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: May 31, 2003

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the transition period from  _______ to _______

                         Commission file number 0-21320
                                                -------

                                 Magna-Lab Inc.
                                 --------------
        (Exact name of small business issuer as specified in its charter)

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

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

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


--------------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                    report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X|   No |_|

                      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 - June 1, 2003

        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' DEFICIT    5

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS        6-8

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

         ITEM 3 - EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES           11

PART II - OTHER INFORMATION

         ITEM 1 - LEGAL PROCEEDINGS                                          11

         ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K                           11

SIGNATURES                                                                   12

CERTIFICATIONS                                                             13-14

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
                            May 31, 2003 (unaudited)

<TABLE>
                                     ASSETS
<S>                                                                     <C>
CURRENT ASSETS:
  Cash and cash equivalents                                             $    635,000
  Inventory, deposits and prepaid expenses                                    17,000
                                                                        ------------

     Total current assets                                                    652,000

PROPERTY AND EQUIPMENT, net                                                   15,000
                                                                        ------------

                                                                        $    667,000
                                                                        ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable                                                      $    406,000
  Accrued expenses and other current liabilities                             205,000
  Estimated present value of lease exit liability, current portion           158,000
                                                                        ------------

        Total current liabilities                                            769,000
                                                                        ------------

ESTIMATED PRESENT VALUE OF LEASE LIABILITY, non-current                        8,000

COMMITMENTS AND CONTINGENCIES (Note 7)

STOCKHOLDERS' DEFICIT:
  Preferred stock, par value $.01 per share, 5,000,000
     shares authorized, no shares issued                                          --
  Common stock, Class A, par value $.001 per share, 120,000,000
     shares authorized, 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                                          26,912,000
  Accumulated deficit                                                    (27,097,000)
                                                                        ------------
        Total stockholders' deficit                                         (110,000)
                                                                        ------------
                                                                        $    667,000
                                                                        ============
</TABLE>

See accompanying Notes


                                       2
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    Three months ended May 31, 2003 and 2002
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                    2003            2002
                                                                    ----            ----
<S>                                                            <C>              <C>
REVENUES                                                       $          0     $          0
                                                               ------------     ------------

OPERATING EXPENSES:
  Selling, general and administrative                                88,000          522,000
  Research and development                                           27,000          344,000
  Stock compensation charge                                          17,000          340,000
                                                               ------------     ------------
                                                                    132,000        1,206,000
                                                               ------------     ------------

LOSS FROM OPERATIONS                                               (132,000)      (1,206,000)
                                                               ------------     ------------

OTHER INCOME
  Interest income                                                     1,000           10,000
  Interest imputed on present value of lease exit liability          (2,000)              --
                                                               ------------     ------------

NET LOSS                                                       $   (133,000)    $ (1,196,000)
                                                               ============     ============

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING, basic and diluted                          74,460,000       74,460,000
                                                               ============     ============

NET LOSS PER SHARE, basic and diluted                          $      (0.00)    $      (0.02)
                                                               ============     ============
</TABLE>

See accompanying Notes


                                       3
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
                    Three months ended May 31, 2003 and 1002
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                      2003            2002
                                                                      ----            ----
<S>                                                               <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                        $  (133,000)    $(1,196,000)
                                                                  -----------     -----------
  Adjustments:
    Depreciation and amortization                                       4,000           6,000
    Non-cash charge for options/warrants                               17,000         340,000
Effect on cash of changes in operating assets and liabilities:
    Inventory, deposits and prepaid expenses                           13,000          12,000
    Accounts payable, accrued liabilities and all other               (30,000)       (143,000)
                                                                  -----------     -----------
           Total adjustments                                            4,000         215,000
                                                                  -----------     -----------

NET CASH USED IN OPERATING ACTIVITIES                                (129,000)       (981,000)
                                                                  -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   None

CASH FLOWS FROM FINANCING ACTIVITIES:
    Loan to Related Party, Noga                                            --         (59,000)
                                                                  -----------     -----------
NET CASH USED IN FINANCING ACTIVITIES                                      --         (59,000)
                                                                  -----------     -----------

NET DECREASE IN CASH
  AND CASH EQUIVALENTS                                               (129,000)     (1,040,000)
CASH AND CASH EQUIVALENTS:
  Beginning of period                                                 764,000       3,091,000
                                                                  -----------     -----------
  End of period                                                   $   635,000     $ 2,051,000
                                                                  ===========     ===========

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

See accompanying Notes.


