $301,023, based on the averaged bid and asked price of
the stock on January 19, 2000.

<PAGE>

APPLICABLE  ONLY TO CORPORATE  REGISTRANTS:  As of March 31, 1999, the
following shares of the Registrant's common stock were issued and outstanding:

  Common Stock, no par value

DOCUMENTS INCORPORATED BY REFERENCE:  Form 8-K filed August 8, 1997

PART I

ITEM 1.  BUSINESS

The Registrant, MRI Medical Diagnostics, Inc., a Colorado corporation (the
"Company"), was incorporated on November 12, 1971 as Sierra Resources, Inc.
The Company changed its name to Petro-Global, Inc. on May 27, 1987, and to
MRI Medical Diagnostics, Inc. on February 12, 1992 when, pursuant to a
change of control, the Company redirected its business purposes to medical
diagnostic imaging services.  In July 1993, the Company and its wholly
owned subsidiaries each filed for bankruptcy in the Central District Court
of California.  On November 7, 1995, the Court approved and declared
effective a reorganization plan for the Company, which went into effect on
January 2, 1996.

Pursuant to the Reorganization Plan, Tri-National Development Corporation,
a Wyoming corporation, obtained all of the stock of MRI Grand Terrace,
Inc., the Company's wholly owned subsidiary, in partial exchange of which
the bankruptcy estate is to receive 30% of the net proceeds on that portion
of any resulting judgment issued to MRI Grand Terrace, Inc. out of
litigation between Tri-National Development Corporation and MRI Grand
Terrace, Inc. against Citizens Business Bank, then Chino Valley Bank.  On
June 3, 1998, the California Superior Court of San Bernardino County
entered a gross judgment in favor of Tri-National Development Corporation
and MRI Grand Terrace, Inc. in the approximate amount of $5,000,000.
Approximately $4,411,911 of the gross judgment was awarded to MRI Grand
Terrace, Inc. The judgment is currently under appeal and, due to the risk
of reversal, the Company is unable to estimate the amount of proceeds, if
any, that the bankruptcy estate may receive.  See, "LEGAL PROCEEDINGS" below.

On July 15, 1997, the Company approved the Agreement and Plan of
Reorganization with Alpine Herbs & Nutrition International, Inc., a Nevada
Corporation ("Alpine"). The Agreement provided for the acquisition of 100%
of the common stock of Alpine for 4,000,000 post-split shares of the common
stock of the Company.  The Agreement was later terminated by mutual
agreement of the parties.

The Company has no current operations, and has retained the services of
Intermountain Capital Corporation to seek possible merger candidates for
the Company and to accomplish the sale, merger, exchange, capital
investment, loan, joint venture or such other transaction as is deemed
advisable subject to the approval of the Company's Board of Directors and
shareholders.

ITEM 2.  PROPERTIES

Not Applicable.

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

The Bankruptcy Trustee continues to monitor application of the Company's
reorganization plan, specifically with respect to the collection of the
judgment rendered in favor of MRI Grand Terrace, Inc. and Tri-National
Development Corporation against Citizens Business Bank.  Pursuant to the
Settlement Agreement approved by the Bankruptcy Court, the bankruptcy
estate is entitled to recover 30% of the net proceeds of any judgment
received by MRI Grand Terrace, Inc. rendered in the litigation.  On August
17, 1998, Citizens Business Bank posted a $7.5 million bond and filed its
appeal on June 16, 1999 with the California Court of Appeals, San
Bernardino County.  Due to the risk of reversal on appeal, the Company is
unable to estimate the proceeds, if any, that the bankruptcy estate may
recover on the judgment.  Any amount recoverable by the bankruptcy estate
will be less attorney fees and any fees paid to the trustee.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the
fiscal year ended March 31, 1999.

