10-Q

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 SECURITIESEXCHANGE ACT OF 1934   For the quarterly period ended:  May 31, 2016

OR

o 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.

 (Exact name of registrant as specified in its charter)

New York	11-3074326
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
6800 Jericho Turnpike, Suite 120W, Syosset, NY 11791
(Address of principal executive offices and Zip code)
(516) 393 5874 (or c/o 212 986 9700)
(Issuer's telephone number including area code)
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x      No o

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  £ (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes x      No o

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 – June 30, 2016

Class A Common Stock, $.001 Par Value	1,176,373
Class B Common Stock, $.001 Par Value	2,956
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 (unaudited)	2
Condensed Consolidated Statements of Cash Flows (unaudited)	3
Condensed Consolidated Statement of Stockholders’ Deficit (unaudited)	4
Notes to Condensed Consolidated Financial Statements (unaudited)	5- 7
Item 2. – Management’s Discussion and Analysis of Financial Condition And Results of Operations	8 - 9
Item 3. – Quantitative and Qualitative Disclosures about Market Risk	9
Item 4T. – Controls and Procedures	10
PART II - OTHER INFORMATION
Item 1A. – Risk Factors	10
Item 3. – Defaults Upon Senior Securities	11
Item 6. – Exhibits	11
SIGNATURES	11

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
	May 31,		February 29,
		2016		2016
	(unaudited)
CURRENT ASSETS:
Cash	$	3,000	$	11,000
Prepaid expense		-		3,000
Total assets	$	3,000	$	14,000

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Notes payable and accrued interest payable to a stockholder	$	834,000		$	816,000
Accounts payable, including approximately $68,000 which is payable to
a related party		418,000			415,000
Accrued expenses and other current liabilities		43,000			41,000
Total liabilities		1,295,000			1,272,000
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, 1,176,373 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, 10,000 shares forfeited,
5,794 shares converted to Class A and 2,956 shares outstanding		-			-
Capital-in-excess of par value		27,180,000			27,180,000
Accumulated deficit		(28,473,000	)		(28,439,000	)
Total stockholders' deficit		(1,292,000	)		(1,258,000	)
Total liabilities and stockholders’ deficit	$	3,000		$	14,000

See accompanying notes to the condensed consolidated financial statements.

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MAGNA-LAB INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the three months ended May 31, 2016 and 2015

(unaudited)

	2016			2015
REVENUES	$	-		$	-
OPERATING EXPENSES:
General and administrative		16,000			15,000
LOSS FROM OPERATIONS		(16,000	)		(15,000	)
OTHER EXPENSE - Interest expense		18,000			16,000
NET LOSS	$	(34,000	)	$	(31,000	)
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING		1,179,000			1,179,000
NET LOSS PER COMMON SHARE,
basic and diluted	$	(0.03	)	$	(0.03	)

See accompanying notes to the condensed consolidated financial statements.

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MAGNA-LAB INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended May 31, 2016 and 2015

(unaudited)

	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(34,000	)	$	(31,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Effect on cash of changes in operating assets and liabilities:
Prepaid expenses		3,000			3,000
Accounts payable, accrued liabilities and all other		23,000			14,000
NET CASH USED IN OPERATING ACTIVITIES		(8,000	)		(14,000	)
CASH PROVIDED BY FINANCING ACTIVITIES:
Proceeds received from notes payable to stockholder		-			10,000
NET INCREASE (DECREASE) IN CASH		(8,000	)		(4,000	)
CASH:
Beginning of period		11,000			12,000
End of period	$	3,000		$	8,000

See accompanying notes to the condensed consolidated financial statements.

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MAGNA-LAB INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

For the three months ended May 31, 2016 (unaudited)

									Capital-in-
	Common Stock								Excess
	Class A				Class B				of Par		Accumulated
	Shares		Amount		Shares		Amount		Value		Deficit
BALANCES, February 29, 2016		1,176,373	$	1,000		2,956	$	-	$	27,180,000	$	(28,439,000	)
NET LOSS (unaudited)		-		-		-		-		-		(34,000	)
BALANCES, May 31, 2016
(unaudited)		1,176,373	$	1,000		2,956	$	-	$	27,180,000	$	(28,473,000	)

See accompanying notes to the condensed consolidated financial statements.

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MAGNA-LAB INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION AND CONSOLIDATION:

The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X for 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 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 29, 2016.  The operating results for the three months ended May 31, 2016 are not necessarily indicative of the results that may be expected for the year ending February 28, 2017.

