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: November 30, 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
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(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 - October 1, 2008
Class A Common Stock, $.001 Par Value 1,176,025
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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 - 8
Item 2. - Management's Discussion and Analysis of Financial
Condition And Results of Operations 9 - 10
Item 4T - Controls and Procedures 11
PART II - OTHER INFORMATION
Item 1A. - Risk Factors 11
Item 3 - Defaults Upon Senior Securities 12
Item 5 - Other Information 12
Item 6 - Exhibits 12
SIGNATURES 12
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
November 30,
2008 February 29,
(unaudited) 2008
------------ ------------
CURRENT ASSETS:
Cash $ 3,000 $ 1,000
Prepaid expense 5,000 3,000
------------ ------------
Total current assets $ 8,000 $ 4,000
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Notes payable and accrued interest payable to a shareholder $ 143,000 $ 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) 325,000 264,000
Accrued expenses and other current liabilities 48,000 33,000
------------ ------------
Total current liabilities 516,000 392,000
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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, 1,176,025 shares issued and outstanding at November 30, 1,000 1,000
2008 and February 29, 2008, respectively
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 27,180,000 27,170,000
Accumulated deficit (27,689,000) (27,559,000)
------------ ------------
Total stockholders' deficit (508,000) (388,000)
------------ ------------
Total liabilities and stockholders' deficit $ 8,000 $ 4,000
============ ============
See accompanying notes to the condensed consolidated financial statements.
1
MAGNA-LAB INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three and nine months ended November 30, 2008 and 2007
(unaudited)
Three months ended Nine months ended
November 30, November 30,
2008 2007 2008 2007
----------------- ----------------- ----------------- -----------------
REVENUES $ -- $ -- $ -- $ --
----------------- ----------------- ----------------- -----------------
OPERATING EXPENSES:
General and administrative 16,000 80,000 118,000 150,000
----------------- ----------------- ----------------- -----------------
LOSS FROM OPERATIONS (16,000) (80,000) (118,000) (150,000)
----------------- ----------------- ----------------- -----------------
OTHER EXPENSE - Interest expense 4,000 3,000 12,000 6,000
----------------- ----------------- ----------------- -----------------
NET LOSS $ (20,000) $ (83,000) $ (130,000) $ (156,000)
================= ================= ================= =================
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING,
BASIC AND DILUTED 1,179,000 1,089,000 1,132,000 1,089,000
================= ================= ================= =================
NET LOSS PER COMMON SHARE,
BASIC AND DILUTED $ (0.02) $ (0.08) $ (0.12) $ (0.14)
================= ================= ================= =================
See accompanying notes to the condensed consolidated financial statements.
2
MAGNA-LAB INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended November 30, 2008 and 2007
(unaudited)
2008 2007
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(130,000) $(156,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense 10,000 --
Effect on cash of changes in operating assets and liabilities:
Prepaid expenses and other assets (2,000) (2,000)
Accounts payable, accrued liabilities and other current liabilities 94,000 114,000
--------- ---------
NET CASH USED IN OPERATING ACTIVITIES (28,000) (44,000)
--------- ---------
CASH PROVIDED BY FINANCING ACTIVITIES:
Proceeds received from notes payable to shareholder 30,000 45,000
--------- ---------
NET INCREASE IN CASH 2,000 1,000
CASH:
Beginning of period 1,000 6,000
--------- ---------
End of period $ 3,000 $ 7,000
========= =========
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES
Note payable used to finance insurance $ 11,000 $ 10,000
========= =========
See accompanying notes to the condensed consolidated financial statements.
3
MAGNA-LAB INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
For the nine months ended November 30, 2008
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)
STOCK-BASED COMPENSATION
EXPENSE (unaudited) 90,000 -- -- -- 10,000 --
NET LOSS (unaudited) -- -- -- -- -- (130,000)
--------------------------------------------------------------------------------------
BALANCES, November 30, 2008
(unadited) 1,176,025 $ 1,000 3,304 $ -- $ 27,180,000 $(27,689,000)
======================================================================================
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 AND CONSOLIDATION:
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 November 30, 2008, the Company had
approximately $3,000 in cash and approximately $508,000 in negative working
capital and stockholders' deficit and negative cash flows from operations. For
the nine months ended November 30, 2008, the Company had a net loss of
approximately $130,000 and utilized approximately $28,000 of cash in operating
activities. Further, losses are continuing subsequent to November 30, 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 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 consolidated condensed 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 Statement
of Financial Accounting Standards (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 net loss per share excludes dilution and is computed by dividing net 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 net
loss per share were the same for the three and nine month periods ended November
30, 2008 and 2007.
