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, 2002

      |_|   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                                 (IRS Employer
of Incorporation or organization)                            Identification No.)

              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 |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date - January 10, 2002

Class A Common Stock, $.001 Par Value                            74,079,453

Class B Common Stock, $.001 Par Value                               379,485
               Class                                               Shares

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


<PAGE>

PART I: FINANCIAL INFORMATION

      Item 1. - Financial Statements

                          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' EQUITY             5

          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS               6-9

    ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION    10-13

    ITEM 3. - EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES                14

PART II - OTHER INFORMATION

    ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K                                14

SIGNATURES                                                                    15

CERTIFICATIONS                                                             16-17

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


                                       1

<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEET
                          November 30, 2002 (unaudited)

                                     ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                        $    943,000
  Inventory, deposits and prepaid expenses                               40,000
                                                                   ------------

     Total current assets                                               983,000

PROPERTY AND EQUIPMENT, net                                              20,000
                                                                   ------------
                                                                   $  1,003,000
                                                                   ============




                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

  Accounts payable                                                 $    423,000
  Accrued expenses and other current liabilities                        512,000
                                                                   ------------
        Total current liabilities                                       935,000
                                                                   ------------


COMMITMENTS AND CONTINGENCIES (Note 8)

STOCKHOLDERS' EQUITY:
  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, 74,079,453 shares issued and outstanding         74,000
  Common stock, Class B, par value $.001 per share,
     3,750,000 shares authorized, 1,875,000 shares issued,
     379,485 shares outstanding                                           1,000
  Capital in excess of par value                                     26,878,000
  Accumulated deficit                                               (26,885,000)
                                                                   ------------
        Total stockholders' equity                                       68,000
                                                                   ------------
                                                                   $  1,003,000
                                                                   ============


See accompanying Notes


                                       2
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                         Three months ended              Nine months ended
                                                         ------------------              -----------------
                                                            November 30,                    November 30,
                                                            ------------                    ------------
                                                       2002            2001            2002            2001
                                                   ------------    ------------    ------------    ------------
<S>                                                <C>             <C>             <C>             <C>
REVENUES                                           $         --    $         --    $         --    $         --
                                                   ------------    ------------    ------------    ------------

COSTS AND EXPENSES:
  Selling, general and administrative, including
   $59,000 provision for uncollected receivable
   from related party in the nine months 2002           612,000         782,000       1,605,000       1,712,000
  Stock compensation charge                              24,000         178,000         519,000         525,000
  Research and development                              190,000         493,000         879,000       1,026,000
                                                   ------------    ------------    ------------    ------------
                                                        826,000       1,453,000       3,003,000       3,263,000
                                                   ------------    ------------    ------------    ------------

OTHER INCOME (EXPENSE):
  Other income                                           19,000              --          19,000              --
  Interest income                                         4,000          29,000          21,000         127,000
                                                   ------------    ------------    ------------    ------------
NET LOSS                                           $   (803,000)   $ (1,424,000)   $ (2,963,000)   $ (3,136,000)
                                                   ============    ============    ============    ============

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING,
 BASIC AND DILUTED                                   74,460,000      72,500,000      74,460,000      71,100,000
                                                   ============    ============    ============    ============

NET LOSS PER SHARE,
  BASIC AND DILUTED                                $      (0.01)   $      (0.02)   $      (0.04)   $      (0.04)
                                                   ============    ============    ============    ============
</TABLE>


See accompanying Notes


                                       3
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                Nine months ended November 30,
                                                                ------------------------------
                                                                      2002           2001
                                                                  -----------    -----------
<S>                                                               <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                        $(2,963,000)   $(3,136,000)
                                                                  -----------    -----------
  Adjustments:
    Depreciation and amortization                                      22,000          3,000
    Non-cash charge for options/warrants                              519,000        525,000
    Allowance for related party receivable                             59,000             --
    Use cash pledged to pay lease                                      59,000             --
 Effect on cash of changes in operating assets and liabilities:
    Inventory, deposits and prepaid expenses                           59,000             --
    Accounts payable, accrued liabilities and all other               156,000        585,000
                                                                  -----------    -----------
           Total adjustments                                          874,000      1,113,000
                                                                  -----------    -----------

