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, 2006

      |_|   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 2, 2006

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                         2

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS              3

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS              4

                CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT    5

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS       6 - 8

      ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
                OPERATION                                                 9 - 10

      ITEM 3 - DISCLOSURE CONTROLS AND PROCEDURES                           11

PART II - OTHER INFORMATION

      ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS              11

      ITEM 6 - EXHIBITS                                                     11

SIGNATURES                                                                  12

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


                                       1
<PAGE>

PART I: FINANCIAL INFORMATION

      Item 1. - Financial Statements

                          MAGNA-LAB INC. AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEET
                          November 30, 2006 (unaudited)

<TABLE>
<CAPTION>
                                             ASSETS
<S>                                                                                <C>
CURRENT ASSETS:
  Cash                                                                             $     10,000
  Prepaid expenses                                                                       10,000
                                                                                   ------------

      Total current assets
                                                                                   $     20,000
                                                                                   ============

                             LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable (including approximately $68,000 which is payable to the
    Company's President for expenses he paid on the Company's behalf)              $    236,000
  Accrued expenses and other current liabilities                                         55,000
  Notes payable (including approximately $26,000 payable to a shareholder)               32,000
                                                                                   ------------

      Total current liabilities                                                         323,000
                                                                                   ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
  Preferred stock, par value $.01 per share, 5,000,000
    shares authorized, no shares 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, 3,304 shares outstanding              --
  Capital in excess of par value                                                     27,170,000
  Accumulated deficit                                                               (27,474,000)
                                                                                   ------------
      Total stockholders' deficit                                                      (303,000)
                                                                                   ------------
                                                                                   $     20,000
                                                                                   ============
</TABLE>

See accompanying Notes


                                        2
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             Three and nine months ended November 30, 2006 and 2005
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                       Three months ended                   Nine months ended
                                                                           November 30,                        November 30,
                                                                  -----------------------------       -----------------------------
                                                                     2006              2005              2006              2005
                                                                  -----------       -----------       -----------       -----------
<S>                                                               <C>               <C>               <C>               <C>
REVENUES                                                          $        --       $        --       $        --       $        --
                                                                  -----------       -----------       -----------       -----------

COSTS AND EXPENSES:
  General and administrative                                           52,000            66,000           109,000           155,000
  Stock compensation charge                                                --             6,000                --             6,000
  Gain from settlement with management and directors                       --          (101,000)               --          (101,000)
                                                                  -----------       -----------       -----------       -----------

NET INCOME (LOSS)                                                 $   (52,000)      $    29,000       $  (109,000)      $   (60,000)
                                                                  ===========       ===========       ===========       ===========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING,
 BASIC AND DILUTED                                                  1,089,330           858,000         1,089,330           783,000
                                                                  ===========       ===========       ===========       ===========

NET INCOME (LOSS) PER SHARE, BASIC AND DILUTED                    $     (0.05)      $      0.03       $     (0.10)      $     (0.08)
                                                                  ===========       ===========       ===========       ===========
</TABLE>

See accompanying Notes


                                        3
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Nine months ended November 30, 2006 and 2005
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                            2006            2005
                                                                          ---------       ---------
<S>                                                                       <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                $(109,000)      $ (60,000)
                                                                          ---------       ---------
  Adjustments to reconcile net loss to cash used in operations:
    Gain from settlements with management and directors                          --        (101,000)
    Stock compensation charge                                                    --           6,000
    Effect on cash of changes in operating assets and liabilities:
      Prepaid expenses and other assets                                      (1,000)        (10,000)
      Accounts payable, accrued liabilities and all other                    55,000          54,000
                                                                          ---------       ---------
        Total adjustments                                                    54,000         (51,000)
                                                                          ---------       ---------

NET CASH USED IN OPERATING ACTIVITIES                                       (55,000)       (111,000)
                                                                          ---------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  None

