U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(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, 2007

|_|   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 small business issuer as specified in its charter)

            New York                                      11-3074326
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

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

                                 (516) 393 5874
                           ---------------------------
                           (Issuer's telephone number)


              ----------------------------------------------------
              (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 |_|

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

                      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 4, 2008

      Class A Common Stock, $.001 Par Value                           1,086,025
      -------------------------------------                           ---------

      Class B Common Stock, $.001 Par Value                             3,304
      -------------------------------------                           ---------
                    Class                                              Shares

    Transitional Small Business Disclosure Format (check one) Yes |_| No |X|

<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

                                    CONTENTS

PART 1 - FINANCIAL INFORMATION (UNAUDITED)

      ITEM 1. - FINANCIAL STATEMENTS

          CONDENSED CONSOLIDATED BALANCE SHEET                                 1

          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                      2

          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                      3

          CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT            4

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS             5 - 7

      ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
                OF OPERATION                                               8 - 9

      ITEM 3. - EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES              10

PART II - OTHER INFORMATION

      ITEM 6. - EXHIBITS                                                      10

SIGNATURES                                                                    11

All items which are not applicable or to which the answer is negative have been
omitted from this report.

<PAGE>

PART I: FINANCIAL INFORMATION

      Item 1. - Financial Statements

                          MAGNA-LAB INC. AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEET
                                November 30, 2007
                                   (unaudited)

<TABLE>
                                                 ASSETS
<S>                                                                                             <C>
CURRENT ASSETS:
Cash                                                                                            $      7,000
Prepaid expenses                                                                                       6,000
                                                                                                ------------

  Total current assets                                                                          $     13,000
                                                                                                ============

                                   LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Notes payable to a shareholder together with accrued interest                                 $     87,000
  Accounts payable (including approximately $68,000 which is payable to the
     Company's President for expenses he paid on the Company's behalf)                               351,000
  Accrued expenses and other current liabilities                                                      39,000
                                                                                                ------------
     Total current liabilities                                                                       477,000
                                                                                                ------------

STOCKHOLDERS' DEFICIT:
  Preferred stock, par value $.01 per share, 5,000,000 shares authorized none issued                      --
  Common stock, Class A, par value $.001 per share, 120,000,000 shares authorized,
     1,086,025 shares issued and outstanding                                                           1,000
  Common stock, Class B, par value $.001 per share, 3,750,000 shares authorized,
     18,750 shares issued and 3,304 shares outstanding                                                    --
  Capital in excess of par value                                                                  27,170,000
  Accumulated deficit                                                                            (27,635,000)
                                                                                                ------------
     Total stockholders' deficit                                                                    (464,000)
                                                                                                ------------

     Total liabilities and stockholders' deficit                                                $     13,000
                                                                                                ============
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.


                                       1
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             Three and nine months ended November 30, 2007 and 2006
                                   (unaudited)

<TABLE>
<CAPTION>
                                               Three months ended              Nine months ended
                                                   November 30,                   November 30,
                                          ---------------------------     ---------------------------
                                              2007            2006            2007           2006
                                          -----------------------------------------------------------
<S>                                       <C>             <C>             <C>             <C>
REVENUES                                  $        --     $        --     $        --     $        --
                                          -----------     -----------     -----------     -----------
OPERATING  EXPENSES:
  General and administrative                   80,000          52,000         150,000         109,000
                                          -----------     -----------     -----------     -----------

LOSS FROM OPERATIONS                          (80,000)        (52,000)       (150,000)       (109,000)
                                          -----------     -----------     -----------     -----------

OTHER EXPENSE - Interest expense                3,000              --           6,000              --
                                          -----------     -----------     -----------     -----------

NET LOSS                                  $   (83,000)    $   (52,000)    $  (156,000)    $  (109,000)
                                          ===========     ===========     ===========     ===========

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING,
 BASIC AND DILUTED                          1,089,000       1,089,000       1,089,000       1,089,000
                                          ===========     ===========     ===========     ===========

NET LOSS PER SHARE,
  BASIC AND DILUTED                       $     (0.08)    $     (0.05)    $     (0.14)    $     (0.10)
                                          ===========     ===========     ===========     ===========
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.