NOTE 2 - DISCUSSION OF THE COMPANY'S ACTIVITIES 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 the Company’s 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 May 31, 2016, the Company had approximately $3,000 of cash and approximately $1,292,000 in negative working capital and stockholders’ deficit and negative cash flows from operations.  For the three months ended May 31, 2016, the Company had a net loss of approximately $34,000 and utilized approximately $8,000 of cash in operating activities.  Further, losses are continuing subsequent to May 31, 2016.  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, 2016.  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 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.  While a shareholder provided the Company with an additional loan subsequent to May 31, 2016 (Note 4), such amounts are not sufficient to continue operations for the coming twelve months and the Company has no commitment for further financing.  These factors, among others, raise substantial doubt about the Company’s ability to continue operations as a going concern.  No adjustments have been made in the accompanying condensed consolidated 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 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 month periods ended May 31, 2016 and 2015.

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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 $479,000, plus approximately $355,000 of interest accrued.  Such notes become due 120 days after issuance and, as such, approximately $479,000 principal amount of such notes are overdue at May 31, 2016.  The notes that are overdue bear interest at 15% per year subsequent to their maturity date.

On June 7, 2016, MALLC loaned an additional $25,000 to the Company on the same terms as above.

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.

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 that 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. This officer ceased making such payments several years ago and, as such, the underlying intellectual property became compromised.

Accrued expenses and other current liabilities includes 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 29, 2016 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 months ended May 31, 2016 or 2015.  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 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.

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NOTE 7 – EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS:

In August 2014, the FASB issued ASU 2014-15,Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern(“ASU 2014-15”). ASU 2014-15 provides guidance on management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures.  For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year form the date the financial statements are issued.  The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016 and for annual and interim periods thereafter. Early adoption is permitted.  The Company has adopted the methodologies prescribed by ASU 2014-15, and does not anticipate that the adoption of ASU 2014-15 will have a material effect on its financial position or results of operations.

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.

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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 29, 2016 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 stockholders.  It would, however, provide an opportunity to return some value to stockholders.  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 stockholder.  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 May 31, 2016, MALLC loaned us an aggregate $479,000 under a series of promissory notes payable that mature 120 days from issuance.  At May 31, 2016, approximately $479,000 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.  On June 7, 2016, MALLC loaned the Company an additional $25,000 on the same terms as above.  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.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

Financial Condition, Liquidity and Capital Resources - At May 31, 2016, the Company had approximately $3,000 cash and approximately $1,292,000 in negative working capital and stockholders’ deficit and negative cash flows from operations.  For the three months ended May 31, 2016, the Company had a net loss of approximately $34,000 and utilized approximately $8,000 of cash in operating activities.  Further, losses are continuing subsequent to May 31, 2016.  Although our principal investor loaned us an additional $25,000 in June 2016, this is not sufficient for our operations for the next twelve months and we have no commitments for future funding.  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, 2016.  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.

We currently have no material commitments for capital expenditures.

Results of Operations – During the three months ended May 31, 2016, our net loss was approximately $34,000 compared to a net loss of approximately $31,000 in the three months ended May 31, 2015.  The increase in the loss is due principally to the higher debt levels and higher default interest in the three months ended May 31, 2016 that resulted in an increase in interest expense.

Our expenses, particularly professional and consulting fees, can increase significantly if we are actively engaged in negotiations for a merger transaction.  There can be no assurance that any of our activities will result in any 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 condensed 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 adjustments have been made in the condensed consolidated financial statements that could result should we be unable to continue as a going concern.

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.

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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:

· 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,

· 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,

· 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,

· if we merge with an unrelated business, it is likely that our current officers and directors may resign upon consummation of a business combination,

· 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,

· 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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· 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

· our significant stockholders and executive officers and directors currently are able, by virtue of their position as managers of Magna Acquisition LLC, a 56% stockholder of the Company, to influence matters requiring stockholder approval and their interests may conflict with those of other stockholders.

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 29, 2016.

Item 3.   Defaults Upon Senior Securities

As discussed in Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview, Background and History, approximately $479,000 principal amount of 12% notes payable to Magna Acquisition LLC (“MALLC) are in default at May 31, 2016 as a result of their non-payment when due.  Such notes now carry a default rate of interest of 15%.   On June 7, 2016, MALLC loaned the Company another $25,000 on the same terms as the prior loans.

