0001193805-17-001102.txt : 20170614 0001193805-17-001102.hdr.sgml : 20170614 20170614123902 ACCESSION NUMBER: 0001193805-17-001102 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 41 CONFORMED PERIOD OF REPORT: 20170228 FILED AS OF DATE: 20170614 DATE AS OF CHANGE: 20170614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAGNA LAB INC CENTRAL INDEX KEY: 0000895464 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 113074326 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21320 FILM NUMBER: 17910685 BUSINESS ADDRESS: STREET 1: 6800 JERICHO TURNPIKE, SUITE 120W CITY: SYOSSET STATE: NY ZIP: 11791 BUSINESS PHONE: (516) 393 5874 MAIL ADDRESS: STREET 1: 6800 JERICHO TURNPIKE, SUITE 120W CITY: SYOSSET STATE: NY ZIP: 11791 10-K 1 e616278_10k-magna.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended February 28, 2017

¨	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.

(Name of registrant in its charter)

New York		11-3074326
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer I.D. Number)

6800 Jericho Turnpike, Suite 120W, Syosset, NY		11791
(Address of principal executive offices)		(Zip Code)

Issuer’s telephone number - (516) 393 5874 (or c/o 212 986 9700)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class		Name of each exchange on which registered
None		None

Securities registered under Section 12(g) of the Exchange Act:

	Class A Common Stock, $.001 par value per share
	(Title of Class)

Indicate by check mark if the issuer is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the issuer is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the issuer has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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 definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

The issuer's revenues for its most recent fiscal year ended February 28, 2017:

$ 0.

The aggregate market value on June 9, 2017 of the publicly trading voting stock held by non-affiliates (consisting of Class A Common Stock, $.001 par value) computed based on the last sale price of such stock on that date was approximately $10,000

As of June 9, 2017, 1,178,762 shares of Class A Common Stock, $.001 par value, and 567 shares of Class B Common Stock, $.001 par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE - None

PART I

INTRODUCTORY NOTE

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. Some of these risks, uncertainties and contingencies are discussed in Item 1. Business – Factors and Risks That May Affect Future Results and elsewhere in this report. We assume no obligation to update any forward-looking statements contained in this report, whether as a result of new information, future events or otherwise.

Item 1. Business.

Overview Description of Business

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 principal executive and 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 could benefit from our status as a reporting company in a so-called “reverse merger” transaction. Entering into a “reverse merger” would likely involve very substantial dilution to the existing shareholders. It would, however, provide an opportunity to return some value to shareholders. While we have identified and explored merging with a number of candidates over the past few years we have no commitments to merge with any company at the present time.

In November 2006 the shareholders of the Company approved a 1 for 100 reverse stock split of our common stock. On March 1, 2007, such reverse stock split became effective. Fractional shares were rounded up to the next full share.

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 and as a condition to the investment, MALLC purchased from our former principal stockholder, Noga Investments in Technology, Ltd. (“Noga”), a company in receivership, 307,727 shares of the Company’s Class A Common Stock, representing all the shares of our common stock owned by that shareholder. Two of our directors and our Treasurer and Secretary (“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.

Our principal shareholder, MALLC has been responsible for substantially all of our funding since October 31, 2005. Through the fiscal year ended February 28, 2017, MALLC loaned us an aggregate $524,000 under a series of promissory notes. Such notes are unsecured and mature by their terms 120 days from issuance. At February 28, 2017, $504,000 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. Subsequent to February 28, 2017 and through June 9, 2017, MALLC loaned us an additional approximately $27,500 on the same terms as the prior notes. The Company intends to make a proposal to MALLC to convert all amounts outstanding to them (including overdue amounts) into common stock of the Company. The settlement of debt with common stock of the Company is likely to result in very substantial dilution to the existing shareholders. See Item 12. Certain Relationships and Related Transactions.

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.

Historical Activities

We developed two products, Illuminator ProbeÔ and Illuminator Surface Coil,Ô that were intended to provide a non-invasive means for imaging the heart in conjunction with existing MRI systems. These products were approved for marketing by the United States Food and Drug Administration (“FDA”) in 2001 based on animal studies. Since that time and until 2002, we devoted significant resources to performing additional development and clinical work necessary to support acceptance of such products in the marketplace. Prior to completion of such activities, we encountered cash constraints and were not able to raise the necessary capital to fund these activities. Our development and marketing activities were funded by approximately $10 million of private equity received during the three fiscal years ended February 28, 2002, approximately 75% of which came from Noga Investments in Technology, Ltd (“Noga”) who then became our principal shareholder. In late 2002 and early 2003, we learned that Noga had been placed in receivership and had no ability to provide anticipated further funding. Later in 2003, we learned that Noga was being liquidated.

As a result of our cash constraints, beginning in the Fall of 2002, we began to scale back our operations and reduce our infrastructure costs. Once we completed an in-process clinical imaging milestone in the Fall of 2002, we terminated all non-executive personnel, vacated our office in Lynnfield, MA (leaving a significant liability for the remaining term of the lease which was later settled in November 2003) and ceased substantially all development and commercialization activities. During this time, our executive officers and Board first deferred significant portions of their compensation (aggregating approximately $113,000 which was settled with stock in 2005) and in January 2003 agreed to substantially reduce or eliminate their compensation going forward. The Company’s then Chief Executive Officer agreed to voluntarily resign and was retained on a per diem basis as Acting Chief Executive Officer until his resignation from that position effective May 2004. Dr. Minkoff, our Chairman and President, assumed the responsibilities of principal executive officer of the Company at that time.

Prior to 1997, our efforts had been focused on development and commercialization of anatomy specific MRI scanners. Due to a lack of sufficient sales of the scanner, in February 1997 we made a strategic decision to refocus our efforts to the cardiac medical device line of business described above.

Through assignment and license, we acquired all of the commercial rights to U.S. and certain corresponding foreign patents relating to our MRI technologies. See Note 3 to Consolidated Financial Statements regarding payments advanced by Dr. Minkoff, which payments ceased in 2007, in an attempt to preserve such proprietary rights which the Company can no longer pay (see also Item 12. Certain Relationships and Related Transactions). As such, we have been unable to continue to preserve any of these patent rights and we currently believe that the underlying intellectual property became compromised and will not generate any value for the Company.

On March 1, 2007, we effected a 1 for 100 reverse stock split of our common stock. All share references herein give retroactive effect to the reverse split.

We were incorporated as a New York corporation on February 22, 1991 and commenced operations on February 10, 1992. We completed our initial public offering in a firm commitment underwriting in 1993, at which time our class A common stock commenced trading on the Nasdaq SmallCap Market. We were delisted from the Nasdaq SmallCap Market in 1997 for failure to meet the quantitative continued listing criteria. In 1998 we were relisted on the Nasdaq SmallCap until 1999 when we were again delisted for failure to meet the quantitative continued listing criteria, and trading commenced on the NASD Over-The-Counter Bulletin Board and subsequently on the OTCQB. We have one subsidiary, Cardiac MRI, Inc., a wholly owned New York corporation formed by us in December 1997. Our principal executive office is located at 6800 Jericho Turnpike, Suite 120W, Syosset, NY 11791 and our telephone number is (516) 393 5874 or in care of (212) 986 9700.

A more complete description of the historical activities of the Company is contained in Item 1. Business contained in our Form 10-KSB for the fiscal year ended February 29, 2004.

ITEM 1A. Risk Factors.

Factors and Risks That May Affect Future Results

You should carefully consider the risks described below, among others, before deciding whether to invest in shares of our common stock. Any investment in our common stock involves a high degree of risk. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us may also impair our operations and business.

We have incurred significant net losses in the past, we do not have sufficient financing to continue our operations for the coming twelve months and we may be forced to cease all operations and liquidate our company.

We have incurred significant net losses since our inception. Our net loss was $114,000 and $130,000 for the fiscal years ended February 28, 2017 and February 29, 2016, respectively. Our accumulated deficit since our inception in 1992 was $28,553,000 at February 28, 2017. At February 28, 2017 we had approximately $1,000 of cash and a working capital deficit and shareholders’ deficit of approximately $1,372,000. Our available cash and working capital at February 28, 2017 is clearly insufficient to fund our planned operations for the coming twelve months, even with our reduced use of cash. As a result of our limited cash resources, our auditors have indicated in their report on our financial statements included herein that there is substantial doubt about our ability to continue as a going concern. We presently have no commitments for financing and cannot assure investors that we will be successful in obtaining financing. Any equity financing would be dilutive to our existing stockholders. If we are unsuccessful in obtaining sufficient financing, we may be forced to cease all activities and liquidate.

We may issue shares of our capital stock or debt securities to raise capital, settle liabilities and to complete a business combination, which would reduce the equity interest of our stockholders and would likely cause a change in control of our ownership.

Our certificate of incorporation currently authorizes the issuance of up to 120,000,000 shares of common stock and 5,000,000 shares of preferred stock and we only have outstanding 1,178,762 class A common shares and 567 class B common shares (no more class B shares can be issued). The issuance of additional shares of our common stock or any number of shares of our preferred stock in connection with a reverse merger transaction or to raise cash or settle liabilities:

would very significantly reduce the equity interest of current shareholders;

will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely also result in the resignation or removal of our present officers and directors; and

may adversely affect prevailing market prices for our common stock.

Management intends to devote only a limited amount of time to seeking a business combination which may adversely impact our ability to identify and consummate a successful business combination.

Our ability to successfully effect a business combination will be dependent upon the efforts of our management and Board members. Each of these individuals is involved in other business activities, has no employment agreement with our company and intends to devote only a limited amount of time to the business of our company. Other than our Chief Financial Officer, who bills us on a part-time consulting basis (but is not being paid currently), none of our board or management members receives cash compensation for their services. Due to the lack of cash, the Company has been unable to pay the cash compensation accruing to our Chief Financial Officer during the ten fiscal years ended February 28, 2017. Accordingly, our ability to identify and consummate a successful business combination may be adversely affected by a lack of time commitment by management.

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 expect to encounter intense competition from other entities seeking to merge an operating business into a public company. In addition to competition from other companies like ours with very limited resources, we expect competition from public companies that have raised significant money for a reverse merger, venture capital funds, leveraged buyout funds and operating businesses competing for acquisitions. Many of these entities are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors possess far greater technical, human and other resources than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe that there are numerous potential target businesses with which we could merge, our ability to compete in acquiring certain sizable target businesses will be limited by our lack of available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Further, should we be required or elect to seek stockholder approval of a business combination or likely capitalization issues related thereto, it may delay the consummation of a transaction and may further reduce our resources.

We may be unable to obtain additional financing that may be needed to fund the operations and/or growth of the target business; the recent economic stress and credit conditions and additional regulations make this even more difficult.

If the target business with which we merge requires capital in order to execute its business plan, we will be required to seek additional financing. We cannot assure you that such financing would be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to consummate a particular business combination, we would be compelled to restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. In addition, if we consummate a business combination, we may require additional financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business.

Stock, Stockholder and Charter Related Risks

Our significant shareholder and executive officers and directors may be able to influence matters requiring stockholder approval.

Our principal shareholder, MALLC, beneficially owns approximately 51% of our outstanding voting power and our executive officers and directors beneficially own approximately 9% of our outstanding voting power (also see Item 10. Executive Compensation Employment/Consulting Agreements). Two of our directors and our Secretary/Treasurer serve as sole managers of MALLC, with the ability to vote and dispose of our shares owned by that company by majority vote. Because of its high level of stock ownership, and the Board and management representation in its voting power, MALLC, or MALLC and the executive officers and directors, will be able to influence all of our affairs and actions including matters requiring shareholder approval.

There is a potential conflict of interest between management’s duty to protect all shareholders and their duty as managers of Magna Acquisition LLC to protect MALLC’s interest.

Two of our directors and our Secretary/Treasurer are managers of MALLC. There could be situations where the interests of MALLC are different than the interests of all shareholders and management would be faced with a potential conflict of interest in such situations.

Sales of control shares may depress the price of our common stock.

Sales of substantial amounts of our common stock by shareholders in the public market, or even the potential for such sales, are likely to adversely affect the market price of our common stock and our ability to raise capital by selling equity securities.

We currently have 1,179,329 shares of common stock issued and outstanding, of which 607,727 shares are held by an affiliate of the Company (MALLC), and the majority of the balance of which are freely tradable. The shares held by MALLC are deemed “restricted” or “control” securities, as such terms are defined in the Securities Act of 1933, as amended. As such, those shares may be sold in the future only pursuant to registration under the Securities Act or an exemption such as Rule 144 under the Securities Act. Under Rule 144, some of these securities are currently eligible for sale in the public market and the balance will become eligible for sale in the public market beginning one year following the cessation of our “shell” company status pursuant to consummation of a business combination and our filing of required public disclosure in connection therewith, provided in each case that the seller, so long as it remains an affiliate of the Company, complies with the volume limitations of that rule. The market price of our common stock could drop significantly if the holder of these securities sells them or are perceived by the market as intending to sell them.

Our common stock price has fluctuated considerably, has limited trading volume and may not appreciate in value.

Our shares are traded on the OTC Pink under the symbol “MAGAA.” Trading in our shares has generally been inactive. The absence of an active trading market reduces the liquidity of an investment in our shares. The market price for our shares has been and is likely to be very volatile. Numerous factors beyond our control may have a significant adverse effect on prices. In the past, companies that have experienced volatility in the market price of their stock have been the objects of securities class action litigation. If we were the object of securities class action litigation, it could result in substantial costs and a diversion of our management's attention and resources.

Our corporate charter contains authorized, unissued preferred stock which may be issued with terms that dilute voting and other rights of common stockholders.

Our certificate of incorporation authorizes the issuance of up to 5,000,000 shares of “blank check” preferred stock with designations, rights and preferences that may be determined from time to time by our board of directors. Accordingly, our board of directors is empowered, without shareholder approval, to issue a new series of preferred stock with dividend, liquidation, conversion, voting or other rights which could dilute the interest of, or impair the voting power of, our common shareholders. The issuance of a new series of preferred stock could be used in certain circumstances as a method of discouraging, delaying or preventing a change in control of us.

Shareholders may not be able to recover damages from our directors and executive officers for actions taken.

Our certificate of incorporation includes provisions which eliminate the personal liability of our directors and executive officers to the extent permitted by applicable law. As a result, shareholders may be unable to recover damages against our directors and executive officers for actions taken by them which constitute negligence or a violation of some of their fiduciary duties.

Item 2. Properties.

We maintain an office of approximately 150 square feet in Syosset, New York under a lease calling for monthly rent at approximately $1,000 plus services and expiring in July 2018.

Item 3. Legal Proceedings.