NET CASH USED IN OPERATING ACTIVITIES                              (2,089,000)    (2,023,000)
                                                                  -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Loan to Related Party, Noga                                       (59,000)            --
    Purchase of property and equipment                                     --        (69,000)
    Cash pledged to secure lease                                           --        (59,000)
                                                                  -----------    -----------

                                                                  -----------    -----------
 NET CASH USED IN INVESTING ACTIVITIES                                (59,000)      (128,000)
                                                                  -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Issuance of Class A common shares in private placement                --        836,000
     Cost of private placements                                            --        (58,000)
                                                                  -----------    -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                  --        778,000
                                                                  -----------    -----------

NET DECREASE IN CASH
  AND CASH EQUIVALENTS                                             (2,148,000)    (1,373,000)
CASH AND CASH EQUIVALENTS:
  Beginning of period                                               3,091,000      5,816,000
                                                                  -----------    -----------
  End of period                                                   $   943,000    $ 4,443,000
                                                                  ===========    ===========

SUPPLEMENTAL INFORMATION ON NON-CASH TRANSACTIONS
    None
</TABLE>


See accompanying Notes.


                                       4
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
             For the nine months ended November 30, 2002 (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, 2002          74,079,453     $74,000     379,485     $1,000     $26,359,000     $(23,922,000)

OPTION/WARRANT CHARGE                        --          --          --         --         519,000               --

NET LOSS                                     --          --          --         --              --       (2,963,000)
                                     ------------------------------------------------------------------------------

BALANCES, November 30, 2002          74,079,453     $74,000     379,485     $1,000     $26,878,000     $(26,885,000)
                                     ==============================================================================
</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, 2002.

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

Company Activities - Magna-Lab Inc. and Subsidiary (the "Company") has been
engaged in research, development and commercialization activities. The Company
received U.S. marketing clearance from the U.S. Food and Drug Administration
("FDA") in 2001 for its first two products, the Illuminator Probe(TM) and the
Illuminator Surface Coil(TM). These products are intended to non-invasively aid
in the production of high-resolution Magnetic Resonance Imaging ("MRI") images
of the aortic arch, the descending aorta and the coronary vessels of the heart
and associated structures in the thoracic region to advance the definitive
diagnosis of Coronary Heart Disease.

The Company's efforts are currently focused on capital raising and business
development activities in order to permit the Company to complete clinical
reference studies to further investigate the clinical utility and unique
application of the Company's Illuminator products as a prerequisite to
commercialization. During the quarter ended November 30, 2002, the Company's
principal investor, who had committed to provide additional capital, was placed
under the control of a "Provisional Receiver" as a result of its financial
difficulties. While the Company seeks new sources of capital or a strategic
partner to permit it to continue its activities, the Company has terminated all
non-executive personnel, vacated its principal executive office in Lynnfield,
MA, ceased paying vendors and curtailed most activities including further
engineering development and regulatory work on the Illuminator products and
further development of the Artery View product for intravascular MRI imaging.

The Company has had no product sales and has incurred net operating losses and
negative cash flows from operations since inception.

Going Concern Consideration - The Company's activities have been supported by
equity financings including approximately $7,749,000 raised in the two fiscal
years ended February 28, 2002. As indicated in the accompanying condensed
consolidated balance sheet, at November 30, 2002, the Company had approximately
$943,000 in cash and after approximately $935,000 in liabilities had only
approximately $48,000 in working capital. The Company expects to have negative
working capital beginning in December 31, 2002. For the three and nine months
ended November 30, 2002, the Company had a loss from operations of approximately
$803,000 and $2,963,000, respectively. In addition, the Company utilized
approximately $2,148,000 in cash during the nine months ended November 30, 2002.
Further, losses are continuing subsequent to November 30, 2002. The Company is
in need of immediate additional financing or a strategic arrangement in order to
continue its planned activities for the remainder of the current fiscal year.
These factors, among others, indicate that the Company may be unable to continue
operations as a going concern. The Company's plans to deal with this uncertainty
include reducing expenditures, requesting forbearance from creditors and raising
additional capital or entering into a strategic arrangement with a third party.
There can be no assurance that management's plans to reduce expenditures, gain
cooperation from creditors, raise capital or enter into a strategic arrangement
can be realized. 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.