                                       4
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
               For the three months ended May 31, 2003 (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, 2003      74,079,453    $     74,000         379,485    $      1,000    $ 26,895,000    $(26,964,000)

OPTION/WARRANT CHARGE                    --              --              --              --          17,000              --

NET LOSS                                 --              --              --              --              --        (133,000)
                                 ------------------------------------------------------------------------------------------
BALANCES, May 31, 2003           74,079,453    $     74,000         379,485    $      1,000    $ 26,912,000    $(27,097,000)
                                 ==========================================================================================
</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, 2003.

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 products
developed and under development are intended to non-invasively aid in the
production of high-resolution Magnetic Resonance Imaging ("MRI") images to
advance the definitive diagnosis of coronary and other heart disease. The
Company has had no product sales and has incurred net operating losses and
negative cash flows from operations since inception.

The Company has terminated all non-executive personnel, ceased substantially all
development, clinical and other activities and significantly reduced or
eliminated the compensation of executive management and the Board while the
search for new capital, a strategic arrangement or a sale or license or merger
continues (see below). If such efforts do not succeed, the Company would need to
cease all activities.

Going Concern Consideration - As indicated in the accompanying condensed
consolidated financial statements, at May 31, 2003, the Company had
approximately $635,000 in cash, approximately ($117,000) in negative working
capital and stockholders' deficit of approximately ($110,000). For the quarter
ended May 31, 2003, the Company had a net loss of approximately $133,000 and
utilized approximately $129,000 in cash for operating activities. Further,
losses are continuing subsequent to May 31, 2003. 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, 2003. The Company's plans to deal with this uncertainty
include raising additional capital or entering into a strategic arrangement in
order to complete commercialization of its Illuminator products and development
of its Artery View product. Alternatively, the Company is seeking other means to
realize value through sale, license or otherwise or through merger with an
unrelated business with operations and revenues.

Management's plans to raise capital, enter into a strategic arrangement, sell or
license its products/technology or merge with an unrelated business with
operations and revenues have not been successful to date and there can be no
assurance that management's plans can be realized at all. These factors, among
others, indicate that the Company may be unable to continue operations as a
going concern. No adjustment has been made in the accompanying 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 - 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.


                                       6
<PAGE>

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUALS:

At May 31, 2003, the four largest accounts payable comprise approximately
$225,000 or 55% of the total amount. Additionally, accounts payable includes
approximately $47,000 of liabilities associated with the Company's pre-1997
activities that remain unresolved.

The Company's largest accounts payable is approximately $92,000 billed by a
vendor for engineering services. In February 2003, this vendor filed a summons
and complaint seeking collection of the amount billed. In May 2003 the Company
answered this complaint denying the allegations, serving various defenses and
counterclaiming for at least $126,000 for breach of contract, return of amounts
paid and return of equipment. See Note 7 for further developments in this
litigation during the quarter ended May 31, 2003.

Balances from two of the four largest accounts payable, aggregating
approximately $90,000, are from professional service firms that no longer
provide service to the Company and include amounts charged for services that the
Company would dispute. The Company is not requesting services from these two
professional service firms and limited or no collection activity has occurred to
date.

Beginning in September 2002, the principal executive officers of the Company
agreed informally to defer 40% of their compensation and certain Board members
agreed to defer 100% of their compensation. Effective January 15, 2003, all such
deferrals were ceased for subsequent periods as executive management and the
Board agreed to significant reductions or elimination of their compensation.
Compensation voluntarily deferred by these individuals until January 15, 2003
totaled approximately $114,000 including approximately $76,000 which is included
in accrued liabilities and approximately $38,000 of which is included in
accounts payable at May 31, 2003.

Included in accrued expenses and other current liabilities at May 31, 2003 are
the following:

          Management and Board compensation deferred     $ 76,000
          Accruals remaining from 1997 restructure         73,000
          Professional fees, taxes, payroll and other      56,000
                                                         --------
                   Total                                 $205,000
                                                         ========

There was no activity in the restructuring accrual for the pre-1997 activities
during the quarter ended May 31, 2003. The Company periodically adjusts the
remaining accrual based on the status of the matters and activity given the
passage of time.

NOTE 5 - STOCK BASED COMPENSATION:

The Company accounts for employee and director stock-based compensation
arrangements in accordance with the provisions of Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APBO No. 25), and
related interpretations, and complies with the disclosure provisions of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock Based
Compensation - Transition and Disclosure." Under APBO No. 25, compensation
expense for fixed awards is based upon the difference, in any, on the date of
grant between the estimated fair value of the Company's stock and the exercise
price and is amortized over the vesting period. Stock awards to consultants and
other non-employees are accounted based on an estimate of their fair value at
the time of grant based upon a Black Sholes option valuation model. The Company
is required to disclose the pro forma net income as if the fair value method
defined in SFAS No. 123 had been applied.

