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, 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 - October 10, 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                                              9-11

         ITEM 3. - EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES           12

PART II - OTHER INFORMATION

         ITEM 1. - LEGAL PROCEEDINGS                                          12

         ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K                           12

SIGNATURES                                                                    13

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, 2003 (unaudited)

                                     ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                        $    313,000
  Inventory, deposits and prepaid expenses                               23,000
                                                                   ------------

     Total current assets                                               336,000

PROPERTY AND EQUIPMENT, net                                               7,000
                                                                   ------------

                                                                   $    343,000
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                            $    541,000
                                                                   ------------

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                                     26,917,000
  Accumulated deficit                                               (27,190,000)
                                                                   ------------
        Total stockholders' deficit                                    (198,000)
                                                                   ------------
                                                                   $    343,000
                                                                   ============

See accompanying Notes


                                       2
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             Three and nine months ended November 30, 2003 and 2002
                                   (unaudited)

<TABLE>
<CAPTION>
                                                Three months ended                Nine months ended
                                                ------------------                -----------------
                                                   November 30,                      November 30,
                                                   ------------                      ------------

                                              2003             2002             2003             2002
                                          ---------------------------------------------------------------
<S>                                       <C>              <C>              <C>              <C>
REVENUES                                  $         --     $         --     $         --     $         --
                                          ------------     ------------     ------------     ------------

COSTS AND EXPENSES:
  Selling, general and administrative           50,000          612,000          232,000        1,605,000
  Stock compensation charge                          0           24,000           22,000          519,000
  Research and development                      12,000          190,000           80,000          879,000
  Gain from settlements with creditors        (112,000)         (19,000)        (112,000)         (19,000)
                                          ------------     ------------     ------------     ------------
                                               (50,000)         807,000          222,000        2,984,000
                                          ------------     ------------     ------------     ------------

OTHER INCOME (EXPENSE):
  Interest income                                1,000            4,000            2,000           21,000
  Interest imputed on present value of
    lease exit liability                        (2,000)              --           (6,000)              --             .
                                          ------------     ------------     ------------     ------------

NET INCOME (LOSS)                         $     49,000     $   (803,000)    $   (226,000)    $ (2,963,000)
                                          ============     ============     ============     ============

WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING,
  BASIC AND DILUTED                         74,460,000       74,460,000       74,460,000       74,460,000
                                          ============     ============     ============     ============

NET INCOME (LOSS) PER SHARE,
  BASIC AND DILUTED                       $      (0.00)    $      (0.01)    $      (0.00)    $      (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
                  Nine months ended November 30, 2003 and 2002
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                           2003            2002
                                                                           ----            ----
<S>                                                                 <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                          $  (226,000)    $(2,963,000)
                                                                    -----------     -----------
  Adjustments:
    Depreciation and amortization                                        12,000          22,000
    Non-cash charge for options/warrants                                 22,000         519,000
    Gain from settlements with creditors                               (112,000)        (19,000)
    Allowance for related party receivable                                   --          59,000
    Use pledged cash to pay lease                                            --          59,000
  Effect on cash of changes in operating assets and liabilities:
    Inventory, deposits and prepaid expenses                              7,000          59,000
    Accounts payable and accrued expenses and all other                (154,000)        137,000
                                                                    -----------     -----------
           Total adjustments                                           (225,000)        874,000
                                                                    -----------     -----------

NET CASH USED IN OPERATING ACTIVITIES                                  (451,000)     (2,089,000)
                                                                    -----------     -----------

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

CASH FLOWS FROM FINANCING ACTIVITIES
    None

NET DECREASE IN CASH
  AND CASH EQUIVALENTS                                                 (451,000)     (2,148,000)
CASH AND CASH EQUIVALENTS:
  Beginning of period                                                   764,000       3,091,000
                                                                    -----------     -----------
  End of period                                                     $   313,000     $   943,000
                                                                    ===========     ===========

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 nine months ended November 30, 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                    --              --              --              --          22,000              --

NET LOSS                                 --              --              --              --              --        (226,000)
                                 ------------------------------------------------------------------------------------------

BALANCES, November 30, 2003      74,079,453    $     74,000         379,485    $      1,000    $ 26,917,000    $(27,190,000)
                                 ==========================================================================================
</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. Certain reclassifications have been made in the Consolidated
Statements of Operations for the prior year to conform to current year
presentation.