                                       6
<PAGE>

NOTE 3 - LOSS PER SHARE OF COMMON STOCK:

Net 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 loss per share were the same for all periods presented.

NOTE 4 - DEVELOPMENT ACTIVITIES:

In October 2001, the Company entered into a Clinical Trial Agreement with
Brigham and Women's Hospital ("BWH"), an affiliate of Harvard Medical School for
BWH to conduct a clinical study of the Company's Illuminator products as
discussed further in the Company's Annual Report on Form 10-KSB for the year
ended February 28, 2002. In July 2002, the Company and BWH agreed to amend the
agreement to allocate the paid up cost of the agreement to imaging of 15 healthy
volunteers. Such imaging commenced in July 2002 and was completed in November
2002. The Company established a second study using patients and volunteers at
Dartmouth Hitchcock Medical Center in Lebanon, New Hampshire in August 2002 and
that study was completed in November 2002.

In January 2002, the Company entered into an Animal Study Agreement with
Massachusetts General Hospital ("MGH"), an affiliate of Harvard Medical School,
to conduct a study of the Artery View intravascular catheter coil as discussed
further in the Company's Annual Report on Form 10-KSB for the year ended
February 28, 2002. The purpose of the study is to obtain in-vivo,
high-resolution MRI images of the coronary vessel walls in a series of studies
using animals. The Company charges the payments to expense based generally upon
the progress of the study, which has a term of nine months. During the quarter
and nine months ended November 30, 2002, approximately $0 and $23,000,
respectively, was paid and approximately $10,000 and $30,000, respectively, was
charged to expense for the progress of this agreement. In September 2002, the
study was successfully completed and the final budgeted payment of $24,000 under
the agreement has been accrued. Indications from MGH are that no final payment
may be required or a small refund may be due to the Company. The Company will
record a final credit or charge when it receives a final accounting from MGH.

In September 2002, a patent for technology underlying the Illuminator Probe was
granted to the Company's Chief Scientific Officer and four scientists from the
team at the Mount Sinai School of Medicine in New York ("MSSM") where the
Company's initial research was performed. The rights to use such patent were
assigned by these persons to the Company. In addition, the Company has concluded
a royalty agreement with MSSM that calls for a 3% royalty to MSSM on Illuminator
Probe sales, as contemplated by the original collaborative agreement with MSSM.
Recently, the Company has been advised of a Notice of Allowance of its patent
application regarding the Artery View Product.

NOTE 5 - ACCOUNTS PAYABLE AND ACCRUALS:

At November 30, 2002, the four largest creditors in accounts payable comprise
approximately 53% of the balance. Two vendors have billed an aggregate
approximately $135,000 for engineering services and the Company has ceased these
projects and reserves its rights to dispute amounts billed. Balances from two
other vendors aggregating approximately $90,000 are from professional service
firms that no longer provide service to the Company (for services which the
Company would dispute) and who have not recently sought collection.
Additionally, accounts payable includes approximately $47,000 of liabilities
associated with the Company's pre-1997 activities that were not resolved.

Included in accrued expenses and other current liabilities at November 30, 2002
are the following:

        Exit liability for Lynnfield facility (see Note 8)     $207,000
        Payroll and deferred compensation                       113,000
        Accruals remaining from 1997 restructure                 92,000
        Professional fees and collaborations                     48,000
        All other                                                52,000
                                                               --------
                 Total                                         $512,000
                                                               ========


                                       7
<PAGE>

On October 31, 2002, the Company vacated its principal executive office in
Lynnfield, MA, as further discussed in Note 8, resulting in the exit liability
listed above.

Beginning in September 2002, the principal executive officers of the Company
agreed informally to defer 40% of their compensation and the Board members
agreed to defer 100% of their compensation. Certain of these persons have
arrangements with the Company that call for payments in the event of termination
(none of which are accrued), see Note 8 - Commitments and Contingencies.
Compensation voluntarily deferred by these individuals at November 30, 2002
totaled approximately $75,000 including approximately $47,000 in accrued
liabilities and $28,000 in accounts payable.