We have been the subject of several threatened, and certain actual, litigation actions for nonpayment of obligations or for breach of agreements in the past, primarily as a result of cash shortages we experienced in 1997 and again beginning in 2003. To the best of our knowledge, all other material litigation has been settled or is otherwise no longer pending and there is no material pending or threatened litigation against us. See Note 8 to Consolidated Financial Statements for additional information concerning these and other matters.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters and Registrant Purchases of Equity Securities

The following sets forth the high and low bid prices for the Company's Class A Common Stock for each quarter during the last two fiscal years. The source for the high and low bid information is publicly available charts on www.otcmarkets.com.

	Fiscal Year Ended February 28 or 29,
	2017				2016
	High		Low		High		Low
Class A Common Stock:
First Quarter ended May 31,	$	0.13	$	0.01	$	0.12	$	0.10
Second Quarter ended August 31,	$	0.05	$	0.04	$	0.30	$	0.10
Third Quarter ended November 30,	$	0.04	$	0.02	$	0.30	$	0.10
Fourth Quarter ended February 28 or 29,	$	0.03	$	0.02	$	0.12	$	0.10

There is no established public trading market for the Company's Class B Common Stock.

On June 9, 2017 the closing bid price for the Class A Common Stock was approximately $0.02.

Due to cash constraints, the Company terminated services of its transfer agent during December 2008 and, as such, there have been no transfers of shares of record holders of the Company's equity securities since that time. During 2015, the Company was able to obtain certain of the stockholder listings in the possession of its former transfer agent. The number of record holders of the Company’s securities at the time of that termination and as of June 9, 2017 remains as follows:

Title of Class	Number of Record Holders

Class A Common Stock*	443
Class B Common Stock	23

* Includes 103 shareholders of record holding shares reflecting the 1-for-100 reverse split on March 1, 2007 and 340 shareholders of record who continue to hold pre reverse-split shares.

We have not paid any cash dividends on our common stock since our formation and do not intend to do so in the future.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

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 additional funding, beginning in the year ended February 28, 2003, we essentially ceased all of our operations including product development and commercialization efforts. In connection with shutting down our activities, we no longer have full-time employees. As a result, our efforts to realize value for our shareholders since that time have been conducted by a limited number of remaining Board members and part-time management.

Our efforts to fund or engage in a strategic transaction involving our prior business activity and to realize value for our technology have been unsuccessful. As a result, we are no longer actively pursuing that activity and we view our most viable option to be merging with an unrelated operating company that would benefit from our status as a reporting company in a so-called “reverse merger” transaction. Entering into a “reverse merger” would likely involve very substantial dilution to the existing shareholders. It would, however, provide the opportunity to return some value to shareholders.

In January 2017, the Company’s President and Chief Executive Officer (the “CEO”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with the Company. Under the Purchase Agreement, the CEO purchased all of the intellectual property rights, any and all physical assets, any and all permits and all non-financial books, records, files, design specification, software and other data related to the Company’s magnetic resonance imaging technology. In exchange for purchased assets, the CEO (a) assumed all liabilities of the Company related exclusively to the purchased assets and (b) agreed to forgiveness of all indebtedness owing from the Company totaling approximately $110,000 including intellectual property counsel fees and costs, $68,000 of which had been paid by and is therefore due to the CEO for payments he has made on the Company’s behalf in prior years in an attempt to preserve certain intellectual property rights at that time. The CEO ceased making such payments several years ago and, as such, the underlying intellectual property became compromised.

In order to raise cash to continue our efforts to pursue a reverse merger, on October 31, 2005, we consummated a stock purchase agreement with Magna Acquisition LLC (“MALLC”) which resulted in a change of control of our company and, 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 and as a condition to the investment, MALLC purchased from our former principal stockholder, Noga, 307,727 shares of Class A Common Stock, representing all the shares of our company owned by that shareholder. Two of our directors and our Chief Financial Officer serve as sole managers of MALLC, with the ability to vote and dispose of the shares of our company owned by MALLC by majority vote. These directors have assumed a lead role with management in pursuing financing and merger candidates and operating matters.

MALLC has been responsible for substantially all of our funding during the past few years. During the more than ten years ended February 28, 2017, MALLC loaned us an aggregate $524,000 under a series of promissory notes payable that mature 120 days from issuance. At February 28, 2017, $504,000 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. Subsequent to February 28, 2017 and prior to June 9, 2017, MALLC loaned us an additional $27,500 on the same terms as the prior notes. The Company intends to make a proposal to MALLC to convert of all amounts outstanding to them (including overdue amounts) into common stock of the Company. The conversion of the debt to MALLC (including interest accrued), would likely involve very substantial dilution to the existing shareholders. See Item 11. Certain Relationships and Related Transactions.

While we have reduced our expenditures, we do not have the cash resources to continue our activities for the next 12 months and we need additional capital. If we are unable to obtain additional capital, we will be unable to continue our efforts and would likely cease all activities including our public reporting. We currently do not have any commitments for new funding or agreements to merge with any company.

During the three fiscal years ended February 28, 2002, we received an aggregate of approximately $10 million in private equity financing to fund our prior cardiac development and marketing efforts, approximately 75% of which was provided by Noga. We had planned to raise additional capital in the year ended February 28, 2003, including participation from Noga, and with assistance from an investment bank. From late 2002 through early 2003 we learned that a receiver was appointed to protect Noga from creditors and that Noga had no further ability to provide funding. We were not successful in raising capital and so we took steps to preserve cash and technology assets and took other actions as discussed further at Item 1. “Business” “Overview Description of Business” of this report.

Prior to 1997, our efforts had been focused on development and commercialization of anatomy specific MRI scanners. Due to a lack of sufficient sales of the scanner, in February 1997 we made a strategic decision to curtail that business and refocus our efforts to the cardiac diagnostic business.

Financial Condition and Results of Operations -

Liquidity and Capital Resources - At February 28, 2017, we had approximately $1,000 in cash and our working capital deficit and stockholders’ deficit were both approximately $1,372,000. We continue to lose money. Cash used by operations during the twelve months ended February 28, 2017 totaled approximately $55,000 and we are delinquent on various accounts payable.

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. Although we received periodic loans from our principal shareholder, we have no commitments for additional funding. As such, we do not have the cash resources to continue our plan for the coming twelve months, even at our reduced expenditure levels. Therefore, we may have to take further measures or cease activities altogether, including terminating our public reporting status.

Should we enter into a “reverse-merger” transaction, it is highly no funds would be allocated to our prior cardiac diagnostic or other magnetic resonance imaging businesses (which business would require significant capital) since we have not had the cash to continue to preserve the intellectual property of those businesses for several years and, in January 2017, transferred all such assets under the Purchase Agreement described above in Overview.

Results of Operations – Operating expenses of $149,000 and $63,000 during the years ended February 28, 2017 and February 29, 2016, respectively, reflect operating costs of occupancy, insurance, professional and other fees associated with maintaining our public reporting and minimal operations and, in 2017, costs associated with a potential merger transaction that has been abandoned.

Interest expense was approximately $75,000 and $67,000 in the years ended February 28, 2017 and February 29, 2016, respectively, reflecting interest on the loans payable to our principal shareholder, MALLC. Such interest has increased with the increase in such loans outstanding from $479,000 at February 29, 2016 to $524,000 at February 28, 2017. Additionally, most of the amounts outstanding currently carry the default interest rate of 15%.

Capital expenditures – We have no plans or commitments for material capital expenditures.

Critical Accounting Policies –

We have identified critical accounting policies that affect our consolidated financial statements. We have determined the critical principles by considering accounting policies that involve the most complex or subjective decisions or assessments as well as considering newly adopted principles. They are:

Going Concern Consideration – Our 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 can be realized. As such, we may be unable to continue operations as a going concern. No adjustment has been made in the consolidated financial statements which could result should we be unable to continue as a going concern.

Our other accounting politices, which we do not consider critical accounting policies, are contained in Note 1 to the Consolidated Financial Statements.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and believes that none of them will have a material effect on the Company’s consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.

Item 8. Financial Statements and Supplementary Data.

MAGNA-LAB INC. AND SUBSIDIARY

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	11

FINANCIAL STATEMENTS:

CONSOLIDATED BALANCE SHEETS AS OF FEBRUARY 28, 2017 AND FEBRUARY 29, 2016	12

CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED FEBRUARY 28, 2017 and FEBRUARY 29, 2016	13

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED FEBRUARY 28, 2017 and FEBRUARY 29, 2016	14

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT FOR THE YEARS ENDED FEBRUARY 28, 2017 AND FEBRUARY 29, 2016	15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	16 -20

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Magna-Lab Inc.

We have audited the accompanying consolidated balance sheets of Magna-Lab Inc. and Subsidiary (collectively the “Company”) as of February 28, 2017 and February 29, 2016 and the related consolidated statements of operations, cash flows and stockholders' deficit for each of the years then ended. The Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Magna-Lab Inc. and Subsidiary as of February 28, 2017 and February 29, 2016, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has no revenues, negative working capital and a stockholders’ deficit, significant current and cumulative losses and negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ RBSM LLP

New York, New York

June 14, 2017

MAGNA-LAB INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

ASSETS
	February 28,			February 29,
	2017			2016
CURRENT ASSETS:
Cash	$	1,000		$	11,000
Prepaid expense		3,000			3,000
Total current assets	$	4,000		$	14,000

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Notes payable and accrued interest payable to a stockholder	$	935,000		$	816,000
Accounts payable, including, in 2016, approximately $68,000 which is
payable to the Company’s President and CEO for expenses he paid on
the Company’s behalf)		325,000			415,000
Accrued expenses and other current liabilities		116,000			41,000
Total current liabilities		1,376,000			1,272,000

COMMITMENTS AND CONTINGENCIES (Notes 4, 7 and 8)

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, 1,178,762 and 1,176,373 shares, respectively, issued and
outstanding at February 28, 2017 and February 29, 2016		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, 8,183 and 5,794
shares, respectively, converted to Class A and 567 and 2,956 shares,
respectively, outstanding at February 28, 2017 and February 29, 2016		—			—
Additional paid in capital		27,290,000			27,180,000
Accumulated deficit		(28,663,000	)		(28,439,000	)
Total stockholders' deficit		(1,372,000	)		(1,258,000	)

Total liabilities and stockholders’ deficit	$	4,000		$	14,000

See accompanying notes to the consolidated financial statements.

MAGNA-LAB INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years Ended
	February 28,			February 29,
	2017			2016
REVENUES	$	—		$	—
OPERATING EXPENSES:
General and administrative		149,000			63,000
LOSS FROM OPERATIONS		(149,000	)		(63,000	)
OTHER INCOME (EXPENSE): Interest expense		(75,000	)		(67,000	)
NET LOSS BEFORE INCOME TAX		(224,000	)		(130,000	)
PROVISION FOR INCOME TAXES		—			—
NET LOSS	$	(224,000	)	$	(130,000	)

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING, BASIC AND DILUTED		1,179,000			1,179,000
NET LOSS PER SHARE, BASIC AND DILUTED	$	(0.19	)	$	(0.11	)

See accompanying notes to the consolidated financial statements.

MAGNA-LAB INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended
	February 28,			February 29,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(224,000	)	$	(130,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Effect on cash of changes in operating assets and liabilities:
Accounts payable, accrued expenses and other liabilities		169,000			74,000

NET CASH USED IN OPERATING ACTIVITIES		(55,000	)		(56,000	)

CASH PROVIDED BY FINANCING ACTIVITIES:
Proceeds received from notes payable to stockholder		45,000			55,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		45,000			55,000

NET CASH PROVIDED BY OR USED IN INVESTING ACTIVITIES:		—			—

NET (DECREASE) IN CASH		(10,000	)		(1,000	)

CASH:
Beginning of year		11,000			12,000

End of year	$	1,000		$	11,000

SUPPLEMENTAL SCHEDULE ON NON-CASH ACTIVITIES
AND DISCLOSURE OF CASH FLOW INFORMATION:
Liabilities assumed and forgiven in exchange for disposition of residual
technology assets to the Company’s Chief Executive Officer	$	110,000		$	—

See accompanying notes to the consolidated financial statements.

MAGNA-LAB INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

	Common Stock									Additional					Total
	Class A				Class B					Paid In		Accumulated			Stockholders’
	Shares		Amount		Shares			Amount		Capital		Deficit			Deficit
BALANCE, March 1, 2015		1,176,373	$	1,000		2,956		$	—	$	27,180,000	$	(28,309,000	)	$	(1,128,000	)
NET LOSS		—		—		—			—		—		(130,000	)		(130,000	)
BALANCE, February 29, 2016		1,176,373		1,000		2,956			—		27,180,000		(28,439,000	)		(1,258,000	)
GAIN ON SALE OF RESIDUAL
TECHNOLOGY ASSETS TO CEO		—		—		—			—		110,000		—			110,000
CONVERT B SHARES TO A		2,389		—		(2,389	)		—		—		—			—
NET LOSS		—		—		—			—		—		(224,000	)		(224,000	)
BALANCE, February 28, 2017		1,178,762	$	1,000		567		$	—	$	27,290,000	$	(28,663,000	)	$	(1,372,000	)

See accompanying notes to the consolidated financial statements.

MAGNA-LAB INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BUSINESS DESCRIPTION AND GOING CONCERN:

Company Activities - Magna-Lab Inc. and Subsidiary (collectively, the “Company”) is focused on engaging in a “reverse merger” transaction with an unrelated business that could benefit from the Company’s public reporting status. Additional activities have included preserving cash, attempting to raise capital to support its activities and continuing its public reporting.

The Company was previously engaged in research, development and commercialization activities until it ceased such activities during the period September 2002 through March 2003 since the Company was unable to secure financing to support its planned activities. The Company’s efforts to enter into a strategic arrangement or to seek other means to realize value for its cardiac diagnostic technologies 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. See also, Note 3.

Going Concern Consideration - As indicated in the accompanying consolidated financial statements, at February 28, 2017, the Company had approximately $1,000 in cash and approximately $1,372,000 in negative working capital and stockholders’ deficit. For the year ended February 28, 2017, the Company had a net loss of approximately $114,000 and utilized approximately $55,000 in cash for operations. Further, losses are continuing subsequent to February 28, 2017. These factors, among others, indicate that the Company is in need of additional financing in order to continue its planned activities for the fiscal year that began on March 1, 2017. The Company’s plans to deal with this uncertainty are described above in “Company Activities.” Management’s plans to raise capital or merge with an unrelated business have not been successful to date and there can be no assurance that management’s plans can be realized at all. These factors, among others, indicate that the Company may be unable to continue operations as a going concern. No adjustment has been made in the accompanying 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 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation – The consolidated financial statements present the financial position, results of operations and cash flows of the Company in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). All dollar amounts are rounded to the nearest thousand dollars.