                                       2
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Nine months ended November 30, 2007 and 2006
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                2007          2006
                                                                                ----          ----
<S>                                                                          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                   $(156,000)    $(109,000)
                                                                             ---------     ---------
  Adjustments to reconcile net loss to net cash used in operations:
    Effect on cash of changes in operating assets and liabilities:
       Prepaid expenses and other assets                                        (2,000)       (1,000)
       Accounts payable, accrued liabilities and all other                     114,000        46,000
                                                                             ---------     ---------

NET CASH USED IN OPERATING ACTIVITIES                                          (44,000)      (64,000)
                                                                             ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  None

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds received from notes payable to shareholder                           45,000        25,000
                                                                             ---------     ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                       45,000        25,000
                                                                             ---------     ---------

NET INCREASE (DECREASE) IN CASH                                                  1,000       (39,000)
CASH:
  Beginning of period                                                            6,000        49,000
                                                                             ---------     ---------
  End of period                                                              $   7,000     $  10,000
                                                                             =========     =========

SUPPLEMENTAL INFORMATION ON NON-CASH TRANSACTIONS
     Note payable used to finance insurance                                  $  10,000     $  16,000
                                                                             =========     =========
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.


                                       3
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                   For the nine months ended November 30, 2007
                                   (unaudited)

<TABLE>
<CAPTION>
                                                           Common Stock
                                       -------------------------------------------------     Capital in
                                                Class A                    Class B             Excess
                                       -------------------------------------------------       of Par        Accumulated
                                         Shares        Amount         Shares     Amount         Value          Deficit
                                       ---------------------------------------------------------------------------------
<S>                                    <C>          <C>                <C>      <C>         <C>             <C>
BALANCES, February 28, 2007            1,086,025    $      1,000       3,304    $     --    $ 27,170,000    $(27,479,000)

NET LOSS                                      --              --          --          --              --        (156,000)
                                       ---------------------------------------------------------------------------------
BALANCES, November 30, 2007            1,086,025    $      1,000       3,304    $     --    $ 27,170,000    $(27,635,000)
                                       =================================================================================
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
financial statements.


                                       4
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION AND CONSOLIDATION:

The accompanying condensed consolidated financial statements have been prepared
in accordance with the instructions to Form 10-QSB pursuant to the rules and
regulations of the Securities and Exchange Commission (the "SEC") and do not
include all of the information and disclosures required by accounting principles
generally accepted in the United States of America. The accompanying condensed
consolidated financial statements include the accounts of Magna-Lab Inc. and its
wholly owned subsidiary, Cardiac MRI, Inc. (the "Company") and all significant
intercompany transactions and balances have been eliminated in consolidation.
All adjustments which are of a normal recurring nature and, in the opinion of
management, necessary for a fair presentation have been included. These
condensed consolidated financial statements should be read in conjunction with
the more complete information and the Company's audited consolidated financial
statements and related notes thereto included in the Company's annual report on
Form 10-KSB for the year ended February 28, 2007. Certain reclassifications have
been made to the prior year Condensed Consolidated Statement of Cash Flows to
conform to the current period presentation.

On November 17, 2006, the shareholders of the Company approved the 1 for 100
reverse-split of the Company's Class A and Class B common stock. The common
shares and amounts (including per share amounts) in the accompanying condensed
consolidated financial statements have been retroactively adjusted to reflect
the reverse-split for all periods presented.

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

Company Activities - The Company is focused on engaging in a "reverse merger"
transaction with an unrelated business that would benefit from the Company's
public reporting status. Additional activities have included preserving cash,
making settlements with creditors, attempting to raise capital and continuing
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. The Company's efforts to raise additional
capital or enter into a strategic arrangement in order to complete
commercialization of its cardiac diagnostic Illuminator products and development
of its Artery View product or to seek other means to realize value through sale,
license or otherwise have been unsuccessful.

Going Concern Consideration - As indicated in the accompanying condensed
consolidated financial statements, at November 30, 2007, the Company had
approximately $7,000 in cash and approximately $464,000 in negative working
capital and stockholders' deficit. For the nine months ended November 30, 2007,
the Company had a net loss of approximately $156,000 and utilized approximately
$44,000 of cash in operating activities. Further, losses are continuing
subsequent to November 30, 2007. These factors, among others, indicate that the
Company is in need of additional financing or a strategic arrangement in order
to continue its planned activities for the fiscal year that began on March 1,
2007. The Company's plans to deal with this uncertainty are described above in
"Company Activities." Management's plans to raise sufficient capital, enter into
a strategic arrangement or sell or license its products/technology 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 financial
statements to the amounts and classification of assets and liabilities which
could result should the Company be unable to continue as a going concern.

NOTE 3 - LOSS PER COMMON SHARE:

Net loss per common share is computed as net loss applicable to common
shareholders divided by the weighted average number of Class A Common and Class
B Common shares outstanding. Dilutive options and warrants outstanding would be
considered in the computation of net income per share under the treasury stock
method when their effect is to reduce reported net loss per share. Since the
effect of outstanding options is antidilutive, they have been excluded from the
Company's computation of net loss per common share. Therefore, basic and diluted
(loss) per share was the same for all periods presented.


