UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
|X| Form 10-K |_| Form 11-K |_| Form 20-F |_| Form 10-Q |_| Form N-SAR
For Period Ended: February 28, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: Not Applicable
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
________________________________________________________________________________
PART I
REGISTRANT INFORMATION
Magna-Lab Inc.
- --------------------------------------------------------------------------------
Full Name of Registrant
NONE
- --------------------------------------------------------------------------------
Former Name if Applicable
25Z Executive Drive
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
Edgewood, NY 11717
- --------------------------------------------------------------------------------
City, State and Zip Code
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
|X| (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or N-SAR, or portion thereof, will be filed on
or before the 15th calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
|_| (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Because of a restructuring of the Company's operations and the resources
necessarily devoted to a critical need for additional financing to continue
operations, the Company has not had the personnel or resources to complete the
analyses necessary to properly measure and record to its financial statements
certain material, non-recurring charges to write down assets and accrue costs
associated with its restructuring of operations and for the write down or off of
material amounts due from a related party (see Form 10-QSB for the reporting
period ending November 30, 1996, Part I, Item 1, Notes 1 and 9 to financial
statements and Item 2. Managements' Discussion and Analysis or Plan of
Operation).
Further, the Company has been advised by its auditors, Rothstein Kass & Company,
P.C., Roseland, N.J., that they are precluded by professional auditing standards
from performing an audit of the Company's financial statements for the year
ending February 28, 1997 because their independence is impaired until payment of
their prior year's audit fee is made in full.
<PAGE>
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Lawrence A. Minkoff 516 595-2111
- --------------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X| Yes |_| No
(3) Is it anticipated that any significant change in results of operation for
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? |X| Yes |_| No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Based on the information above and very preliminary analysis performed to
date (which is neither complete nor had the benefit of independent
audit) as well as indications of operating losses, the Company currently
expects that it will report a Net Loss of approximately $4.1 million
(compared with approximately $2.9 million in the fiscal year ending
February 29, 1996) and that its liabilities will exceed its assets by
approximately $1.7 million at February 28, 1997 and that there is no
significant amount of cash. Because of the inability of the Company's
auditors to perform their audit, these amounts are estimates by management
based on preliminary and incomplete analysis and are unaudited.
================================================================================
Magna-Lab Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf
by the undersigned hereunto duly authorized.
Date May 29, 1997 By /s/ Lawrence A. Minkoff, Ph.D., C.E.O.
----------------------- ----------------------------------------
Instruction: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations. (See 18 U.S.C. 1001)