Principles of Consolidation – The consolidated financial statements include the accounts of Magna-Lab Inc. and its wholly-owned subsidiary, Cardiac MRI, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents – The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. The Company had no cash equivalents at February 28, 2017 and February 29, 2016.

Income Taxes – The Company complies with the accounting and reporting requirements of US GAAP in accounting for income taxes. The Company uses the asset and liability approach to financial reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.

The Company also complies with US GAAP in accounting for uncertain tax positions. A tax benefit from an uncertain position may be recognized only if it is “more likely than not” that the position is sustainable based on its technical merits. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of February 28, 2017 and February 29, 2016. However, the Company's conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of and for the years ended February 28, 2017 and February 29, 2016. Generally, the Company is no longer subject to income tax examinations by major taxing authorities for years before 2014.

Net Loss Per Share – The Company complies with the accounting and reporting requirements of US GAAP in reporting its earnings per share. Net loss per share is computed based on the weighted average number of Class A Common and Class B Common shares outstanding.

Basic (loss) per share excludes dilution and is computed by dividing (loss) available to common stockholders by the weighted average common shares outstanding for the year. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. In the fiscal years ended February 28, 2017 and February 29, 2016, there were no options, warrants or derivative securities outstanding. Therefore, basic and diluted loss per share were the same for the fiscal years ended February 28, 2017 and February 29, 2016.

Fair Value of Financial Instruments - The fair value of the Company's assets and liabilities, which qualify as financial instruments under US GAAP, approximate the carrying amounts presented in the consolidated balance sheets.

Use of Estimates and Assumptions - The preparation of consolidated financial statements in accordance with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results can, and in many cases will, differ from those estimates.

Stock-Based Compensation – The Company complies with the US GAAP accounting and reporting requirements for its Share-Based Payments. US GAAP requires companies to recognize the cost of employee services received in exchange for awards of equity instruments in the consolidated financial statements based on the grant date fair value of those awards.

Stock awards to consultants and other non-employees are accounted for based on an estimate of their fair value at the time of grant and, in the instance of options and warrants, are based upon a Black-Scholes option valuation model.

The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option pricing model with generally the following weighted-average assumptions: risk free rate of 5%; no dividend yield; option lives of five to nine years and expected volatility in excess of 200%.

Effect of Recent Accounting Pronouncements - The Company has evaluated recent accounting pronouncements and believes that none of them will have a material effect on the Company’s consolidated financial statements.

Subsequent Events – Management has evaluated subsequent events to determine if events or transactions occurring through the date the consolidated financial statements were available to be issued, require potential adjustment to or disclosure in the consolidated financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUALS:

In January 2017, the Company’s President and Chief Executive Officer (the “CEO”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with the Company. Under the Purchase Agreement, the CEO purchased all of the intellectual property rights, any and all physical assets, any and all permits and all non-financial books, records, files, design specification, software and other data related to the Company’s magnetic resonance imaging technology. In exchange for purchased assets, the CEO (a) assumed all liabilities of the Company related exclusively to the purchased assets and (b) agreed to forgiveness or assumption of all indebtedness owing from the Company totaling approximately $110,000. As a transaction with a related party, the amount of the indebtedness forgiven or assumed, $110,000 was credited to additional paid in capital in the accompanying consolidated financial statement.

Prior to the Purchase Agreement, at February 29, 2016, approximately $106,000 of accounts payable relates to intellectual property counsel fees and costs, $68,000 of which had been paid by and is therefore due to the Company’s Chairman and President for payments he has made on the Company’s behalf in prior years in an attempt to preserve certain intellectual property rights at that time. This officer ceased making such payments several years ago and, as such, the underlying intellectual property became compromised.

The Company intends to make a proposal to various of its significant outstanding creditors to convert all amounts outstanding to them into common stock of the Company.

At February 28, 2017 and February 29, 2016, accrued expenses includes approximately $18,000 payable to a third party, guaranteed by our principal shareholder, for amounts paid to an account payable in October 2007 on our behalf. This amount was repayable if the proposed merger transaction with this party was not completed. This party subsequently merged with another entity and abandoned its possible transaction with the Company, however there has not been a demand for repayment of this amount.

At February 28, 2017 and February 29, 2016, accounts payable also includes approximately $14,000 related to certain pre-1997 accounts payable (Note 8).

NOTE 4 – NOTES PAYABLE – RELATED PARTY:

During the two years ended February 28, 2017, the Company has received an aggregate of approximately $100,000 of proceeds under notes payable to its majority shareholder, Magna Acquisition LLC (“MALLC”), raising the principal amount outstanding under such notes to an aggregate of $524,000 and $479,000, respectively, (plus accrued interest of approximately $411,000 and $347,000, respectively) at February 28, 2017 and February 29, 2016. Such notes are unsecured and mature, by their terms, 120 days from issuance. At February 28, 2017 and February 29, 2016, approximately $504,000 and $464,000, respectively, face amount of such notes were beyond their maturity date and therefore due on demand. Such notes bear interest at 12% per year and such interest increases to 15% per year once the note is past its due date. Interest expense on such notes aggregated approximately $75,000 and $67,000 in the years ended February 28, 2017 and February 29, 2016, respectively. Subsequent to February 28, 2017 and through June 9, 2017 MALLC loaned an additional approximately $27,500 to the Company on the same terms as above.

The Company intends to make a proposal to MALLC to convert all amounts outstanding to them (including overdue amounts) into common stock of the Company.

NOTE 5 - STOCKHOLDERS' DEFICIT:

Description of Class A and Class B Common Stock - The Class A and Class B common stock are identical in most respects except that: (i) the Class B common stock has five votes per share and the Class A common stock has one vote per share and, (ii) each share of Class B common stock is convertible into one share of Class A common stock and requires conversion to Class A for sale or transfer to a non-Class B stockholder and (iii) by understanding with an underwriter, no more Class B common stock can be issued. Holders of Class A and Class B common stock have equal ratable rights to dividends and, upon liquidation, are entitled to share ratably, as a single class, in the net assets available for distribution. Shares of Class A and Class B common stock are not redeemable, have no preemptive rights or cumulative voting power, and vote as one class, except in certain circumstances, in matters before the shareholders. At February 28, 2017 and February 29, 2016, 8,183 and 5,794, respectively, class B shares have been converted to Class A shares.

Under an agreement with an underwriter, 10,000 shares of Class B common stock were forfeited by the holders based on performance measures that were not met. During the fiscal year ended February 28, 2001, 2,698 of such forfeited shares were inadvertently released by the Company’s transfer agent; 1,376 of which have been returned. The Company has not been successful in recovering the remaining 1,322 shares.

In January 2017, the Company’s CEO converted the remaining 2,389 shares of Class B common stock under his control to Class A common stock.

Principal Shareholder and Related Party Relationship - In a series of transactions consummated on October 31, 2005, MALLC acquired an aggregate of 607,727 shares of Class A Common Stock, representing approximately 56 % of the Company’s issued and outstanding shares of Class A Common Stock at that time, and approximately 55 % of the voting power represented by the Company’s issued and outstanding Common Stock at that time, after consummation of the transactions described above. Two directors of the Company and the Company’s Chief Financial Officer serve as sole managers of MALLC, with the ability to vote and dispose of such shares owned by MALLC by majority vote. See also Note 4.

Stock Grant - In July 2008 the Company recorded stock-based compensation expense of approximately $10,000 reflecting the fair value of 90,000 Class A common shares that were issuable to management at that time 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.

Stock Options and Warrants – There were no stock options or warrants issued or outstanding during the fiscal years ended February 28, 2017 and February 29, 2016. The Company’s Stock Option Plan has expired.

NOTE 6 - INCOME TAXES:

At February 28, 2017 and February 29, 2016, the Company had net operating loss carryforwards of approximately $20.8 million and $20.7 million, respectively, to offset future income subject to tax and approximately $441,000 and $441,000, respectively, of research tax credits available to offset future taxes payable. These resulted in an estimated $7.2 million and $7.2 million, respectively, of federal and $1.5 million and $1.5 million, respectively, of state deferred tax assets at February 28, 2017 and February 29, 2016. A full valuation allowance has been established for these deferred tax assets since their realization is considered unlikely. The difference between the tax provision at the federal corporation tax statuary rate and the rate (zero) included in the Company’s consolidated financial statements occurs because the Company has never had any taxable income nor the ability to utilize loss carryforwards.

Changes in the ownership of a majority of the fair market value of the Company's common stock would likely delay, limit or eliminate the utilization of existing net operating loss carryforwards and credits. Although a formal Section 382 study to determine whether a change in control has occurred has not been completed, the Company believes, based upon limited analysis, that such changes may have occurred in 1997, 2000 and 2005. Such carryforwards and credits expire between 2017 and 2034.

NOTE 7 - OTHER MATTERS:

Rent expense - Rent expense for each of the fiscal years ended February 28, 2017 and February 29, 2016 was approximately $12,000 and $13,000 under a lease which expires in July 2018.

NOTE 8 - COMMITMENTS AND CONTINGENCIES:

Litigation – The Company knows of no pending litigation against it.

Discontinued MAGNA-SL Business and Related 1997 Restructuring; Legacy payables – Commencing in February 1997, the Company executed a plan of restructuring to reposition itself out of its prior activity and into the cardiac activities conducted until 2003. Beginning in October 1997, reorganization counsel offered the Company’s creditors the opportunity to settle liabilities due them at substantially reduced amounts. Most of the Company’s liabilities from that time were settled in this manner as described more fully in the Company’s Form’s 10-KSB for prior years’. Through the passage of time, few of the remaining balances have been settled and others have been written-off. Residual amounts at February 28, 2017, are discussed in Note 3. The Company was also exposed to potential litigation from agreements entered into in connection with such pre-1997 business activities. However, the Company believes that the passage of time and statutes of limitation have mitigated such exposures and as such the Company has not recorded liabilities for such contingencies. Further, as discussed further in Note 3, in January 2017, the Company entered into a Purchase Agreement with its CEO in which the CEO purchased the residual technology and other assets and assumed all liabilities associated with that business.

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.

Item 9. Changes in and Disagreement with Accountants on Accounting and Financial Disclosure.

(a) Dismissal of Independent Registered Public Accounting Firm

On June 24, 2015, the Audit Committee of the Board of Directors dismissed Citrin Cooperman & Company, LLP (“Citrin Cooperman”) as the Company’s independent registered public accounting firm, effective on June 24, 2015 as disclosed more fully in the Company’s Current Report on Forn 8-K as of June 24, 2015.

On January 6, 2016, the Audit Committee of the Board of Directors dismissed Liggett Vogt and Webb, P.A. (“Liggett”) as the Company’s independent registered public accounting firm, effective on January 6, 2016 as disclosed more fully in the Company’s Current Report on Forn 8-K as of January 6, 2016. Liggett was retained on June 24, 2015 and therefore has not issued any reports on the financial statements of the Company.

(b) New Independent Registered Public Accounting Firm

On June 24, 2015, the Audit Committee of the Board of Directors approved the appointment of Liggett Vogt and Webb P.A. (“Ligget Vogt”) as the Company's independent registered public accounting firm as disclosed more fully in the Company’s Current Report on Forn 8-K as of June 24, 2015.

On January 6, 2016, the Audit Committee of the Board of Directors approved the appointment of RBSM, LLP (“RBSM”) as the Company's independent registered public accounting firm as disclosed more fully in the Company’s Current Report on Forn 8-K as of January 6, 2016.

Item 9A(T). Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Our chief executive officer and our chief financial officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”), have concluded that as of the Evaluation Date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified by the SEC and that material information relating to us and our consolidated subsidiary is made known to management, including the chief executive officer and chief financial officer, particularly during the period when our periodic reports are being prepared to allow timely decisions regarding required disclosures.

(b) Management’s report on internal controls over financial reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our management has concluded that our internal control over financial reporting was effective as of February 28, 2017.

(c) Changes in internal control over financial reporting. There has been no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the registrant's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

(d) Attestation Report. This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

Inherent Limitations on Effectiveness of Internal Controls

The Company’s management, including the chief executive officer and chief financial officer, do not expect that our Disclosure Controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Item 9B. Other Information

Subsequent to February 28, 2017 and through June 9, 2017, the Company borrowed on an unsecured basis an aggregate $27,500 from MALLC at an interest rate of 12% per year (15% after maturity), principal and interest due and payable 120 days thereafter. For a description of other borrowings from and transactions with MALLC, see Item 12. Certain Relationships and Related Transactions.

PART III

Item 10. Directors, Executive Officers and Corporate Governance; Compliance with Section 16 (a) of the Exchange Act.

The names and ages of our directors and executive officers (we have no employees), and their positions with us, are as follows:

Name	Age	Positions with the Company

Lawrence A. Minkoff, Ph.D.	67	Chairman of the Board, President, Chief Scientific Officer and Director
Kenneth C. Riscica	63	Treasurer and Secretary (Chief Financial Officer)
J. M. Feldman	72	Vice President and Director
Joel Kanter (1)(2)	60	Director

__________

(1)

Member of the Compensation Committee

(2)

Member of the Audit Committee

Lawrence A. Minkoff, Ph.D., our founder, is presently our Chairman of the Board, President and Chief Scientific Officer and, since May 1, 2004, our Principal Executive Officer. He has served in various executive capacities with our company since inception in February 1991. Dr. Minkoff ceased being a full time employee of the Company on November 1, 2004 and currently devotes time as required to our affairs. Beginning in May 2006, Dr. Minkoff became a full time employee of Fonar Corporation, a publicly traded company. Dr. Minkoff is one of the pioneers in the field of MRI technology.

Kenneth C. Riscica has served as our Treasurer and Secretary since September 28, 2000 and served as Vice President-Finance and Chief Financial Officer from November 1993 until April 1997. Between April 1997 and September 2000, Mr. Riscica served as a consultant to us. Mr. Riscica devotes part time to our affairs. Mr. Riscica is the principal owner of Riscica Associates, Inc., a management and financial consulting company serving both private and public companies and his principal employer from May 1999 to the present. From 1976 until 1992, Mr. Riscica was with Arthur Andersen & Co. LLP in their audit practice in progressively more responsible positions including five years as Audit and Business Advisory Partner.

Jerome M. Feldman has been a Director of our company since January 2000. Since 2002 Mr. Feldman has been a financial advisor employed by Capital Solutions Group.

Joel S. Kanter has served as a Director of our company since March 1998. Since July 1986, he has served as president of Windy City Inc., a privately held investment firm. He serves on the board of directors of several public companies as well as a number of private concerns. Within the past five years Mr. Kanter has served on the board of directors of Dr. Tattoff Inc., WaferGen Biosystems, Inc. and Medgenics, Inc. (now Aevi Genomics), Pet DRx Corporation and Vyteris, Inc.