On November 30, 2002, all full time non-executive personnel of the Company were
terminated and their final pay, (including vacation pay) of approximately
$36,000 was included in accrued liabilities above and was paid in December 2002.

During the quarter ended November 30, 2002, approximately $13,000 of liabilities
related to pre-1997 activities were agreed to be settled and liabilities for
approximately $19,000 were credited to Other Income to reflect management's
assessment of the remaining exposures as a result of these settlements.

NOTE 6 - PROPERTY AND EQUIPMENT:

Details of property and equipment at November 30, 2002 are as follows:

        Machinery, equipment, furniture and leasehold improvements     $ 31,000
        Less accumulated depreciation and amortization                  (11,000)
                                                                       --------
                                                                       $ 20,000
                                                                       ========

During the quarter ended November 30, 2002, approximately $61,000 of assets,
principally furniture, telephones and leasehold improvements, were retired when
the Company vacated its facility in Lynnfield, MA. After receiving credit for
approximately $16,000 from the landlord (see Note 8) and accelerated
depreciation associated with the exit activity, the loss on disposal was not
material.

NOTE 7 - OTHER MATTERS

Loan to related party - In March 2002, the Company advanced $59,000 to an
officer of its principal shareholder, Noga Investments in Technology, Ltd.
(Noga") at his request. The loan is guaranteed by Noga, was due in March 2002
and remains unpaid in January 2003. The Company established an allowance for
uncollectable accounts for this amount in August 2002 after repeated attempts to
obtain repayment were unsuccessful and published reports in Israel in September
2002 indicated significant financial distress affecting Noga. In November 2002,
a "Provisional Receiver" was appointed for Noga. The Company intends to continue
to pursue collection, including legal action if appropriate, in this matter.

Non-cash charge for options/warrants issued to consultants - The non-cash charge
for options/warrants results from options granted to non-employee members of
management and to other consultants. The charge in the nine months ended
November 30, 2002 includes approximately $120,000 related to the termination of
the services of one of these consultants in March 2002. Also see Form 10-KSB for
the year ended February 28, 2002.

Options - In May 2002, options to purchase 1,055,833 shares of class A common
stock expired unexercised including options to purchase 805,833 shares held by
ongoing personnel/consultants including the Chairman, Chief Scientific Officer,
Treasurer and others.

NOTE 8 -  COMMITMENTS AND CONTINGENCIES; EXIT ACTIVITIES:

Lease commitment; exit activities - The Company has a lease commitment (as a
subtenant) for its former headquarters in Lynnfield, MA as described further in
Note 8 to the Consolidated Financial Statements contained in its Form 10-KSB for
the year ended February 28, 2002. In July 2002, the Company determined that it
should either


                                       8
<PAGE>

substantially reduce or eliminate this space. As such, the Company approached
its landlord to reduce its space or terminate the lease. At that time, the
Company ceased paying the monthly rent. In September 2002, the
overtenant/landlord declared the Company in default of its lease and expressed
its intention to begin to draw down on a letter of credit in their favor for
$58,500 and demanded that the Company reinstate the letter of credit to the full
amount as required in the lease. The Company responded that it was not in a
position to satisfy its obligations and wished to terminate the relationship
amicably. The landlord and the Company have been showing the space to
prospective new tenants in order to mitigate this situation. On October 31,
2002, the Company vacated this facility.

When the Company vacated this facility, there was a remaining obligation of
approximately $242,000 in rent and utilities through the end of the lease in
June 2004. It is as yet unclear whether any recovery from sublease of the space
will mitigate this liability. The Company has adopted Statement of Financial
Accounting Standards No. 146 ("Statement 146'), "Accounting for Costs Associated
with Exit and Disposal Activities", issued in July 2002, for this exit activity.
As such, the Company took a charge of approximately $228,000 in the quarter
ended November 30, 2002 representing the present value of the future lease
payments (assuming an 8% interest rate) and assuming no offsetting sublease
income would be available to mitigate the remaining obligation due to the
depressed market for office space in the greater Lynnfield area and in that
building. Should a new tenant be subsequently found, any sublease income would
be recorded at a later date as a reduction of the recorded lease obligation. The
entire liability has been recorded as a current obligation since the current
portion, together with the unfilled current obligation to restore the letter of
credit with restricted cash represents approximately 85% of the liability.

