U.S. SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
  FORM 10-Q
  (Mark One)
  x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the quarterly period ended: May 31, 2011
  OR
  o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE 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

(IRS Employer Identification No.)incorporation or organization)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 xNo 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 oNon-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-2of the Exchange Act). Yes xNo 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 practicabledate – July 10, 2011
  Class A Common Stock, $.001 Par Value

1,176,025Class B Common Stock, $.001 Par Value

3,304Class

Shares
  CONTENTS
  MAGNA-LAB INC. AND SUBSIDIARYCONTENTSPART 1 – FINANCIAL INFORMATIONItem 1. – Financial StatementsCondensed Consolidated Balance Sheets
1Condensed Consolidated Statements of Operations
2Condensed Consolidated Statements of Cash Flows
3Condensed Consolidated Statement of Stockholders’ Deficit
4Notes to Condensed Consolidated Financial Statements
5 - 7Item 2. – Management’s Discussion and Analysis of Financial ConditionAnd Results of Operations
8 - 9Item 3. – Quantitative and Qualitative Disclosures about Market Risk
9Item 4T. – Controls and Procedures
10PART II - OTHER INFORMATIONItem 1A. – Risk Factors
10Item 3. – Defaults Upon Senior Securities
11Item 6. – Exhibits
11SIGNATURES
11
   All items which are not applicable or to which the answer is negative have been omitted from this report.
  CONTENTS
  PART I:
FINANCIAL INFORMATION

Item 1. - Financial Statements
  MAGNA-LAB INC. AND SUBSIDIARY
  CONDENSED CONSOLIDATED BALANCE SHEETS
  ASSETSMay 31,


February 28,2011


2011(unaudited)CURRENT ASSETS:Cash

$
3,000


$
7,000Prepaid expense


-



3,000Total current assets

$
3,000


$
10,000LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIES:Notes payable and accrued interest payable to a shareholder

$
320,000


$
311,000Accounts payable (including approximately $68,000 which is payable tothe Company’s President for expenses he paid on the Company’s behalf)


388,000



385,000Accrued expenses and other current liabilities


37,000



33,000Total current liabilities


745,000



729,000STOCKHOLDERS' 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 sharesauthorized, 1,176,025 and 1,176,025 shares issued and outstanding,respectively


1,000



1,000Common stock, Class B, par value $.001 per share, 3,750,000 sharesauthorized, 18,750 shares issued and 3,304 shares outstanding


-



-Capital in excess of par value


27,180,000



27,180,000Accumulated deficit


(27,923,000
)


(27,900,000
)Total stockholders' deficit


(742,000
)


(719,000
)Total liabilities and stockholders’ deficit

$
3,000


$
10,000
 
  See accompanying notes to the condensed consolidated financial statements.
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 MAGNA-LABINC. AND SUBSIDIARY
  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 Three months ended May 31, 2011 and 2010
 (unaudited)
  2011


2010REVENUES

$
-


$
-OPERATING EXPENSES:General and administrative


14,000



16,000LOSS FROM OPERATIONS


(14,000
)


(16,000
)OTHER EXPENSE - Interest expense


9,000



7,000NET LOSS

$
(23,000
)

$
(23,000
)WEIGHTED AVERAGE NUMBEROF COMMON SHARES OUTSTANDING


1,179,000



1,179,000NET LOSS PER COMMON SHARE,basic and diluted

$
(0.02
)

$
(0.02
)
   See accompanying notes to the condensed consolidated financial statements.
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  MAGNA-LABINC. AND SUBSIDIARY
  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three months ended May 31, 2011 and 2010
 (unaudited)
  2011


2010CASH FLOWS FROM OPERATING ACTIVITIES:Net loss

$
(23,000
)

$
(23,000
)Adjustments to reconcile net loss to net cash used in operating activities:Effect on cash of changes in operating assets and liabilities:Prepaid expenses and other assets


3,000



3,000Accounts payable, accrued liabilities and all other


16,000



15,000NET CASH USED IN OPERATING ACTIVITIES


(4,000
)


(5,000
)CASH PROVIDED BY FINANCING ACTIVITIES:Proceeds received from notes payable to shareholder