All of our Directors are elected by the shareholders, or in the case of a vacancy, are elected by the Directors then in office, to hold office until the next general meeting of shareholders of the Company and until their successors are elected and qualify or until their earlier resignation or removal. Mr. Feldman was initially designated by Noga, pursuant to an agreement we entered into with Noga. Due to cash constraints, there has not been a meeting of the shareholders during the two years ended February 28, 2017.

We have an Audit Committee that was established by our Board of Directors for the purpose of overseeing our accounting and financial reporting processes and audits of our financial statements by our independent auditors. We believe that each of the members of the Audit Committee meets the independence requirements of Marketplace Rule 4350(d)(2) of the NASDAQ Stock Market, Inc. Each of the members of the Audit Committee is financially literate and has accounting and finance experience and Mr. Joel S. Kanter is deemed an "audit committee financial expert" within the meaning of Securities and Exchange Commission regulations as defined in Item 401 of Regulation S-B.

Code of Ethics

The Company has adopted a Code of Ethics applicable to its employees and consultants. The Code is intended to comply with requirements of the Securities and Exchange Commission's rules. Copies of the Code may be obtained by stockholders, free of charge, by mailing a request to the Company's Secretary.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Such persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.

Based solely on review of copies of such reports furnished to us, we are not aware of any of our officers, directors or greater than ten percent shareholders who failed to timely file reports required by Section 16(a) during the last fiscal year.

Item 11. Executive Compensation.

During the fiscal year ended February 28, 2017, no compensation was earned by or paid to our President who is our principal executive officer, or any of our directors. Further, our Treasurer, who is our principal financial officer, our only other officer, did not earn and was not paid in excess of $100,000 in total compensation during that year. Accordingly, in accordance with Item 402(a)(4) of Regulation S-B, we have omitted from this report the Summary Compensation Table and Director Compensation Table otherwise required by this Item.

There are no post retirement benefit plans, medical, life, dental or other benefit plans, cash bonus or other compensation arrangements. There are no stock options or equity awards outstanding at February 28, 2017.

In July 2008 the Company recorded stock-based compensation expense of approximately $10,000 reflecting the fair value of 90,000 shares that were issuable to management at that time 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.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of June 9, 2017. The table includes:

each of our directors and Named Executive Officers;

all of our directors and executive officers as a group; and

each person or entity known by us to be the beneficial owner of more than 5% of our common stock.

Name and Address of Beneficial Owner (1)	Class of Common Stock (2)	Number of Shares Beneficially Owned(3)		Percentage of Total Voting Power (2)(3)
Magna Acquisition LLC (6)	Class A		607,727		51.5	%
Kenneth C. Riscica (4)(6)	Class A		41,102		3.5	%
Lawrence A. Minkoff, Ph.D. (4)	Class A		20,029		1.7	%
Joel Kanter (4)(5)(6)	Class A		23,320		2.0	%
J.M. Feldman (4)(6)	Class A		21,581		1.8	%
All Executive Officers and Directors as a Group (4 persons)	Class A		106,032		9.0	%

______________________

The information presented in the table above and footnotes is based solely upon Schedules and Reports filed by the respective holders under the Securities Exchange Act of 1934 and certain representations furnished to us by executive officers and Board members and has not been otherwise independently verified by us. To the extent that any required holders have not filed timely reports on such Forms, we would not be in a position to know the current holdings of such persons.

(1)

All shares are beneficially owned and sole voting and investment power is held by the persons named, except as otherwise noted.

(2)

Class B Common Stock is entitled to five votes per share but is otherwise substantially identical to the Class A Common Stock, which has one vote per share. Each share of Class B Common Stock is convertible into one share of Class A Common Stock.

(3)

Based upon 1,178,762 shares of Class A common stock and 567 shares of Class B common stock outstanding at June 9, 2017.

(4)

The address for Messrs. Minkoff, Riscica, Feldman, and Kanter is c/o Magna-Lab Inc.,

6800 Jericho Turnpike, Suite 120W, Syosset, NY 11791.

(5)

Includes the holding of The Kanter Family Foundation to which Mr. Kanter does not have sole voting or investment power.

(6)

The address for Magna Acquisition LLC is 8000 Towers Crescent Drive, Suite 1070, Vienna. VA 22182. Voting and investment decisions regarding the shares of Common Stock held by this entity are made by a majority of three persons, consisting of Messrs. Jerome M. Feldman and Joel S. Kanter, directors of our company, and Kenneth C. Riscica, an executive officer of our company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS -

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance
	(a)		(b)		(c)

Equity compensation plans approved by security holders		—	$	0.00		—

Equity compensation plans not approved by security holders		—	$	0.00		—

Total		—	$	0.00		—

___________

Note: The 90,000 shares previously reserved for issuance to management and the board of directors were approved to be issued effective July 24, 2008 as described further in Executive Compensation above.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Up until February 28, 2009, Lawrence A. Minkoff, Ph.D. had made payments totaling approximately $68,000 to the Company’s intellectual property counsel on behalf of the Company in an attempt to preserve intellectual property rights of the Company. The Company has recorded this as an amount payable to Dr. Minkoff.

In January 2017, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Dr Minkoff. Under the Purchase Agreement, Dr. Minkoff purchased all of the intellectual property rights, any and all physical assets, any and all permits and all non-financial books, records, files, design specification, software and other data related to the Company’s magnetic resonance imaging technology. In exchange for purchased assets, Dr. Minkoff (a) assumed all liabilities of the Company related exclusively to the purchased assets and (b) agreed to forgiveness of all indebtedness owing from the Company totaling approximately $110,000.

Since October 2005, our principal shareholder, MALLC, has loaned us an aggregate $551,500, including $27,500 loaned to us subsequent to February 28, 2017 and through June 9, 2017, respectively, under a series of 12% notes payable that mature 120 days from issuance and bears interest at 15% thereafter as follows:

September 2006, $25,000

January 2007, $10,000

May 2007, $25,000

September 2007, $10,000

October 2007, $10,000

January 2008, $5,000

March 2008, $5,000

June 2008, $30,000

January 2009, $10,000

April 2009, $5,000

June 2009, $20,000

August 2009, $10,000

October 2009, $5,000

January 2010, $10,000

June 2010, $25,000

September 2010, $10,000

January, 2011, $15,000

June 10, 2011, $25,000

December 27, 2011, $17,500

June 5, 2012, $25,000

January 30, 3013, $18,000

June 10, 2013, $25,000

November 6, 2013, $17,000

May 30, 2014, $30,000

October 14, 2014, $24,000

February 9, 2015, $12,500

May 27, 2015, $10,000

June 11, 2015, $15,000

August 3, 2015, $15,000

December 29, 2015, $15,000

June 7, 2016, $25,000

December 1, 2016, $2,500

December 15, 2016, $2,500

January 5, 2017, $2,500

January 6, 2017, $5,000

February 2, 2017, $2,500

February 20, 2017, $5,000

March 6, 2017, $2,500

March 7, 2017, $5,000

April 10, 2017, $5,000

April 11, 2017, $1,000

April 28, 2017, $1,000

May 31, 2017, $7,500

June 6, 2017, $5,500

At June 9, 2017, $519,000 of such notes are overdue and therefore payable on demand. The Company intends to make a proposal to MALLC to convert all amounts outstanding to them (including overdue amounts) into common stock of the Company.

In October 2007, MALLC guaranteed our payment of approximately $18,000 to a third party that paid certain of the Compamy’s expenses in connection with discussions of a proposed merger.

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. Such award, if granted, was intended to recognize the efforts of the Board and the Merger Committee working over an extended period of time with no or minimal compensation for their efforts in (a) administering the wrap up of the Company’s affairs and (b) originating, negotiating, executing and administrating a merger and related transactions to provide the Company shareholders with an opportunity to realize value for their shares. On July 24, 2008, pursuant to such Board approval, the Company entered into a definitive agreement for the merger of the Company with Belle Haven Partners, LLC under which a company, newly formed by Belle Haven for the purpose of acquiring all of the outstanding stock of Worldwide Equities, Inc., a Florida corporation, would be merged into a newly formed wholly-owned subsidiary of our company. Worldwide Equities, Inc., through its wholly-owned subsidiary, International Global Metals, Inc., was focused on scrap metal recycling, with an emphasis on reselling and processing ferrous and non-ferrous scrap metal. As such, 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. The estimated fair value of the shares on the date of the award is approximately $9,000 or less based on the quoted bid price on July 24, 2008 and the fact that the shares are restricted.

We believe that all of our directors except Lawrence A. Minkoff, Ph. D. our Chief Executive Officer, meet the independence requirements of Marketplace Rule 4350(d)(2) of the NASDAQ Stock Market, Inc.

Item 14. Principal Accountant fees and services

AUDIT FEES

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the Company’s principal accountant, RBSM LLP (“RBSM”) and Citrin Cooperman & Company, LLP (“Citrin Cooperman”) for the audits of our annual consolidated financial statement and review of the interim condensed consolidated financial statements included in our Quarterly Forms 10-Q were approximately $18,000 and $18,000, in the fiscal years ended February 28, 2017 and February 29, 2016, respectively.

AUDIT-RELATED FEES

There were no fees billed for Audit-Related Services by RBSM LLP for each of the two fiscal years ended February 28, 2017.

TAX FEES

There were no tax compliance, advice or planning fees billed by RBSM LLP to the Company for each of the two fiscal years ended February 28, 2017.

ALL OTHER FEES

No other fees were billed by RBSM LLP for each of the two fiscal years ended February 28, 2017.

Periodically, generally annually, the Company’s principal independent auditor, RBSM LLP, presents to the Company its estimate of its fees for the coming year. This estimate is reviewed and approved by the Audit Committee of the Board of Directors. The Company generally does not routinely procure non-audit services from RBSM LLP, however, such services would currently require the pre-approval of the Audit Committee.

The Company is not aware of any services provided by its principal independent auditor that are performed by other than such independent auditor’s full-time, permanent employees.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

Exhibit No.	Description

3.1	Restated Certificate of Incorporation of the Company. (1)
3.1(a)	Form of Certificate of Amendment to Restated Certificate of Incorporation of the Company. (2)
3.1(b)	Certificate of Amendment of Restated Certificate of Incorporation. (3)
3.1(c)	Certificate of Amendment of Restated Certificate of Incorporation dated October 21, 2001. (10)
3.1(d)	Certificate of Amendment to the Certificate of Incorporation effecting the reverse stock split. (8)
3.2	By-Laws of the Company. (1)
3.2(a)	Amendment to By-Laws of the Company. (2)
4.1	Form of Specimen Class A Common Stock Certificate. (2)
10.2	License Agreement, dated February 28, 1992, between the Company and Dr. Lawrence A. Minkoff. (1)
10.3	Form of Indemnification Agreement entered into between the Company and each officer and Director of the Company. (1)
10.4	Assignment from Dr. Lawrence Minkoff to the Company dated December 22, 1992. (1)
10.7	Collaborative Research Agreement, dated as of May 7, 1997, between the Company and Mount Sinai School of Medicine of the City University of New York. (4)
10.8	January 24, 2000 letter amendment to Collaborative Research Agreement between the Company and Mount Sinai School of Medicine of the City University of New York. (5)
10.9	Form of April 14, 2000 letter amendment to Collaborative Research Agreement between the Company and Mount Sinai School of Medicine of the City University of New York.(5)
10.10	License Agreement between the Mount Sinai School of Medicine of New York University and Magna-Lab Inc. dated as of July 1, 2001 (6)
10.11	Note Payable to Magna Acquisition, LLC. dated September 29, 2006(9)
10.12	Note Payable to Magna Acquisition, LLC. dated January 29, 2007 (9)
10.13	Note Payable to Magna Acquisition LLC. dated May 30, 2007(9)
10.14	Note Payable to Magna Acquisition LLC dated September 5, 2007(10)
10.15	Note Payable to Magna Acquisition LLC dated October 30, 2007(11)
10.16	Note Payable to Magna Acquisition LLC dated January 10, 2008(11)
10.17	Note Payable to Magna Acquisition LLC dated March 26, 2008(12)
10.18	Note Payable to Magna Acquisition LLC dated June 10, 2008(12)
10.19	Note Payable to Magna Acquisition LLC dated January 7, 2009 (13)
10.20	Note Payable to Magna Acquisition LLC dated April 1, 2009 (13)
10.21	Note Payable to Magna Acquisition LLC dated June 1, 2009 (13)
10.22	Note Payable to Magna Acquisition LLC dated August 18, 2009 (14)
10.23	Note Payable to Magna Acquisition LLC dated October 20, 2009 (14)
10.24	Note Payable to Magna Acquisition LLC dated January 27, 2010 (14)
10.25	Note Payable to Magna Acquisition LLC dated June 15, 2010 (14)
10.26	Note Payable to Magna Acquisition LLC dated September 23, 2010 (15)
10.27	Note Payable to Magna Acquisition LLC dated January 6, 2011 (15)
10.28	Note Payable to Magna Acquisition LLC dated June 20, 2011 (16)
10.29	Note Payable to Magna Acquisition LLC dated December 27, 2011 (17)
10.30	Note Payable to Magna Acquisition LLC dated June 5, 2012 (18)
10.31	Note Payable to Magna Acquisition LLC dated January 30, 2013 (19)
10.32	Note Payable to Magna Acquisition LLC dated June 10, 2013 (20)
10.33	Note Payable to Magna Acquisition LLC dated November 6, 2013 (20)
10.34	Note Payable to Magna Acquisition LLC dated May 30, 2014 (21)
10.35	Note Payable to Magna Acquisition LLC dated October 14, 2014 (22)

10.36	Note Payable to Magna Acquisition LLC dated February 9, 2015 (23)
10.37	Note Payable to Magna Acquisition LLC dated May 27, 2015 (23)
10.38	Note Payable to Magna Acquisition LLC dated June 11, 2015 (23)
10.39	Note Payable to Magna Acquisition LLC dated August 3, 2015 (24)
10.40	Note Payable to Magna Acquisition LLC dated December 29, 2015 (25)
10.41	Note Payable to Magna Acquisition LLC dated June 7, 2016 (26)
10.42	Note Payable to Magna Acquisition LLC dated December 1, 2016 (27)
10.43	Note Payable to Magna Acquisition LLC dated December 15, 2016 (27)
10.44	Note Payable to Magna Acquisition LLC dated January 5, 2017 (27)
10.45	Note Payable to Magna Acquisition LLC dated January 6, 2017 (27)
10.46	Note Payable to Magna Acquisition LLC dated February 2, 2017 (27)
10.47	Note Payable to Magna Acquisition LLC dated February 20, 2017 (27)
10.48	Asset Purchase Agreement between Lawrence A. Minkoff, Ph.D. and the Company dated as of Decemebr 16, 2016 (27)
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. (18)
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. (18)
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. (18)
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. (18)

__________________________________

(1)

Incorporated by reference to the Company’s Registration Statement on Form S-1 (Registration No. 33-56344) filed on December 24, 1992 and declared effective on March 30, 1993 (the “S-1”).