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash received for notes payable                                            25,000           6,000
  Payments of note payable                                                   (9,000)        (23,000)
  Sale of common stock                                                           --         190,000
  Payments of stock issuance expenses                                            --         (30,000)
                                                                          ---------       ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                    16,000         143,000
                                                                          ---------       ---------

NET INCREASE (DECREASE) IN CASH                                             (39,000)         32,000
CASH:
  Beginning of period                                                        49,000          45,000
                                                                          ---------       ---------
  End of period                                                           $  10,000       $  77,000
                                                                          =========       =========

SUPPLEMENTAL INFORMATION ON NON-CASH TRANSACTIONS
  Notes payable used to finance insurance                                 $  16,000       $  33,000
                                                                          =========       =========
  Stock issued to settle liabilities with management and directors        $      --       $  12,000
                                                                          =========       =========
</TABLE>

See accompanying Notes.


                                       4
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
             For the nine months ended November 30, 2006 (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, 2006         1,086,025      $      1,000         3,304      $         --      $ 27,170,000      $(27,365,000)

NET LOSS                                   --                --            --                --                --          (109,000)
                                    -----------------------------------------------------------------------------------------------
BALANCES, November 30, 2006         1,086,025      $      1,000         3,304      $         --      $ 27,170,000      $(27,474,000)
                                    ===============================================================================================
</TABLE>

See accompanying Notes.


                                       5
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION:

The accompanying condensed consolidated financial statements have been prepared
in accordance with the instructions to Form 10-QSB and do not include all of the
information and disclosures required by accounting principles generally accepted
in the United States of America. All adjustments which are of a normal recurring
nature and, in the opinion of management, necessary for a fair presentation have
been included. These statements should be read in conjunction with the more
complete information and consolidated financial statements and notes thereto
included in the Company's annual report on Form 10-KSB for the year ended
February 28, 2006.

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

Company Activities - Magna-Lab Inc. and Subsidiary (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 consolidated
financial statements, at November 30, 2006, the Company had approximately
$10,000 in cash and approximately $303,000 in negative working capital and
stockholders' deficit. For the nine months ended November 30, 2006, the Company
had a net loss of approximately $109,000 and utilized approximately $39,000 of
cash. Further, losses are continuing subsequent to November 30, 2006. 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, 2006. The Company's plans to deal
with this uncertainty are described above in "Company Activities." Management's
plans to raise capital, enter into a strategic arrangement or sell or 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 - INCOME (LOSS) PER SHARE OF COMMON STOCK:

Net income (loss) per share is computed based on 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 income per share. Since the effect of outstanding options is antidilutive,
they have been excluded from the Company's computation of net loss per share.
Therefore, basic and diluted income (loss) per share were the same for all
periods presented.

NOTE 4 - ACCOUNTS PAYABLE, ACCRUALS AND NOTES PAYABLE:

Approximately $90,000 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.


                                       6
<PAGE>

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.

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, 2006 for
other information on outstanding liabilities and related matters.

There was no activity in the restructuring accrual for the pre-1997 activities
during the quarter and nine months ended November 30, 2006 or 2005. The Company
periodically adjusts the remaining accrual based on the status of the matters
and activity given the passage of time.

During the quarter ended November 30, 2005, the Company entered into a
Settlement and Release Agreement with management and former management settling
accounts payable of approximately $113,000 for the payment of 2,973,923 shares
of class A common stock of the Company. The difference between the estimated
fair value of the shares given and the recorded liability is recorded as Gain on
settlement with management and directors in the accompanying consolidated
financial statements. See also Note 5.

Notes payable includes (a) a 12% unsecured note payable to the Company's
principal shareholder in the principal amount of $25,000 which is due on January
27, 2007 and (b) an unsecured note payable of approximately $7,000 payable over
four months to a credit company, including deferred interest of less than
$1,000. In October 2005, two officers and another party loaned the Company an
aggregate of approximately $6,000 on a demand, non-interest bearing basis. Such
loan was repaid in November 2005.