PART II.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The Company's common stock is currently traded on the Over-the-Counter
Bulletin Board under the symbol "MMDI."  On January 11, 2000, the Company
was notified that the stock has been tagged with an "E" code, indicating
that it will be delisted on February 9, 2000 unless the Company brings
itself into compliance with the reporting requirements of the Securities
Exchange Act of 1934.

Following is a statement of the high and low bid information for each full
quarter since the Company's stock began trading on the OTC in September
1997, including the interim period ending December 31, 1999.

QUARTER              HIGH              LOW            CLOSE
09/30/97              1/2              3/32           13/64
12/31/97             5/16               1/8            5/32
03/31/98            11/64              3/64            3/64
06/30/98             5/64              3/64            3/64
09/30/98             3/32              3/64            3/64
12/31/98             3/64              1/32            1/32
03/31/99             1/16              1/32            3/64
06/30/98             3/32              1/32            1/32
09/30/98             1/16              1/64            1/64
12/31/99             3/64              1/64            1/32

As of December 31, 1999, there were approximately 2,470 holders of record
of the Common Stock.

The Company has not declared any cash dividends on its Common Stock since
the Company's formation in November 1971.

<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

The following selected historical financial data set forth below have been
derived from, and are qualified by reference to (i) the audited
Consolidated Financial Statements of the Company for the fiscal year ended
March 31, 1999 as compared to the fiscal year ended March 31, 1998 and for
the period ended December 31, 1999. The audited financial statements
referred to above are included elsewhere herein. The selected financial
data set forth below should be read in conjunction with, and are qualified
by reference to, Management's  Discussion and Analysis of Financial
Condition and Results of Operations" and the Financial Statements and
accompanying notes included elsewhere herein.

                                         FISCAL YEAR ENDED     NINE-MONTHS
                                              MARCH 31        ENDED DEC. 31
                                     -----------------------  --------------
                                         1998           1999          1999

Income Statement Data:
Operating revenue(1)................$         0    $         0   $         0
Expenses............................$         0    $         0   $         0



Net Income..........................$         0    $         0   $         0
Accumulated deficit, beginning......$(1,563,343)   $(1,563,343)  $(1,563,343)
Accumulated deficit, ending.........$(1,563,343)   $(1,563,343)  $(1,563,343)
                                     ----------      ---------    ----------
    Earnings per share..............$         0    $         0   $         0

Balance Sheet Data (at end of period):
Total assets........................$         0    $         0   $         0
Total debt..........................$     3,413    $     3,413   $     3,413
Total Stockholders equity...........$    (3,413)   $    (3,413)  $    (3,413)

Other Financial Data:
Cash flows..........................$         0    $         0   $         0

(1) Currently, the Company has no operations and is evaluating its options
in the acquisition by or merger with another Company.

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

Results of Operations

YEAR ENDED MARCH 31, 1998 COMPARED TO YEAR ENDED MARCH 31, 1999

The Company had no operation during the fiscal years ended March 31, 1998
and 1999.

NINE-MONTH PERIOD ENDED DECEMBER 31, 1998 COMPARED TO DECEMBER 31, 1999

The Company has had no operations during the nine-month periods ended
December 31, 1998 and 1999.

Liquidity and Capital Resources

Pursuant to the Reorganization Plan, Tri-National Development Corporation,
a Wyoming corporation, obtained all of the stock of MRI Grand Terrace,
Inc., the Company's wholly owned subsidiary, in partial exchange of which
the bankruptcy

<PAGE>

estate is to receive 30% of the net proceeds of litigation between MRI
Grand Terrace, Inc., Tri-National Development Corporation and Citizens
Business Bank to which MRI Grand Terrace, Inc. would be entitled, pending
in the California Superior Court, San Bernardino County.  On June 3, 1998,
the Superior Court entered judgment in favor of MRI Grand Terrace, Inc. and
Tri-National Development Corporation in the approximate amount of
$5,000,000.  The judgment is currently under appeal.  See, "LEGAL
PROCEEDINGS" above.  The Company continues to monitor the appeal, and hopes
to use any resulting proceeds in its efforts to locate a potential
purchaser or merger candidate.  The Company has retained the services of
Intermountain Capital Corporation to seek such possible merger candidates
for the Company and to accomplish the sale, merger, exchange, capital
investment, loan, joint venture or such other transaction as is deemed
advisable subject to the approval of the Company's Board of Directors and
shareholders.

