U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: May 31, 2008
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
Commission File Number 0-21320
Magna-Lab Inc.
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(Exact name of smaller reporting company as specified in its charter)
New York 11-3074326
--------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
6800 Jericho Turnpike, Suite 120W, Syosset, NY 11791
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(Address of principal executive offices and Zip code)
(516) 393 5874
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(Issuer's telephone number including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller reporting company |X|
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |X| No |_|
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date - July 1, 2008
Class A Common Stock, $.001 Par Value 1,086,025
- ------------------------------------- ------------------
Class B Common Stock, $.001 Par Value 3,304
- ------------------------------------- ------------------
Class Shares
MAGNA-LAB INC. AND SUBSIDIARY
CONTENTS
PART 1 - FINANCIAL INFORMATION
Item 1. - Financial Statements
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of Operations 2
Condensed Consolidated Statements of Cash Flows 3
Condensed Consolidated Statement of Stockholders' Deficit 4
Notes to Condensed Consolidated Financial Statements 5 - 7
Item 2. - Management's Discussion and Analysis of
Financial Condition And Results of Operations 8 - 9
Item 3. - Quantitative and Qualitative Disclosures about Market Risk 9
Item 4T - Controls and Procedures 10
PART II - OTHER INFORMATION
Item 1A. - Risk Factors 10
Item 3 - Defaults Upon Senior Securities 11
Item 6 - Exhibits 11
SIGNATURES 11
All items which are not applicable or to which the answer is negative have been
omitted from this report.
PART I: FINANCIAL INFORMATION
Item 1. - Financial Statements
MAGNA-LAB INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
May 31, February 29,
2008 2008
------------ ------------
(unaudited)
CURRENT ASSETS:
Cash $ 2,000 $ 1,000
Prepaid expense -- 3,000
------------ ------------
Total current assets $ 2,000 $ 4,000
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Notes payable and accrued interest payable to a shareholder $ 104,000 $ 95,000
Accounts payable (including approximately $68,000 which is payable to
the Company's President for expenses he paid on the Company's behalf) 273,000 264,000
Accrued expenses and other current liabilities 39,000 33,000
------------ ------------
Total current liabilities 416,000 392,000
------------ ------------
STOCKHOLDERS' DEFICIT:
Preferred stock, par value $.01 per share, 5,000,000 shares authorized,
none issued -- --
Common stock, Class A, par value $.001 per share, 120,000,000 shares
authorized, 1,086,025 shares issued and outstanding 1,000 1,000
Common stock, Class B, par value $.001 per share, 3,750,000 shares
authorized, 18,750 shares issued and 3,304 shares outstanding -- --
Capital in excess of par value 27,170,000 27,170,000
Accumulated deficit (27,585,000) (27,559,000)
------------ ------------
Total stockholders' deficit (414,000) (388,000)
------------ ------------
Total liabilities and stockholders' deficit $ 2,000 $ 4,000
============ ============
See accompanying notes to the condensed consolidated financial statements.
1
MAGNA-LAB INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended May 31, 2008 and 2007
(unaudited)
2008 2007
----------- -----------
REVENUES $ -- $ --
----------- -----------
OPERATING EXPENSES:
General and administrative 23,000 29,000
----------- -----------
LOSS FROM OPERATIONS (23,000) (29,000)
----------- -----------
OTHER EXPENSE - Interest expense 3,000 1,000
----------- -----------
NET LOSS $ (26,000) $ (30,000)
=========== ===========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 1,089,000 1,089,000
=========== ===========
NET LOSS PER COMMON SHARE,
basic and diluted $ (0.02) $ (0.03)
=========== ===========
See accompanying notes to the condensed consolidated financial statements.