(2)

Incorporated by reference to Amendment No. 2, filed on March 25, 1993, to the S-1.

(3)

Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended August 31, 1994.

(4)

Incorporated by reference to the Company’s Annual Report on Form 10-KSB for the year ended February 28, 1997.

(5)

Incorporated by reference to the Company’s Annual Report on Form 10-KSB for the year ended February 29, 2000.

(6)

Incorporated by reference to the Company’s Annual Report on Form 10-KSB for the year ended February 28, 2003.

(7)

Intentionally omitted.

(8)

Incorporated by reference to Form 8-K filed on March 3, 2007.

(9)

Incorporated by reference to the Company’s Annual Report on Form 10-QSB for the year ended February 28, 2007.

(10)

Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended August 31, 2007

(11)

Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended November 30, 2007

(12)

Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended February 29, 2008.

(13)

Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended February 28, 2009.

(14)

Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended February 28, 2010.

(15)

Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2010.

(16)

Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended February 28, 2010.

(17)

Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2011

(18)

Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended February 28, 2012.

(19)

Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended February 28, 2013.

(20)

Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2013

(21)

Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended February 28, 2014.

(22)

Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2014

(23)

Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended February 29, 2016

(24)

Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2015

(25)

Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2015

(26)

Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2016 10Q

(27)

Filed herewith

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MAGNA-LAB INC.
Dated: June 14, 2017
	By: /s/ Lawrence A. Minkoff
	Lawrence A. Minkoff
	Chairman, President and Chief Scientific Officer
	(principal executive officer)

	By: /s/ Kenneth C. Riscica
	Treasurer and Secretary (principal financial officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Lawrence A. Minkoff Lawrence A. Minkoff, Ph.D.	Chairman, President and Chief Scientific Officer and Director (principal executive officer)	June 14, 2017

/s/ Jerome M. Feldman Jerome M. Feldman	Director	June 14, 2017

/s/ Joel Kanter Joel Kanter	Director	June 14, 2017

EX-10.42 2 e616278_ex10-42.htm

PROMISSORY NOTE

$2,500.00

December 1, 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 Hundred Dollars (US2,500), 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:

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

unpaid Interest;

Default Interest; and

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-10.43 3 e616278_ex10-43.htm

PROMISSORY NOTE

$2,500.00

December 15, 2016

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

unpaid Interest;

Default Interest; and

all other indebtedness evidence by this Note.

Time is of the essence of this Note.

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.

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-10.44 4 e616278_ex10-44.htm

PROMISSORY NOTE

$2,500.00

January 5, 2017

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

unpaid Interest;

Default Interest; and

all other indebtedness evidence by this Note.

Time is of the essence of this Note.

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.

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-10.45 5 e616278_ex10-45.htm

PROMISSORY NOTE

$5,000.00

January 6, 2017

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 Five Thousand Dollars (US5,000), 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.

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

unpaid Interest;

Default Interest; and

all other indebtedness evidence by this Note.

Time is of the essence of this Note.

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.

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-10.46 6 e616278_ex10-46.htm

PROMISSORY NOTE

$2,500.00

February 2, 2017

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

unpaid Interest;

Default Interest; and

all other indebtedness evidence by this Note.

Time is of the essence of this Note.

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.

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-10.47 7 e616278_ex10-47.htm

PROMISSORY NOTE

$5,000.00

February 20, 2017

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 Five Thousand Dollars (US5,000), 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.

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

unpaid Interest;

Default Interest; and

all other indebtedness evidence by this Note.

Time is of the essence of this Note.

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.

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-10.48 8 e616278_ex10-48.htm

ASSET PURCHASE AGREEMENT

THIS AGREEMENT dated as of December 14, 2016 between Lawrence A. Minkoff with an address at 401 Cayuga Way, Westfield, NJ 07090 (“Buyer”), and Magna-Lab Inc. a New York corporation with an address at 6800 Jericho Turnpike, Suite 120W, Syosset, NY 11791 (“Seller”).

WHEREAS, the Seller wishes to sell to the Buyer, and the Buyer wishes to purchase from the Seller, all of the assets of the Seller related to the Seller’s magnetic resonance imaging technology and related activities (the “Business”), all on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

1.1 Definitions. The following terms, as used herein, have the following meanings:

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with such other Person.

“Conveyance Documents” means (i) an assignment of the Patents and Patent Applications in the form attached hereto on Exhibit A, (ii) a Bill of Sale, in the form attached hereto as Exhibit B, conveying, among other things, the Intellectual Property Rights from Seller to Buyer, and (iii) an assignment and assumption agreement in the form attached hereto as Exhibit C.

“Closing” means the transaction in which the title to the Purchased Assets is transferred from Seller to Buyer.

“Closing Date” means the date of the Closing.

“Governmental Authority” means any government, court, regulatory or administrative agency or commission, or other governmental authority, agency or instrumentality, whether federal, state or local (domestic or foreign), including, without limitation, the U.S. Patent and Trademark Office (the “PTO”) and the U.S. Food and Drug Administration.

“Intellectual Property Rights” means patents, trademarks, tradenames, service marks, service mark registrations, service names, copyrights, applications for any of the foregoing rights, inventions, know-how, licenses, trade secrets or other intellectual property rights of Seller or its subsidiary, relating to the Business or which may be used to commercialize the rights claimed by a Patent or Patent Application.

“License Agreement” means the License Agreement dated July 1, 2001, between Magna-Lab, Inc. and the Mount Sinai School of Medicine of New York University.

“Lien” means any mortgage, lien, pledge, charge, security interest or encumbrance of any kind.

“MRI Products” means shall mean any product or part thereof, the manufacture, use, or sale of which is: (i) covered by one or more Valid Claims of any unexpired patent right included in the Intellectual Property Rights, or (ii) could not be developed, manufactured, used, sold, comprised or delivered without the technology included in the Illuminator Probe, Auto-Tune Interface Box and Intravascular MRI Receiving Coil, Magna-SL and any related or unrelated MRI magnet designs as the same exists on the date hereof, together with any subsequent improvements thereto.

“Material Adverse Effect” means, with respect to any Person, a material adverse effect on the business, financial condition or results of operations of such Person.

“Patent or Patent Application” means the patent applications listed on Schedule 1.01(a) hereto, and any and all patent applications or continuation, continuation-in-part, or divisional applications which claim priority thereto, and any patents issuing from any of the foregoing, and any extensions, reissues, re-examinations, renewals, substitutions related to any of the foregoing (including without limitation remedies against infringements thereof and rights of protection of an interest therein under the laws of all jurisdictions) and any and all foreign counterparts of any of the foregoing, and all documentation, notes or other materials of Seller with respect to the foregoing (the “Patent Documentation”).

“Permits” shall mean all licenses, permits, franchises, approvals, authorizations, consents or orders of, or filings with, any Governmental Authority, including all authorizations under the regulations of the United States Food and Drug Administration and all applications for any of the foregoing.

“Person” means an individual, corporation, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Purchased Assets” means (i) the Intellectual Property Rights including without limitation the Patents and Patent Applications and all of Seller’s rights under the License Agreement, (ii) any and all physical assets owned by the Seller or its subsidiary and related exclusively to the Business including prototypes of the MRI Products and any MRI magnets as well as any parts and components of the foregoing, (iii) any and all Permits held by the Seller that relate to the Business or Intellectual Property Rights and (iii) all non-financial, technical books, records, files, design specifications, software and other data of the Seller related exclusively to the Business.

“Valid Claim” means a claim included in a Patent or Patent Application which is actively being prosecuted or which is included in an unexpired United States or foreign patent which issues from a Patent Application and which shall not have been withdrawn, canceled or disclaimed, nor held invalid by a court of competent jurisdiction in an unappealed or unappealable decision.

ARTICLE II
PURCHASE AND SALE

2.1 Purchase and Sale.

(a) Upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell, transfer, assign and deliver, or cause to be sold, transferred, assigned and delivered, to Buyer at Closing, all of Seller’s right, title and interest throughout the world, in and to the Purchased Assets.

(b) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract or Permit or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment or transfer thereof, without the consent of a third party thereto, would constitute a breach or violation thereof or is otherwise prohibited. If such consent is required or if an attempted assignment or transfer is ineffective, Seller shall use its commercially reasonable efforts to cooperate with Buyer to provide for Buyer the benefits under any such contract or Permit, with the expense of any such cooperation to be borne by Buyer.

2.2 Consideration. The consideration for Buyer’s acquisition of the Purchased Assets shall consist of the following:

(a) Assumption by the Buyer of all liabilities of the Seller related exclusively to the Purchased Assets, including, without limitation, Seller’s royalty and other obligations, if any, under the License Agreement; and

(b) Forgiveness by the Buyer of all indebtedness currently owing from Seller to Buyer or any of Buyer’s Affiliates, including $73,602.66 owing to Buyer and $36,659.99 owing to Darby & Darby, each as reflected on Seller’s financial statements which represented amounts advanced to Seller by or on behalf of Buyer to fund costs of maintaining Intellectual Property Rights and other Business-related costs.

2.3 Closing. The Closing of the purchase and sale of the Purchased Assets hereunder shall take place on December 14, 2016 at a mutually agreeable location, or at such other time as Buyer and Seller may agree. At the Closing,

(a) Buyer and Seller shall execute and deliver the Conveyance Documents to which each is a party.

(b) Buyer and Seller shall execute and deliver all such other instruments, documents and certificates as may be requested by the other party that are reasonably necessary for the consummation at the Closing of the transactions contemplated by this Agreement.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER

The Seller hereby represents and warrants to the Buyer, as of the date hereof and as of the Closing Date (it being understood that the representations and warranties are being made by each entity comprising the Seller for itself, on a joint and several basis, and that the term Seller as used herein refers to the entity making the representation or warranty):

3.1 Organization. The Seller is duly incorporated and validly existing in good standing under the laws of the State of New York. The Seller has full power and authority to own, operate and occupy its properties and to conduct its business as presently conducted and is registered or qualified to do business and in good standing in each jurisdiction in which it is required to so qualify or register and where the failure to be so qualified is reasonably likely to have a Material Adverse Effect upon the Buyer, and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification.

3.2 Corporate Authorization. The execution, delivery and performance by Seller of this Agreement and each of the Conveyance Documents to which it is a party and the consummation by Seller of the transactions contemplated hereby and thereby are within the powers of Seller and have been duly authorized by all necessary action on the part of Seller. This Agreement has been duly executed and delivered by the Seller and constitutes a valid and binding agreement of Seller, enforceable against the Seller in accordance with its terms except as enforceability may be limited under principles of equity and the like.

3.3 Governmental Authorization. The execution, delivery and performance by Seller of this Agreement and each of the Conveyance Documents to which it is a party does not require any action by or in respect of, or filing with, any Governmental Authority (except for such filings as may be required with the US Patent and Trademark Office and the US Food and Drug Administration, and comparable foreign agencies).

3.4 Non-Contravention; Consents. The execution and delivery of this Agreement by the Seller and each of the Conveyance Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby will not (A) conflict with or constitute a violation of, or default (with the passage of time or otherwise) under, (i) any bond, debenture, note or other evidence of indebtedness, or any lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Seller is a party or by which it or its property is bound, where such conflict, violation or default is reasonably likely to result in a Material Adverse Effect on the Purchased Assets or their intended use, (ii) the charter, by-laws or other organizational documents of the Seller, or (iii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority binding upon the Seller or the Purchased Assets, where such conflict, violation or default is reasonably likely to result in a Material Adverse Effect on the Purchased Assets or their intended use, or (B) result in the creation or imposition of any Lien upon any Purchased Asset or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or any other agreement or instrument to which the Seller is a party or by which it is bound or to which any of the Purchased Assets is subject, where such Lien is reasonably likely to result in a Material Adverse Effect on the Purchased Assets or their intended use. No consent, approval, authorization or order of, or registration, qualification or filing with, any Governmental Authority in the United States or other country, and no such consent, approval or authorization of any third party, is required for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, other than filings and consents to be made with the US Patent and Trademark Office, the US Food and Drug Administration and any comparable foreign agencies.

3.5 Title to Purchased Assets. Upon consummation of the transactions contemplated hereby, Buyer will have acquired all of Seller’s right, title and interest in and to each of the Purchased Assets. The Purchased Assets are being acquired on an “as is” basis.

3.6 Litigation. There is no action, suit, investigation or proceeding (or any basis therefor), of which Seller has received written notice, pending or, to the knowledge of Seller, threatened, before any Governmental Authority or arbitrator that has or could materially affect any Purchased Asset. Seller has not received written notice of any claims made by any Person with respect to, or any actions, suits or other proceedings relating to, any Purchased Assets which could have a material adverse effect on the proposed or intended use of the Purchased Assets.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to the Seller that:

4.1 Authorization. This Agreement has been duly executed and delivered by the Buyer and constitutes a valid and binding agreement of Buyer, enforceable against the Buyer in accordance with its terms except as enforceability may be limited under principles of equity and the like. Buyer has all right, title and authority to waive all rights, if any, of Darby & Darby to collect any amounts from Seller.

4.2 Governmental Authorization. The execution, delivery and performance by Buyer of this Agreement and each of the Conveyance Documents to which it is a party does not require any action by or in respect of, or filing with, any Governmental Authority (except for such filings as may be required with the US Patent and Trademark Office and the US Food and Drug Administration, and comparable foreign agencies).

4.3 Non-Contravention; Consents. The execution and delivery of this Agreement and the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not (A) conflict with or constitute a violation of, or default (with the passage of time or otherwise) under, (i) any bond, debenture, note or other evidence of indebtedness, or any lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which the Buyer is a party or by which it or its property is bound, where such conflict, violation or default is reasonably likely to result in a Material Adverse Effect on the Buyer, or (ii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority binding upon the Buyer or its property, where such conflict, violation or default is reasonably likely to result in a Material Adverse Effect on the Buyer, or (B) result in the creation or imposition of any Lien upon any of the properties or assets of the Buyer or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or any other agreement or instrument to which the Buyer is a party or by which it is bound or to which any of the property or assets of the Buyer is subject, where such Lien is reasonably likely to result in a Material Adverse Effect on the Buyer. No consent, approval, authorization or order of, or registration, qualification or filing with, any Governmental Authority in the United States is required for the execution and delivery of this Agreement by the Buyer and the consummation of the transactions contemplated hereby, such as have been made or obtained or other than other than filings and consents to be made with the US Patent and Trademark Office, the US Food and Drug Administration and any comparable foreign agencies.