Year 2000

The company has not experienced any negative effects as a result of the
Year 2000 problem, and, because there are no current operations, does not
anticipate related difficulties over the next six months.  There is no
assurance that any of the possible merger candidates that the Company has
or will approach will be Year 2000 compliant or that such candidates will
not experience Year 2000-related "glitches" over the next six months.  As
part of its due diligence in locating potential candidates, the Company
will determine the Year 2000 compliance of each such candidate.

Forward-Looking Statements

Except for the historical statements and discussions contained herein,
statements contained in this report constitute  "forward-looking
statements" as defined in the Securities  Act of 1933 and the Securities
Exchange Act of 1934, as amended.  These forward-looking statements rely on
a number of assumptions concerning future events, and are subject to a
number of risks and uncertainties and other  factors, many of which are
outside the control of the Company, that could cause actual results to
differ materially from such statements.

Readers are cautioned not to put undue reliance on such forward-looking
statements, each of  which  speaks  only as of the  date  hereof.  Factors
and uncertainties that could affect the outcome of such  forward-looking
statements include, among others, market and industry conditions, increased
competition, changes in governmental regulations, general economic
conditions, pricing pressures, and the Company's ability to continue its
growth  and  expand successfully into new markets and services.  The
Company disclaims any intention or obligation to update publicly or revise
any forward-looking statements, whether as a result of new information,
future events or otherwise.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the Financial Statements and Supplementary Schedule
contained in Part IV hereof.


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

None

<PAGE>

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors of the Company are elected annually by its shareholders to serve
during the ensuing  year or until a  successor  is duly  elected and
qualified.  Executive officers of the Company are duly elected by its Board
of Directors to serve until their respective successors are elected and
qualified. The following table sets forth certain information with respect
to the directors and executive officers of the Company.

       NAME                    AGE                  POSITION OR OFFICE
       ----                    ---                  ------------------
Jacob J. Parker, M.D.          62             Director and President
William J. Piggott, M.D.       53             Director and Secretary
Javaid I. Sheikh               45             Director and Treasurer

JACOB J. PARKER, M.D. (62), Director and President of the Company since
March 24, 1998. Dr. Parker also serves as Vice-President of Medical
Development for Tri-National Development Corporation, a reporting company,
and has held that position he has held since 1996.  Dr. Parker is currently
Medical Director and Director of Radiology for several MRI centers and
breast imaging centers in Northern California.  He was previously Chief of
Radiology and Nuclear Medicine at Ross General Hospital, Clinical Professor
of Radiology at the University of California, Irvine, and Instructor of
Radiology at the University of Southern California Medical Center from 1970
to 1988.  Dr. Parker received his M.D. from the University of Manitoba,
Canada in 1962.

WILLIAM J. PIGGOTT, M.D.  (53), Director and Secretary of the Company since
March 24, 1998.  Dr. Piggott currently operates an international medical
technology consulting firm, I.M.T.E.C., as a sole proprietorship.  In the
past, he has served with or been a member of the American Society of
anesthesiologists, the California Society of Anesthesiologists, the
California Medical Association and the San Diego County Medical
Association.  Dr. Piggott obtained his M.D. from the University of
California at San Diego in 1972.

