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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended:
August 31, 2012
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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
For the transition period from
to _________________
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New York
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11-3074326
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer Identification No.)
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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 (or c/o 212 986 9700)
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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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PART 1 – FINANCIAL INFORMATION
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Item 1. – Financial Statements
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Condensed Consolidated Balance Sheets
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1
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Condensed Consolidated Statements of Operations (unaudited)
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2
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Condensed Consolidated Statements of Cash Flows (unaudited)
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3
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Condensed Consolidated Statement of Stockholders’ Deficit (unaudited)
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4
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Notes to Condensed Consolidated Financial Statements
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5 - 7
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| Item 2. – Management’s Discussion and Analysis of Financial Condition And Results of Operations |
8 - 9
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Item 3. – Quantitative and Qualitative Disclosures about Market Risk
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9
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Item 4T. – Controls and Procedures
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10
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PART II - OTHER INFORMATION
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Item 1A. – Risk Factors
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10
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Item 3. – Defaults Upon Senior Securities
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11
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Item 6. – Exhibits
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11
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SIGNATURES
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11
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| ASSETS | |||||||||
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August 31,
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February 29,
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||||||||
| 2012 . | 2012 . | ||||||||
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CURRENT ASSETS:
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Cash
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$ | 10,000 | $ | 7,000 | |||||
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Prepaid expense
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9,000 | 3,000 | |||||||
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Total current assets
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$ | 19,000 | $ | 10,000 | |||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||||||
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CURRENT LIABILITIES:
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Notes payable and accrued interest payable to a shareholder
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$ | 435,000 | $ | 390,000 | |||||
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Accounts payable (including approximately $68,000 which is payable to
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the Company’s President for expenses he paid on the Company’s behalf)
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395,000 | 391,000 | |||||||
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Accrued expenses and other current liabilities
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39,000 | 32,000 | |||||||
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Total current liabilities
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869,000 | 813,000 | |||||||
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STOCKHOLDERS' DEFICIT:
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Preferred stock, par value $.01 per share, 5,000,000 shares authorized,
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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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authorized, 1,176,025 shares issued and outstanding
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1,000 | 1,000 | |||||||
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Common stock, Class B, par value $.001 per share, 3,750,000 shares
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authorized, 18,750 shares issued and 3,304 shares outstanding
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- | - | |||||||
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Capital-in-excess of par value
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27,180,000 | 27,180,000 | |||||||
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Accumulated deficit
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(28,031,000 | ) | (27,984,000 | ) | |||||
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Total stockholders' deficit
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(850,000 | ) | (803,000 | ) | |||||
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Total liabilities and stockholders’ deficit
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$ | 19,000 . | $ | 10,000 | |||||
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Three months ended
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Six months ended
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August 31,
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August 31, | |||||||||||||||
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2012
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2011
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2012
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2011
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REVENUES
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$ | - | $ | - | $ | - | $ | - | ||||||||
| OPERATING EXPENSES: | ||||||||||||||||
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General and administrative
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14,000 | 11,000 | 27,000 | 25,000 | ||||||||||||
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LOSS FROM OPERATIONS
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(14,000 | ) | (11,000 | ) | (27,000 | ) | (25,000 | ) | ||||||||
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OTHER EXPENSE – Interest expense
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10,000 | 9,000 | 20,000 | 18,000 | ||||||||||||
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NET LOSS
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$ | (24,000 | ) | $ | (20,000 | ) | $ | (47,000 | ) | $ | (43,000 | ) | ||||
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WEIGHTED AVERAGE NUMBER
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OF COMMON SHARES OUTSTANDING,
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BASIC AND DILUTED
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1,179,000 | 1,179,000 | 1,179,000 | 1,179,000 | ||||||||||||
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NET LOSS PER COMMON SHARE,
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BASIC AND DILUTED
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$ | (0.02 | ) | $ | (0.02 | ) | $ | (0.04 | ) | $ | (0.04 | ) | ||||
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2012
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2011
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$ | (47,000 | ) | $ | (43,000 | ) | ||
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Adjustments to reconcile net loss to net cash used in operating activities:
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Effect on cash of changes in operating assets and liabilities:
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Prepaid expenses
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(6,000 | ) | (6,000 | ) | ||||
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Accounts payable, accrued liabilities and all other
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31,000 | 24,000 | ||||||
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NET CASH USED IN OPERATING ACTIVITIES
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(22,000 | ) | (25,000 | ) | ||||
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CASH PROVIDED BY FINANCING ACTIVITIES:
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Proceeds received from notes payable to shareholder
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25,000 | 25,000 | ||||||
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NET INCREASE (DECREASE) IN CASH
CASH:
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3,000 | - | ||||||
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Beginning of period
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7,000 | 7,000 | ||||||
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End of period
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$ | 10,000 | $ | 7,000 | ||||
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Capital-in-
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| Common Stock |
Excess
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| Class A | Class B |
of Par
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Accumulated
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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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BALANCES, February 29, 2012
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1,176,025 | $ | 1,000 | 3,304 | $ | - | $ | 27,180,000 | $ | (27,984,000 | ) | |||||||||||||
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NET LOSS (unaudited)
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- | - | - | - | - | (47,000 | ) | |||||||||||||||||
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BALANCES, August 31, 2012
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(unaudited)
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1,176,025 | $ | 1,000 | 3,304 | $ | - | $ | 27,180,000 | $ | (28,031,000 | ) | |||||||||||||
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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 would likely divest of any of our remaining 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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(Registrant)
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Date: October 12, 2012
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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
(Principal Financial and Accounting Officer)
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| No. | Description |
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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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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 |
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| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
No Customers Found
No Suppliers Found
Price
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| Owner | Position | Direct Shares | Indirect Shares |
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