NOTE 5 - COMMON STOCK, REVERSE STOCK SPLIT IN 2006 AND CHANGE IN CONTROL IN
2005:

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 in the accompanying condensed consolidated financial
statements have been retroactively adjusted to reflect the reverse-split for all
periods presented.

On October 31, 2005, the Company entered into and consummated a stock purchase
agreement with Magna Acquisition LLC (the "Purchaser"). Under the agreement, the
Company issued and sold to the Purchaser 30,000,000 shares of Class A Common
Stock ("Common Stock") in consideration for gross cash proceeds of $190,000,
before expenses (the "New Investment"). Two directors of the Company and the
Company's Chief Financial Officer serve as sole managers of the Purchaser, with
the ability to vote and dispose of such shares owned by the Purchaser by
majority vote. None of the managers, nor any other affiliates of the Company
prior to the transaction, had any economic interest in the Purchaser and, except
as noted above, to our knowledge none of such persons has any other material
relationship with the Purchaser.

Contemporaneous with the New Investment, the Purchaser purchased from the
Company's former principal stockholder, Noga Investments in Technology Ltd.
("Noga"), a company in receivership, 30,772,729 shares of the Company's Common
Stock, constituting all of the shares of Common Stock owned by Noga (the "Noga
Purchase"). The total purchase price for such shares was $60,000, all of which
was funded with the Purchaser's own funds.

In connection with and as a condition to consummation of the Noga Purchase and
the New Investment, the Company delivered a release in favor of Noga covering
certain claims the Company may have had against Noga. The Company has assigned
no value to the release as it released claims which had been abandoned in 2002
as unrealizable under any circumstances. Additionally the Company agreed to pay,
and paid, $43,000 of the Purchaser's legal costs in connection with the New
Investment and the Noga Purchase. A portion of such legal costs associated with
the Noga Purchase were charged to the Condensed Consolidated Statement of
Operations.

As a condition to the New Investment, the Company entered into a Settlement and
Release Agreement with members of management and former management under which
such persons released claims for deferred compensation totaling $113,000 and
canceled options to purchase an aggregate of 2,325,000 shares of Common Stock,
in consideration for the issuance to such individuals of an aggregate of
2,973,923 shares of Common Stock. See also Note 4. In addition, the Company


                                       7
<PAGE>

granted to an officer 1,500,000 shares of Common Stock previously reserved for
issuance to him as additional compensation. Compensation expense was recorded
for the estimated fair value of the shares granted.

As a result of the New Investment and Noga Purchase, the Purchaser acquired an
aggregate of 60,772,729 shares of Common Stock, representing approximately 56%
of the Company's issued and outstanding shares of Common Stock, and
approximately 55 % of the voting power represented by the Company's issued and
outstanding Common Stock, after consummation of the transactions described
above.

NOTE 6 - STOCK BASED COMPENSATION:

The Company previously accounted for employee and director stock-based
compensation arrangements in accordance with the provisions of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
(APBO No. 25), and related interpretations, and complied with the disclosure
provisions of Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock Based Compensation" and SFAS No. 148 "Accounting for Stock
Based Compensation - Transition and Disclosure." The Company was required to
disclose the pro forma net income as if the fair value method defined in SFAS
No. 123 had been applied to employee and director stock based compensation. Had
compensation cost for the Company's stock options granted to employees and
directors been determined consistent with SFAS No. 123, there would have been no
effect on the Company's net income (loss) and net income (loss) per share for
the three and nine months ended November 30, 2005.

In December 2004, the FASB issued SFAS 123R, "Share-Based Payment". This
statement is a revision of SFAS 123, "Accounting for Stock Issued to Employees,"
and is effective, for the Company, as of the beginning March 2006 as further
described in Note 2 to our Consolidated Financial Statements contained in our
Annual Report on Form 10-KSB for the year ended February 28, 2006. 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, and had no unvested
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.

