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These terms and conditions govern your use of the website alphaminr.com and its related services.
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x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
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New
York
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11-3074326
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(State
or other jurisdiction of
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(IRS
Employer Identification No.)
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incorporation
or organization)
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6800
Jericho Turnpike, Suite 120W, Syosset, NY 11791
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(Address
of principal executive offices and Zip code)
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(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)
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Large
accelerated filer
o
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Accelerated
filer
o
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Non-accelerated
filer
o
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Smaller
reporting company
x
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(Do
not check if a smaller reporting company)
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Class
A Common Stock, $.001 Par Value
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1,176,025
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Class
B Common Stock, $.001 Par Value
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3,304
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Class
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Shares
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MAGNA-LAB
INC. AND SUBSIDIARY
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CONTENTS
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PART
1 – FINANCIAL INFORMATION
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Item
1. – Financial Statements
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1
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2
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3
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4
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5 -
8
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9 -
10
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10
- 11
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PART
II - OTHER INFORMATION
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11
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11
- 12
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12
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12
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MAGNA-LAB
INC. AND SUBSIDIARY
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||||||||
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CONDENSED
CONSOLIDATED BALANCE SHEETS
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||||||||
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ASSETS
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||||||||
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November
30,
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February
28,
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|||||||
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2009
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2009
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(unaudited)
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||||||||
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CURRENT
ASSETS:
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Cash
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$ | 3,000 | $ | 1,000 | ||||
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Prepaid
expense
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6,000 | 3,000 | ||||||
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Total
current assets
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$ | 9,000 | $ | 4,000 | ||||
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LIABILITIES
AND STOCKHOLDERS' DEFICIT
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||||||||
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CURRENT
LIABILITIES:
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Notes
payable and accrued interest payable to a shareholder
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$ | 215,000 | $ | 158,000 | ||||
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Accounts
payable (including approximately $68,000 which is payable
to
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||||||||
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the
Company’s President for expenses he paid on the Company’s
behalf)
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339,000 | 336,000 | ||||||
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Accrued
expenses and other current liabilities
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38,000 | 33,000 | ||||||
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Total
current liabilities
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592,000 | 527,000 | ||||||
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STOCKHOLDERS'
DEFICIT:
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||||||||
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Preferred
stock, par value $.01 per share, 5,000,000 shares
authorized,
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||||||||
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none
issued
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- | - | ||||||
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Common
stock, Class A, par value $.001 per share, 120,000,000
shares
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||||||||
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authorized,
1,176,025 shares issued and outstanding at November 30,
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1,000 | 1,000 | ||||||
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2009
and February 28, 2009, respectively
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Common
stock, Class B, par value $.001 per share, 3,750,000
shares
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||||||||
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authorized,
18,750 shares issued and 3,304 shares outstanding at
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||||||||
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November
30, 2009 and February 28, 2009, respectively
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- | - | ||||||
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Capital-in-excess
of par value
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27,180,000 | 27,180,000 | ||||||
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Accumulated
deficit
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(27,764,000 | ) | (27,704,000 | ) | ||||
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Total
stockholders' deficit
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(583,000 | ) | (523,000 | ) | ||||
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Total
liabilities and stockholders’ deficit
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$ | 9,000 | $ | 4,000 | ||||
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MAGNA
-LAB INC. AND SUBSIDIARY
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||||||||||||||||
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CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
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||||||||||||||||
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Three
and nine months ended November 30, 2009 and 2008
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||||||||||||||||
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(unaudited)
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||||||||||||||||
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Three
months ended
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Nine
months ended
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|||||||||||||||
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November
30,
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November
30,
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|||||||||||||||
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2009
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2008
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2009
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2008 | |||||||||||||
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REVENUES
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$ | - | $ | - | $ | - | $ | - | ||||||||
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OPERATING
EXPENSES:
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||||||||||||||||
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General
and administrative
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14,000 | 16,000 | 43,000 | 118,000 | ||||||||||||
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LOSS
FROM OPERATIONS
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(14,000 | ) | (16,000 | ) | (43,000 | ) | (118,000 | ) | ||||||||
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OTHER
EXPENSE – Interest expense
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6,000 | 4,000 | 17,000 | 12,000 | ||||||||||||
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NET
LOSS
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$ | (20,000 | ) | $ | (20,000 | ) | $ | (60,000 | ) | $ | (130,000 | ) | ||||
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WEIGHTED
AVERAGE NUMBER