JAVAID IQBAL SHEIKH, M.D. (45), Director and Vice-President of the Company
since March 24, 1998. Dr. Sheikh is an associate professor of psychiatry at
the Stanford University School of Medicine, a position he has held since
1986. At the University, Dr. Sheikh's research focuses on studying
phenomenology, vulnerability factors, and psychiatric and medical
comorbidity of panic disorder in old age, as well as treatment responses to
medication in elders with panic disorder. He is presently involved in
establishing and extending the University's preliminary finding that Late-
Onset Panic Disorder (LOPD) (onset at or after age 55) is a
phenomenologically distinct syndrome from Early-Onset Panic Disorder
(EOPD). This is being accomplished by comparing LOPD subjects with EOPD
subjects on multiple standardized measures assessing the domains of
phenomenology, vulnerability factors, and psychiatric and medical
comorbidity. Additionally, his research group has recently completed pilot
studies of both pharmacological and nonpharmacological treatment strategies
of panic disorder in old age. Presently, they are planning a large-scale
study comparing the efficacy of pharmacological and nonpharmacological
treatments of panic disorder in older adults. Finally, a pilot project to
investigate the phenomenology and treatment of anxiety in older Asian-
Americans is underway.  Dr. Sheikh obtained his M.D. from King Edward
Medical College in 1978.

<PAGE>

ITEM 11.      EXECUTIVE COMPENSATION

None of the executive officers listed in Item 10 received compensation for
their services during the Company's fiscal year ended March 31, 1999 or the
nine-month interim period ended December 31, 1999.  The Company is not
bound by any employment agreement with past or present employees of the
Company, and has no current employers other than the officers listed above.

Director Compensation

None of the directors listed in Item 10 above have received any
compensation for their services as directors of the Company for the
Company's fiscal year ended March 31, 1999 or the nine-month interim period
ended December 31, 1999.

Option Plans

The Company does not currently maintain a stock option plan, employee stock
purchase plan or any other employment compensation plan.  Currently, there
are not outstanding options to purchase MRI stock.

Committees

The Company does not currently have an executive compensation committee.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number and percentage of shares of each
class of the Company's capital stock beneficially owned as of December 31,
1999 by (I) each person known to the Company to be the  beneficial  owner
of more than 5% of any  class  of the  Company's  equity  securities,  (ii)
each of the Company's directors  and nominees,  and (iii) all directors
and executive officers of the Company as a group.

<TABLE>
<CAPTION>
TITLE            NAME AND ADDRESS         AMOUNT AND NATURE          PERCENTAGE
OF CLASS         OF BENEFICIAL OWNER      OF BENEFICIAL OWNERSHIP    OF CLASS
<S>              <C>                      <C>                        <C>
No Par Value     Jacob J. Parker          18,250 shares(2)           0.2%
Common Stock     Director and President
                 333 Locust Ave.
                 San Rafael, CA  94901

No Par Value     William J. Piggott       11,785 shares(2)           0.1%
Common Stock     Director and Vice-Pres.
                 7833 Lower River Road
                 Grants Pass, OR  97526

No Par Value     Javaid J. Sheikh         20,068 shares(2)           0.2%
Common Stock     Director and Vice-Pres.
                 988 St. Joseph Ave.
                 Los Altos, CA  94024

No Par Value     Michael A. Sunstein      753,449 shares(1)(2)       8.8%
Common Stock     480 Camino Del Rio S.
                 Suite 140
                 San Diego, CA  92108

<PAGE>

No Par Value     Paul G. Goss             517,224 shares             6.0%
Common Stock     410 17th St., Suite 1940
                 Denver, CO  80202

No Par Value     Ronald C. Hibbard        1,720,000 shares(3)(4)     19.99%
Common Stock     72-751 Jamie Way
                 Rancho Mirage, CA 92270

No Par Value     Jeanne M. Hibbard        1,560,000 shares(3)(4)     18%
Common Stock     72-751 Jamie Way
                 Rancho Mirage, CA 92270

No Par Value     Rod Jones                1,000,000 shares(4)        11.63%
Common Stock     75-560 Mary Lane
                 Indian Wells, CA  92210

No Par Value     Craig Lesser             466,667 shares             5.4%
Common Stock     20602 Pacific Coast Hwy.
                 Malibu, CA  90265