Item 6. - Exhibits

31.1 Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a – 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a – 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

10.41 Note Payable to Magna Acquisition LLC dated June 7, 2016.

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:  July 12, 2016	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)

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INDEX TO EXHIBITS

No. Description

31.1 Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a – 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a – 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

10.41 Note Payable to Magna Acquisition LLC dated June 7, 2016 (filed herewith)

EX-10.41

PROMISSORY NOTE

$25,000.00 June 7, 2016

FOR VALUE RECEIVED, the undersigned, Magna-Lab Inc., a New York corporation (“Borrower”), HEREBY PROMISES TO PAY to the order of Magna Acquisition LLC or its registered assigns ( “Lender”), in lawful money of the United States of America, in the manner and at the times provided hereinafter, the principal sum of Twenty Five Thousand Dollars (US25,000), together with Interest (as hereinafter defined) and Default Interest (as hereinafter defined) and all other amounts due and payable pursuant to and in accordance with terms of this Note.

Interest shall accrue on the unpaid principal amount of this Note from the date hereof until such principal amount is paid in full.  “Interest” shall mean twelve percent (12%) per annum.  Interest shall be computed on the actual number of days elapsed, predicated on a year consisting of three hundred and sixty (360) days.

Default Interest, if any, shall be payable on demand.  “Default Interest” shall mean interest computed at fifteen percent (15%) per annum, on (i) the entire principal balance of this Note from time to time unpaid from and after such amounts becomes due and payable (whether upon maturity, by acceleration or otherwise), and (ii) any and all other unpaid amounts due pursuant to the terms and provisions of this Note (including, but not limited to, accrued and unpaid Interest) from and after the respective date(s) on which those amounts become due and payable, whether upon maturity, by acceleration or otherwise; in each case from and after the expiration of any applicable grace period.  Default Interest shall be computed on the actual number of days elapsed, predicated on a year consisting of three hundred and sixty (360) days.  Notwithstanding anything to the contrary contained herein, for any period in which Default Interest is accruing on the entire unpaid principal balance hereunder, Interest shall not accrue.  Default Interest shall compound on an annual basis.

Unless otherwise accelerated pursuant to the terms hereof, this Note shall mature and all outstanding and unpaid principal and Interest shall be due and payable on the date that is 120 days from and after the date hereof.

This Note may be prepaid, in whole or in part, at any time by Borrower without premium or penalty.  Any prepayment of this Note shall be accompanied by payment of any Interest accrued and unpaid through the date of such prepayment, and all Default Interest, if any, accrued and unpaid through the date of such prepayment.

Notwithstanding anything to the contrary contained herein, upon the occurrence of any one or more of: (i) a default in the payment of any amounts due hereunder and a failure to cure such default within five (5) business days, or (ii) a default hereunder, and the expiration of any grace period applicable to any default as set forth herein, then at the sole option and discretion of Lender, and without further demand or notice of any kind, the following shall become immediately due and payable:

1. the aggregate principal amount of this Note outstanding and remaining unpaid hereunder;

2. unpaid Interest;

3. Default Interest; and

4. all other indebtedness evidence by this Note.

The following shall constitute events of default hereunder: (i) the assignment for the benefit of creditors by Borrower; (ii) the application for the appointment of a receiver for Borrower or for the property of Borrower; (iii) the filing of a petition in bankruptcy by or against Borrower; (iv) the issuance of an attachment or the entry of a judgment against Borrower; (v) a default by Borrower with respect to any other indebtedness due to Lender; (vi) the making or sending of a notice of an intended bulk sale by Borrower; (vii) the merger, consolidation, termination of existence, dissolution or insolvency of Borrower; (viii) the good faith determination by Lender that it deems itself insecure or that a material adverse change in the financial condition of Borrower has occurred since the date hereof and that Lender’s prospect of payment hereunder has been impaired; or (ix) any breach or default under any indebtedness of Borrower to any banking or financial institution, and the expiration of any grace period applicable to such breach or default.