4.4 Legal Proceedings. There is no legal or governmental proceeding pending to which the Buyer is a party or of which the business or property of the Buyer is subject.

ARTICLE V
COVENANTS OF BUYER AND SELLER

5.1 Efforts; Further Assurances; Access.

(a) Subject to the terms and conditions of this Agreement, each party will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or appropriate to perform its obligations hereunder, to consummate the transactions contemplated by this Agreement and to comply with all applicable laws and regulations in connection therewith; Seller and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary in order to consummate or implement expeditiously the transactions contemplated by this Agreement.

(b) Seller hereby constitutes and appoints, effective as of the Closing, Buyer and its successors and assigns as the true and lawful attorney of such Seller with full power of substitution in the name of Buyer or in the name of such Seller, but for the benefit of Buyer (i) to collect for the account of Buyer any items of Purchased Assets and (ii) to prosecute all proceedings which Buyer may in its sole discretion deem proper in order to assert or enforce any right, title or interest in, to or under the Purchased Assets, and to defend or compromise any and all actions, suits or proceedings in respect of the Purchased Assets, whether based on a claim arising prior to or after the Closing Date. Buyer shall be entitled to retain for its account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.

ARTICLE VI
SURVIVAL; INDEMNIFICATION

6.1 Survival. The representations and warranties of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall not survive the Closing and neither party shall have a claim against the other party relating to this Agreement.

6.2 Limitations Of Liability. EXCEPT IN THE EVENT OF FRAUD, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY LOSS OF PROFITS OR SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND WHATSOEVER.

ARTICLE VII
MISCELLANEOUS

7.1 Notices. All notices, requests and other communications to either party hereunder shall be in writing (including telex, facsimile or similar writing with confirmed receipt of transmission) and shall be given,

(a) if to Buyer, to:

Lawrence A. Minkoff, Ph.D.

401 Cayuga Way

Westfield, New Jersey 07090

Facsimile: (631) 390-1761

(b) if to Seller, to:

Magna-Lab Inc.

6800 Jericho Turnpike, Suite 120W

Syosset, NY 11791

Attention: Kenneth C. Riscica, Treasurer and Secretary

Facsimile: (516) 393 5879

or to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall only be effective upon receipt. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by fax prior to 4:00 p.m. EST or on the date five business days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 7.01.

7.2 Amendments; No Waivers.

(a) Any provisions of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by Buyer and Seller, or in the case of a waiver, by the party against whom the waiver is to be effective.

(b) No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Except to the extent expressly provided otherwise in this Agreement, the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

7.3 Expenses. All costs and expenses incurred in connection with the negotiation, preparation, execution or delivery of this Agreement shall be paid by the party incurring such cost or expense.

7.4 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. No party to this Agreement shall assign any rights under this Agreement to any party without the written consent of the other parties hereto except that nothing herein shall prohibit or restrict Seller from assigning its rights hereunder from and after the Closing Date.

7.5 Governing Law; Jurisdiction; Service of Process. This Agreement shall be construed in accordance with and governed by the law of the State of New York (without reference to its rules as to conflicts of law).

(a) Each party irrevocably agrees that any legal action, suit or proceeding against either of them arising out of or in connection with this Agreement or the transactions contemplated hereby or disputes relating thereto (whether for breach of contract, tortuous conduct or otherwise) shall be brought exclusively in the state courts of New York located within New York county, and hereby irrevocably accepts and submits to the exclusive jurisdiction of the aforesaid courts in personam, with respect to any such action, suit or proceeding. Each of the parties hereto waives to the fullest extent permitted by law claim that such action, suit or proceeding brought in the venue specified in this Section is brought in an inconvenient forum or that such venue is otherwise improper, and any right to trial by jury in any action, suit or proceeding brought to enforce, defend or interpret any rights or remedies under, or arising in connection with or relating to, this Agreement. Each of the parties hereto irrevocably consents to the service of any and all legal process, summonses, notices and other documents which may be served in any action, suit or proceeding in the state courts of New York located in New York County, which service may be made by mailing a copy of such process by certified or registered mail, postage prepaid, to the party to be served at its address as provided in Section 7.01 hereof, with such service to be effective upon receipt.

7.6 Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective on the date of signature of the last party to sign this Agreement.

7.7 Entire Agreement. This Agreement, the Schedules and the Conveyance Documents constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter of this Agreement. No representation, inducement, promise, understanding, condition or warranty not set forth or referred to herein has been made or relied upon by either party hereto. Neither of this Agreement, nor any provision hereof, is intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

7.8 Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

7.9 Severability. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not contained herein.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

	Lawrence A. Minkoff, Ph.D.

	MAGNA-LAB INC.

	By:
		Name: Kenneth C. Riscica
		Title: Treasurer and Secretary

EXHIBIT A

PATENT ASSIGNMENT

This Patent Assignment (“Assignment”) is made this 14th day of December,2016, by Magna-Lab, Inc.., a New York corporation (“Assignor”), in favor of Lawrence A. Minkoff (“Assignee”). Assignor and Assignee are parties to an Asset Purchase Agreement dated as of December 14, 2016.

For good and valuable consideration, as stated in the Asset Purchase Agreement, the receipt and sufficiency of which are hereby acknowledged, Assignor hereby agrees as follows:

1. Assignor hereby sells, assigns and transfers to Assignee, absolutely and unconditionally, the full and exclusive right, title, and interest in and to each of the patents and pending patent applications as set forth on Attachment A hereto, as well as to all inventions represented thereby, and any renewals, extensions, reissues or reexaminations of those patents and any divisions, renewals, extensions, continuations or continuations-in-part, of those applications and all patents resulting from any of the foregoing (“Patent Rights”), and further including, in all countries, the right to claim priority based on the applications, the Patent Rights to be held and enjoyed by Assignee to the full end of the term for which those patents are granted, as fully and entirely as they could have been held and enjoyed by Assignor if this Assignment had not been made, together with all rights of actions for past infringement thereof including the right to recover damages for said infringement;

2. Assignor hereby authorizes and requests the Commissioner of Patents and Trademarks of the United States, and any Official of any country or countries foreign to the United States whose duty it is to issue patents on applications as aforesaid, to record this Assignment, and to issue all Letters Patent for the Patent Rights to Assignee, its successors, legal representatives and assigns, in accordance with the terms of this Assignment;

3. Assignor hereby represents and warrants that Assignor has the full right to convey the entire interest herein assigned without conflict with the rights of others, and that Assignor has not executed, and will not execute, any agreement, assignment, sale or encumbrance in conflict herewith; and

4. Assignor hereby further covenants and agrees that Assignor will communicate to Assignee, its successors, legal representatives and assigns, any facts and documents known to Assignor respecting the Patent Rights, and will testify in any legal proceeding, sign all lawful papers, execute all divisional, continuing and reissue applications, make all rightful oaths and generally do everything possible to aid Assignee, its successors, legal representatives and assigns, to obtain and enforce proper patent protection for the Patent Rights in all countries.

5. In the event of any inconsistency between this Assignment and the terms of the Asset Purchase Agreement, dated as of the date hereof (the “Asset Purchase Agreement”), between Assignor and Assignee, the terms of the Asset Purchase Agreement shall be controlling.

6. This Assignment shall be construed in accordance with and governed by the law of the State of New York (without reference to its rules as to conflicts of law).

A-1

IN WITNESS WHEREOF, Assignor has caused this Assignment to be executed by its duly authorized officer.

	MAGNA-LAB, INC.

	By:
		Name: Kenneth C. Riscica
		Title: Treasurer and Secretary

STATE OF )

) s.s:

COUNTY OF )

On this _____ day of _______, in the year 2016, before me appeared ________________ to me personally known, who being by me duly sworn did say that he is the authorized officer of the ASSIGNOR named in the foregoing instrument of Assignment and he signed this instrument of Assignment in my presence.


	Notary Public

A-2

ATTACHMENT A

All patents and patent applications held by Magna-Lab, Inc., including

Patent Number		Title

6,915,153		Catheter antenna for magnetic resonance imaging

6,437,569		Expandable MRI receiving coil

5,623,241		Permanent magnetic structure

5,400,787		Inflatable magnetic resonance imaging sensing coil assembly positioning and retaining device and method for using the same

A-3

EXHIBIT B

BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS, that Magna-Lab, Inc., a New York corporation (the “Seller”), for good and valuable consideration paid to it by Lawrence A. Minkoff (“Buyer”), the receipt and sufficiency of which is hereby acknowledged, does hereby sell, assign, transfer and convey to Buyer, its successors and assigns, all of the Seller’s right, title and interest in and to the Purchased Assets, as such term is defined in that certain Asset Purchase Agreement dated as of December 14, 2016, by and between Buyer and Seller (the “Purchase Agreement”).

All initially capitalized terms used but not defined herein shall have the meanings attributed to them in the Purchase Agreement.

This Bill of Sale is further documentation of the transfers, conveyances and assignments contemplated by the Purchase Agreement and is subject to all of the terms, provisions and conditions thereof. Nothing in this Bill of Sale shall constitute a waiver of, expansion of or limitation upon any of Seller’s or Buyer’s rights and remedies under the Purchase Agreement and, in the case of any conflict between the terms of the Purchase Agreement and this Bill of Sale, the Purchase Agreement shall govern.

Seller shall, from time to time, from and after the date hereof, upon request of Buyer, execute such further documents of transfer, conveyance and assignment as Buyer reasonably deems necessary or desirable to carry our the transactions contemplated by this Bill of Sale.

This Bill of Sale shall be binding upon and shall inure solely to the benefit of Buyer and Seller and their respective successors and assigns.

This Bill of Sale shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any applicable principles of conflicts of law.

IN WITNESS WHEREOF, Seller has executed this Bill of Sale on December 14, 2016.

	MAGNA-LAB, INC.

	By: __________________________
	Name: Kenneth C. Riscica
	Title: Treasurer and Secretary

B-1

EXHIBIT C

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of December 14, 2016 (this “Agreement”), by and between Lawrence A. Minkoff with an address at 401 Cayuga Way, Westfield, New Jersey 07090 (“BUYER”), and Magna-Lab Inc., a New York corporation with an address at 6800 Jericho Turnpike, Suite 120W, Syosset, NY 11791 (“SELLER”).

W I T N E S S E T H:

WHEREAS, Seller has agreed to sell Buyer all of its assets related to its MRI technology business, pursuant to an Asset Purchase Agreement, dated as of the date hereof, by and between Buyer and Seller (the “Asset Purchase Agreement”);

WHEREAS, among the assets to be sold to Buyer pursuant to the Asset Purchase Agreement are all of Seller’s rights under the license agreement, dated July 1, 2001(the “License Agreement”), between Seller and the Mount Sinai School of Medicine of New York University (“MSSM”);

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Assignment and Assumption of License Agreement. Effective as of the Closing, (i) Seller hereby sells, assigns, conveys and transfers to Buyer all of Seller’s right, title and interest in, to and arising under or relating to the License Agreement and (ii) Buyer hereby assumes and shall be solely responsible for all of the obligations and liabilities of Seller arising under the License Agreement from and after such date.

2. Further Assurances. The parties hereto agree to timely execute such other agreements, assignments, consents, waivers or other documents reasonably necessary to further give effect to or evidence the agreements hereunder.

3. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Seller and Buyer and their respective successors and assigns.

4. Governing Law. This Agreement shall be deemed to be a contract entered into pursuant to the laws the State of New York and shall in all respects be governed, construed, applied and enforced in accordance with the laws of the State of New York (without reference to its rules as to conflicts of law). Exclusive place of jurisdiction shall be New York, New York.

5. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered as provided in the Asset Purchase Agreement.

C-1

6. Miscellaneous. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may not be modified in any manner or terminated except by an instrument in writing executed by the parties hereto. Nothing in this Agreement shall constitute a waiver of, expansion of or limitation upon any of Seller’s or Buyer’s rights and remedies as between themselves under the Asset Purchase Agreement and, in the case of any such conflict between the terms of the Asset Purchase Agreement and this Agreement, the Asset Purchase Agreement shall control. If any term, covenant or condition of this Agreement is held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreement. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural and vice versa.

[Remainder of page left intentionally blank]

C-2

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth above.

	Magna-Lab, Inc.

	By:
		Name: Kenneth C. Riscica
		Title: Treasurer and Secretary

	Lawrence A. Minkoff

C-3

(License Agreement)

C-4

EX-31.1 9 e616278_ex31-1.htm

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 annual report on Form 10-K of Magna-Lab, Inc.;

2. Based on my knowledge, this 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 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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: June 14, 2017	By:	/s/ Lawrence A. Minkoff
		Lawrence A. Minkoff
		Chairman & President (principal executive officer)

EX-31.2 10 e616278_ex31-2.htm

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 annual report on Form 10-K of Magna-Lab, Inc.;

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: June 14, 2017	By:	/s/ Kenneth C. Riscica
		Kenneth C. Riscica
		Treasurer, Secretary, principal financial officer

EX-32.1 11 e616278_ex32-1.htm

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 Annual Report on Form 10-K of Magna-Lab, Inc. for the year ended February 28, 2017, 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 Annual Report on Form 10-K for the year ended February 28, 2017 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 Annual Report on Form 10-K for the year ended February 28, 2017 fairly presents, in all material respects, the financial condition and results of operations of Magna-Lab, Inc.

June 14, 2017

/s/ Lawrence A. Minkoff

Name: Lawrence A. Minkoff

Title: Chairman, President (principal executive officer)

EX-32.2 12 e616278_ex32-2.htm

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.

(1)

such Annual Report on Form 10-K for the year ended February 28, 2017 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

June 14, 2017

/s/ Kenneth C. Riscica

Name: Kenneth C. Riscica

Title: Treasurer, Secretary, principal financial officer

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Company Activities - Magna-Lab Inc. and Subsidiary (collectively, the “Company”) is focused on engaging in a “reverse merger” transaction with an unrelated business that could benefit from the Company’s public reporting status. Additional activities have included preserving cash, attempting to raise capital to support its activities and continuing its public reporting.   The Company was previously engaged in research, development and commercialization activities until it ceased such activities during the period September 2002 through March 2003 since the Company was unable to secure financing to support its planned activities. The Company’s efforts to enter into a strategic arrangement or to seek other means to realize value for its cardiac diagnostic technologies 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. See also, Note 3.   Going Concern Consideration - As indicated in the accompanying consolidated financial statements, at February 28, 2017, the Company had approximately $1,000 in cash and approximately $1,372,000 in negative working capital and stockholders’ deficit. For the year ended February 28, 2017, the Company had a net loss of approximately $114,000 and utilized approximately $55,000 in cash for operations. Further, losses are continuing subsequent to February 28, 2017. These factors, among others, indicate that the Company is in need of additional financing in order to continue its planned activities for the fiscal year that began on March 1, 2017. The Company’s plans to deal with this uncertainty are described above in “Company Activities.” Management’s plans to raise capital or merge with an unrelated business have not been successful to date and there can be no assurance that management’s plans can be realized at all. These factors, among others, indicate that the Company may be unable to continue operations as a going concern. No adjustment has been made in the accompanying 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.