5
NOTE 4 - NOTES PAYABLE TO SHAREHOLDER:
Notes payable include 12% unsecured notes payable to the Company's principal
shareholder in the aggregate principal amount of $120,000, plus approximately
$23,000 of interest accrued, including $30,000 borrowed on June 10, 2008. Such
notes become due 120 days after issuance and, as such, all $120,000 principal
amount of such notes are in default at November 30, 2008 as a result of their
non-payment when due. The notes that are in default 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 January 7,
2009, this shareholder loaned the Company an additional $10,000 on the same
terms as above.
NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
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 has pursued, without success, 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 nine months ended November 30, 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 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 90,000 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. Such
award, if granted, was intended to recognize the efforts of the Board and the
Merger Committee working over an extended period of time with no or minimal
compensation for their efforts in (a) administering the wrap up of the Company's
affairs and (b) originating, negotiating, executing and administrating a merger
6
and related transactions to provide the Company shareholders with an opportunity
to realize value for their shares. On July 24, 2008, pursuant to such Board
approval, the Company entered into a definitive agreement for the merger of the
Company with Belle Haven Partners, LLC under which a company, newly formed by
Belle Haven for the purpose of acquiring all of the outstanding stock of
Worldwide Equities, Inc., a Florida corporation, would be merged into a newly
formed wholly-owned subsidiary of our company. Worldwide Equities, Inc., through
its wholly-owned subsidiary, International Global Metals, Inc., is focused on
scrap metal recycling, with an emphasis on reselling and processing ferrous and
non-ferrous scrap metal. As such, the criteria for recognition of this share
compensation was met on July 24, 2008 and the Company recorded stock-based
compensation expense of approximately $10,000 reflecting the fair value of the
90,000 shares at the date of entry into the agreement at the closing bid price
of the Company's stock.
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 November 30, 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 condensed
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
condensed 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 establishes a three tiered
fair value hierarchy that prioritizes inputs to valuation techniques used in
fair value calculations. SFAS No. 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 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 condensed consolidated financial
statements.
In December 2007, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 141 (Revised 2007), "Business Combinations" ("SFAS 141(R)"). This statement
replaces SFAS No. 141, "Business Combinations" ("SFAS 141"). This statement
retains the fundamental requirements in SFAS 141 that the acquisition method of
accounting (which SFAS 141 called the purchase method) be used for all business
combinations and for an acquirer to be identified for each business combination.
This statement defines the acquirer as the entity that obtains control of one or
more businesses in the business combination and establishes the acquisition date
as the date that the acquirer achieves control. This statement requires an
acquirer to recognize the assets acquired, the liabilities assumed, and any
non-controlling interest in the acquiree at the acquisition date, measured at
their fair values as of that date, with limited exceptions specified in the
statement. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. The Company is
currently evaluating the expected effect, if any, SFAS 141(R) will have on its
consolidated financial statements.
7
In December 2007, the Financial Accounting Standards Board issued SFAS 160,
"Non-controlling Interests in Consolidated Financial Statements" ("SFAS 160"),
an amendment of Accounting Research Bulletin No. 51, "Consolidated Financial
Statements" ("ARB 51"). SFAS 160 establishes accounting and reporting standards
for the non-controlling interest in a subsidiary and for the deconsolidation of
a subsidiary. Minority interests will be re characterized as non-controlling
interests and will be reported as a component of equity separate from the
parent's equity, and purchases or sales of equity interests that do not result
in a change in control will be accounted for as equity transactions. In
addition, net income attributable to the non-controlling interest will be
included in consolidated net income on the face of the income statement and upon
a loss of control, the interest sold, as well as any interest retained, will be
recorded at fair value with any gain or loss recognized in earnings. This
pronouncement is effective for fiscal years beginning after December 15, 2008.
The Company is currently evaluating the potential impact, if any, of the
adoption of SFAS 160 on its condensed consolidated financial statements.