If Borrower fails to pay any amounts when due hereunder, whether at maturity, by acceleration or otherwise, or if there occurs any event which entitles Lender to accelerate the indebtedness due under this Note and any grace period applicable to any such failure to pay or event as set forth herein expires, then Lender shall have all of the rights and remedies provided to it hereunder, and at law or in equity.  The remedies of Lender, as provided herein, shall be cumulative and concurrent, and may be pursued singularly, successively, or otherwise, at the sole discretion of Lender, and may be exercised as often as occasion therefor shall arise.  Lender may resort for payment hereunder to any of security for, or any guaranty of, this Note whether or not Lender shall have resorted for payment hereunder to any other security for or guaranty of this Note.  No act or omission of Lender, including specifically any failure to exercise any right, remedy or recourse, shall be deemed to be a waiver or release of the same, such waiver or release to be effected only through a written document executed by Lender and then only to the extent specifically recited therein.  A waiver or release with reference to any one event shall not be construed as continuing, as a bar to, or as a waiver or release of, any subsequent right, remedy, or recourse as to a subsequent event.  If this Note is placed in the hands of an attorney for collection or is collected on advice of counsel or through any legal proceeding, Borrower promises to pay, to the extent permitted by law, court costs and reasonable attorneys’ fees incurred by Lender.  Borrower hereby waives presentment, demand, notice of dishonor or nonpayment, protest and notice of protest in connection therewith.

If any provision of this Note is unenforceable, invalid or contrary to law, or its inclusion herein would affect the validity, legality or enforcement of this Note, such provision shall be limited to the extent necessary to render the same valid or shall be excised from this Note, as the circumstances require, and this Note shall be construed as if said provision had been incorporated herein as so limited or as if said provision had not been included herein, as the case may be.

Time is of the essence of this Note.

Upon maturity or following the occurrence of any event which entitles Lender to accelerate the indebtedness evidenced hereby, all payments received on account of the indebtedness evidenced hereby shall be applied, in whatever order, combination and amounts as Lender, in its sole and absolute discretion, decides, to all costs, expenses and other indebtedness, if any, owing to Lender by reason of this Note; Default Interest, Interest; and principal.

This Note, and the terms and provisions hereof, shall be binding upon Borrower and its successors, administrators, and assigns, and shall inure to the benefit of any holder hereof.

All amounts due hereunder shall be paid without deduction, set-off or counterclaim, Borrower expressly waiving any such rights to deduction, set-off or counterclaim.

Notwithstanding any provisions to the contrary contained in this Note or in any of the other documents or instruments referred to in this Note, if at any time or times the interest and any sums considered for such purposes to be interest, payable under or by reason of this Note or any such other documents or instruments, should exceed the maximum which, by the laws of the State having jurisdiction, may be charged with respect to the loan evidenced hereby, given the nature and all of the pertinent circumstances of such loan, than all such sums in excess of such maximum shall be deemed not to be interest, but rather to be payments on account of principal, and without further agreement of the parties shall be so applied without regard to any other provision of this Note, provided that Lender may elect instead that no sums shall be payable in excess of such maximum, whereupon this Note, and such other documents and instruments hall be deemed amended accordingly without further action by any party.

This Note shall inure to the benefit of Lender and its successors and assigns and shall be governed by, and construed in accordance with, the laws of the State of Delaware.

MAGNA-LAB INC., a New York corporation

By /s/Lawrence A Minkoff

Name: Lawrence A. Minkoff

Title: Chairman and President

EX-31.1

EXHIBIT 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)

I, Lawrence A. Minkoff, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Magna-Lab, Inc.;

2.    Based on my knowledge, this quarterly  report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: July 12, 2016	By:	/s/ Lawrence A. Minkoff
		Lawrence A. Minkoff
		President (principal executive officer)

EX-31.2

EXHIBIT 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)

I, Kenneth C. Riscica, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Magna-Lab, Inc.;

2.    Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)    all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)    any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: July 12, 2016	By:	/s/  Kenneth C. Riscica
		Kenneth C. Riscica, Treasurer & Secretary
		(principal financial officer)

EX-32.1

EXHIBIT 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.

         In connection with the accompanying Quarterly report on Form 10-Q of Magna-Lab, Inc. for the quarter ended May 31, 2016, the undersigned hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

(1) such Quarterly report on Form 10-Q for the quarter ended May 31, 2016 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in such Quarterly report on Form 10-Q for the quarter ended May 31, 2016 fairly presents, in all material respects, the financial condition and results of operations of Magna-Lab, Inc.

July 12, 2016	/s/ Lawrence A. Minkoff
	Name: Lawrence A. Minkoff
	Title:   President (principal executive officer)

EX-32.2

EXHIBIT 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.