No Par Value     All directors            50,103 shares              0.6%
Common Stock     and officers
                 as a group
</TABLE>

(1)15,616 shares held indirectly for Post Kirby Noonan & Sweat,
LLP.(2)During its 1999 calendar year, the Company borrowed $7,000 each from
Michael A. Sunstein, Jacob J. Parker, William J. Piggott, Javaid J. Sheikh
and Delanorte Investment, Inc. to pay expenses.  Each of the lenders has
agreed that the Company may pay back the loans in shares of restricted
common stock of the Company at a per share rate of $.05.  To date, none of
these shares have been issued.(3)Includes 1,520,000 shares held jointly by
Ronald C. Hibbard and Jeanne M. Hibbard.(4) These shares were issued
pursuant to the Agreement and Plan of Reorganization with Alpine Herbs &
Nutrition International, Inc., a Nevada Corporation ("Alpine") on July 15,
1997.  Of the 4 million shares issued pursuant to this Plan, 3.9 million
shares were cancelled and returned to treasury pursuant to the subsequent
termination of the Plan.

ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During its fiscal year ended March 31, 1999 and the nine-month interim
period ended December 31, 1999, the Company borrowed funds from each of its
officers and directors in an amount of $7,000 each, to be repaid with
restricted shares of the Company's common stock at a rate of $.05 per
share.  These shares have not been issued.  These funds, along with $14,000
borrowed from Michael A. Sunstein and Delanorte Investments, Inc., were
borrowed in order to pay expenses incurred by the Company, including
amounts due to the Company's transfer agent.

Advisory Services Agreement

The Company has retained the services of Intermountain Capital Corporation
to seek possible merger candidates for the Company and to accomplish the
sale, merger, exchange, capital investment, loan, joint venture or such
other transaction as is deemed advisable subject to the approval of the
Company's Board of Directors and shareholders.  Pursuant to the agreement,
the Company is obligated to issue 500,000 shares of its common stock to
Intermountain.  These shares have not yet been issued.

<PAGE>

PART IV.

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1.  Financial Statements.  The following financial information for the
        Company for the fiscal years ended March 31, 1998 and 1999 is filed
        as part of this report.

MRI Medical Diagnostics and
   Independent Auditors' Report. . . . . . . . . . . . . . . . . . . .F-1
   Balance Sheets at March 31, 1998 and 1999 . . . . . . . . . . . . .F-2
   Statements of Income & Retained Earnings for
   March 31, 1998 and 1999 . . . . . . . . . . . . . . . . . . . . . .F-3
   Statements of Cash Flows for March 31, 1998 and 1999. . . . . . . .F-4
   Notes to Financial Statements . . . . . . . . . . . . . . . . . . .F-5

   Balance Sheets at December 31, 1998 and 1999. . . . . . . . . . . .F-6
   Statements of Income & Retained Earnings
   December 31, 1998 and 1999. . . . . . . . . . . . . . . . . . . . .F-7
   Statements of Cash Flows for December 31, 1998 and 1999 . . . . . .F-8
   Notes to Financial Statements . . . . . . . . . . . . . . . . . . .F-9

2. Financial Statement Schedules.

   Not Applicable.

3. Exhibits

Exhibit No.
------------
*3.1      Articles of Incorporation of Registrant.
*3.2      By-Laws of Registrant.
*10.1     MRI/Colorado agreement to acquire MRI/California.
*10.2     MRI/Coloardo agreement to acquire Grand Terrace retirement hotel.
*10.3     MRI/Colorado agreement to acquire Sierra Cardiac.
**10.4    Agreement and Plan of Reorganization dated June 20, 1997 between
          Registrant and Alpine Herbs & Nutrition International, Inc.
10.5      Advisory Agreement between the Registrant and Intermountain
          Capital Corporation dated February 19, 1999.
23.1      Consent of Ludlow & Harrison, LLP
23.2      Consent of Popov &  McCullogh, LLP
27.1      Financial Data Schedule
99.1      Order Approving Application to Compromise Controversy entered
          on August 31, 1995 by Federal Bankruptcy Court.


