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: August 31, 2009
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
incorporation or organization) Identification No.)
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)
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(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, 2009
Class A Common Stock, $.001 Par Value 1,176,025
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Class B Common Stock, $.001 Par Value 3,304
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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 3. - Quantitative and Qualitative Disclosures about Market Risk 11
Item 4T - Controls and Procedures 11
PART II - OTHER INFORMATION
Item 1A. - Risk Factors 11
Item 3 - Defaults Upon Senior Securities 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
August 31, February 28,
2009 2009
------------ ------------
(unaudited)
CURRENT ASSETS:
Cash $ 9,000 $ 1,000
Prepaid expense 9,000 3,000
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Total current assets $ 18,000 $ 4,000
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Notes payable and accrued interest payable to a shareholder $ 203,000 $ 158,000
Accounts payable (including approximately $68,000 which is payable to
the Company's President for expenses he paid on the Company's behalf) 340,000 336,000
Accrued expenses and other current liabilities 37,000 33,000
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Total current liabilities 580,000 527,000
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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 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 27,180,000 27,180,000
Accumulated deficit (27,743,000) (27,704,000)
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Total stockholders' deficit (562,000) (523,000)
------------ ------------
Total liabilities and stockholders' deficit $ 18,000 $ 4,000
============ ============
See accompanying notes to the condensed consolidated financial statements.
1
MAGNA-LAB INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three and six months ended August 31, 2009 and 2008
(unaudited)
Three months ended Six months ended
August 31, August 31,
---------- ----------
2009 2008 2009 2008
-------------- -------------- -------------- --------------
REVENUES $ -- $ -- $ -- $ --
-------------- -------------- -------------- --------------
OPERATING EXPENSES:
General and administrative 14,000 79,000 28,000 102,000
-------------- -------------- -------------- --------------
LOSS FROM OPERATIONS (14,000) (79,000) (28,000) (102,000)
-------------- -------------- -------------- --------------
OTHER EXPENSE - Interest expense 6,000 5,000 11,000 8,000
-------------- -------------- -------------- --------------
NET LOSS $ (20,000) $ (84,000) $ (39,000) (110,000)
============== ============== ============== ==============
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING,
BASIC AND DILUTED 1,179,000 1,127,000 1,179,000 1,104,000
============== ============== ============== ==============
NET LOSS PER COMMON SHARE,
BASIC AND DILUTED $ (0.02) $ (0.07) $ (0.03) $ (0.10)
============== ============== ============== ==============
See accompanying notes to the condensed consolidated financial statements.
2
MAGNA-LAB INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended August 31, 2009 and 2008
(unaudited)
2009 2008
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (39,000) $ (110,000)
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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 (6,000) (5,000)
Accounts payable, accrued liabilities and all other 23,000 82,000
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NET CASH USED IN OPERATING ACTIVITIES (22,000) (23,000)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds received from notes payable to shareholder 30,000 30,000
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NET CASH PROVIDED BY FINANCING ACTIVITIES 30,000 30,000
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NET INCREASE (DECREASE) IN CASH 8,000 7,000
CASH:
Beginning of period 1,000 1,000
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End of period $ 9,000 $ 8,000
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SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES
Note payable used to finance insurance $ 10,000 $ 11,000
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See accompanying notes to the condensed consolidated financial statements.
3
MAGNA-LAB INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
For the six months ended August 31, 2009 (unaudited)
Common Stock
-------------------------------------------- Capital in
Class A Class B Excess
-------------------------------------------- of Par Accumulated
Shares Amount Shares Amount Value Deficit
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BALANCES, February 28, 2009 1,176,025 $ 1,000 3,304 $ - $ 27,180,000 $(27,704,000)
NET LOSS, unaudited - - - - - (39,000)
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BALANCES, August 31, 2009 1,176,025 $ 1,000 3,304 $ - $ 27,180,000 $(27,743,000)
===============================================================================
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-K for the year ended
February 28, 2009. The operating results for the three and six months ended
August 31, 2009 are not necessarily indicative of the results that may be
expected for the year ended February 28, 2010.
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 August 31, 2009, the Company had only
$9,000 of cash and approximately $562,000 in negative working capital and
stockholders' deficit and negative cash flows from operations. For the six
months ended August 31, 2009, the Company had a net loss of approximately
$39,000 and utilized approximately $22,000 of cash in operating activities.
Further, losses are continuing subsequent to August 31, 2009. 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, 2009. 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 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 (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
5
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 August 31, 2009 and
2008.
NOTE 4 - NOTES PAYABLE:
Notes payable include 12% unsecured notes payable to the Company's principal
shareholder in the aggregate principal amount of $165,000, plus approximately
$38,000 of interest accrued, including $30,000 issued during the three months
ended August 31, 2009. Such notes become due 120 days after issuance and, as
such, $135,000 principal amount of such notes are overdue at August 31, 2009.
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.
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 was to be repaid if the proposed
merger transaction with this party was not completed. This party subsequently
merged with a third party and abandoned its possible transaction with the
Company. There has not been a demand for repayment of this amount. Further, the
Company has asserted that it is due recovery of its 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-K for the year ended February 28, 2009
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 and six months ended August 31, 2009 or 2008. 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 Accounting Principles Board Opinion ("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%.
NOTE 7 - EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS:
In December 2007, the 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
6
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 noncontrolling 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 believes that the effect SFAS 141(R) will have on
its condensed consolidated financial statements will only be known when and if
it completes a reverse merger transaction.
In December 2007, the FASB issued SFAS No. 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 believes that
the effect SFAS 160 will have on its condensed consolidated financial statements
will only be known when and if it completes a reverse merger transaction.