2
MAGNA-LAB INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended May 31, 2008 and 2007
(unaudited)
2008 2007
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(26,000) $(30,000)
-------- --------
Adjustments to reconcile net loss to net cash used in operating activities:
Effect on cash of changes in operating assets and liabilities:
Prepaid expenses and other assets 3,000 4,000
Accounts payable, accrued liabilities and all other 19,000 10,000
-------- --------
NET CASH USED IN OPERATING ACTIVITIES (4,000) (16,000)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
None
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds received from notes payable to shareholder 5,000 25,000
Payment of notes payable -- (1,000)
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 5,000 24,000
-------- --------
NET INCREASE IN CASH 1,000 8,000
CASH:
Beginning of period 1,000 6,000
-------- --------
End of period $ 2,000 $ 14,000
======== ========
See accompanying notes to the condensed consolidated financial statements.
3
MAGNA-LAB INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
For the three months ended May 31, 2008 (unaudited)
Common Stock
------------------------------------------------------------ Capital in
Class A Class B Excess
------------------------------------------------------------ of Par Accumulated
Shares Amount Shares Amount Value Deficit
--------------------------------------------------------------------------------------------
BALANCES, February 29, 2008 1,086,025 $ 1,000 3,304 $ -- $ 27,170,000 $(27,559,000)
NET LOSS -- -- -- -- -- (26,000)
--------------------------------------------------------------------------------------------
BALANCES, May 31, 2008 1,086,025 $ 1,000 3,304 $ -- $ 27,170,000 $(27,585,000)
============================================================================================
See accompanying notes to the condensed consolidated financial statements.
4
MAGNA-LAB INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION:
The accompanying condensed consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X
for small business issuers and do not include all of the information and
disclosures required by accounting principles generally accepted in the United
States of America. The condensed consolidated financial statements include the
accounts of Magna-Lab Inc. and its wholly owned subsidiary, Cardiac MRI, Inc.
(collectively, the "Company") and all significant intercompany transactions and
balances have been eliminated in consolidation. All adjustments which are of a
normal recurring nature and, in the opinion of management, necessary for a fair
presentation have been included. These condensed consolidated financial
statements should be read in conjunction with the more complete information and
the Company's audited consolidated financial statements and related notes
thereto included in the Company's annual report on Form 10-KSB for the year
ended February 29, 2008.
NOTE 2 - DISCUSSION OF THE COMPANY'S ACTIVITIES/PRODUCTS AND GOING CONCERN
CONSIDERATION:
Company Activities - The Company is focused on engaging in a "reverse merger"
transaction with an unrelated business that would benefit from the Company's
public reporting status. Additional activities have included preserving cash,
making settlements with creditors, attempting to raise capital and continuing
its public reporting.
The Company was previously engaged in research, development and
commercialization activities until it ceased such activities during the period
September 2002 through March 2003. The Company's efforts to raise additional
capital or enter into a strategic arrangement in order to complete
commercialization of its cardiac diagnostic Illuminator products and development
of its Artery View product or to seek other means to realize value through sale,
license or otherwise have been unsuccessful.
Going Concern Consideration - As indicated in the accompanying condensed
consolidated financial statements, at May 31, 2008, the Company had
approximately $2,000 in cash and approximately $414,000 in negative working
capital and stockholders' deficit and negative cash flows from operations. For
the three months ended May 31, 2008, the Company had a net loss of approximately
$26,000 and utilized approximately $4,000 of cash in operating activities.
Further, losses are continuing subsequent to May 31, 2008. These factors, among
others, indicate that the Company is in need of additional financing or a
strategic arrangement in order to continue its planned activities for the fiscal
year that began on March 1, 2008. The Company's plans to deal with this
uncertainty are described above in "Company Activities." Management's plans to
raise capital, enter into a strategic arrangement or sell or license its
products/technology or merge with an unrelated business have not been successful
to date and there can be no assurance that management's plans can be realized at
all. These factors, among others, raise substantial doubt about the Company's
ability to continue operations as a going concern. No adjustment has been made
in the accompanying financial statements to the amounts and classification of
assets and liabilities which could result should the Company be unable to
continue as a going concern.
NOTE 3 - NET LOSS PER COMMON SHARE:
The Company complies with the accounting and reporting requirements of SFAS No.
128, "Earnings per Share." Net loss per common share is computed based on the
weighted average number of Class A Common and Class B Common shares outstanding.
