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EX-31.2 - MAGNA LAB INCe610382_ex31-2.htm
EX-31.1 - MAGNA LAB INCe610382_ex31-1.htm
 
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q/A
 
(Mark One)
 
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended:  November 30, 2012
 
OR
 
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                                 to                                              
 
Commission File Number 0-21320
 
Magna-Lab Inc.
 (Exact name of smaller reporting company as specified in its charter)
 
New York
 
11-3074326
(State or other jurisdiction of incorporation or organization) 
 
(IRS Employer Identification No.)
     
6800 Jericho Turnpike, Suite 120W, Syosset, NY 11791
(Address of principal executive offices and Zip code)
     
(516) 393 5874 (or c/o 212 986 9700)
(Issuer's telephone number including area code)
     
 
(Former name, former address and former fiscal year, if changed since last report)
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes x      No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large accelerated filer o
 
Accelerated filer o
Non-accelerated filer o
 
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 o
 
APPLICABLE ONLY TO CORPORATE ISSUERS
 
State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date – January 10, 2013
 
Class A Common Stock, $.001 Par Value
 
1,176,025
Class B Common Stock, $.001 Par Value
 
3,304
Class
 
Shares
 
 
 

 
 
EXPLANATORY NOTE

This amendment to our Form 10-Q filing for the three and nine months ended November 30, 2012 is being made to correct Exhibits 31.1 and 31.2 to conform to the correct certifications required of our Chief Executive and Chief Financial Officers.  Item 5(a) in both certifications now reads:

“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”   [emphasis added]

 
In the previously filed Form 10-Q, we inadvertently omitted the words “and material weaknesses” in item 5(a) of the required certifications in Exhibits 31.1 and 31.2.

Since the financial statements are not required to be presented with this amendment, the certifications at Exhinit 31.1 and 31.2 are also amended to indicate “”not used” in item 3 of such certifications.  As such, item 3 of the originally filed certifications continues to be operative with respect to the condensed financial statements included therein.

No other changes are made to the Form 10-Q as filed other than described in this explanatory note.
 
 
 

 
 
SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
     
MAGNA-LAB INC.
   
     
(Registrant)
   
 
Date:  January 18, 2013
 
By: 
/s/ Lawrence A. Minkoff
   
     
Lawrence A. Minkoff, Chairman, President and Chief
Scientific Officer  (Principal Executive Officer)
 
 
 
   
By:
/s/ Kenneth C. Riscica
 
 
 
 
   
Kenneth C. Riscica, Treasurer and Secretary
(Principal Financial and Accounting Officer)
 
 
12

 
 
INDEX TO EXHIBITS
 
No.
Description

31.1
Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a – 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a – 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.