Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Aug. 31, 2018 | Oct. 05, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | MAGNA LAB INC | |
Entity Central Index Key | 895,464 | |
Document Type | 10-Q | |
Document Period End Date | Aug. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --02-28 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 1,178,762 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,019 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Aug. 31, 2018 | Feb. 28, 2018 |
CURRENT ASSETS: | ||
Cash | $ 3,000 | $ 2,000 |
Prepaid expense | 0 | 3,000 |
Total current assets | 3,000 | 5,000 |
CURRENT LIABILITIES: | ||
Notes payable and accrued interest payable to a shareholder | 1,223,000 | 1,151,000 |
Accounts payable | 341,000 | 332,000 |
Accrued expenses and other current liabilities | 37,000 | 38,000 |
Total current liabilities | 1,601,000 | 1,521,000 |
COMMITMENTS AND CONTINGENCIES (Notes 4 and 5) | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock, par value $.01 per share, 5,000,000 shares authorized, none issued | 0 | 0 |
Additional paid in capital | 27,290,000 | 27,290,000 |
Accumulated deficit | (28,889,000) | (28,807,000) |
Total stockholders' deficit | (1,598,000) | (1,516,000) |
Total liabilities and stockholders' deficit | 3,000 | 5,000 |
Common Stock Class A | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock | 1,000 | 1,000 |
Common Stock Class B | ||
STOCKHOLDERS' DEFICIT: | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Aug. 31, 2018 | Feb. 28, 2018 |
Stockholders Equity | ||
Preferred Stock Par Value | $ 0.01 | $ 0.01 |
Preferred Stock Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock Shares Issued | 0 | 0 |
Common Stock Class A | ||
Stockholders Equity | ||
Common Stock Par Value | $ 0.001 | $ 0.001 |
Common Stock Authorized | 120,000,000 | 120,000,000 |
Common Stock Issued | 1,178,762 | 1,178,762 |
Common Stock Class B | ||
Stockholders Equity | ||
Common Stock Par Value | $ 0.001 | $ 0.001 |
Common Stock Authorized | 3,750,000 | 3,750,000 |
Common Stock Issued | 18,750 | 18,750 |
Common Stock Forfeited | 10,000 | 10,000 |
Common Stock Class B Shares Converted to Class A | 8,183 | 8,183 |
Common Stock Outstanding | 567 | 567 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
Income Statement [Abstract] | ||||
REVENUES | $ 0 | $ 0 | $ 0 | $ 0 |
OPERATING EXPENSES: | ||||
General and administrative | 12,000 | 22,000 | 33,000 | 44,000 |
LOSS FROM OPERATIONS | (12,000) | (22,000) | (33,000) | (44,000) |
OTHER EXPENSE - Interest expense | 25,000 | 21,000 | 49,000 | 42,000 |
NET LOSS BEFORE INCOME TAX | (37,000) | (43,000) | (82,000) | (86,000) |
PROVISION FOR INCOME TAXES | 0 | 0 | 0 | 0 |
NET LOSS | $ (37,000) | $ (43,000) | $ (82,000) | $ (86,000) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 1,179,000 | 1,179,000 | 1,179,000 | 1,179,000 |
NET LOSS PER COMMON SHARE, BASIC AND DILUTED | $ (0.03) | $ (0.03) | $ (0.07) | $ (0.07) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (37,000) | $ (43,000) | $ (82,000) | $ (86,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Prepaid expenses | 3,000 | 0 | ||
Accounts payable, accrued liabilities and all other | 57,000 | 44,000 | ||
NET CASH USED IN OPERATING ACTIVITIES | (22,000) | (42,000) | ||
CASH PROVIDED BY FINANCING ACTIVITIES: | ||||
Proceeds received from notes payable to stockholder | 23,000 | 42,000 | ||
NET INCREASE IN CASH | 1,000 | 0 | ||
CASH: | ||||
Beginning of period | 2,000 | 1,000 | ||
End of period | $ 3,000 | $ 1,000 | $ 3,000 | $ 1,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders Deficit (Unaudited) - 6 months ended Aug. 31, 2018 - USD ($) | Common Stock Class A | Common Stock Class B | Additional Paid In Capital | Accumulated Deficit | Total |
Shares, Balance, Beginning at Feb. 28, 2018 | 1,178,762 | 567 | |||
Value, Balance, Beginning at Feb. 28, 2018 | $ 1,000 | $ 0 | $ 27,290,000 | $ (28,807,000) | $ (1,516,000) |
Net Loss | (82,000) | (82,000) | |||
Shares, Balance, Ending at Aug. 31, 2018 | 1,178,762 | 567 | |||
Value, Balance, Ending at Aug. 31, 2018 | $ 1,000 | $ 0 | $ 27,290,000 | $ (28,889,000) | $ (1,598,000) |
NOTE 1 - BASIS OF PRESENTATION
NOTE 1 - BASIS OF PRESENTATION AND CONSOLIDATION | 6 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 1 - BASIS OF PRESENTATION AND CONSOLIDATION | The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X for smaller reporting companies and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The unaudited 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 interim unaudited 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, 2018. The operating results for the three and six months ended August 31, 2018 are not necessarily indicative of the results that may be expected for the year ending February 28, 2019. All dollar amounts are rounded to the nearest thousand dollars. |
NOTE 2 - DISCUSSION OF THE COMP
NOTE 2 - DISCUSSION OF THE COMPANY'S ACTIVITIES AND GOING CONCERN CONSIDERATION | 6 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 2 - DISCUSSION OF THE COMPANY'S ACTIVITIES AND GOING CONCERN CONSIDERATION | Company Activities - 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 and therefore, in January 2017, the Company sold such technology to its President and CEO in exchange for relief from certain liabilities. Going Concern Consideration |