Had compensation cost for the Company's stock options granted to employees and
directors been determined consistent with SFAS No. 123, the Company's net loss
and net loss per share would have been reduced to the pro forma amounts
indicated below for the three months ended May 31, 2003 and 2002:


                                       7
<PAGE>

                                              2003            2002
                                              ----            ----
          Net loss as reported            $  (133,000)    $(1,196,000)
          Deduct stock based
          compensation for employee
          options determined based on
          estimated fair value using
          Black Sholes model at date
          of grant                        $        --     $  (122,000)
                                          -----------     -----------
          Pro forma net loss              $  (133,000)    $(1,318,000)
          Loss per share:
          As reported                     $      0.00     $      0.02
          Pro forma                       $      0.00     $      0.02

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

NOTE 6 - 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. The Company established an allowance for uncollectable
accounts for this amount in August 2002 after repeated attempts to obtain
repayment were unsuccessful. In November 2002, a Receiver was appointed for Noga
as discussed further in the Form 10-KSB for the year ended February 28, 2003.
The Receiver for Noga has indicated that it does not intend to honor the
guarantee.

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 consultants. The charge in the three months ended May 31, 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, 2003.

NOTE 7 - 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 6 to the Consolidated Financial Statements contained in its Form 10-KSB for
the year ended February 28, 2003. Since exiting the facility in October 2003,
the Company has made no payments of the monthly rent other than draw downs made
against a letter of credit in favor the sublessor which were exhausted in
November 2002. The Company has requested information concerning the sublessor's
calculation of the remaining liability under the sublease including the
allocation to the Company of reletting costs and free rent periods, reserving
its rights to object thereto. In return, counsel for the sublessor has countered
that the $16,000 credit granted by the sublessor is not a valid credit under the
lease. In June 2003, the landlord indicated that it would commence legal action
to collect if a negotiated settlement could not be reached.

Litigation - In February 2003, a vendor filed a summons and complaint seeking
collection of the approximately $92,000 billed. In May 2003 the Company answered
this complaint denying the allegations, serving various defenses and
counterclaiming for at least $126,000 for breach of contract, return of amounts
paid and return of equipment. In May 2003, the Company's answer was rejected by
the court based on a procedural matter and the Clerk of the court entered a
default against the Company in this matter. In June 2003, the court agreed to
lift the default subject to the Company obtaining a bond for $100,000. The
Company's application for a bond has been rejected and the Company has requested
the Court to reconsider this requirement. The Company intends to vigorously
pursue this matter.

See also, lease commitment matter above. Also see Notes 5, 6 and 10 of Notes to
Consolidated Financial Statements included in Form 10-KSB for the year ended
February 28, 2003.


                                       8
<PAGE>

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

      Factors and Risks That May Affect Future Results

      Some of the statements contained in this report discuss our plans and
strategies for our business or state other forward-looking statements, as this
term is defined in the Private Securities Litigation Reform Act of 1995. 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
presently have only one full time employee and are dependent on part-time
management, all of whom have agreed to reduced compensation in the short term
and none of whom are bound by term employment contracts, to raise capital or
realize value for our assets, (b) if we cannot obtain additional financing, we
will not be able to continue our activities and may be forced to sell our
products/technology or merge with another company or liquidate, (c) we have
incurred and expect to continue to incur significant losses, (d) if we were to
receive new capital, we would need to re-start our operations and there is the
risk that relationships, people and processes that were available to us in the
past may not be available to us in the future on the same terms or at all (e) we
may never achieve or maintain sales or profitability, (f) we are dependent on
the Illuminator products for all of our revenue, if any, in the next twelve
months, (g) 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, (h) 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, (i) we are dependent on an outsourced
manufacturer for all of our production (j) 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 (k) 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, 2003. 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 have
received U.S. marketing clearance from the FDA for our first two products for
use with the General Electric 1.5T Signa(R) MRI Systems. These two products,
Illuminator Probe and Illuminator Surface Coil, are intended to non-invasively
aid in the production of 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 developed these products and another product (Artery View) still under
development for intravascular MRI imaging, in a collaboration with the
Cardiovascular Institute of the Mount Sinai School of Medicine in New York which
concluded in October 2000. A key element of our business development plans
consists of the conduct of human clinical studies to further investigate the
clinical effectiveness and unique advantages of our products to support future
marketing and reimbursement efforts. We established our first such study in
October 2001 with Brigham and Women's Hospital, an affiliate of Harvard Medical
School. In August 2002, we began imaging human volunteers at Dartmouth Hitchcock
Medical Center ("Dartmouth"). In November 2002, the Western Internal Review
Board of Johns Hopkins Medical Center ("JHU") approved the protocol necessary to
conduct clinical studies at JHU but we did not start those studies in order to
preserve cash.