*    Previously filed with Amended Form 10-K filed June 21, 1993.

**   Previously filed with Form 8-K filed July 15, 1997.

(b)  Reports on Form 8-K

     During the fiscal year ended March 31, 1999, no reports were filed on
Form 8-K.

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

                                         MRI Medical Diagnostics, Inc.


Dated: February 4, 2000                  /s/Jacob J. Parker
                                         ----------------------------
                                         Jacob J. Parker, M.D.
                                         President


Dated: February 4, 2000                  /s/William J. Piggott
                                         ----------------------------
                                         William J. Piggott, M.D.
                                         Executive Vice President


Dated: February 4, 2000                  /s/Javaid I. Sheikh
                                         ----------------------------
                                         Javaid I. Sheikh, M.D.
                                         Executive Vice President


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL
STATEMENT SCHEDULE

Page
----
Financial Statements

MRI Medical Diagnostics and
   Independent Auditors' Report. . . . . . . . . . . . . . . . . . . .F-1
   Balance Sheets at March 31, 1998 and 1999 . . . . . . . . . . . . .F-2
   Statements of Income & Retained Earnings for
    March 31, 1998 and 1999. . . . . . . . . . . . . . . . . . . . . .F-3
   Statements of Cash Flows for March 31, 1998 and 1999. . . . . . . .F-4
   Notes to Financial Statements . . . . . . . . . . . . . . . . . . .F-5

   Balance Sheets at December 31, 1998 and  1999 . . . . . . . . . . .F-6
   Statements of Income & Retained Earnings for
    December 31, 1998 and 1999 . . . . . . . . . . . . . . . . . . . .F-7
   Statements of Cash Flows for December 31, 1998 and 1999 . . . . . .F-8
   Notes to Financial Statements . . . . . . . . . . . . . . . . . . .F-9



<PAGE>

                      INDEPENDENT AUDITOR'S REPORT
                      ----------------------------

We have audited the accompanying balance sheets of MRI Medical Diagnostics,
Inc. as of March 31, 1998 and 1999, and the related statements of income,
retained earnings, cash flows and stockholders' equity for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit on accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance that the financial statements are free of
material misstatement. An audit includes examining on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as assessing the
overall financial statements presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of MRI Medical
Diagnostics, Inc. as of March 31, 1998 and 1999, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.


/s/ LUDLOW & HARRISON

Ludlow & Harrison
A CPA Corporation

August 13, 1999









<PAGE>

                      MRI MEDICAL DIAGNOSTICS, INC.
                             BALANCE SHEETS
                             MARCH 31, 1999



                                                1999                1998
                                                ----                ----

Total Assets                                 $         0         $         0
                                             -----------         -----------


Total Current Liabilities                    $     3,413         $     3,413
                                             -----------         -----------

Stockholders' Equity
   Capitol Stock                               1,559,930           1,559,930
     Common, No Par Value
     Authorized     50,000,000 Shares
     Issued         12,500,657 Shares
     Less: 3,900,000 (Alpine Herbs Cancellation)
                    = 8,600,657
     Preferred, No Par Value
     Authorized     10,000,000 Shares
     Issued         0 Shares

Accumulated Deficit                           (1,563,343)         (1,563,343)
                                             -----------         -----------

Total Stockholders' Equity                   $    (3,413)        $    (3,413)
                                             -----------         -----------

Total Liabilities and
       Stockholders' Equity                  $         0         $         0
                                             -----------         -----------







<PAGE>

                      MRI MEDICAL DIAGNOSTICS, INC.
                STATEMENTS OF INCOME & RETAINED EARNINGS
                             MARCH 31, 1999