-



-NET INCREASE (DECREASE) IN CASH


(4,000
)


(5,000
)CASH:Beginning of period


7,000



6,000End of period

$
3,000


$
1,000
 
  See accompanying notes to the condensed consolidated financial statements.
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  MAGNA-LABINC. AND SUBSIDIARY
  CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
 For the three months ended May 31, 2011 (unaudited)
  Capital inCommon Stock





ExcessClass A


Class B


of Par


AccumulatedShares

Amount


Shares


Amount


Value


DeficitBALANCES, February 28, 2011


1,176,025


$
1,000



3,304


$
-


$
27,180,000


$
(27,900,000
)NET LOSS (unaudited)


-



-



-



-



-



(23,000
)BALANCES, May 31, 2011 (unaudited)


1,176,025


$
1,000



3,304


$
-


$
27,180,000


$
(27,923,000
)
 
  See accompanying notes to the condensed consolidated financial statements.
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  MAGNA-LABINC. 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-Q and Article 8 of Regulation S-X for small business issuers and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America.  The condensed consolidated financial statements include the accounts of Magna-Lab Inc. and its wholly owned subsidiary, Cardiac MRI, Inc. (collectively, 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-K for the year ended February 28, 2011.  The operating results for the three months ended May 31, 2011 are not necessarily indicative of the results that may be expected for the year ended February 28, 2012.
 
 Management has evaluated subsequent events through July 12, 2011 in preparing these condensed consolidated financial statements.
 
 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 May 31, 2011, the Company had approximately $3,000 of cash and approximately $742,000 in negative working capital and stockholders’ deficit and negative cash flows from operations.  For the three months ended May 31, 2011, the Company had a net loss of approximately $23,000 and utilized approximately $4,000 of cash in operating activities.  Further, losses are continuing subsequent to May 31, 2011.  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, 2011.  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, raise substantial doubt about the Company’s ability to continue operations as a going concern.  No adjustment has been made in the accompanying condensed consolidated financial statements to the amounts and classification of assets and liabilities which could result should the Company be unable to continue as a going concern.
 
 NOTE 3 – NET LOSS PER COMMON SHARE:
 
 The Company complies with the accounting and reporting requirements of U.S. Generally Accepted Accounting Principles (“GAAP”) with respect to computing its net loss per common share.  Net loss per common share is computed based on the weighted average number of Class A Common and Class B Common shares outstanding.
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  Basic loss per share excludes dilution and is computed by dividing loss available to common stockholders by the weighted average common shares outstanding for the year.  Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.  Since there are no options, warrants or derivative securities outstanding, basic and diluted loss per share were the same for the three month periods ended May 31, 2011 and 2010.
 
 NOTE 4 – NOTES PAYABLE:
 
 Notes payable include 12% unsecured notes payable to the Company’s principal shareholder in the aggregate principal amount of $230,000, plus approximately $90,000 of interest accrued.  Such notes become due 120 days after issuance and, as such, $230,000 principal amount of such notes are overdue at May 31, 2011.  The notes that are overdue bear interest at 15% per year subsequent to their maturity date.  The Company intends to make a proposal to this principal shareholder to convert all amounts outstanding to them (including overdue amounts) into common stock of the Company.
 
 On June 10, 2011, this shareholder loaned the Company an additional $25,000 on the same terms as above.
 
 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.
 
 Accrued expenses includes approximately $18,000 payable to a third party, guaranteed by our principal shareholder, for amounts paid to an account payable in October 2007 on our behalf.  This amount is repayable if the proposed merger transaction with this party is not completed.  This party subsequently merged with a third party and abandoned its possible transaction with the Company, however there has not been a demand for repayment of this amount.   The Company believes it is entitled to recovery of certain costs from this third party associated with that proposed transaction pursuant to understandings between the parties.
 
 See also Notes 3 and 8 to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended February 28, 2011 for other information on outstanding liabilities and related matters.
 
