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, 2006

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the transition period from __________ to __________

                         Commission file number 0-21320

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

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

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

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


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

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

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |X| No |_|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date - July 3, 2006

    Class A Common Stock, $.001 Par Value                       108,602,489
---------------------------------------------             ----------------------

    Class B Common Stock, $.001 Par Value                         330,372
---------------------------------------------             ----------------------
                    Class                                         Shares

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

<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

                                    CONTENTS

PART 1 - FINANCIAL INFORMATION (UNAUDITED)

      ITEM 1. - FINANCIAL STATEMENTS

         CONDENSED CONSOLIDATED BALANCE SHEET                                2

         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                     3

         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                     4

         CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT           5

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS              6 - 7

      ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
                OF OPERATION                                               8 - 9

      ITEM 3 - EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES             10

PART II - OTHER INFORMATION

      ITEM 6 - EXHIBITS                                                     10

SIGNATURES                                                                  11

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


                                        1
<PAGE>

PART I: FINANCIAL INFORMATION

      Item 1. - Financial Statements

                          MAGNA-LAB INC. AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEET
                            May 31, 2006 (unaudited)

                                     ASSETS

CURRENT ASSETS:
  Cash                                                             $     25,000
                                                                   ------------

      Total current assets                                         $     25,000
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable (including approximately $68,000 which is
    payable to the Company's President for expenses he paid on
    the Company's behalf)                                          $    227,000
  Accrued expenses and other current liabilities                         24,000
                                                                   ------------

      Total current liabilities                                         251,000
                                                                   ------------

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, 108,602,489 shares issued and outstanding        109,000
  Common stock, Class B, par value $.001 per share,
    3,750,000 shares authorized, 1,875,000 shares issued,
    330,372 shares outstanding                                            1,000
  Capital in excess of par value                                     27,061,000
  Accumulated deficit                                               (27,397,000)
                                                                   ------------
      Total stockholders' deficit                                      (226,000)
                                                                   ------------
                                                                   $     25,000
                                                                   ============

See accompanying Notes


                                       2
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    Three months ended May 31, 2006 and 2005
                                   (unaudited)

                                                  2006                 2005
                                             -------------        -------------

REVENUES                                     $          --        $          --
                                             -------------        -------------

COSTS AND EXPENSES:
 General and administrative                         32,000               30,000
                                             -------------        -------------

NET LOSS                                     $     (32,000)       $     (30,000)
                                             =============        =============

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING,
 BASIC AND DILUTED                             108,900,000           74,460,000
                                             =============        =============

NET LOSS PER SHARE,
 BASIC AND DILUTED                           $       (0.00)       $       (0.00)
                                             =============        =============

See accompanying Notes


                                       3
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                    Three months ended May 31, 2006 and 2005
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                        2006        2005
                                                                      --------    --------
<S>                                                                   <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                            $(32,000)   $(30,000)
                                                                      --------    --------
  Adjustments to reconcile net loss to net cash used in operations:
    Effect on cash of changes in operating assets and liabilities:
      Prepaid expenses and other assets                                  9,000       6,000
      Accounts payable, accrued liabilities and all other               (1,000)      7,000
                                                                      --------    --------

NET CASH USED IN OPERATING ACTIVITIES                                  (24,000)    (17,000)
                                                                      --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  None

CASH FLOWS FROM FINANCING ACTIVITIES:
  None

NET DECREASE IN CASH                                                   (24,000)    (17,000)
CASH:
  Beginning of period                                                   49,000      45,000
                                                                      --------    --------
  End of period                                                       $ 25,000    $ 28,000
                                                                      ========    ========

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, 2006 (unaudited)

<TABLE>
<CAPTION>
                                                     Common Stock
                              ---------------------------------------------------------   Capital in
                                         Class A                      Class B               Excess
                              ---------------------------------------------------------      of Par       Accumulated
                                  Shares        Amount         Shares         Amount         Value          Deficit
                              ---------------------------------------------------------------------------------------
<S>                            <C>           <C>                 <C>       <C>            <C>            <C>
BALANCES, February 28, 2006    108,602,489   $    109,000        330,372   $      1,000   $ 27,061,000   $(27,365,000)

NET LOSS                                --             --             --             --             --        (32,000)
                              ---------------------------------------------------------------------------------------
BALANCES, May 31, 2006         108,602,489   $    109,000        330,372   $      1,000   $ 27,061,000   $(27,397,000)
                              =======================================================================================
</TABLE>

See accompanying Notes.


                                       5
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION:

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

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

Company Activities - Magna-Lab Inc. and Subsidiary (the "Company") is focused on
engaging in a "reverse merger" transaction with an unrelated business that would
benefit from the Company's public reporting status. Additional activities have
included preserving cash, making settlements with creditors, attempting to raise
capital and continuing its public reporting.

The Company was previously engaged in research, development and
commercialization activities until it ceased such activities during the period
September 2002 through March 2003. The Company's efforts to raise additional
capital or enter into a strategic arrangement in order to complete
commercialization of its cardiac diagnostic Illuminator products and development
of its Artery View product or to seek other means to realize value through sale,
license or otherwise have been unsuccessful.