                                                1999                1998
                                                ----                ----
Revenues                                     $         0         $         0
                                             -----------         -----------

Expenses                                     $         0         $         0
                                             -----------         -----------

Net Income                                   $         0         $         0
                                             -----------         -----------

Accumulated deficit, beginning               $(1,563,343)        $(1,563,343)
                                             -----------         -----------

Accumulated deficit, ending                  $(1,563,343)        $(1,563,343)
                                             -----------         -----------


   Earnings per share                        $         0         $         0
                                             -----------         -----------









<PAGE>

                      MRI MEDICAL DIAGNOSTICS, INC.
                         STATEMENT OF CASH FLOWS
                             MARCH 31, 1999


                                                1999                1998
                                                ----                ----
Cash flow for year                           $         0         $         0
                                             -----------         -----------

Cash at beginning of year                    $         0         $         0
                                             -----------         -----------

Cash at end of year                          $         0         $         0
                                             -----------         -----------









<PAGE>

                      MRI MEDICAL DIAGNOSTICS, INC.
                      NOTES TO FINANCIAL STATEMENTS
                         MARCH 31, 1998 AND 1999


NOTE A     -     SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

   The business of the Company in the past has consisted of the
acquisition, development and operation of outpatient medical diagnostic
imaging facilities. Currently, the Company is not operating and is
evaluating its options in the acquisition or merger with another Company.









<PAGE>

                      MRI MEDICAL DIAGNOSTICS, INC.
                             BALANCE SHEETS
                           DECEMBER 31, 1999



                                                1999                1998
                                                ----                ----
Total Assets                                 $         0         $         0
                                             -----------         -----------


Total Current Liabilities                    $     3,413         $     3,413
                                             -----------         -----------

Stockholders' Equity
   Capitol Stock                               1,559,930           1,559,930
     Common, No Par Value
     Authorized     50,000,000 Shares
     Issued         12,500,657 Shares
     Less: 3,900,000 (Alpine Herbs Cancellation)
                    = 8,600,657
     Preferred, No Par Value
       Authorized   10,000,000 Shares
       Issued       0 Shares

Accumulated Deficit                           (1,563,343)         (1,563,343)
                                             -----------         -----------

Total Stockholders' Equity                   $    (3,413)        $    (3,413)
                                             -----------         -----------

Total Liabilities and
      Stockholders' Equity                   $         0         $         0
                                             -----------         -----------









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                      MRI MEDICAL DIAGNOSTICS, INC.
               STATEMENTS OF INCOME & RETAINED EARNINGS
                           DECEMBER 31, 1999


                                                1999                1998
                                                ----                ----
Revenues                                     $         0         $         0
                                             -----------         -----------

Expenses                                     $         0         $         0
                                             -----------         -----------

Net Income                                   $         0         $         0
                                             -----------         -----------

Accumulated deficit, beginning               $(1,563,343)        $(1,563,343)
                                             -----------         -----------

Accumulated deficit, ending                  $(1,563,343)        $(1,563,343)
                                             -----------         -----------


   Earnings per share                        $         0         $         0
                                             -----------         -----------









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                      MRI MEDICAL DIAGNOSTICS, INC.
                         STATEMENT OF CASH FLOWS
                             DECEMBER 31, 1999


                                                1999                1998
                                                ----                ----
Cash flow for year                           $         0         $         0
                                             -----------         -----------

Cash at beginning of year                    $         0         $         0
                                             -----------         -----------

Cash at end of year                          $         0         $         0
                                             -----------         -----------









<PAGE>

                      MRI MEDICAL DIAGNOSTICS, INC.
                      NOTES TO FINANCIAL STATEMENTS
                       DECEMBER 31, 1998 AND 1999



NOTE A     -     SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

   The business of the Company in the past has consisted of the
acquisition, development and operation of outpatient medical diagnostic
imaging facilities. Currently, the Company is not operating and is
evaluating its options in the acquisition or merger with another Company.