         In connection with the accompanying Quarterly report on Form 10-Q of Magna-Lab, Inc. for the quarter ended May 31, 2016, the undersigned hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

(1) such Quarterly report on Form 10-Q for the quarter ended May 31, 2016 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in such Quarterly report on Form 10-Q for the quarter ended May 31, 2016 fairly presents, in all material respects, the financial condition and results of operations of Magna-Lab, Inc.

July 12, 2016	/s/ Kenneth C. Riscica
	Name: Kenneth C. Riscica
	Title: Treasurer & Secretary (principal financial officer)

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Document and Entity Information - shares	3 Months Ended
	May 31, 2016	Jun. 30, 2016
Document And Entity Information
Entity Registrant Name	MAGNA LAB INC
Entity Central Index Key	0000895464
Document Type	10-Q
Document Period End Date	May 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--02-28
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		1,179,329
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2017

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	May 31, 2016	Feb. 29, 2016
CURRENT ASSETS:
Cash	$ 3,000	$ 11,000
Prepaid expense		3,000
Total assets	3,000	14,000
CURRENT LIABILITIES:
Notes payable and accrued interest payable to a shareholder	834,000	816,000
Accounts payable, including approximately $68,000 which is payable to a related party	418,000	415,000
Accrued expenses and other current liabilities	43,000	41,000
Total liabilities	1,295,000	1,272,000
STOCKHOLDERS' DEFICIT:
Preferred stock, par value $.01 per share, 5,000,000 shares authorized, none issued	0	0
Common stock, Class A, par value $.001 per share, 120,000,000 shares authorized, 1,176,373 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, 10,000 share forfeited, 5,794 shares converted to Class A and 2,956 shares outstanding	0	0
Capital in excess of par value	27,180,000	27,180,000
Accumulated deficit	(28,473,000)	(28,439,000)
Total stockholders' deficit	(1,292,000)	(1,258,000)
Total liabilities and stockholders' deficit	$ 3,000	$ 14,000

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Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($)	May 31, 2016	Feb. 29, 2016
Liabilities
Approximate amount due to Company's President for expenses paid on the Company's behalf (in dollars)	$ 68,000
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 Par Value	$ 0.001	$ 0.001
Common Stock Class A Shares Authorized	120,000,000	120,000,000
Common Stock Class A Shares Issued	1,176,373	1,176,373
Common Stock Class A Shares Outstanding	1,176,373	1,176,373
Common Stock Class B Par Value	$ 0.001	$ 0.001
Common Stock Class B Shares Authorized	3,750,000	3,750,000
Common Stock Class B Shares Issued	18,750	18,750
Common Stock Class B Shares Outstanding	18,750	18,750

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	May 31, 2016	May 31, 2015
Income Statement [Abstract]
REVENUES	$ 0	$ 0
OPERATING EXPENSES:
General and administrative	16,000	15,000
LOSS FROM OPERATIONS	(16,000)	(15,000)
OTHER EXPENSE - Interest expense	18,000	16,000
NET LOSS	$ (34,000)	$ (31,000)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED	1,179,000	1,179,000
NET LOSS PER COMMON SHARE, BASIC AND DILUTED	$ (.03)	$ (.03)

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	May 31, 2016	May 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (34,000)	$ (31,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Prepaid expenses	3,000	3,000
Accounts payable, accrued liabilities and all other	23,000	14,000
NET CASH USED IN OPERATING ACTIVITIES	(8,000)	(14,000)
CASH PROVIDED BY FINANCING ACTIVITIES:
Proceeds received from notes payable to stockholder	0	10,000
NET INCREASE (DECREASE) IN CASH	(8,000)	(4,000)
CASH:
Beginning of period	11,000	12,000
End of period	$ 3,000	$ 8,000

XML

Condensed Consolidated Statement of Stockholders Deficit (Unaudited) - 3 months ended May 31, 2016 - USD ($)	Class A common stock	Class B common stock	Capital in Excess of Par Value	Accumulated Deficit
Shares, Balance, Beginning at Feb. 29, 2016	1,176,373	2,956
Value, Balance, Beginning at Feb. 29, 2016	$ 1,000		$ 27,180,000	$ (28,439,000)
Net Loss				(34,000)
Shares, Balance, Ending at May. 31, 2016	1,176,373	2,956
Value, Balance, Ending at May. 31, 2016	$ 1,000		$ 27,180,000	$ (28,473,000)

XML

NOTE 1 - BASIS OF PRESENTATION AND CONSOLIDATION

3 Months Ended

May 31, 2016

Notes to Financial Statements

NOTE 1 - BASIS OF PRESENTATION AND CONSOLIDATION

The accompanying condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X for 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 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 29, 2016. The operating results for the three months ended May 31, 2016 are not necessarily indicative of the results that may be expected for the year ending February 28, 2017.