The Company had assets in place at the facility including approximately $43,000
of furniture/phone system and approximately $18,000 of leasehold improvements.
The landlord offered to credit the Company with approximately $16,000 for
certain assets left behind and this amount, together with remaining cash pledged
to secure a letter of credit in favor of the landlord, has been offset from the
lease liability in the accompanying consolidated condensed financial statements.
The remaining assets were depreciated on an accelerated basis from July 2002
through October 2002 and then written off.

To date, no litigation or other difficulties have occurred that could increase
the cost of such exit activities.

Litigation - The Company has agreed to a settlement for a collection litigation
regarding a bill for storage for approximately $17,000 that it had disputed. The
Company knows of no other pending litigation against it although there are some
unpaid judgments against the Company (one of which was settled during the
quarter ended November 30, 2002) for various claims related to the 1997
restructuring that the Company believes do not exceed $25,000. One recent vendor
has had their attorney contact the Company. See also, lease commitment matter
above. Also see Form 10-KSB for the year ended February 28, 2002.

Termination contingencies - The Company's current financial situation calls into
question the ability to continue to pay members of executive management who have
arrangements that call for payments in the event of their termination. Such
termination payments generally are for one year's compensation and could
therefore be very significant. No accruals have been made for any termination
payments.


                                       9
<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. 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 (a) we are
in need of immediate substantial additional financing or a strategic business
arrangement in order to continue our planned activities and such financing or
business arrangement may not be available and we may be required to cease
operations at any time (b) we have incurred and expect to continue to incur
significant losses, (c) we may never achieve or maintain sales or profitability,
(d) we are dependent on the Illuminator products for all of our revenue, if any,
in the next twelve months, (e) revenue for the Illuminator products is largely
dependent upon success in demonstrating a unique benefit of our product in
diagnosing a particular pathology, which has not yet occurred and is not
assured, (f) revenue for the Illuminator products, should such unique benefit be
determined, is also highly dependent upon the availability of reimbursement to
physicians, hospitals and other healthcare providers, (g) we are dependent on an
outsourced manufacturer for all of our production (h) additional development
work is necessary to commercialize our products and we have had to cut back such
efforts to preserve cash which creates a competitive disadvantage and (i) we are
subject to extensive regulation by the US Food and Drug Administration. For a
more complete description of some of the risks that the Company faces please see
our Annual Report on Form 10-KSB for the year ended February 28, 2002. 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.

      Background and history

      We have been engaged in research and development activities and received
U.S. marketing clearance from the FDA for our first two products, Illuminator
Probe and Illuminator Surface Coil. Our clearance for these products is limited
to use with the General Electric 1.5T Signa(R) MRI Systems. These products are
intended to non-invasively aid in producing high-resolution MRI images of the
aortic arch, the descending aorta and the coronary vessels of the heart and
associated structures in the thoracic region to advance the definitive diagnosis
of Coronary Heart Disease. We have no revenues and have experienced significant
operating losses (see "Plan of Operations and Liquidity" below)

      We developed our products in a collaboration with the Cardiovascular
Institute of the Mount Sinai School of Medicine in New York ("MSSM") that was
concluded in October 2000. We have engaged a third party manufacturer to produce
the Illuminator products. We established our first clinical study in October
2001 with Brigham and Women's Hospital ("BWH"), an affiliate of Harvard Medical
School in order to further investigate the clinical effectiveness and advantages
of our products. We began imaging healthy volunteers in addition to clinical
cases at BWH in July 2002; this gave us more time flexibility to experiment with
methods and protocols of use. We established a second study using patients and
volunteers at Dartmouth Hitchcock Medical Center in Lebanon, New Hampshire
("DHMC") in August 2002. We believe that our products are working as intended.
We believe, however, that we must demonstrate a unique application that
demonstrates a measurably better diagnostic result with our products than is
available by other means. Our reference imaging to date has shown promise and
useful results, however, we have not yet been able to definitively demonstrate
such unique advantages in a particular application. We continue to believe that
such unique advantages can be attained and that additional work performing
"reference imaging" is necessary to accomplish this goal. This work involves
experimenting with, and/or developing new imaging protocols, techniques and
methods. Once these issues are concluded, additional development work would be
needed to commercialize the products including: (a) efforts to make them
compatible with the manufacturers of MRI machines other than General Electric,
(b) manufacturing engineering and design work on "auto-tune" interfaces, (c)
changes and refinements that result from matters learned through use of the
products as well as other