Going Concern Consideration - As indicated in the accompanying consolidated
financial statements, at May 31, 2006, the Company had approximately $25,000 in
cash and approximately $226,000 in negative working capital and stockholders'
deficit. For the three months ended May 31, 2006, the Company had a net loss of
approximately $32,000 and utilized approximately $24,000 of cash in operating
activities. Further, losses are continuing subsequent to May 31, 2006. These
factors, among others, indicate that the Company is in need of additional
financing or a strategic arrangement in order to continue its planned activities
for the fiscal year that began on March 1, 2006. The Company's plans to deal
with this uncertainty are described above in "Company Activities." Management's
plans to raise capital, enter into a strategic arrangement or sell or license
its products/technology or merge with an unrelated business have not been
successful to date and there can be no assurance that management's plans can be
realized at all. These factors, among others, indicate that the Company may be
unable to continue operations as a going concern. No adjustment has been made in
the accompanying financial statements to the amounts and classification of
assets and liabilities which could result should the Company be unable to
continue as a going concern.

NOTE 3 - 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 income (loss) per share were the same for all periods presented.

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUALS:

Approximately $88,000 of accounts payable relates to intellectual property
counsel fees and costs including approximately $68,000 of which has been paid by


                                       6
<PAGE>

and is therefore due to the Company's Chairman and President for payments he has
made on the Company's behalf to preserve certain intellectual property rights.
Accounts payable also includes approximately $90,000 from professional service
firms that have ceased providing services to the Company approximately four
years ago and include amounts charged for services that the Company would
dispute. Very limited or no collection activity has occurred to date.

See also Notes 3 and 7 to consolidated financial statements included in the
Company's Annual Report on Form 10-KSB for the year ended February 28, 2006 for
other information on outstanding liabilities and related matters.

There was no activity in the restructuring accrual for the pre-1997 activities
during the quarter ended May 31, 2006 or 2005. 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 previously accounted for employee and director stock-based
compensation arrangements in accordance with the provisions of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
(APBO No. 25), and related interpretations, and complies with the disclosure
provisions of Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock Based Compensation" and SFAS No. 148 "Accounting for Stock
Based Compensation - Transition and Disclosure." The Company was required to
disclose the pro forma net income as if the fair value method defined in SFAS
No. 123 had been applied to employee and director stock based compensation. Had
compensation cost for the Company's stock options granted to employees and
directors been determined consistent with SFAS No. 123, there would have been no
effect on the Company's net income (loss) and net income (loss) per share for
the three months ended May 31, 2005.

In December 2004, the FASB issued SFAS 123R, "Share-Based Payment". This
statement is a revision of SFAS 123, "Accounting for Stock Issued to Employees,"
and is effective, for the Company, as of the beginning March 2006 as further
described in Note 2 to our Consolidated Financial Statements contained in our
Annual Report on Form 10-KSB for the year ended February 28, 2006. There was no
effect on net loss by the adoption of this statement as required on March 1,
2006 as the Company has not issued any stock options that would be affected by
this pronouncement.

Stock awards to consultants and other non-employees are accounted based on an
estimate of their fair value at the time of grant and, in the instance of
options and warrants, are based upon a Black Scholes option valuation model.

In April 2004, the Board of Directors agreed to reserve 9,000,000 shares of
class A common stock for issuance to directors and management in the event that
their efforts result in Board approval of a merger or financing transaction.


                                       7
<PAGE>

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

      Factors and Risks That May Affect Future Results

      Some of the statements contained in this report discuss our plans and
strategies for our business or state other forward-looking statements, as this
term is defined in the Private Securities Litigation Reform Act of 1995.
Statements that are not statements of historical facts may be deemed to be
forward-looking statements. The words "anticipate," "believe," "estimate,"
"expect," "plan," "intend," "should," "seek," "will," and similar expressions
are intended to identify these forward-looking statements, but are not the
exclusive means of identifying them. These forward-looking statements reflect
the current views of our management. However, various risks, uncertainties and
contingencies could cause our actual results, performance or achievements to
differ materially from those expressed in, or implied by, these statements.

Some of these many risks include:

o     we have incurred significant net losses in the past and unless we receive
      additional financing, we may be forced to cease all operations and
      liquidate our company,
o     we may issue shares of our capital stock or debt securities to raise
      capital and to complete a business combination, which would reduce the
      equity interest of our stockholders and likely cause a change in control
      of our ownership,
o     if we merge with an unrelated business, we may divest our cardiac MRI
      technology, partly in connection with or in anticipation of a merger with
      an unrelated business or such technology may remain with the Company and
      not receive any priority in allocation of any funding that may be
      available,
o     if we merge with an unrelated business, it is likely that our current
      officers and directors may resign upon consummation of a business
      combination,
o     because of our limited resources and the significant competition for
      business combination opportunities, we may not be able to consummate a
      business combination with suitable growth potential,
o     we may be unable to obtain additional financing that may be needed to fund
      the operations and/or growth of the target business,
o     we have no full time employees and are substantially dependent on the
      efforts of part-time management and members of the Board of Directors,
      working for per-diem or no cash compensation, none of whom are bound by
      term employment agreements and
o     our significant shareholders and executive officers and directors
      currently are able, by virtue of their position as managers of Magna
      Acquisition LLC, a 56% shareholder of the Company, (See Note 4 to the
      Company's Consolidated Financial Statements in its Annual Report, as well
      as Item 12. "Certain Relationships and Related Transactions", on Form
      10-KSB for the year ended February 28, 2006), to influence matters
      requiring stockholder approval and their interests may conflict with those
      of other shareholders.