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NOTE 2 - DISCUSSION OF THE COMPANY'S ACTIVITIES/PRODUCTS AND GOING CONCERN CONSIDERATION

3 Months Ended

May 31, 2016

Notes to Financial Statements

NOTE 2 - COMPANY'S ACTIVITIES 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 the Company’s 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 May 31, 2016, the Company had approximately $3,000 of cash and approximately $1,292,000 in negative working capital and stockholders’ deficit and negative cash flows from operations. For the three months ended May 31, 2016, the Company had a net loss of approximately $34,000 and utilized approximately $8,000 of cash in operating activities. Further, losses are continuing subsequent to May 31, 2016. 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, 2016. 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 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. While a shareholder provided the Company with an additional loan subsequent to May 31, 2016 (Note 4), such amounts are not sufficient to continue operations for the coming twelve months and the Company has no commitment for further financing. These factors, among others, raise substantial doubt about the Company’s ability to continue operations as a going concern. No adjustments have been made in the accompanying condensed consolidated 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.

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NOTE 3 - NET LOSS PER COMMON SHARE

3 Months Ended

May 31, 2016

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 month periods ended May 31, 2016 and 2015.

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NOTE 4 - NOTES PAYABLE - RELATED PARTY

3 Months Ended

May 31, 2016

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 $479,000, plus approximately $355,000 of interest accrued. Such notes become due 120 days after issuance and, as such, approximately $479,000 principal amount of such notes are overdue at May 31, 2016. The notes that are overdue bear interest at 15% per year subsequent to their maturity date.

On June 7, 2016, MALLC loaned an additional $25,000 to the Company on the same terms as above.

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.

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NOTE 5 - ACCOUNTS PAYABLE AND ACCRUALS

3 Months Ended

May 31, 2016

Notes to Financial Statements

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 that 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. This officer ceased making such payments several years ago and, as such, the underlying intellectual property became compromised.

Accrued expenses and other current liabilities includes 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 29, 2016 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 months ended May 31, 2016 or 2015. The Company periodically adjusts the remaining accrual based on the status of the matters and activity given the passage of time.

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NOTE 6 - STOCK BASED COMPENSATION

3 Months Ended

May 31, 2016

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.

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NOTE 7 - EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS

3 Months Ended

May 31, 2016

Notes to Financial Statements

NOTE 7 - EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern(“ASU 2014-15”). ASU 2014-15 provides guidance on management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year form the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016 and for annual and interim periods thereafter. Early adoption is permitted. The Company has adopted the methodologies prescribed by ASU 2014-15, and does not anticipate that the adoption of ASU 2014-15 will have a material effect on its financial position or results of operations.

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.

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NOTE 2 - DISCUSSION OF THE COMPANY'S ACTIVITIES AND GOING CONCERN CONSIDERATION (Details Narrative) - USD ($)	3 Months Ended
	May 31, 2016	May 31, 2015	Feb. 29, 2016
Note 2 - Discussion Of Companys Activities And Going Concern Consideration Details Narrative
Cash	$ 3,000		$ 11,000
Total stockholders' deficit	(1,292,000)		$ (1,258,000)
Net loss	$ (34,000)	$ (31,000)

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NOTE 4 - NOTES PAYABLE - RELATED PARTY (Details Narrative)	3 Months Ended
	May 31, 2016 USD ($)
Note 4 - Notes Payable - Related Party Details Narrative
Notes payable	$ 479,000
Accrued interest	355,000
Overdue notes payable	$ 479,000

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NOTE 5. ACCOUNTS PAYABLE AND ACCRUALS (Details Narrative)	May 31, 2016 USD ($)
Note 5. Accounts Payable And Accruals Details Narrative
Accounts payable relating to intellectual property	$ 106,000
Approximate amount due to Company's President for expenses paid on the Company's behalf (in dollars)	68,000
Accrued expenses and other current liabilities due to third party	$ 18,000

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NOTE 6. STOCK BASED COMPENSATION (Details Narrative)	3 Months Ended
	May 31, 2016 USD ($)
Note 6. Stock Based Compensation Details Narrative
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 option life minimum	5 years
Black-Scholes option pricing model expected option life maximum	9 years
Black-Scholes option pricing model expected volatility weighted-average	200%