In April 2009, the FASB issued three Final Staff Positions ("FSP"s) intended to
provide additional application guidance and enhance disclosures regarding fair
value measurements and impairments of securities. FSP FAS 157-4, Determining
Fair Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly,
provides guidelines for making fair value measurements more consistent with the
principles presented in FASB Statement No. 157, Fair Value Measurements. FSP FAS
107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial
Instruments, enhances consistency in financial reporting by increasing the
frequency of fair value disclosures. FSP FAS 115-2 and FAS 124-2, Recognition
and Presentation of Other-Than-Temporary Impairments, provides additional
guidance designed to create greater clarity and consistency in accounting for
and presenting impairment losses on securities. FSP 157-2 amends SFAS 157 by
delaying the effective date of SFAS 157 for nonfinancial assets and nonfinancial
liabilities, except for items that are already recognized or disclosed at fair
value in the financial statements on a recurring basis, to fiscal years
beginning after November 15, 2008.
FSP FAS 157-4 relates to determining fair values when there is no active market
or where the price inputs being used represent distressed sales. It reaffirms
what Statement 157 states is the objective of fair value measurement--to reflect
how much an asset would be sold for in an orderly transaction (as opposed to a
distressed or forced transaction) at the date of the financial statements under
current market conditions. Specifically, it reaffirms the need to use judgment
to ascertain if a formerly active market has become inactive and in determining
fair values when markets have become inactive.
FSP FAS 107-1 and APB 28-1 relate to fair value disclosures for any financial
instruments that are not currently reflected on the balance sheet of companies
at fair value. Prior to issuing this FSP, fair values for these assets and
liabilities were only disclosed once a year. The FSP requires these disclosures
on a quarterly basis, providing qualitative and quantitative information about
fair value estimates for all those financial instruments not measured on the
balance sheet at fair value.
FSP FAS 115-2 and FAS 124-2 on other-than-temporary impairments are intended to
bring greater consistency to the timing of impairment recognition, and provide
greater clarity to investors about the credit and noncredit components of
impaired debt securities that are not expected to be sold. The measure of
impairment in comprehensive income remains fair value. The FSP also requires
increased and more timely disclosures regarding expected cash flows, credit
losses, and an aging of securities with unrealized losses.
The FSPs are effective for interim and annual periods ending after June 15, 2009
and have not had a material effect on the financial statements of the Company.
7
In June 2009, FASB issued SFAS No. 165, "Subsequent Events" which establishes
general standards of accounting for and disclosures of events that occur after
the balance sheet date but before the financial statements are issued or
available to be issued. It is effective for interim and annual periods ending
after June 15, 2009. The adoption of this pronouncement has not had a material
effect on the condensed consolidated financial statements.
In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles
("GAAP") - a replacement of FASB Statement No. 162," which will become the
source of authoritative US GAAP recognized by the FASB to be applied to
nongovernmental entities. It is effective for financial statements issued for
interim and annual periods ending after September 15, 2009. The Company does not
believe that this will have a material effect on its consolidated financial
statements.
Management does not believe that any other recently issued, but not yet
effective, accounting standards if currently adopted would have a material
effect on the accompanying 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-K for the year ended February 28, 2009 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 entered into definitive agreements with one candidate (which
agreement was subsequently terminated) 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 August 31, 2009, MALLC
loaned us an aggregate $165,000 under a series of promissory notes payable that
mature 120 days from issuance, including $30,000 loaned to us in the three
months ended August 31, 2009. At August 31, 2009, $135,000 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.
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 August 31, 2009, the
Company had approximately $9,000 in cash and approximately $562,000 in negative
9
working capital and stockholders' deficit and negative cash flows from
operations. For the six months ended August 31, 2009, the Company had a net loss
of approximately $39,000 and utilized approximately $22,000 of cash in operating
activities. Further, losses are continuing subsequent to August 31, 2009. 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, 2009. These factors, among others,
raise substantial doubt about the Company's ability to continue operations as a
going concern.
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, we do not
have the cash to preserve the intellectual property of that business and
therefore we have ceased making efforts to preserve such technology and we may
be forced to abandon it altogether.
We currently have no material commitments for capital expenditures.
Results of Operations - During the three and six months ended August
31, 2009, our net loss was approximately $20,000 and $39,000, respectively,
compared to a net loss of approximately $84,000 and $110,000, respectively, in
the three and six months ended August 31, 2008. During the three and six months
ended August 31, 2008, the higher costs result primarily from professional and
consulting fees associated with a potential merger transaction that ultimately
did not close. The lower net loss in the three months ended August 31, 2009
results from the absence of a potential transaction during that period as well
as lower operating costs, primarily professional fees and occupancy. Our
interest costs in the three and six months ended August 31, 2009 are higher than
in the same periods of the prior year due to higher debt levels and higher
default interest.
The operating results for the three and six months ended August 31,
2009 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. Our interest expenses are
increasing with additional outstanding borrowings which are increasingly at
default interest rates (15%).
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.
10
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.
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,
11
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-K for the year ended
February 28, 2009.
Item 3. Defaults Upon Senior Securities
As discussed in Managements Discussion and Analysis of Financial Condition
and Results of Operations - Overview, Background and History, $135,000 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 $30,000 principal amount of
notes payable to MALLC that were issued subsequent to the above defaults.
Item 6. - Exhibits
10.01 Note Payable to Magna Acquisition LLC dated August 18, 2009.
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: October 13, 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
--- -----------
10.01 Note Payable to Magna Acquisition LLC dated August 18, 2009.
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.