 There was no activity in the restructuring accrual for the pre-1997 activities during the three months ended May 31, 2011 or 2010.  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 accordance with GAAP, the Company recognizes 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.  Stock awards to consultants and other non-employees are accounted for based on an estimate of their fair value at the time of grant.  The fair value of each option or warrant grant under GAAP 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 90,000 shares of class A common stock for issuance to directors and management in the event that their efforts result in Board approval of a merger or financing transaction.    The criteria for recognition of this share compensation was met on July 24, 2008 and the Company recorded stock-based compensation expense of approximately $10,000 reflecting the fair value of the 90,000 shares at the date of entry into the agreement at the closing bid price of the Company’s stock.  Because of cash constraints, the Company has not been able to issue such shares.  However, for accounting purposes, the Company has accounted for such shares as though they have been issued.
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  NOTE 7 – EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS:
  In December 2009, GAAP was changed with respect to improvements to financial reporting by enterprises involved with variable interest entities.  The new standard requires a qualitative approach for determining the primary beneficiary of a variable interest entity and replaces the quantitative evaluation previously set forth.  This approach is focused on identifying the reporting entity that has the ability to direct the activities of a variable interest entity that most significantly affects the entity's economic performance and has the obligation to absorb the entity's losses or has the right to receive benefits from the entity. This new standard, among other things, will require enhanced disclosures about a reporting entity's involvement in variable interest entities. The guidance under the new standard is effective for the first annual period beginning after November 15, 2009, and interim periods within that first annual period. The Company has adopted this guidance effective for the fiscal year beginning March 1, 2010.  The adoption did not have a material effect on the Company’s condensed consolidated financial statements.
 
 In July 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-20 Receivables – Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses (“ASU NO 2010-20”).  ASU 2010-20 will require a company to provide more information about the credit quality of its financing receivables in the disclosures to the consolidated financial statements, including aging information and credit quality indicators.  Both new and existing disclosures must be disaggregated by portfolio segment or class.  The disaggregation of information is based on both how a company develops its allowance for credit losses and how it manages its credit exposure.  ASU No. 2010-20 is effective for interim and annual reporting periods after December 15, 2010.  The adoption of ASU 2010-20 is not expected to have a material effect on the Company’s consolidated financial statements.
 
 In May 2011, the FASB and International Accounting Standards Board (“IASB”) (collectively the “Boards”) issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”).  ASU 2011-04 created a uniform framework for applying fair value measurement principles for companies around the world and clarified existing guidance in US GAAP.  ASU 2011-04 is effective for the first reporting annual period beginning after December 15, 2011 and shall be applied prospectively.  We no not expect this standard to have any material effect on our consolidated financial statements.
 
 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements.
 
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 Item 2.
Management's Discussionand Analysis of Financial Condition and Results of Operations
  Forward Looking Statements
  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.   See our Form 10-K for the year ended February 28, 2011 for a discussion of certain known risks; also see Part II, Item 1A.
 
 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.  While we have identified and explored merging with a number of candidates over the past few years, and entered into definitive agreements with one candidate (which agreement was subsequently terminated) we have no commitments to merge with any company at the present time.
 
 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.
 
 MALLC has been responsible for substantially all of our funding since October 2005.  During the period from October 2005 to May 31, 2011, MALLC loaned us an aggregate $230,000 under a series of promissory notes payable that mature 120 days from issuance.  At May 31, 2011, $230,000 face amount of such notes were beyond their maturity date and therefore due on demand.  The notes bear interest at 12% per year increasing to 15% per year for periods beyond maturity.  On June 10, 2011, MALLC loaned us an additional $25,000 on the same terms as the prior notes.  The Company intends to make a proposal to MALLC to convert all of the amounts outstanding to them (including overdue amounts) 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.
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  Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
 Financial Condition, Liquidity and Capital Resources -At May 31, 2011, the Company had approximately $3,000 cash and approximately $742,000 in negative working capital and stockholders’ deficit and negative cash flows from operations.  For the three months ended May 31, 2011, the Company had a net loss of approximately $23,000 and utilized approximately $4,000 of cash in operating activities.  Further, losses are continuing subsequent to May 31, 2011.  While our principal shareholder did loan us an additional $25,000 in June 2011, such amount is not sufficient to fund our operations for the coming twelve months.  We have no commitments for future funding.  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, 2011.  These factors, among others, raise substantial doubt about the Company’s ability to continue operations as a going concern.
 