                                       5
<PAGE>

NOTE 4 - NOTES PAYABLE:

Notes payable include 12% unsecured notes payable to the Company's principal
shareholder in the aggregate principal amount of $80,000, plus interest accrued.
Such notes are due as follows: $25,000 on January 27, 2007, $10,000 on May 29,
2007, $25,000 on September 26, 2007, $10,000 on January 3, 2008 and $10,000 on
February 28, 2008. The notes that are overdue ($60,000) bear interest at 15%
subsequent to their maturity date. The Company intends to make a proposal to
this principal shareholder to convert all of the amounts outstanding to it
(including overdue amounts) into common stock of the Company.

NOTE 5 - ACCOUNTS PAYABLE AND ACCRUALS:

Approximately $106,000 of accounts payable relates to intellectual property
counsel fees and costs including approximately $68,000 of which has been paid by
and is therefore due to the Company's Chairman and President for payments he has
made on the Company's behalf to preserve certain intellectual property rights.
Such payments are no longer being made and any negative impact on our
intellectual property has not been determined. Accounts payable also includes
approximately $90,000 from professional service firms that have ceased providing
services to the Company approximately four years ago and include amounts charged
for services that the Company would dispute. Very limited or no collection
activity has occurred to date. Accrued expenses includes approximately $18,000
payable to a third party, guaranteed by our principal shareholder, for amounts
paid to a vendor of ours in October 2007 on our behalf. This amount is repayable
if the proposed merger transaction with this party is not completed. Presently,
a merger with this party has not been consummated and it appears that it may
have been abandoned however there has not been a demand for repayment of this
amount.

See also Notes 3 and 7 to consolidated financial statements included in the
Company's Annual Report on Form 10-KSB for the year ended February 28, 2007 (and
prior such Annual Reports) for other information on outstanding liabilities and
related matters.

There was no activity in the restructuring accrual for the pre-1997 activities
during the nine months ended November 30, 2007 or 2006. The Company periodically
adjusts the remaining accrual based on the status of the matters and activity
given the passage of time.

NOTE 6 - STOCK BASED COMPENSATION:

In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 123R, "Share-Based
Payment." SFAS No. 123R is a revision of SFAS No. 123, "Accounting for Stock
Based Compensation," and supersedes APB No. 25. Among other items, SFAS No. 123R
eliminates the use of APB No. 25 and the intrinsic value method of accounting,
and requires companies to recognize the cost of employee services received in
exchange for awards of equity instruments in the financial statements based on
the grant date fair value of those awards. The effective date of SFAS No. 123R
for the Company was March 1, 2006 and the Company adopted SFAS No. 123R using
the "modified prospective" method. There was no effect on net loss by the
adoption of this statement as required on March 1, 2006 as the Company has not
issued any stock options that would be affected by this pronouncement.

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 under SFAS No. 123R is estimated on the date
of the grant using the Black-Scholes option pricing model with the following
weighted-average assumptions: risk free interest rate of 5%; no dividend yield;
expected option lives of five to nine years and expected volatility in excess of
200%.

In April 2004, the Board of Directors agreed to reserve 9,000,000 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.


                                       6
<PAGE>

NOTE 7 - OTHER CONTINGENT LIABILITIES:

The Company has previously been contacted by the New York State Workers
Compensation Board ("NYSWCB") assessing penalties for the alleged failure of the
Company to maintain Workman's Compensation insurance for certain periods in 2003
as described in the Company's Annual Report on Form 10-KSB. The Company
responded, with supporting detail, that it had maintained the required Workman's
Compensation insurance during the periods alleged to be in violation. During the
nine months ended November 30, 2007 the Company was again contacted by the
NYSWCB alleging the original approximately $1,500 assessment once again and a
judgment was entered against the Company in July 2007 related to this matter.
The Company has responded to NYSWCB vigorously contesting this matter and on
August 6, 2007, the NYSWCB issued a Satisfaction of Judgment in favor of the
Company resolving this matter.

NOTE 8 - NEW ACCOUNTING PRONOUNCEMENTS:

Effective March 1, 2007, the Company adopted the provisions of the FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an
interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 prescribes a
recognition threshold and a measurement attribute for the financial statement
recognition and measurement of tax positions taken or expected to be taken in a
tax return. For those benefits to be recognized, a tax position must be
more-likely-than-not to be sustained upon examination by taxing authorities. No
amounts were accrued for the payment of interest and penalties at March 1, 2007.
There was no change to this balance at November 30, 2007. Management is
currently unaware of any issues under review that could result in significant
payments, accruals or material deviations from its position. The adoption of the
provisions of FIN 48 did not have a material impact on the Company's financial
position, results of operations and cash flows.