      Our principal investor, Noga Investments in Technology, Ltd. ("Noga"), has
provided approximately 75% of our equity financing over the past three fiscal
years. In September 2002, Noga's parent company sought protection from creditors
and in November 2002 a receiver was appointed to seize and manage Noga's assets
(including Noga's investment in the Company). As the loss of Noga's financial
support and its likely impact on our prospects became clear, we changed our
plans, reducing and ultimately eliminating all of our activities other than
those aimed at preserving our core technology and other assets and seeking a
financial or strategic or transaction or sale or license or technology or merger
with an unrelated operating business. We have no product sales to date and have
incurred net operating losses and negative cash flows since inception.


                                       9
<PAGE>

      Plan of Operations and Liquidity

      At May 31, 2003, we had approximately $635,000 in cash but we had negative
working capital and stockholders' deficit of approximately ($117,000) and
($110,000), respectively, and we continue to lose money. Cash used by operations
during the three months ended May 31, 2003 totaled approximately $129,000.

      Our plan of operations for the coming twelve months is to continue to take
action to preserve our core technology and other assets while we seek additional
capital or a strategic business arrangement or alternatively sell or license our
products/technology and or merge with an operating company. Our efforts to raise
additional capital or a strategic arrangement necessary to support our plans
have not been successful and we are actively reviewing possible merger
candidates with unrelated businesses that have revenues and operations and may
benefit from our status as a public entity. We do not have sufficient cash
resources to continue our plan for the coming twelve months, even at our reduced
compensation and expenditure levels. As such, we may have to take further
measures or cease activities altogether. See also, Notes 4 and 7 to Condensed
Consolidated Financial Statements.

      If our efforts to raise additional capital were to be successful, our
business plan calls for a significant increase in our expenditures. However, the
difficulties and uncertainties associated with restarting our activities after a
period of inactivity increase with the passage of time. We have no significant
commitments or plans to purchase equipment or other capital assets.

      Critical Accounting Principles -

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

      Going Concern Consideration - Our condensed consolidated financial
statements have been prepared assuming we are a "going concern". We are in need
of immediate substantial additional capital or a strategic business arrangement
in order to continue our planned activities. There can be no assurance that our
plans to 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 - The Company has adopted
Financial Accounting Standards Board Statement No. 146, Accounting for Costs of
Exit and Disposal Activities ("Statement 146"), as recommended by the Financial
Accounting Standards Board, for its exit from its Lynnfield, MA offices when it
"ceased to receive services" at the end of October 2002. The accrual of the
present value of the remaining lease obligation assumes, as an offset, that
sublease income from a subtenant located in February 2003, would be available to
mitigate the remaining obligation. Further, the Company has challenged the
computation of sublease offset made by the sublessor. Should the new sublessee
not complete the sublease for any reason or should our challenge to the
sublessor be successful, this accrual could be adjusted to reflect such future
events.

      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.


                                       10
<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 1. - Legal Proceedings

      In the matter of Medical Scientific, Inc., Plaintiff, v Magna-Lab Inc.,
Defendant, in the Superior Court of Bristol County in the Commonwealth of
Massachusetts, the following developments occurred in the quarter ended May 31,
2003. On May 12 and 16, 2003, the Company served its Answer and its Amended
Answer, respectively, to the Plaintiff stating, among other items, that
Massachusetts is not the correct venue and various counterclaims. On May 23,
2003, Plaintiff requested Entry of Default and Request for Default Judgment
complaining of technical deficiencies in the Company's Answer and Amended
Answer. Default was entered against the Company on May 27, 2003. On June 23,
2003, the Company's Motion to remove the default was granted, conditioned on the
Company posting a bond for $100,000 in this matter. On July 1, 2003 the
Company's application for a bond for $100,000 was rejected and on July 3, 2003,
the Company made a Motion for Reconsideration requesting that the condition for
posting a bond be lifted.

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
            May 31, 2003.


                                       11
<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: July 11, 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.


                                       12
<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: July 11, 2003                                 By: /s/ John R. Geisel
                                                         -----------------------
                                                         John R. Geisel
                                                         Chief Executive Officer


                                       13
<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: July 11, 2003                                 By: /s/ Kenneth C. Riscica
                                                         -----------------------
                                                         Kenneth C. Riscica
                                                         Chief Financial Officer


                                       14