Basic (loss) per share excludes dilution and is computed by dividing (loss)
available to common stockholders by the weighted average common shares
outstanding for the year. Diluted loss per share reflects the potential dilution
that could occur if securities or other contracts to issue common stock were
exercised or converted into common stock or resulted in the issuance of common
stock that then shared in the earnings of the entity. Since there are no
options, warrants or derivative securities outstanding, basic and diluted loss
per share were the same for the three month periods ended May 31, 2008 and 2007.
5
NOTE 4 - NOTES PAYABLE:
Notes payable include 12% unsecured notes payable to the Company's principal
shareholder in the aggregate principal amount of $90,000, plus approximately
$14,000 of interest accrued. Such notes become due 120 days after issuance and,
as such, $85,000 principal amount of such notes are overdue at May 31, 2008. The
notes that are overdue bear interest at 15% per year subsequent to their
maturity date. The Company intends to make a proposal to this principal
shareholder to convert of all amounts outstanding to them (including overdue
amounts) into common stock of the Company.
On June 10, 2008, this shareholder loaned the Company an additional $30,000 on
the same terms as above.
NOTE 5 - ACCOUNTS PAYABLE AND ACCRUALS:
Approximately $106,000 of accounts payable relates to intellectual property
counsel fees and costs including approximately $68,000 of which has been paid by
and is therefore due to the Company's Chairman and President for payments he has
made on the Company's behalf to preserve certain intellectual property rights.
Accrued expenses includes approximately $18,000 payable to a third party,
guaranteed by our principal shareholder, for amounts paid to an account payable
in October 2007 on our behalf. This amount is repayable if the proposed merger
transaction with this party is not completed. This party subsequently merged
with a third party and abandoned its possible transaction with the Company,
however there has not been a demand for repayment of this amount. Further, the
Company is pursuing recovery of certain costs from this third party associated
with a proposed transaction pursuant to understandings between the parties.
See also Notes 3 and 8 to the audited consolidated financial statements included
in the Company's Annual Report on Form 10-KSB for the year ended February 29,
2008 for other information on outstanding liabilities and related matters.
There was no activity in the restructuring accrual for the pre-1997 activities
during the three months ended May 31, 2008 or 2007. The Company periodically
adjusts the remaining accrual based on the status of the matters and activity
given the passage of time.
NOTE 6 - STOCK BASED COMPENSATION:
In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 123R, "Share-Based
Payment." SFAS No. 123R is a revision of SFAS No. 123, "Accounting for Stock
Based Compensation," and supersedes APB No. 25. Among other items, SFAS No. 123R
eliminates the use of APB No. 25 and the intrinsic value method of accounting,
and requires companies to recognize the cost of employee services received in
exchange for awards of equity instruments in the financial statements based on
the grant date fair value of those awards.
Stock awards to consultants and other non-employees are accounted for based on
an estimate of their fair value at the time of grant and, in the instance of
options and warrants, are based upon a Black-Scholes option pricing model.
The fair value of each option grant under SFAS No. 123R is estimated on the date
of the grant using the Black-Scholes option pricing model with the following
weighted-average assumptions: risk free interest rate of 5%; no dividend yield;
expected option lives of five to nine years and expected volatility in excess of
200%.
In April 2004, the Board of Directors agreed to reserve 9,000,000 shares of
class A common stock for issuance to directors and management in the event that
their efforts result in Board approval of a merger or financing transaction.
6
NOTE 7 - RECENTLY ISSUED OR ADOPTED ACCOUNTING PRONOUNCEMENTS:
Effective March 1, 2007, the Company adopted the provisions of the FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an
interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 prescribes a
recognition threshold and a measurement attribute for the financial statement
recognition and measurement of tax positions taken or expected to be taken in a
tax return. For those benefits to be recognized, a tax position must be
more-likely-than-not to be sustained upon examination by taxing authorities. No
amounts were accrued for the payment of interest and penalties at March 1, 2008.
There was no change to this balance at May 31, 2008. Management is currently
unaware of any issues under review that could result in significant payments,
accruals or material deviations from its position. The adoption of the
provisions of FIN 48 did not have a material impact on the Company's
consolidated financial position, results of operations and cash flows.