                                       7
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation

      Factors and Risks That May Affect Future Results

      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 many risks include:

o     we have incurred significant net losses in the past and unless we receive
      additional financing, we may be forced to cease all operations and
      liquidate our company,
o     we may issue shares of our capital stock or debt securities to raise
      capital and to complete a business combination, which would reduce the
      equity interest of our stockholders and likely cause a change in control
      of our ownership,
o     if we merge with an unrelated business, we would likely divest our cardiac
      MRI technology, or such technology may remain with the Company and not
      receive any allocation any funding; it is unclear whether such technology
      has any remaining commercial value,
o     if we merge with an unrelated business, it is likely that our current
      officers and directors may resign upon consummation of a business
      combination,
o     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,
o     we may be unable to obtain additional financing that may be needed to fund
      the operations and/or growth of the target business,
o     we have no full time employees and are substantially dependent on the
      efforts of part-time management and members of the Board of Directors,
      working for per-diem or no cash compensation, none of whom are bound by
      term employment agreements and
o     our significant shareholders and executive officers and directors
      currently are able, by virtue of their position as managers of Magna
      Acquisition LLC, a 56% shareholder of the Company, (See Note 4 to the
      Company's Consolidated Financial Statements in its Annual Report, as well
      as Item 12. "Certain Relationships and Related Transactions", on Form
      10-KSB for the year ended February 28, 2007), to influence matters
      requiring stockholder approval and their interests may conflict with those
      of other shareholders.

      For a more complete listing and description of these and other risks that
the Company faces please see our Annual Report on Form 10-KSB for the year ended
February 28, 2007. 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. Any investment in our common stock involves a high
degree of risk.

      Overview, Background and History

      We are currently a "shell company" with no meaningful assets or operations
other than our efforts to identify and merge with an operating company. We no
longer have any full-time employees and our Chief Executive and Chief Financial
Officers serve on a part-time consulting basis.

      Prior to March 2003, our business had been focused on pre-revenue
development and commercialization of disposable medical devices designed to
enhance the effectiveness of magnetic resonance imaging in detection and
diagnosis of heart disease. Due to the unavailability of funding, beginning in
the Fall of 2002 we essentially ceased all of our operations including product
development and commercialization activities. Our efforts to realize value for
our prior business and MRI technology have been unsuccessful. Further, due to
the passage of a significant amount of time without any further development, it
is unclear whether our technology has any remaining commercial value. As a
result, we view our most viable option to be merging with an unrelated operating
company that would benefit from our status as a reporting company in a so-called
"reverse merger" transaction. Entering into a "reverse merger" would likely
involve very substantial dilution to the existing shareholders. It would,
however, provide an opportunity to return some value to shareholders. We do not
have any commitments to merge with any company, though we are having discussions
which could result in our entry into a definitive merger agreement. There is no
assurance that these, or any, discussions will result in a definitive merger
agreement.


                                       8
<PAGE>

      In order to raise cash to continue our efforts to pursue a reverse merger,
on October 31, 2005, the Company consummated a stock purchase agreement with
Magna Acquisition LLC ("MALLC") which resulted in a change of control of our
company. Under the agreement, we sold 300,000 shares of Class A Common Stock to
MALLC for gross proceeds of $190,000, before expenses. Contemporaneous with the
new investment, MALLC purchased from our former principal stockholder 307,727
shares of the Company's Class A Common Stock, representing all the shares of our
common stock owned by that 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. In October 2006, January 2007 and May
2007 we received an aggregate $60,000 from MALLC under interest bearing notes
payable which are now in default and bear a default interest rate of 15%. On
September 5, 2007 and October 30, 2007, the Company received an additional
aggregate $20,000 under notes payable to this shareholder. Such notes matures on
January 3, 2008 ($10,000) and February 28, 2008 ($10,000) and bear interest at
12% per year. The Company intends to make a proposal to MALLC to convert of all
amounts outstanding to it into common stock of the Company.

      While we have reduced our expenditures very significantly, we do not have
sufficient cash to continue our activities for the coming twelve months. We
currently do not have any commitments for new funding.

      Plan of Operations and Liquidity

      At November 30, 2007, we had approximately $7,000 in cash and our working
capital deficit and stockholders' deficit were both approximately $464,000. As
discussed further in Note 4, our principal shareholder loaned us $45,000 during
the nine months ended November 30, 2007. We continue to lose money. Net loss for
the nine months ended November 30, 2007 was approximately $156,000 and cash used
during the nine months totaled approximately $44,000.