                                       10
<PAGE>

matters. In November 2002, the initial reference imaging at BWH and DHMC was
successfully concluded and further work was suspended pending receipt of
additional financing or a strategic business relationship.

      We have also been developing another product, Artery View, for MRI imaging
from within the arteries. The work on this product was begun in our work with
MSSM. In September 2002 we successfully concluded animal studies using our
Artery View under a January 2002 agreement with Massachusetts General Hospital
("MGH"), an affiliate of Harvard Medical School. In an effort to preserve cash,
further development of this product has been largely curtailed.

      In September 2002, a patent for technology underlying the Illuminator
Probe was issued to our Chief Scientific Officer and four scientists from the
team at MSSM. The rights to use such patent were assigned by these persons to
the Company. In addition, the Company has concluded a royalty agreement with
MSSM that calls for a 3% royalty to MSSM on Illuminator Probe sales, as
contemplated by the original collaborative agreement with MSSM. Recently, the
Company has been advised of a Notice of Allowance of its patent application
regarding the Artery View Product.

      Plan of Operations and Liquidity

      At November 30, 2002, we had approximately $943,000 in cash but our
working capital and stockholders' equity were nearly depleted at approximately
$48,000 and 68,000, respectively, and we continue to lose money.

      Cash used by operations and financing activities during the nine months
ended November 30, 2002 totaled approximately $2,148,000 (including a loan to an
officer of Noga of approximately $59,000).

      We have supported our activities by equity financings including
approximately $7,749,000 during the fiscal years ended February 28, 2002 and
2001. Approximately 75 % of that financing was provided by one investor, Noga
Investments in Technology, Ltd. ("Noga"). For a significant period of time and
as recently as August 2002, Noga had indicated its commitment to make further
investments in the Company to support its business plans. Published reports in
Israel in September 2002 reported that Noga's parent company was experiencing
significant financial distress (involving protection from creditors) and that
such distress may extend to Noga. In November 2002, the District Court of
Tel-Aviv appointed a "Provisional Receiver" to seize and manage Noga's assets.
It is now unclear to the Company whether the investment undertakings of Noga
will be met and collection of $59,000 due under a loan to an officer of Noga is
similarly in question, see Note 7 to Condensed Consolidated Financial
Statements.

      The Company's efforts are currently focused on capital raising and
business development activities. Essentially all other activities have been
curtailed including further clinical reference studies to further investigate
the clinical utility and unique application of the Company's Illuminator
products as well as further engineering development and regulatory work on the
Illuminator products and further significant development of the Artery View
product for intravascular MRI imaging. During the quarter ended November 30,
2002, the Company exited its Lynnfield, MA executive offices (triggering an exit
liability of approximately $228,000, See Notes 5 and 8 to Condensed Consolidated
Financial Statements), terminated all of its non-executive personnel, reduced
management's and the Board's compensation under informal voluntary agreements
and ceased substantially all engineering and development activities. The Company
is presently having preliminary discussions with several parties about financing
or a strategic business relationship. To support its efforts, the Company has
hired Sands Brothers, Ltd., an investment banking firm, on a non-exclusive basis
to assist it in assessing strategic alternatives including accessing the capital
markets. While such discussions are occurring, additional cost reductions are
being planned including possible further reductions in compensation and exiting
temporary quarters (without penalty) taken in Massachusetts.

We are essentially out of working capital to pursue our plan but we still have
cash. Based on an analysis of our liabilities, we are dependent on the
cooperation of our creditors to permit us to continue to operate. An analysis of
our accounts payable and accrued and other liabilities indicates that our
largest payables are: a lease liability for exit activities (approximately
$207,000), payables and accruals related to certain pre-1997 matters
(approximately $139,000), two engineering vendors (approximately $135,000) and
management compensation (approximately


                                       11
<PAGE>

$75,000). In general these, parties are aware of our weak financial position and
search for financing and have not taken action. The continued cooperation of
these parties, is not assured.