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||||||||||||||||
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OF
COMMON SHARES OUTSTANDING,
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||||||||||||||||
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BASIC
AND DILUTED
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1,179,000 | 1,179,000 | 1,179,000 | 1,132,000 | ||||||||||||
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NET
LOSS PER COMMON SHARE,
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||||||||||||||||
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BASIC
AND DILUTED
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$ | (0.02 | ) | $ | (0.02 | ) | $ | (0.05 | ) | $ | (0.12 | ) | ||||
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MAGNA
-LAB INC. AND SUBSIDIARY
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||||||||
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CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
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||||||||
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Nine
months ended November 30, 2009 and 2008
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(unaudited)
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2009
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2008
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CASH
FLOWS FROM OPERATING ACTIVITIES:
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Net
loss
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$ | (60,000 | ) | $ | (130,000 | ) | ||
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Adjustments
to reconcile net loss to net cash used in operating
activities:
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Stock-based
compensation expense
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- | 10,000 | ||||||
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Effect
on cash of changes in operating assets and liabilities:
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||||||||
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Prepaid
expenses and other assets
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(3,000 | ) | (2,000 | ) | ||||
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Accounts
payable, accrued liabilities and other current liabilities
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30,000 | 94,000 | ||||||
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NET
CASH USED IN OPERATING ACTIVITIES
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(33,000 | ) | (28,000 | ) | ||||
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CASH
PROVIDED BY FINANCING ACTIVITIES:
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Proceeds
received from notes payable to shareholder
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35,000 | 30,000 | ||||||
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NET
INCREASE IN CASH
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2,000 | 2,000 | ||||||
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CASH:
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||||||||
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Beginning
of period
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1,000 | 1,000 | ||||||
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End
of period
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$ | 3,000 | $ | 3,000 | ||||
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SUPPLEMENTAL
SCHEDULE OF NON-CASH FINANCING ACTIVITIES
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Note
payable used to finance insurance
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$ | 11,000 | $ | 11,000 | ||||
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MAGNA
-LAB INC. AND SUBSIDIARY
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||||||||||||||||||||||||
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CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
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||||||||||||||||||||||||
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For
the nine months ended November 30, 2009
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||||||||||||||||||||||||
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Capital-in-
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||||||||||||||||||||||||
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Common
Stock
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Excess
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|||||||||||||||||||||||
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Class
A
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Class
B
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of
Par
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Accumulated
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|||||||||||||||||||||
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Shares
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Amount
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Shares
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Amount
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Value
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Deficit
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|||||||||||||||||||
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BALANCES,
February 28, 2009
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1,176,025 | $ | 1,000 | 3,304 | $ | - | $ | 27,180,000 | $ | (27,704,000 | ) | |||||||||||||
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NET
LOSS (unaudited)
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- | - | - | - | - | (60,000 | ) | |||||||||||||||||
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BALANCES,
November 30, 2009
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||||||||||||||||||||||||
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(unadited)
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1,176,025 | $ | 1,000 | 3,304 | $ | - | $ | 27,180,000 | $ | (27,764,000 | ) | |||||||||||||
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·
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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,
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·
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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,
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·
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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,
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·
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if
we merge with an unrelated business, it is likely that our current
officers and directors may resign upon consummation of a business
combination,
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·
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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,
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·
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we
may be unable to obtain additional financing that may be needed to fund
the operations and/or growth of the target
business,
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·
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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
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·
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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.
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31.1
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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.
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31.2
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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.
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32.1
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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.
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32.2
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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.
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MAGNA-LAB
INC.
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|||||
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(Registrant)
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Date:
January 14, 2009
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By:
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/s/
Lawrence A.
Minkoff
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Lawrence
A. Minkoff, Chairman, President and Chief
Scientific
Officer (Principal Executive Officer)
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By:
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/s/
Kenneth C. Riscica
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Kenneth
C. Riscica, Treasurer and Secretary
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(Principal
Financial and Accounting Officer)
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INDEX
TO EXHIBITS
|
||
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No.
|
Description
|
|
|
31.1
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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.
|
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31.2
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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.
|
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32.1
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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.
|
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32.2
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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.
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|