NOTE 3 - NET LOSS PER COMMON SH
NOTE 3 - NET LOSS PER COMMON SHARE | 6 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 3 - NET LOSS PER COMMON SHARE | The Company complies with the accounting and reporting requirements of U.S. GAAP with respect to computing its net loss per common 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 period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Since there are no options, warrants or derivative securities outstanding, basic and diluted loss per share were the same for the three and six month periods ended August 31, 2018 and 2017. |
NOTE 4 - NOTES PAYABLE - RELATE
NOTE 4 - NOTES PAYABLE - RELATED PARTY | 6 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 4 - NOTES PAYABLE - RELATED PARTY | Notes payable include 12% unsecured notes payable to the Company’s principal stockholder, Magna Acquisition LLC (“MALLC”) in the aggregate principal amount of approximately $676,000, plus approximately $547,000 of interest accrued. Such notes become due 120 days after issuance and, as such, approximately $660,000 principal amount of such notes are overdue at August 31, 2018. 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 stockholder to convert all amounts outstanding to them (including overdue amounts) into common stock of the Company. Subsequent to August 31, 2018 MALLC loaned an additional approximately $3,000 to the Company on the same terms as above. |
NOTE 5 - ACCOUNTS PAYABLE AND A
NOTE 5 - ACCOUNTS PAYABLE AND ACCRUALS | 6 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 5 - ACCOUNTS PAYABLE AND ACCRUALS | Accrued expenses and other current liabilities include approximately $18,000 payable to a third party, guaranteed by our principal stockholder, 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 was 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. The Company believes it would be entitled to an offset for recovery of certain costs from this third party associated with that proposed transaction pursuant to understandings between the parties. Some of the amounts recorded as accounts payable may have passed the statute of limitations for purposes of the vendor seeking recovery of such monies. The Company has not undertaken a formal study to evaluate recorded payables past the statute of limitations for purposes of possible write-off of such payables. 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, 2018 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 or six months ended August 31, 2018 or 2017. 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 COMPENSATI
NOTE 6 - STOCK-BASED COMPENSATION | 6 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 6 - STOCK-BASED COMPENSATION | In accordance with GAAP, the Company recognizes 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. The fair value of each option or warrant grant under GAAP 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. The criteria for recognition of this share compensation was met on July 24, 2008 and the Company recorded stock-based compensation expense of approximately $10,000 reflecting the fair value of the 90,000 shares at the date of entry into the agreement at the closing bid price of the Company’s stock. Because of cash constraints, the Company has not been able to issue such shares. However, for accounting purposes, the Company has accounted for such shares as though they have been issued. |
NOTE 7 - EFFECT OF RECENT ACCOU
NOTE 7 - EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Aug. 31, 2018 | |
Notes to Financial Statements | |
NOTE 7 - EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS | Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying interim unaudited condensed consolidated financial statements. |
NOTE 2 - DISCUSSION OF THE CO_2
NOTE 2 - DISCUSSION OF THE COMPANY'S ACTIVITIES AND GOING CONCERN CONSIDERATION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Aug. 31, 2018 | Aug. 31, 2017 | Aug. 31, 2018 | Aug. 31, 2017 | Feb. 28, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Cash | $ 3,000 | $ 3,000 | $ 2,000 | ||
Total stockholders' deficit | (1,598,000) | (1,598,000) | $ (1,516,000) | ||
Net loss | $ (37,000) | $ (43,000) | (82,000) | $ (86,000) | |
Net cash used in operating activities | $ (22,000) | $ (42,000) |
NOTE 4 - NOTES PAYABLE - RELA_2
NOTE 4 - NOTES PAYABLE - RELATED PARTY (Details Narrative) | 6 Months Ended |
Aug. 31, 2018USD ($) | |
Due to Related Parties [Abstract] | |
Notes payable | $ 676,000 |
Accrued interest | 547,000 |
Overdue notes payable | $ 660,000 |
NOTE 6. STOCK-BASED COMPENSATIO
NOTE 6. STOCK-BASED COMPENSATION (Details Narrative) | 6 Months Ended |
Aug. 31, 2018USD ($) | |
Black-Scholes option pricing model risk free interest rate assumption weighted-average | 5.00% |
Black-Scholes option pricing model dividend yield assumption weighted-average | $ 0 |
Black-Scholes option pricing model expected volatility weighted-average | 200.00% |
Minimum | |
Black-Scholes option pricing model expected option life minimum | 5 years |
Maximum | |
Black-Scholes option pricing model expected option life minimum | 9 years |