Basis of Presentation – The consolidated financial statements present the financial position, results of operations and cash flows of the Company in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). All dollar amounts are rounded to the nearest thousand dollars.   Principles of Consolidation – The consolidated financial statements include the accounts of Magna-Lab Inc. and its wholly-owned subsidiary, Cardiac MRI, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.   Cash and Cash Equivalents – The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents.  The Company had no cash equivalents at February 28, 2017 and February 29, 2016.   Income Taxes – The Company complies with the accounting and reporting requirements of US GAAP in accounting for income taxes. The Company uses the asset and liability approach to financial reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.   The Company also complies with US GAAP in accounting for uncertain tax positions. A tax benefit from an uncertain position may be recognized only if it is “more likely than not” that the position is sustainable based on its technical merits. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of February 28, 2017 and February 29, 2016.  However, the Company's conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.  The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively.  No interest expense or penalties have been recognized as of and for the years ended February 28, 2017 and February 29, 2016.  Generally, the Company is no longer subject to income tax examinations by major taxing authorities for years before 2014.   Net Loss Per Share – The Company complies with the accounting and reporting requirements of US GAAP in reporting its earnings per share. Net loss per share is computed based on the weighted average number of Class A Common and Class B Common shares outstanding.   Basic (loss) per share excludes dilution and is computed by dividing (loss) available to common stockholders by the weighted average common shares outstanding for the year. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. In the fiscal years ended February 28, 2017 and February 29, 2016, there were no options, warrants or derivative securities outstanding. Therefore, basic and diluted loss per share were the same for the fiscal years ended February 28, 2017 and February 29, 2016.   Fair Value of Financial Instruments - The fair value of the Company's assets and liabilities, which qualify as financial instruments under US GAAP, approximate the carrying amounts presented in the consolidated balance sheets.   Use of Estimates and Assumptions - The preparation of consolidated financial statements in accordance with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results can, and in many cases will, differ from those estimates.   Stock-Based Compensation – The Company complies with the US GAAP accounting and reporting requirements for its Share-Based Payments. US GAAP requires companies to recognize the cost of employee services received in exchange for awards of equity instruments in the consolidated financial statements based on the grant date fair value of those awards.   Stock awards to consultants and other non-employees are accounted for based on an estimate of their fair value at the time of grant and, in the instance of options and warrants, are based upon a Black-Scholes option valuation model.   The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option pricing model with generally the following weighted-average assumptions: risk free rate of 5%; no dividend yield; option lives of five to nine years and expected volatility in excess of 200%.	   Effect of Recent Accounting Pronouncements - The Company has evaluated recent accounting pronouncements and believes that none of them will have a material effect on the Company’s consolidated financial statements.   Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.   Subsequent Events – Management has evaluated subsequent events to determine if events or transactions occurring through the date the consolidated financial statements were available to be issued, require potential adjustment to or disclosure in the consolidated financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

In January 2017, the Company’s President and Chief Executive Officer (the “CEO”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with the Company. Under the Purchase Agreement, the CEO purchased all of the intellectual property rights, any and all physical assets, any and all permits and all non-financial books, records, files, design specification, software and other data related to the Company’s magnetic resonance imaging technology. In exchange for purchased assets, the CEO (a) assumed all liabilities of the Company related exclusively to the purchased assets and (b) agreed to forgiveness or assumption of all indebtedness owing from the Company totaling approximately $110,000. As a transaction with a related party, the amount of the indebtedness forgiven or assumed, $110,000 was credited to additional paid in capital in the accompanying consolidated financial statement.   Prior to the Purchase Agreement, at February 29, 2016, approximately $106,000 of accounts payable relates to intellectual property counsel fees and costs, $68,000 of which had been paid by and is therefore due to the Company’s Chairman and President for payments he has made on the Company’s behalf in prior years in an attempt to preserve certain intellectual property rights at that time. This officer ceased making such payments several years ago and, as such, the underlying intellectual property became compromised.   The Company intends to make a proposal to various of its significant outstanding creditors to convert all amounts outstanding to them into common stock of the Company.   At February 28, 2017 and February 29, 2016, accrued expenses includes approximately $18,000 payable to a third party, guaranteed by our principal shareholder, for amounts paid to an account payable in October 2007 on our behalf. This amount was repayable if the proposed merger transaction with this party was not completed. This party subsequently merged with another entity and abandoned its possible transaction with the Company, however there has not been a demand for repayment of this amount.   At February 28, 2017 and February 29, 2016, accounts payable also includes approximately $14,000 related to certain pre-1997 accounts payable (Note 8).

During the two years ended February 28, 2017, the Company has received an aggregate of approximately $100,000 of proceeds under notes payable to its majority shareholder, Magna Acquisition LLC (“MALLC”), raising the principal amount outstanding under such notes to an aggregate of $524,000 and $479,000, respectively, (plus accrued interest of approximately $411,000 and $347,000, respectively) at February 28, 2017 and February 29, 2016. Such notes are unsecured and mature, by their terms, 120 days from issuance. At February 28, 2017 and February 29, 2016, approximately $504,000 and $464,000, respectively, face amount of such notes were beyond their maturity date and therefore due on demand. Such notes bear interest at 12% per year and such interest increases to 15% per year once the note is past its due date. Interest expense on such notes aggregated approximately $75,000 and $67,000 in the years ended February 28, 2017 and February 29, 2016, respectively. Subsequent to February 28, 2017 and through June 9, 2017 MALLC loaned an additional approximately $27,500 to the Company on the same terms as above.   The Company intends to make a proposal to MALLC to convert all amounts outstanding to them (including overdue amounts) into common stock of the Company.

Description of Class A and Class B Common Stock - The Class A and Class B common stock are identical in most respects except that: (i) the Class B common stock has five votes per share and the Class A common stock has one vote per share and, (ii) each share of Class B common stock is convertible into one share of Class A common stock and requires conversion to Class A for sale or transfer to a non-Class B stockholder and (iii) by understanding with an underwriter, no more Class B common stock can be issued. Holders of Class A and Class B common stock have equal ratable rights to dividends and, upon liquidation, are entitled to share ratably, as a single class, in the net assets available for distribution. Shares of Class A and Class B common stock are not redeemable, have no preemptive rights or cumulative voting power, and vote as one class, except in certain circumstances, in matters before the shareholders. At February 28, 2017 and February 29, 2016, 8,183 and 5,794, respectively, class B shares have been converted to Class A shares.   Under an agreement with an underwriter, 10,000 shares of Class B common stock were forfeited by the holders based on performance measures that were not met. During the fiscal year ended February 28, 2001, 2,698 of such forfeited shares were inadvertently released by the Company’s transfer agent; 1,376 of which have been returned. The Company has not been successful in recovering the remaining 1,322 shares.   In January 2017, the Company’s CEO converted the remaining 2,389 shares of Class B common stock under his control to Class A common stock.   Principal Shareholder and Related Party Relationship - In a series of transactions consummated on October 31, 2005, MALLC acquired an aggregate of 607,727 shares of Class A Common Stock, representing approximately 56 % of the Company’s issued and outstanding shares of Class A Common Stock at that time, and approximately 55 % of the voting power represented by the Company’s issued and outstanding Common Stock at that time, after consummation of the transactions described above. Two directors of the Company and the Company’s Chief Financial Officer serve as sole managers of MALLC, with the ability to vote and dispose of such shares owned by MALLC by majority vote. See also Note 4.   Stock Grant - In July 2008 the Company recorded stock-based compensation expense of approximately $10,000 reflecting the fair value of 90,000 Class A common shares that were issuable to management at that time 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.   Stock Options and Warrants – There were no stock options or warrants issued or outstanding during the fiscal years ended February 28, 2017 and February 29, 2016. The Company’s Stock Option Plan has expired.

At February 28, 2017 and February 29, 2016, the Company had net operating loss carryforwards of approximately $20.8 million and $20.7 million, respectively, to offset future income subject to tax and approximately $441,000 and $441,000, respectively, of research tax credits available to offset future taxes payable. These resulted in an estimated $7.2 million and $7.2 million, respectively, of federal and $1.5 million and $1.5 million, respectively, of state deferred tax assets at February 28, 2017 and February 29, 2016. A full valuation allowance has been established for these deferred tax assets since their realization is considered unlikely. The difference between the tax provision at the federal corporation tax statuary rate and the rate (zero) included in the Company’s consolidated financial statements occurs because the Company has never had any taxable income nor the ability to utilize loss carryforwards.   Changes in the ownership of a majority of the fair market value of the Company's common stock would likely delay, limit or eliminate the utilization of existing net operating loss carryforwards and credits. Although a formal Section 382 study to determine whether a change in control has occurred has not been completed, the Company believes, based upon limited analysis, that such changes may have occurred in 1997, 2000 and 2005. Such carryforwards and credits expire between 2017 and 2034.

Rent expense - Rent expense for each of the fiscal years ended February 28, 2017 and February 29, 2016 was approximately $12,000 and $13,000 under a lease which expires in July 2018.

Litigation – The Company knows of no pending litigation against it.   Discontinued MAGNA-SL Business and Related 1997 Restructuring; Legacy payables – Commencing in February 1997, the Company executed a plan of restructuring to reposition itself out of its prior activity and into the cardiac activities conducted until 2003. Beginning in October 1997, reorganization counsel offered the Company’s creditors the opportunity to settle liabilities due them at substantially reduced amounts. Most of the Company’s liabilities from that time were settled in this manner as described more fully in the Company’s Form’s 10-KSB for prior years’. Through the passage of time, few of the remaining balances have been settled and others have been written-off. Residual amounts at February 28, 2017, are discussed in Note 3. The Company was also exposed to potential litigation from agreements entered into in connection with such pre-1997 business activities. However, the Company believes that the passage of time and statutes of limitation have mitigated such exposures and as such the Company has not recorded liabilities for such contingencies. Further, as discussed further in Note 3, in January 2017, the Company entered into a Purchase Agreement with its CEO in which the CEO purchased the residual technology and other assets and assumed all liabilities associated with that business.   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.

The consolidated financial statements present the financial position, results of operations and cash flows of the Company in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). All dollar amounts are rounded to the nearest thousand dollars.

The consolidated financial statements include the accounts of Magna-Lab Inc. and its wholly-owned subsidiary, Cardiac MRI, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

The Company complies with the accounting and reporting requirements of US GAAP in accounting for income taxes. The Company uses the asset and liability approach to financial reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.   The Company also complies with US GAAP in accounting for uncertain tax positions. A tax benefit from an uncertain position may be recognized only if it is “more likely than not” that the position is sustainable based on its technical merits. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of February 28, 2017 and February 29, 2016.  However, the Company's conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.  The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively.  No interest expense or penalties have been recognized as of and for the years ended February 28, 2017 and February 29, 2016.  Generally, the Company is no longer subject to income tax examinations by major taxing authorities for years before 2014.

The Company complies with the accounting and reporting requirements of US GAAP in reporting its earnings per share. Net loss per share is computed based on the weighted average number of Class A Common and Class B Common shares outstanding.   Basic (loss) per share excludes dilution and is computed by dividing (loss) available to common stockholders by the weighted average common shares outstanding for the year. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. In the fiscal years ended February 28, 2017 and February 29, 2016, there were no options, warrants or derivative securities outstanding. Therefore, basic and diluted loss per share were the same for the fiscal years ended February 28, 2017 and February 29, 2016.

The fair value of the Company's assets and liabilities, which qualify as financial instruments under US GAAP, approximate the carrying amounts presented in the consolidated balance sheets.

The preparation of consolidated financial statements in accordance with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results can, and in many cases will, differ from those estimates.

The Company complies with the US GAAP accounting and reporting requirements for its Share-Based Payments. US GAAP requires companies to recognize the cost of employee services received in exchange for awards of equity instruments in the consolidated financial statements based on the grant date fair value of those awards.   Stock awards to consultants and other non-employees are accounted for based on an estimate of their fair value at the time of grant and, in the instance of options and warrants, are based upon a Black-Scholes option valuation model.   The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option pricing model with generally the following weighted-average assumptions: risk free rate of 5%; no dividend yield; option lives of five to nine years and expected volatility in excess of 200%.

The Company has evaluated recent accounting pronouncements and believes that none of them will have a material effect on the Company’s consolidated financial statements.   Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.

Management has evaluated subsequent events to determine if events or transactions occurring through the date the consolidated financial statements were available to be issued, require potential adjustment to or disclosure in the consolidated financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

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The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents.  The Company had no cash equivalents at February 28, 2017 and February 29, 2016.