Effective March 1, 2008, the Company adopted Statement of Financial Accounting
Standard No. 157, Fair Value Measurement ("SFAS 157"), for its financial assets
and liabilities that are re-measured and reported at fair value at each
reporting period, and non-financial assets and liabilities that are re-measured
and reported at fair value at least annually. In accordance with the provisions
of FSP No. FAS 157-2, Effective Date f FASB Statement No. 157, the Company
elected to defer implementation of SFAS 157 as it relates to our non-financial
assets and non-financial liabilities that are recognized and disclosed at fair
value in the financial statements on a nonrecurring basis until January 1, 2009.
The Company is evaluating the impact, if any, this Standard will have on our
consolidated non-financial assets and liabilities.
SFAS No. 157 defines fair value, thereby eliminating inconsistencies in guidance
found in various prior accounting pronouncements, and increases disclosures
surrounding fair value calculations. SFAS No. 157 establises a three tiered fair
value hierarchy that prioritizes inputs to valuation techniques used in fair
value calculations. SFAS Non 157 requires the Company to maximize the use of
observable inputs and to minimize the use of unobservable inputs in making fair
value judgments.
The Company's financial assets and liabilities measured at fair value on a
recurring basis include those securities classified as cash and cash equivalents
on the condensed consolidated balance sheet. All securities owned are valued
under the first tier of the hierarchy where the assets are measured using quoted
prices in active markets.
In March 31, 2008, the Company adopted SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities." The adoption of SFAS No. 159 did
not have any material impact on the Company's consolidated financial statements.
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Forward Looking Statements
Some of the statements contained in this report discuss our plans and
strategies for our business or state other forward-looking statements, as this
term is defined in the Private Securities Litigation Reform Act of 1995.
Statements that are not statements of historical facts may be deemed to be
forward-looking statements. The words "anticipate," "believe," "estimate,"
"expect," "plan," "intend," "should," "seek," "will," and similar expressions
are intended to identify these forward-looking statements, but are not the
exclusive means of identifying them. These forward-looking statements reflect
the current views of our management. However, various risks, uncertainties and
contingencies could cause our actual results, performance or achievements to
differ materially from those expressed in, or implied by, these statements. See
our Form 10-KSB for the year ended February 29, 2008 for a discussion of certain
known risks; also see Part II, Item 1A.
Overview, Background and History
We are currently a "shell company" with no meaningful assets or operations
other than our efforts to identify and merge with an operating company. We no
longer have any full-time employees and our Chief Executive and Chief Financial
Officers serve on a part-time consulting basis.
Prior to March 2003, our business had been focused on pre-revenue
development and commercialization of disposable medical devices designed to
enhance the effectiveness of magnetic resonance imaging in detection and
diagnosis of heart disease. Due to the unavailability of funding, beginning in
the Fall of 2002 we essentially ceased all of our operations including product
development and commercialization activities. Our efforts to realize value for
our prior business and MRI technology have been unsuccessful. As a result, we
view our most viable option to be merging with an unrelated operating company
that would benefit from our status as a reporting company in a so-called
"reverse merger" transaction. Entering into a "reverse merger" would likely
involve very substantial dilution to the existing shareholders. It would,
however, provide an opportunity to return some value to shareholders. While we
have identified and explored merging with a number of candidates over the past
few years and are presently in discussion with a potential candidate we have no
commitments to merge with any company at the present time.
In order to raise cash to continue our efforts to pursue a reverse merger,
on October 31, 2005, the Company consummated a stock purchase agreement with
Magna Acquisition LLC ("MALLC") which resulted in a change of control of our
company. Under the agreement, we sold 300,000 shares of Class A Common Stock to
MALLC for gross proceeds of $190,000, before expenses. Contemporaneous with the
new investment, MALLC purchased from our former principal stockholder 307,727
shares of the Company's Class A Common Stock, representing all the shares of our
common stock owned by that shareholder. Two of our directors and our Chief
Financial Officer serve as sole managers of MALLC, with the ability to vote and
dispose of the shares of our Company owned by MALLC by majority vote. These
directors have assumed a lead role with management in pursuing financing and
merger candidates and operating matters.