 Our plan of operations for the coming twelve months is to pursue our “reverse merger” strategy by seeking, evaluating and negotiating with merger candidates and to continue to take actions to preserve our cash and continue our public reporting.  We do not have the cash resources to continue our plan for the coming twelve months, even at our reduced expenditure levels.  As such, we may have to take further measures or cease activities altogether, including terminating our public reporting status.
 
 Should we enter into a “reverse-merger” transaction, it is highly unlikely that any funds would be allocated to our prior cardiac diagnostic business (which business would require significant capital).  Further, we do not have the cash to preserve the intellectual property of that business and therefore we have ceased making efforts to preserve such technology and we may be forced to abandon it altogether.
 
 We currently have no material commitments for capital expenditures.
 
 Results of Operations –During the three months ended May 31, 2011, our net loss was approximately $23,000 compared to a net loss of approximately $23,000 in the three months ended May 31, 2010.  The higher debt levels and higher default interest in the three months ended May 31, 2011 resulted in an increase in interest expense of approximately $2,000 which was offset by decreases in other operating costs.
 
 Our expenses, particularly professional and consulting fees, can increase significantly if we are actively engaged in negotiations for a merger transaction.  There can be no assurance that any of our activities will result in any transaction.  Our interest expenses are increasing with additional outstanding borrowings which are increasingly at default interest rates (15%).
 
 Off Balance Sheet Arrangements -
 
 The Company has no material off balance sheet arrangements that are likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital resources or capital expenditures.
 
 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:
 
 Use of Estimates, 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.
 
 Item 3.  Quantitativeand Qualitative Disclosures About Market Risk
 
 Market risk is the sensitivity of income or loss to changes in interest rates, foreign exchanges, commodity prices, equity prices, and other market driven rates or prices.  We are not presently engaged in any substantive commercial business.  Accordingly, the risks associated with foreign exchange rates, commodity prices, and equity prices are not significant.  Our debt obligations contain interest rates that are fixed and we do not enter into derivatives or other financial instruments for trading or speculative purposes.
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  Item 4T. Controlsand Procedures
 
 (a) Evaluation of Disclosure Controls and Procedures.The Company’s senior management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) designed to ensure that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
  The Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures under the supervision of and with the participation of management, including the Chief Executive Officer and our Chief Financial Officer as of the end of the period covered by this report.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.
  (b) Changes in Internal Control Over Financial Reporting. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during our most recently completed fiscal quarter which is the subject of this report  that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
  There are inherent limitations in any system of internal control. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that its objectives are met. Further, the design of a control system must consider that resources are not unlimited and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgment in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.
 _____________________________________
  PART II- OTHER INFORMATION
 
 Item 1A. Risk Factors
 
 Any investment in our common stock involves a high degree of risk.Some of these many known risks that affect an investment in our Company (there can be others) include:
  ·
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,
 ·
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,
 ·
if we merge with an unrelated business, we would likely divest of any of our remaining 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,
 ·
if we merge with an unrelated business, it is likely that our current officers and directors may resign upon consummation of a business combination,
 ·
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,
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  ·
we may be unable to obtain additional financing that may be needed to fund the operations and/or growth of the target business,
 ·
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
 ·
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, 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-K for the year ended February 28, 2011.
 
 Item 3.  DefaultsUpon Senior Securities
 
 As discussed in Managements Discussion and Analysis of Financial Condition and Results of Operations – Overview, Background and History, $230,000 principal amount of 12% notes payable to Magna Acquisition LLC (“MALLC) are in default at May 31, 2011 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.
 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.
  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:  July 14, 2011

By:
/s/ Lawrence A. MinkoffLawrence A. Minkoff, Chairman, President and Chief

Scientific Officer  (Principal Executive Officer)By:
/s/ Kenneth C. RiscicaKenneth C. Riscica, Treasurer and Secretary

(Principal Financial and Accounting Officer)
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  INDEX TO EXHIBITS
 
 No.



31.1
Description



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 toSection 906 of the Sarbanes-Oxley Act of 2002.