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Entity Filer Category Entity Public Float Entity Common Stock, Shares Outstanding Document Fiscal Period Focus Document Fiscal Year Focus Statement of Financial Position [Abstract] ASSETS CURRENT ASSETS: Cash Prepaid expense Total current assets LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Notes payable and accrued interest payable to a shareholder Accounts payable, including, in 2016, approximately $68,000 which is payable to the Company’s President and CEO for expenses he paid on the Company’s behalf) Accrued expenses and other current liabilities Total current liabilities COMMITMENTS AND CONTINGENCIES (Notes 4, 7 and 8) 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, 1,178,762 and 1,176,373 shares, respectively, issued and outstanding at February 28, 2017 and February 29, 2016 Common stock, Class B, par value $.001 per share, 3,750,000 shares authorized, 18,750 shares issued, 10,000 shares forfeited, 8,183 and 5,794 shares, respectively, converted to Class A and 567 and 2,956 shares, respectively, outstanding at February 28, 2017 and February 29, 2016 Capital in excess of par value Accumulated deficit Total stockholders' deficit Total liabilities and stockholders' deficit Liabilities Approximate amount due to Company's President for expenses paid on the Company's behalf (in dollars) Stockholders Equity Preferred Stock Par Value Preferred Stock Shares Authorized Preferred Stock Shares Issued Common Stock Class A Par Value Common Stock Class A Shares Authorized Common Stock Class A Shares Issued Common Stock Class A Shares Outstanding Common Stock Class B Par Value Common Stock Class B Shares Authorized Common Stock Class B Shares Issued Common Stock Class B Shares Forfeited Common Stock Class B Shares Converted to Class A Common Stock Class B Shares Outstanding Income Statement [Abstract] REVENUES OPERATING EXPENSES: General and administrative LOSS FROM OPERATIONS OTHER EXPENSE - Interest expense NET LOSS BEFORE INCOME TAX PROVISION FOR INCOME TAXES NET LOSS WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED NET LOSS PER COMMON SHARE, BASIC AND DILUTED Statement of Cash Flows [Abstract] CASH FLOWS FROM OPERATING ACTIVITIES: Net loss Adjustments to reconcile net loss to net cash used in operating activities: Prepaid expenses Accounts payable, accrued liabilities and all other NET CASH USED IN OPERATING ACTIVITIES CASH PROVIDED BY FINANCING ACTIVITIES: Proceeds received from notes payable to shareholder NET CASH PROVIDED BY FINANCING ACTIVITIES NET (DECREASE) IN CASH CASH: Beginning of year End of year SUPPLEMENTAL SCHEDULE ON NON-CASH FINANCING ACTITVITIES: None Liabilities assumed and forgiven in exchange for disposition of residual technology assets to the Company’s Chief Executive Officer Notes payable issued for insurance Statement [Table] Statement [Line Items] Shares, Balance, Beginning Value, Balance, Beginning Gain on sale of residual technology assets to CEO Convert B shares to A Net Loss Shares, Balance, Ending Value, Balance, Ending Notes to Financial Statements BUSINESS DESCRIPTION AND GOING CONCERN Accounting Policies [Abstract] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ACCOUNTS PAYABLE AND ACCRUALS NOTES PAYABLE-RELATED PARTY Equity [Abstract] STOCKHOLDERS' DEFICIT Income Tax Disclosure [Abstract] INCOME TAXES OTHER MATTERS Commitments and Contingencies Disclosure [Abstract] COMMITMENTS AND CONTINGENCIES Summary Of Significant Accounting Policies Policies Basis of Presentation Principles of Consolidation Cash and Cash Equivalents Income Taxes Net Loss Per Share Fair Value of Financial Instruments Use of Estimates and Assumptions Stock-Based Compensation Effect of Recent Accounting Pronouncements Subsequent Events Business Description And Going Concern Details Narrative Total stockholders' deficit Net loss Accounts Payable And Accruals Details Narrative Activity in the restructuring accrual for the pre-1997 activities Other Matters Details Narrative Rent expense Assets, Current Liabilities, Current Liabilities and Equity Operating Income (Loss) Interest Expense Increase (Decrease) in Prepaid Expense and Other Assets Net Cash Provided by (Used in) Operating Activities Net Cash Provided by (Used in) Financing Activities Cash and Cash Equivalents, at Carrying Value Shares, Issued EX-101.PRE 18 magaa-20170228_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE XML 19 R1.htm IDEA: XBRL DOCUMENT

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Feb. 28, 2017	Jun. 09, 2017
Document And Entity Information
Entity Registrant Name	MAGNA LAB INC
Entity Central Index Key	0000895464
Document Type	10-K
Document Period End Date	Feb. 28, 2017
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 Public Float		$ 10,000
Entity Common Stock, Shares Outstanding		1,178,762
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2017

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Consolidated Balance Sheets - USD ($)	Feb. 28, 2017	Feb. 29, 2016
CURRENT ASSETS:
Cash	$ 1,000	$ 11,000
Prepaid expense	3,000	3,000
Total current assets	4,000	14,000
CURRENT LIABILITIES:
Notes payable and accrued interest payable to a shareholder	935,000	816,000
Accounts payable, including, in 2016, approximately $68,000 which is payable to the Company’s President and CEO for expenses he paid on the Company’s behalf)	325,000	415,000
Accrued expenses and other current liabilities	116,000	41,000
Total current liabilities	1,376,000	1,272,000
COMMITMENTS AND CONTINGENCIES (Notes 4, 7 and 8)
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, 1,178,762 and 1,176,373 shares, respectively, issued and outstanding at February 28, 2017 and February 29, 2016	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, 8,183 and 5,794 shares, respectively, converted to Class A and 567 and 2,956 shares, respectively, outstanding at February 28, 2017 and February 29, 2016	0	0
Capital in excess of par value	27,290,000	27,180,000
Accumulated deficit	(28,663,000)	(28,439,000)
Total stockholders' deficit	(1,372,000)	(1,258,000)
Total liabilities and stockholders' deficit	$ 4,000	$ 14,000

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Consolidated Balance Sheets (Parenthetical) - USD ($)	Feb. 28, 2017	Feb. 29, 2016
Liabilities
Approximate amount due to Company's President for expenses paid on the Company's behalf (in dollars)	$ 68,000	$ 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	1,178,762	1,176,373
Common Stock Class A Shares Outstanding	1,178,762	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 Forfeited	10,000	10,000
Common Stock Class B Shares Converted to Class A	8,183	5,794
Common Stock Class B Shares Outstanding	567	2,956

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Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Feb. 28, 2017	Feb. 29, 2016
Income Statement [Abstract]
REVENUES	$ 0	$ 0
OPERATING EXPENSES:
General and administrative	149,000	63,000
LOSS FROM OPERATIONS	(149,000)	(63,000)
OTHER EXPENSE - Interest expense	(75,000)	(67,000)
NET LOSS BEFORE INCOME TAX	(224,000)	(130,000)
PROVISION FOR INCOME TAXES	0	0
NET LOSS	$ (224,000)	$ (130,000)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED	1,179,000	1,179,000
NET LOSS PER COMMON SHARE, BASIC AND DILUTED	$ (0.19)	$ (0.11)

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Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Feb. 28, 2017	Feb. 29, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (224,000)	$ (130,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Accounts payable, accrued liabilities and all other	169,000	74,000
NET CASH USED IN OPERATING ACTIVITIES	(55,000)	(56,000)
CASH PROVIDED BY FINANCING ACTIVITIES:
Proceeds received from notes payable to shareholder	45,000	55,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	45,000	55,000
NET (DECREASE) IN CASH	(10,000)	(1,000)
CASH:
Beginning of year	11,000	12,000
End of year	1,000	11,000
SUPPLEMENTAL SCHEDULE ON NON-CASH FINANCING ACTITVITIES: None
Liabilities assumed and forgiven in exchange for disposition of residual technology assets to the Company’s Chief Executive Officer	$ 110,000	$ 0

XML 24 R6.htm IDEA: XBRL DOCUMENT

Consolidated Statement of Stockholders Deficit - USD ($)	Class A common stock	Class B common stock	Additional Paid In Capital	Accumulated Deficit	Total
Shares, Balance, Beginning at Feb. 28, 2015	1,176,373	2,956
Value, Balance, Beginning at Feb. 28, 2015	$ 1,000	$ 0	$ 27,180,000	$ (28,309,000)	$ (1,128,000)
Net Loss				(130,000)	(130,000)
Shares, Balance, Ending at Feb. 29, 2016	1,176,373	2,956
Value, Balance, Ending at Feb. 29, 2016	$ 1,000	$ 0	27,180,000	(28,439,000)	(1,258,000)
Gain on sale of residual technology assets to CEO			110,000		110,000
Convert B shares to A	2,389	(2,389)
Net Loss				(224,000)	(224,000)
Shares, Balance, Ending at Feb. 28, 2017	1,178,762	567
Value, Balance, Ending at Feb. 28, 2017	$ 1,000	$ 0	$ 27,290,000	$ (28,663,000)	$ (1,372,000)

XML 25 R7.htm IDEA: XBRL DOCUMENT

1. BUSINESS DESCRIPTION AND GOING CONCERN

12 Months Ended

Feb. 28, 2017

Notes to Financial Statements

BUSINESS DESCRIPTION AND GOING CONCERN

XML 26 R8.htm IDEA: XBRL DOCUMENT

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Feb. 28, 2017

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents – The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. The Company had no cash equivalents at February 28, 2017 and February 29, 2016.

Fair Value of Financial Instruments - The fair value of the Company's assets and liabilities, which qualify as financial instruments under US GAAP, approximate the carrying amounts presented in the consolidated balance sheets.

XML 27 R9.htm IDEA: XBRL DOCUMENT

3. ACCOUNTS PAYABLE AND ACCRUALS

12 Months Ended

Feb. 28, 2017

Notes to Financial Statements

ACCOUNTS PAYABLE AND ACCRUALS

In January 2017, the Company’s President and Chief Executive Officer (the “CEO”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with the Company. Under the Purchase Agreement, the CEO purchased all of the intellectual property rights, any and all physical assets, any and all permits and all non-financial books, records, files, design specification, software and other data related to the Company’s magnetic resonance imaging technology. In exchange for purchased assets, the CEO (a) assumed all liabilities of the Company related exclusively to the purchased assets and (b) agreed to forgiveness or assumption of all indebtedness owing from the Company totaling approximately $110,000. As a transaction with a related party, the amount of the indebtedness forgiven or assumed, $110,000 was credited to additional paid in capital in the accompanying consolidated financial statement.

The Company intends to make a proposal to various of its significant outstanding creditors to convert all amounts outstanding to them into common stock of the Company.

At February 28, 2017 and February 29, 2016, accounts payable also includes approximately $14,000 related to certain pre-1997 accounts payable (Note 8).

XML 28 R10.htm IDEA: XBRL DOCUMENT

4. NOTES PAYABLE- RELATED PARY

12 Months Ended

Feb. 28, 2017

Notes to Financial Statements

NOTES PAYABLE-RELATED PARTY

The Company intends to make a proposal to MALLC to convert all amounts outstanding to them (including overdue amounts) into common stock of the Company.

XML 29 R11.htm IDEA: XBRL DOCUMENT

5. STOCKHOLDERS' DEFICIT

12 Months Ended

Feb. 28, 2017

Equity [Abstract]

STOCKHOLDERS' DEFICIT

In January 2017, the Company’s CEO converted the remaining 2,389 shares of Class B common stock under his control to Class A common stock.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section S99
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-Subparagraph (SAB Topic 4.E)
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Section 50
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-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644

Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e))
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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-Subparagraph (SAB Topic 4.C)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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-URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 16: http://www.xbrl.org/2003/role/presentationRef
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+ Details

XML 30 R12.htm IDEA: XBRL DOCUMENT

6. INCOME TAXES

12 Months Ended

Feb. 28, 2017

Income Tax Disclosure [Abstract]

INCOME TAXES

XML 31 R13.htm IDEA: XBRL DOCUMENT

7. OTHER MATTERS

12 Months Ended

Feb. 28, 2017

Notes to Financial Statements

OTHER MATTERS

Rent expense - Rent expense for each of the fiscal years ended February 28, 2017 and February 29, 2016 was approximately $12,000 and $13,000 under a lease which expires in July 2018.

XML 32 R14.htm IDEA: XBRL DOCUMENT

8. COMMITMENTS AND CONTINGENCIES

12 Months Ended

Feb. 28, 2017

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

Litigation – The Company knows of no pending litigation against it.

XML 33 R15.htm IDEA: XBRL DOCUMENT

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Feb. 28, 2017
Summary Of Significant Accounting Policies Policies
Basis of Presentation	The consolidated financial statements present the financial position, results of operations and cash flows of the Company in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). All dollar amounts are rounded to the nearest thousand dollars.
Principles of Consolidation	The consolidated financial statements include the accounts of Magna-Lab Inc. and its wholly-owned subsidiary, Cardiac MRI, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.
Cash and Cash Equivalents	The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. The Company had no cash equivalents at February 28, 2017 and February 29, 2016.
Income Taxes	The Company complies with the accounting and reporting requirements of US GAAP in accounting for income taxes. The Company uses the asset and liability approach to financial reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized. The Company also complies with US GAAP in accounting for uncertain tax positions. A tax benefit from an uncertain position may be recognized only if it is “more likely than not” that the position is sustainable based on its technical merits. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of February 28, 2017 and February 29, 2016. However, the Company's conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of and for the years ended February 28, 2017 and February 29, 2016. Generally, the Company is no longer subject to income tax examinations by major taxing authorities for years before 2014.
Net Loss Per Share	The Company complies with the accounting and reporting requirements of US GAAP in reporting its earnings per share. Net loss per share is computed based on the weighted average number of Class A Common and Class B Common shares outstanding. Basic (loss) per share excludes dilution and is computed by dividing (loss) available to common stockholders by the weighted average common shares outstanding for the year. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. In the fiscal years ended February 28, 2017 and February 29, 2016, there were no options, warrants or derivative securities outstanding. Therefore, basic and diluted loss per share were the same for the fiscal years ended February 28, 2017 and February 29, 2016.
Fair Value of Financial Instruments	The fair value of the Company's assets and liabilities, which qualify as financial instruments under US GAAP, approximate the carrying amounts presented in the consolidated balance sheets.
Use of Estimates and Assumptions	The preparation of consolidated financial statements in accordance with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results can, and in many cases will, differ from those estimates.
Stock-Based Compensation	The Company complies with the US GAAP accounting and reporting requirements for its Share-Based Payments. US GAAP requires companies to recognize the cost of employee services received in exchange for awards of equity instruments in the consolidated financial statements based on the grant date fair value of those awards. Stock awards to consultants and other non-employees are accounted for based on an estimate of their fair value at the time of grant and, in the instance of options and warrants, are based upon a Black-Scholes option valuation model. The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option pricing model with generally the following weighted-average assumptions: risk free rate of 5%; no dividend yield; option lives of five to nine years and expected volatility in excess of 200%.
Effect of Recent Accounting Pronouncements	The Company has evaluated recent accounting pronouncements and believes that none of them will have a material effect on the Company’s consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements.
Subsequent Events	Management has evaluated subsequent events to determine if events or transactions occurring through the date the consolidated financial statements were available to be issued, require potential adjustment to or disclosure in the consolidated financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.

XML 34 R16.htm IDEA: XBRL DOCUMENT

1. BUSINESS DESCRIPTION AND GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
	Feb. 28, 2017	Feb. 29, 2016	Feb. 28, 2015
Business Description And Going Concern Details Narrative
Cash	$ 1,000	$ 11,000
Total stockholders' deficit	(1,372,000)	(1,258,000)	$ (1,128,000)
Net loss	$ (224,000)	$ (130,000)

XML 35 R17.htm IDEA: XBRL DOCUMENT

3. ACCOUNTS PAYABLE AND ACCRUALS (Details Narrative) - USD ($)	12 Months Ended
	Feb. 28, 2017	Feb. 29, 2016
Accounts Payable And Accruals Details Narrative
Activity in the restructuring accrual for the pre-1997 activities	$ 14,000	$ 14,000

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7. OTHER MATTERS (Details Narrative) - USD ($)	12 Months Ended
7. OTHER MATTERS (Details Narrative) - USD ($)	Feb. 28, 2017	Feb. 29, 2016
Other Matters Details Narrative
Rent expense	$ 12,000	$ 13,000

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