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). Such efforts are being made by members of executive
management and the Board on a limited, part-time basis. 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 November 30, 2003, the Company had
approximately $313,000 in cash, approximately $205,000 in negative working
capital and stockholders' deficit of approximately $198,000. For the nine months
ended November 30, 2003, the Company had a net loss of approximately $226,000
and utilized approximately $451,000 in cash for operating activities, including
approximately $219,000 spent in the quarter ended November 30, 2003. Further,
losses are continuing subsequent to November 30, 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


                                       6
<PAGE>

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 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES:

During the three months ended November 30, 2003 the Company paid approximately
$116,000 to reduce approximately $228,000 of accounts payable, accrued
liabilities and the estimated present value of its lease exit liability.
Negotiated reductions aggregated approximately $112,000 and are reflected in
operations. Approximately $13,000 of such payments was charged to the
restructuring accrual related to "pre 1997 liabilities" (see Note 10 to
Consolidated Financial Statements for the year ended February 28, 2003 included
in Form 10-KSB). There was no other activity in the restructuring accrual during
the quarter or nine months ended November 30, 2003. The Company periodically
adjusts the remaining accrual based on the status of the matters and activity
given the passage of time.

Accounts payable and accrued liabilities at November 30, 2003 includes amounts
payable to management and the Board totaling approximately $113,000 for earned
compensation.

Also see, Note 7.

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, if 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 and nine months ended November 30, 2003 and 2002:

<TABLE>
<CAPTION>
                                       3 Mos. 2003    3 Mos. 2002     9 Mos. 2003     9 Mos. 2002
                                       -----------    -----------     -----------     -----------
<S>                                    <C>            <C>             <C>             <C>
      Net income (loss) as reported    $    49,000    $  (803,000)    $  (226,000)    $(2,963,000)
      Deduct stock based
      compensation for employee
      options determined based on
      estimated fair value using
      Black Sholes model at date
      of grant                         $        --    $  (138,000)    $        --     $  (402,000)
                                       ----------------------------------------------------------
      Pro forma net income (loss)      $    49,000    $  (941,000)    $  (226,000)    $(3,365,000)
      Loss per share:
      As reported                      ($     0.00)   ($     0.01)    ($     0.00)    ($     0.03)
      Pro forma                        ($     0.00)   ($     0.01)    ($     0.00)    ($     0.05)
</TABLE>

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%.


                                       7
<PAGE>

NOTE 6 - OTHER MATTERS:

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 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.

NOTE 7 - COMMITMENTS AND CONTINGENCIES:

Lease commitment; exit activities - During the three months ended November 30,
2003, the Company entered into a Mutual Settlement and Release Agreement
settling all liabilities associated with the Company's former offices in
Lynnfield, MA as discussed in Note 4. Background on this liability is contained
in Note 6 to the Consolidated Financial Statements contained in the Company's
Form 10-KSB for the year ended February 28, 2003 and subsequent Form 10-QSB
filings.

Litigation - In May 2003, a default was entered in the Superior Court of Bristol
County in the Commonwealth of Massachusetts ("Massachusetts Court") against the
Company in a lawsuit brought by a former vendor of the Company. The default was
based on a procedural matter. In October 2003, the Massachusetts Court awarded
the vendor approximately $92,000 in claimed damages plus legal fees and costs of
approximately $38,000 and interest at 12% from September 2002. Counsel has
advised the Company that the Default in Massachusetts requires action in New
York in order to be enforced in New York. The Company, based on advice of
counsel, intends to vigorously contest this matter in New York. The Company
believes, based on the advice of counsel, that the ultimate liability, if any,
in this matter remains uncertain pending the Company's planned opposition of
attempts to enforce such judgment in New York.

An action filed by the Company in New York to recover over $110,000 paid to this
vendor was dismissed in November 2003 on procedural grounds.

See also, 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 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, if we are able to restart our operations, (g) revenue
for the Illuminator products would be 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 device (Artery View), 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 consisted 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. All such studies have been suspended or deferred in
order to preserve cash.

      Our principal shareholder, Noga Investments in Technology, Ltd. ("Noga"),
provided approximately 75% of the equity financing used to finance our
operations 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


                                       9
<PAGE>

strategic 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.

      Plan of Operations and Liquidity

      At November 30, 2003, we had approximately $313,000 in cash but we had
negative working capital and stockholders' deficit of approximately $205,000 and
$198,000, respectively, and we continue to lose money. Cash used by operations
during the nine months ended November 30, 2003 totaled approximately $451,000.