MALLC has been responsible for substantially all of our funding since
October 2005. During the period from October 2005 to May 31, 2008, MALLC loaned
us an aggregate $90,000 under a series of promissory notes payable that mature
120 days from issuance. At May 31, 2008, $85,000 face amount of such notes were
beyond their maturity date and therefore due on demand. The notes bear interest
at 12% per year increasing to 15% per year for periods beyond maturity. On June
10, 2008, MALLC loaned us an additional $30,000 on the same terms as the prior
notes. The Company intends to make a proposal to MALLC to convert all of the
amounts outstanding to them (including overdue amounts) into common stock of the
Company.
While we have reduced our expenditures very significantly, we do not have
sufficient cash to continue our activities for the coming twelve months. We
currently do not have any commitments for new funding.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Financial Condition, Liquidity and Capital Resources - At May 31, 2008, we
had approximately $2,000 in cash and our working capital deficit and
stockholders' deficit were both approximately $414,000. Although MALLC loaned us
8
$30,000 in June 2008, much of that money was used to pay existing payables and
we continue to lose money. Net loss for the three months ended May 31, 2008 was
approximately $26,000 and cash used during the three months totaled
approximately $4,000.
Our plan of operations for the coming twelve months is to pursue our
"reverse merger" strategy by seeking, evaluating and negotiating with merger
candidates and to continue to take actions to preserve our cash and continue our
public reporting. We do not have the cash resources to continue our plan for the
coming twelve months, even at our reduced expenditure levels. As such, we may
have to take further measures or cease activities altogether, including
terminating our public reporting status.
Should we enter into a "reverse-merger" transaction, it is highly unlikely
that any funds would be allocated to our prior cardiac diagnostic business
(which business would require significant capital). Further, since we do not
have the cash to continue to preserve the intellectual property of that
business, we may be forced to abandon it altogether.
We currently have no material commitments for capital expenditures.
Results of Operations - During the three months ended May 31, 2008, our
net loss was approximately $26,000 compared to a net loss of approximately
$30,000 in the three months ended May 31, 2007. The lower net loss results from
lower operating costs, primarily costs associated with the stock split in 2007,
offset by higher interest cost resulting from higher debt levels, and higher
default interest, in the three months ended May 31, 2008.
The operating results for the three months ended May 31, 2008 are
reflective of our core operating costs when we are not engaged in active
negotiations for a merger transaction. Our expenses, particularly professional
and consulting fees, can increase significantly if we are actively engaged in
negotiations for a merger transaction.
Off Balance Sheet Arrangements
The Company has no material off balance sheet arrangements that are likely
to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital resources or capital expenditures.
Critical Accounting Principles -
We have identified critical accounting principles that affect our
consolidated financial statements by considering accounting policies that
involve the most complex or subjective decisions or assessments as well as
considering newly adopted principals. They are:
Use of Estimates, Going Concern Consideration - Our condensed consolidated
financial statements have been prepared assuming we are a "going concern". We
are in need of immediate substantial additional capital or a strategic business
arrangement in order to continue our planned activities. There can be no
assurance that our plans to address this need can be realized. As such, we may
be unable to continue operations as a going concern. No adjustment has been made
in the condensed consolidated financial statements which could result should we
be unable to continue as a going concern.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the sensitivity of income or loss to changes in interest
rates, foreign exchanges, commodity prices, equity prices, and other market
driven rates or prices. We are not presently engaged in any substantive
commercial business. Accordingly, the risks associated with foreign exchange
rates, commodity prices, and equity prices are not significant. Our debt
obligations contain interest rates that are fixed and we do not enter into
derivatives or other financial instruments for trading or speculative purposes.
9
Item 4T. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures. The Company's senior
management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 (the "Exchange Act") designed to
ensure that the information required to be disclosed by the Company in the
reports it files or submits under the Exchange Act 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, without limitation, controls and procedures designed to ensure that
information required to be disclosed by an issuer in the reports that it files
or submits under the Exchange Act is accumulated and communicated to the
issuer's management, including its principal executive officer or officers and
principal financial officer or officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.