      We presently have no commitments for the additional financing necessary to
continue our operations other than Noga's unfulfilled commitment. If we are
unsuccessful in obtaining sufficient financing, we may be forced to curtail all
of our activities. Our plan of operations and capital requirements are also
dependent upon a number of factors such as those described under "Item 1.
Description of Business - Factors and Risks that May Affect Future Results" in
our Annual Report on Form 10-KSB for the year ended February 28, 2002.

      We have no significant commitments or plans to purchase equipment or other
capital assets.

      Critical Accounting Principles -

      In response to recent SEC guidance to issuers, we have identified critical
accounting principles that affect our consolidated financial statements. We have
determined the critical principles 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 raise capital, enter into a strategic arrangement or complete
commercialization and/or development 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.

      Accounting for Exit and Disposal Activities - In July 2002, the Financial
Accounting Standards Board issued Statement No. 146, Accounting for Costs of
Exit and Disposal Activities ("Statement 146"). Statement 146 changes the
accounting for the costs of exiting certain activities. Statement 146 is
mandatory for periods after 2002 and earlier adoption is encouraged. The Company
has adopted Statement 146, as recommended by the Financial Accounting Standards
Board, for its exit from its Lynnfield, MA executive offices when it "ceased top
receive services" at the end of October 2002. In accruing the present value of
the remaining lease obligation, the Company assumed that no sublet income would
be available to mitigate the remaining obligation due to the depressed market
for office space in the greater Lynnfield area and in that building. Should a
new tenant be found any sublease income would be recorded at a later date as a
reduction of the recorded lease obligation (see Note 8 to Consolidated Financial
Statements for additional information). The entire liability has been recorded
as a current obligation since the current portion, together with the unfilled
current obligation to restore the letter of credit with restricted cash
represents approximately 85% of the liability.

      Research and Development Costs - Costs of research and development
activities, including patent costs, are charged to operations when incurred.
Items of equipment or materials which are purchased and have alternative future
uses either in production or research and development activities are
capitalized, at cost, as equipment or inventory. When we engage in collaborative
research arrangements with third parties, we charge such costs over the
identifiable milestones, if such milestones exist, over time if that is the more
appropriate measure, or as payments are made if neither milestones or time are
appropriate.

      Accounting for Stock-Based Compensation - We have elected to apply the
disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based
Compensation. In accordance with the provisions of SFAS No. 123, we apply
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations in accounting for stock options issued.
This means that we do not charge operations for an imputed cost of options
issued to employees. We account for stock issued to non-employees in accordance
with the provisions of SFAS No. 123 and the related pronouncements. Those
pronouncements require us to charge operations and credit paid-in-capital for an
amount calculated to reflect the time value of the option or warrant utilizing a
Black Scholes methodology.


                                       12
<PAGE>

      Contingent liabilities - Certain persons have arrangements with the
Company which call for payments in the event of termination. The Company's
financial position calls into question the ability of the Company to continue to
pay such persons. No provision for termination payments has been recorded to the
Condensed Consolidated Financial Statements.

      Results of Operations -

      Operating expenses for the three and nine months ended November 30, 2002
were $826,000 and $3,003,000, respectively, compared to $1,453,000 and $3,263,00
for the three and nine months of the prior year.

      Included in operating expenses are stock compensation charges under SFAS
No. 123 of $24,000 and $519,000 for the three and nine months ended November 30,
2002 and $178,000 and $525,000 for the three and nine months of the prior year.
Such charges result from options and warrants granted to consultants and other
non-employees. The decrease in the current quarter relates to the expiration of
the period of amortization for the most significant charge and this is largely
offset in the nine month amounts by a non-recurring charge to operations in the
quarter ended May 31, 2002 of approximately $120,000 related to the termination
of a financial advisory agreement in March 2002. Such charges would remain at
the decreased level in future quarters until and unless new options or warrants
were granted to consultants that we employ or may employ in the future. At
November 30, 2002, unamortized compensation charges totaled approximately
$39,000.