      Our plan of operations for the coming twelve months is to pursue our
"reverse merger" strategy and to continue to take actions to preserve our cash
and public reporting to the extent possible and to raise capital, which is
needed. Our cash resources have been insufficient to preserve certain
intellectual property rights associated with our cardiac diagnostic technology.
However, our Chairman and President has expended approximately $68,000 on our
behalf through November 30, 2007 to fund the continued protection of certain of
such intellectual property rights. Those payments have ceased and the negative
effect on our intellectual property has not been determined. Additionally, we
believe that approximately $38,000 is owed to intellectual property counsel. We
do not have the cash resources to continue our plan for the coming twelve
months, even at our reduced compensation and expenditure levels. As such, we may
have to take further measures or cease activities altogether, including possibly
terminating our public reporting status.

      Should we enter into a "reverse-merger" transaction, it is highly unlikely
that any funds would be allocated to our prior cardiac diagnostic business
(which business would require significant capital). Further, since we do not
have the cash to continue to preserve the intellectual property of that
business, we may be forced to abandon it altogether.

      Critical Accounting Principles -

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

      Going Concern Consideration - Our condensed consolidated financial
statements have been prepared assuming we are a "going concern". We are in need
of immediate substantial additional capital or a strategic business arrangement
in order to continue our planned activities. There can be no assurance that our
plans to address this need can be realized. As such, we may be unable to
continue operations as a going concern. No adjustment has been made in the
condensed consolidated financial statements which could result should we be
unable to continue as a going concern.


                                       9
<PAGE>

Item 3. Evaluation of Disclosure 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-14(c) and 15-d-14(c)) as of the end of the
reporting period (the "Evaluation Date"), have concluded that as of the
Evaluation Date, our disclosure controls and procedures were adequate and
designed to ensure that material information relating to us and our consolidated
subsidiary and required to be included in the reports we file or submit to the
Securities and Exchange Commission would be made known to them by others within
those entities.

(b) Changes in internal controls. In connection with the evaluation referred to
in (a) above, we have identified no change in our internal control of financial
reporting that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

         _____________________________________

PART II - OTHER INFORMATION

Item 3. Defaults Upon Senior Securities

      As discussed in Managements Discussion and Analysis or Plan of Operation -
Overview, Background and History, $60,000 principal amount of 12% notes payable
to Magna Acquisition LLC ("MALLC) are in default as a result of their
non-payment when due. Such notes now carry a default rate of interest of 15%.
MALLC has waived the cross default that would otherwise result from the above
default with respect to an additional $25,000 principal amount of notes payable
to MALLC that were issued subsequent to the above defaults. On January 3, 2008,
an additional $10,000 of such notes were in default by reason of their
non-payment when due and such notes now carry a default interest rate of 15%.


Item 5. Other Information

      In September 2007, the Company borrowed $10,000 from MALLC at an interest
rate of 12% per year, principal and interest due and payable 120 days
thereafter. On October 30, 2007, the Company borrowed $10,000 from MALLC at an
interest rate of 12% per year, principal and interest due and payable 120 days
thereafter. On January 10, 2008, the Company borrowed $5,000 from MALLC at an
interest rate of 12% per year, principal and interest due and payable 120 days
thereafter. For a description of other borrowings from and transactions with
MALLC, see Note 4 to Condensed Consolidated Financial Statements.

Item 6. - Exhibits

            10.16 Note Payable to Magna Acquisition LLC dated October 30, 2007

            10.17 Note Payable to Magna Acquisition LLC dated January 10, 2008

            31.1  Certification of Principal Executive Officer pursuant to
                  Exchange Act Rule 13a - 14(a), as adopted pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002.
            31.2  Certification of Principal Financial Officer pursuant to
                  Exchange Act Rule 13a - 14(a), as adopted pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002.
            32.1  Certification of Principal Executive Officer pursuant to 18
                  U.S.C. 1350 as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.
            32.2  Certification of Principal Financial Officer pursuant to 18
                  U.S.C. 1350 as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.


                                       10
<PAGE>

                                   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 10, 2008    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)


                                       11
<PAGE>

                                INDEX TO EXHIBITS

 No.                              Description
-----                             -----------

10.16 Note Payable to Magna Acquisition LLC dated October 30, 2007
10.17 Note Payable to Magna Acquisition LLC dated Janaury 10, 2008.
31.1  Certification of Principal Executive Officer pursuant to Exchange Act Rule
      13a - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002.
31.2  Certification of Principal Financial Officer pursuant to Exchange Act Rule
      13a - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002.
32.1  Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2  Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.