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.

NOTE 7 - OTHER CONTINGENT LIABILITIES:

During the nine months ended November 30, 2006, the Company was contacted by the
New York State Workers Compensation Board ("NYSWCB") assessing, in two matters,
penalties which aggregate approximately $15,000 for the alleged failure of the
Company to maintain Workman's Compensation insurance for certain periods in
2003. The Company responded, with supporting detail, that it had maintained the
required Workman's Compensation insurance during the periods alleged to be in
violation. The Company has heard nothing further with respect to one assessment
totaling approximately $13,500 but the other assessment for approximately $1,500
was turned over to a collection agency. After providing additional supporting
detail to the collection company, this matter was dropped by the collection
company. In November 2006, the Company was again contacted by the NYSWCB
alleging the original approximately $1,500 assessment once again. The Company
has responded to NYSWCB and continues to vigorously contest this matter as it
maintained the required insurance.

During the nine months ended November 30, 2006, the Company was contacted by the
New York State Department of Taxation and Finance ("NYSDTF") assessing
additional income taxes, interest and penalties in the aggregate of
approximately $6,000 for the fiscal year ended February 28, 2003. The Company
has responded that no additional tax is due and provided information to support
that position. NYSDTF has responded by requesting additional information.
Additional information has been provided to NYSDTF but has not been deemed
sufficient. The Company continues to vigorously contest this matter as it
believes that no additional tax is due.


                                       8
<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, have very limited
      resources 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 expect to divest our cardiac
      MRI technology, partly in connection with or in anticipation of a merger
      with an unrelated business or such technology may remain with the Company
      and not receive any priority in allocation of any funding that may be
      available,

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 largest shareholder and certain of our executive officers, by virtue
      of their position as managers of our largest shareholder (who holds
      approximately 56% of our voting stock) are able 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, 2006. 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. 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.


                                       9
<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 30,000,000 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
30,772,729 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. On September 29, 2006, the Company
executed a promissory note in favor of MALLC in exchange for proceeds of
$25,000. The promissory note is payable on January 27, 2007 with interest
calculated at 12% per annum.

      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, 2006, we had approximately $10,000 in cash and our working
capital deficit and stockholders' deficit were both approximately $303,000. Net
loss for the nine months ended November 30, 2006 was approximately $109,000 and
cash used during the nine months totaled approximately $39,000. We continue to
lose money.

      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. 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.

      On September 29, 2006 the Company borrowed $25,000 from its principal
shareholder as described above. The Company believes that the proceeds of that
borrowing will be exhausted during January 2007 and the Company will either have
to raise additional funds at that time or cease operations.

      Our cash resources have been insufficient to preserve certain intellectual
property rights associated with our cardiac diagnostic technology. Our Chairman
and President has expended approximately $68,000 on our behalf through November
30, 2006 to fund the continued protection of certain of such intellectual
property rights. Additionally, approximately $22,000 is owed to intellectual
property counsel and it is unclear whether such payments will continue to be
made by the Chairman and President to fund these expenditures that we can no
longer fund. Further, since we do not have the cash to continue to preserve the
intellectual property of that business, we are likely to be forced to abandon it
altogether. 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).

      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.


                                       10
<PAGE>

Item 3. 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.

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.

PART II - OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Shareholders

At its special meeting of shareholders held on November 17, 2006 the
shareholders voted to approve an amendment to the Company's Restated Certificate
of Incorporation effecting a 1:100 reverse split of the outstanding shares of
Class A Common Stock and Class B Common Stock (the "Reverse-split"). The votes
cast at the special meeting were as follows:

             Votes for            Votes against           Abstain
      ------------------------------------------------------------------
            64,841,574                  0                    0

Item 6. - Exhibits

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

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

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

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


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<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, 2007                        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
<PAGE>

                                INDEX TO EXHIBITS

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

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

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

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

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


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