      Of the remaining operating expenses of $802,000 and $2,484,000 for the
three and nine months ended November 30, 2002, respectively, the principal
components were the following: (a) costs for human resources, including
outsourced resources, of approximately $285,000 and $1,085,000, respectively,
(b) charge for the present value of exiting the Lynnfield lease of approximately
$228,000 and $228,000, respectively, (c) outsourced engineering project costs of
approximately $27,000 and $287,000, respectively, and (d) professional services,
insurance and investor relations costs of approximately $110,000 and $410,000,
respectively.

      The Company information on Results of Operations above is not required
disclosure but is presented in order to provide additional analysis and
information.


                                       13
<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 a date (the
"Evaluation Date") within 90 days before the filing date of this quarterly
report, 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 subsidiaries would be made known to them by
others within those entities.

(b) Changes in internal controls. There were no significant changes in our
internal controls or to our knowledge, in other factors that could significantly
affect our disclosure controls and procedures subsequent to the Evaluation Date.


         -------------------------------------

PART II - OTHER INFORMATION

Item 6. - Exhibits and Reports on Form 8-K

            (a)   Exhibits

                        99.1 Certification of Principal Executive Officer
                        pursuant to 18 U.S.C. 1350.

                        99.2 Certification of Principal Financial Officer
                        pursuant to 18 U.S.C. 1350.

            (b)   The Company filed no reports on Form 8-K during the quarter
                  ended November 30, 2002.


                                       14
<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 14, 2003               By: /s/ John R. Geisel
                                         --------------------------------------
                                         John R. Geisel, Chief Executive
                                         Officer  (Principal Executive Officer),


                                     By: /s/ Kenneth C. Riscica                .
                                         --------------------------------------
                                         Treasurer and Secretary
                                         (Principal Financial and Accounting
                                           Officer)

Certifications follow this page.


                                       15
<PAGE>

                                 CERTIFICATIONS

      I, John R. Geisel, certify that:

      1. I have reviewed this quarterly report on Form 10-QSB of Magna-Lab Inc.;

      2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

      4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

            a) designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiary, is made known to us by others within that entity,
      particularly during the period in which this quarterly report is being
      prepared;

            b) evaluated the effectiveness of the registrant's disclosure
      controls and procedures as of a date within 90 days prior to the filing
      date of this quarterly report (the "Evaluation Date"); and

            c) presented in this quarterly report our conclusions about the
      effectiveness of the disclosure controls and procedures based on our
      evaluation as of the Evaluation Date;

      5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

            a) all significant deficiencies in the design or operation of
      internal controls which could adversely affect the registrant's ability to
      record, process, summarize and report financial data and have identified
      for the registrant's auditors any material weaknesses in internal
      controls; and

            b) any fraud, whether or not material, that involves management or
      other employees who have a significant role in the registrant's internal
      controls; and

      6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



Dated: January 14, 2003                  By: /s/ John R. Geisel
                                             -------------------------------
                                             John R. Geisel
                                             Chief Executive Officer


                                       16
<PAGE>

      I, Kenneth C. Riscica, certify that:

      1. I have reviewed this quarterly report on Form 10-QSB of Magna-Lab,
Inc.;

      2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

      4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

            a) designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiary, is made known to us by others within that entity,
      particularly during the period in which this quarterly report is being
      prepared;

            b) evaluated the effectiveness of the registrant's disclosure
      controls and procedures as of a date within 90 days prior to the filing
      date of this quarterly report (the "Evaluation Date"); and

            c) presented in this quarterly report our conclusions about the
      effectiveness of the disclosure controls and procedures based on our
      evaluation as of the Evaluation Date;

      5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

            a) all significant deficiencies in the design or operation of
      internal controls which could adversely affect the registrant's ability to
      record, process, summarize and report financial data and have identified
      for the registrant's auditors any material weaknesses in internal
      controls; and

            b) any fraud, whether or not material, that involves management or
      other employees who have a significant role in the registrant's internal
      controls; and

      6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Dated: January 14, 2003                  By: /s/ John R. Geisel
                                             -------------------------------
                                             John R. Geisel
                                             Chief Executive Officer


                                       17