      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 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 expenditure levels. Further, our
management and Board are operating with significantly reduced or no compensation
and there is no assurance that any or all of them will continue to provide
services to the Company. As such, we may have to take further measures or cease
activities altogether. See also, Notes 4 and 7 to Condensed Consolidated
Financial Statements.

      In October 2003, the Board of Directors authorized management to engage in
and advance settlement discussions aimed at paying various accounts payable and
other liabilities on a reduced basis. During the three months ended November 30,
2003 the Company paid approximately $116,000 to reduce approximately $228,000 of
such accounts payable and other liabilities (including an office lease
liability), reflecting negotiated reductions aggregating approximately $112,000.

      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 commitments
or plans to purchase equipment or other capital assets.

      See Note 7 to Condensed Consolidated Financial Statements regarding an out
of state default judgment entered against the Company in October 2003 that the
Company plans to vigorously oppose. Should successful enforcement of such
judgment occur in New York it would adversely affect the Company's liquidity and
could force us to cease all operations.

      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 principles. 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.

      Use of Estimates and Assumptions - The preparation of financial statements
in accordance with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results can, and in
many cases will, differ from those estimates. The litigation with a


                                       10
<PAGE>

vendor discussed in Note 7 to Condensed Consolidated Financial Statements
involves liabilities potentially in excess of $140,000 (certain of which have
been recorded to the financial statements based on management estimates).
Litigation is inherently uncertain and the ultimate resolution or settlement of
this matter could occur at amounts that differ from those reflected in the
financial statements.

      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.


                                       11
<PAGE>

Item 3. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. The chief executive
officer and our chief financial officer, after evaluating the effectiveness of
the Company's "disclosure controls and procedures" (as defined in the Securities
Exchange Act of 1934 Rules 13a-14(c) and 15-d-14(c)) as of the end of the period
covered by this quarterly report, have concluded that as of such date, our
disclosure controls and procedures were adequate and designed to ensure that
material information relating to us and required to be disclosed in the reports
we file or submit to the Securities and Exchange Commission would be made known
to them.

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

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

PART II - OTHER INFORMATION

Item 1. - Legal Proceedings

      See Form 10-QSB for the quarter ended May 31, 2003 for a description of
developments 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, including Default that was entered in May 2003 against the
Company on procedural grounds. On October 17, 2003 the Superior Court of Bristol
County awarded damages against the Company of $92,363.87 on the principal claim
together with interest on such amount at 12% per annum from September 23, 2002,
as well as Plaintiff's attorney's fees and costs in the amount of $37,638.52.

      On November 10, 2003, the Company's action in Supreme Court of the County
of Nassau in the State of New York against Medical Scientific, Inc. alleging
breach of contract and seeking, among other things, to recover $111,251.25 paid
to Medical Scientific Inc. as well as recovery of $15,000 for equipment held by
Medical Scientific, Inc. was dismissed by the Court on procedural grounds.

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

      (a) Exhibits

            10.25 Settlement and Mutual Release Agreement between the Company
                  and WebCT dated November 2003.
            31.1  Certification of Principal Executive Officer pursuant to
                  Exchange Act Rule 13a - 14(a), as adopted pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002.
            31.2  Certification of Principal Financial Officer pursuant to
                  Exchange Act Rule 13a - 14(a), as adopted pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002.
            32.1  Certification of Principal Executive Officer pursuant to 18
                  U.S.C. 1350 as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.
            32.2  Certification of Principal Financial Officer pursuant to 18
                  U.S.C. 1350 as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.

      (b) The Company filed no reports on Form 8-K during the quarter ended
November 30, 2003.


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<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                   MAGNA-LAB INC.
                                          --------------------------------------
                                                    (Registrant)

Date: January 13, 2004                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)


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<PAGE>

                                  EXHIBIT INDEX

ITEM                                                                        PAGE

10.25       Settlement Agreement and Mutual Release between the              15
            Company and WebCT dated November 2003.
31.1        Certification of Principal Executive Officer pursuant to         18
            Exchange Act Rule 13a - 14(a), as adopted pursuant to
            Section 302 of the Sarbanes-Oxley Act of 2002.
31.2        Certification of Principal Financial Officer pursuant to         19
            Exchange Act Rule 13a - 14(a), as adopted pursuant to
            Section 302 of the Sarbanes-Oxley Act of 2002.
32.1        Certification of Principal Executive Officer pursuant to         20
            18 U.S.C. 1350 as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002.
32.2        Certification of Principal Financial Officer pursuant to         21
            18 U.S.C. 1350 as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002.


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