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities" ("SFAS 161"). SFAS 161 requires enhanced
disclosures about an entity's derivative and hedging activities and thereby
improves the transparency of financial reporting. The objective of the guidance
is to provide users of financial statements with an enhanced understanding of
how and why an entity uses derivative instruments; how derivative instruments
and related hedged items are accounted for; and how derivative instruments and
related hedged items affect an entity's financial position, financial
performance, and cash flows. SFAS 161 is effective for fiscal years beginning
after November 15, 2008. Management is currently evaluating the impact SFAS 161
will have on the Company's condensed consolidated financial statements.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles." SFAS 162 identifies the sources of accounting principles
and the framework for selecting the principles to be used in the preparation of
financial statements of nongovernmental entities that are presented in
conformity with GAAP in the United States. It is effective 60 days following the
SEC's approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, "The Meaning of Present Fairly in Conformity With Generally
Accepted Accounting Principles." The adoption of this statement is not expected
to have a material effect on the Company's condensed consolidated financial
statements.
In October 2008, the FASB issued FASB Staff Position ("FSP") FAS 157-3,
"Determining the Fair Value of a Financial Asset When the Market for That Asset
Is Not Active". The FSP clarifies the application of FASB Statement No. 157,
"Fair Value Measurements", in a market that is not active and provides an
example to illustrate key considerations in determining the fair value of a
financial asset when the market for that financial asset is not active. The FSP
is effective October 10, 2008, and for prior periods for which financial
statements have not been issued. Revisions resulting from a change in the
valuation technique or its application should be accounted for as a change in
accounting estimate following the guidance in FASB Statement No. 154,
"Accounting Changes and Error Corrections". However, the disclosure provisions
in Statement 154 for a change in accounting estimate are not required for
revisions resulting from a change in valuation technique or its application. The
Company is currently evaluating the expected effect, if any, FSP 157-3 will have
on its condensed consolidated financial statements.
8
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 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 November 30, 2008, MALLC
loaned us an aggregate $120,000 under a series of promissory notes payable that
mature 120 days from issuance, including $30,000 loaned to us during the nine
months ended November 30, 2008. At November 30, 2008, all $120,000 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. 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. On January 7, 2009, this shareholder loaned the Company an
additional $10,000 under the same terms as above.
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 November 30,
2008, we had approximately $3,000 in cash and our working capital deficit and
stockholders' deficit were both approximately $508,000. Although MALLC loaned us
$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 nine months ended November 30, 2008
was approximately $130,000 and cash used in operations during the nine months
totaled approximately $28,000. MALLC loaned us an additional $10,000 in January
2009 and we expect that loan, together with continued cooperation of our
creditors, may permit us to continue our operations through the fourth quarter
of our fiscal year.
9
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 and nine months ended November
30, 2008, our net loss was approximately $20,000 and $130,000, respectively,
compared to a net loss of approximately $83,000 and $156,000, respectively, in
the three and nine months ended November 30, 2007. The net loss in the current
year nine months results from ongoing costs of approximately $20,000 per quarter
plus approximately $60,000 of costs associated with our negotiation of and entry
into a definitive agreement to merge with a target company, which agreement we
subsequently terminated due to the counterparty's breach. While the counterparty
is obligated to reimburse up to $50,000 of our deal-related expenses, there can
be no assurance that we will be successful in recouping such amounts. As such,
we have charged such costs to operations. Partly offsetting such increased cost
are lower operating costs for occupancy, intellectual property (which costs have
ceased) and costs associated with the reverse split of our shares that occurred
in the prior fiscal year. Higher interest cost results from higher debt levels,
and higher default interest, in the three and nine months ended November 30,
2008 compared to the three and nine months ended November 30, 2007.
The operating results for the three months ended November 30, 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 as was the instance in the three months
ended August 31, 2008.
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 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
10
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,
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.
11
Item 3. Defaults Upon Senior Securities
As discussed in Managements Discussion and Analysis of Financial Condition
and Results of Operations - Overview, Background and History, $120,000 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 $10,000 principal amount of
notes payable to MALLC that were issued subsequent to the above defaults.
Item 5. - Other Information
On July 24, 2008 the criteria for issuance of 90,000 shares of class A
common stock to management and the Board of Directors was reached and such
shares became issuable. See discussion under Note 6 of Notes to Condensed
Consolidated Financial Statements. These shares have been offered and sold in a
transaction exempt from the registration requirements of the Securities Act of
1933, as amended, by virtue of Section 4(2) thereunder.
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: January 14, 2009 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)
12
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.