The Company has evaluated the effectiveness of the design and operation of
its disclosure controls and procedures under the supervision of and with the
participation of management, including the Chief Executive Officer and our Chief
Financial Officer as of the end of the period covered by this report. Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that our disclosure controls and procedures are effective.
(b) Changes in Internal Control Over Financial Reporting. There have not
been any changes in our internal control over financial reporting (as such term
is defined in Rules 13a-15(f) under the Exchange Act) during our most recently
completed fiscal quarter which is the subject of this report that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
There are inherent limitations in any system of internal control. A
control system, no matter how well designed and operated, can provide only
reasonable, not absolute, assurance that its objectives are met. Further, the
design of a control system must consider that resources are not unlimited and
the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the company have been detected. These inherent limitations include
the realities that judgment in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the controls.
_____________________________________
PART II - OTHER INFORMATION
Item 1A. Risk Factors
Any investment in our common stock involves a high degree of risk. Some of these
many known risks that affect an investment in our Company (there can be others)
include:
o we have incurred significant net losses in the past and unless we receive
additional financing, we may be forced to cease all operations and
liquidate our company,
o we may issue shares of our capital stock or debt securities to raise
capital and to complete a business combination, which would reduce the
equity interest of our stockholders and likely cause a change in control
of our ownership,
o if we merge with an unrelated business, we may divest our cardiac MRI
technology, partly in connection with or in anticipation of a merger with
an unrelated business or such technology may remain with the Company and
not receive any priority in allocation of any funding that may be
available,
o if we merge with an unrelated business, it is likely that our current
officers and directors may resign upon consummation of a business
combination,
o because of our limited resources and the significant competition for
business combination opportunities, we may not be able to consummate a
business combination with suitable growth potential,
10
o we may be unable to obtain additional financing that may be needed to fund
the operations and/or growth of the target business,
o we have no full time employees and are substantially dependent on the
efforts of part-time management and members of the Board of Directors,
working for per-diem or no cash compensation, none of whom are bound by
term employment agreements and
o our significant shareholders and executive officers and directors
currently are able, by virtue of their position as managers of Magna
Acquisition LLC, a 56% shareholder of the Company, to influence matters
requiring stockholder approval and their interests may conflict with those
of other shareholders.
For a more complete listing and description of these and other risks that
the Company faces please see our Annual Report on Form 10-KSB for the year ended
February 29, 2008.
Item 3. Defaults Upon Senior Securities
As discussed in Managements Discussion and Analysis of Financial Condition
and Results of Operations - Overview, Background and History, $85,000 principal
amount of 12% notes payable to Magna Acquisition LLC ("MALLC) are in default as
a result of their non-payment when due. Such notes now carry a default rate of
interest of 15%. MALLC has waived the cross default that would otherwise result
from the above default with respect to an additional $35,000 principal amount of
notes payable to MALLC that were issued subsequent to the above defaults.
Item 6. - Exhibits
31.1 Certification of Principal Executive Officer pursuant to
Exchange Act Rule 13a - 14(a), as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer pursuant to
Exchange Act Rule 13a - 14(a), as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer pursuant to 18
U.S.C. 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Principal Financial Officer pursuant to 18
U.S.C. 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
MAGNA-LAB INC.
----------------------------
(Registrant)
Date: July 3, 2008 By: /s/ Lawrence A. Minkoff
--------------------------------------------------
Lawrence A. Minkoff, Chairman, President and Chief
Scientific Officer (Principal Executive Officer)
By: /s/ Kenneth C. Riscica
--------------------------------------------------
Kenneth C. Riscica, Treasurer and Secretary
(Principal Financial and Accounting Officer)
11
INDEX TO EXHIBITS
No. Description
- ----------- -----------
31.1 Certification of Principal Executive Officer pursuant to
Exchange Act Rule 13a - 14(a), as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial Officer pursuant to
Exchange Act Rule 13a - 14(a), as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer pursuant to 18
U.S.C. 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Principal Financial Officer pursuant to 18
U.S.C. 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.