      For a more complete listing and description of these and other risks that
the Company faces please see our Annual Report on Form 10-KSB for the year ended
February 28, 2006. We assume no obligation to update any forward-looking
statements contained in this report, whether as a result of new information,
future events or otherwise. Any investment in our common stock involves a high
degree of risk.

      Overview, Background and History

      We are currently a "shell company" with no meaningful assets or operations
other than our efforts to identify and merge with an operating company. We no
longer have any full-time employees and our Chief Executive and Chief Financial
Officers serve on a part-time consulting basis.

      Prior to March 2003, our business had been focused on pre-revenue
development and commercialization of disposable medical devices designed to
enhance the effectiveness of magnetic resonance imaging in detection and
diagnosis of heart disease. Due to the unavailability of funding, beginning in
the Fall of 2002 we essentially ceased all of our operations including product


                                       8
<PAGE>

development and commercialization activities. Our efforts to realize value for
our prior business and MRI technology have been unsuccessful. As a result, we
view our most viable option to be merging with an unrelated operating company
that would benefit from our status as a reporting company in a so-called
"reverse merger" transaction. Entering into a "reverse merger" would likely
involve very substantial dilution to the existing shareholders. It would,
however, provide an opportunity to return some value to shareholders. We do not
have any commitments to merge with any company nor have we identified a suitable
merger candidate.

      In order to raise cash to continue our efforts to pursue a reverse merger,
on October 31, 2005, the Company consummated a stock purchase agreement with
Magna Acquisition LLC ("MALLC") which resulted in a change of control of our
company. Under the agreement, we sold 30,000,000 shares of Class A Common Stock
to MALLC for gross proceeds of $190,000, before expenses. Contemporaneous with
the new investment, MALLC purchased from our former principal stockholder
30,772,729 shares of the Company's Class A Common Stock, representing all the
shares of our common stock owned by that shareholder. Two of our directors and
our Chief Financial Officer serve as sole managers of MALLC, with the ability to
vote and dispose of the shares of our Company owned by MALLC by majority vote.
These directors have assumed a lead role with management in pursuing financing
and merger candidates and operating matters.

      While we have reduced our expenditures very significantly, we do not have
sufficient cash to continue our activities for the coming twelve months. We
currently do not have any commitments for new funding.

      Plan of Operations and Liquidity

      At May 31, 2006, we had approximately $25,000 in cash and our working
capital deficit and stockholders' deficit were both approximately $226,000. We
continue to lose money. Net loss for the three months ended May 31, 2006 was
approximately $32,000 and cash used during the three months totaled
approximately $24,000.

      Our plan of operations for the coming twelve months is to pursue our
"reverse merger" strategy and to continue to take actions to preserve our cash
and public reporting to the extent possible and to raise capital, which is
needed. Our cash resources have been insufficient to preserve certain
intellectual property rights associated with our cardiac diagnostic technology.
However, our Chairman and President has expended approximately $68,000 on our
behalf through May 31, 2006 to fund the continued protection of certain of such
intellectual property rights. Additionally, approximately $22,000 is owed to
intellectual property counsel and it is unclear whether such payments will
continue to be made by the Chairman and President to fund these expenditures
that we can no longer fund. We do not have the cash resources to continue our
plan for the coming twelve months, even at our reduced compensation and
expenditure levels. As such, we may have to take further measures or cease
activities altogether, including possibly terminating our public reporting
status.

      Should we enter into a "reverse-merger" transaction, it is highly unlikely
that any funds would be allocated to our prior cardiac diagnostic business
(which business would require significant capital). Further, since we do not
have the cash to continue to preserve the intellectual property of that
business, we may be forced to abandon it altogether.

      Critical Accounting Principles -

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

      Going Concern Consideration - Our condensed consolidated financial
statements have been prepared assuming we are a "going concern". We are in need
of immediate substantial additional capital or a strategic business arrangement
in order to continue our planned activities. There can be no assurance that our
plans to address this need can be realized. As such, we may be unable to
continue operations as a going concern. No adjustment has been made in the
condensed consolidated financial statements which could result should we be
unable to continue as a going concern.


                                       9
<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 the end of the
reporting period (the "Evaluation Date"), have concluded that as of the
Evaluation Date, our disclosure controls and procedures were adequate and
designed to ensure that material information relating to us and our consolidated
subsidiary and required to be included in the reports we file or submit to the
Securities and Exchange Commission would be made known to them by others within
those entities.

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

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

PART II - OTHER INFORMATION

Item 6. - Exhibits

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

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

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

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


                                       10
<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 14, 2006                           By: /s/ Lawrence A. Minkoff
                                                  ------------------------------
                                                  Lawrence A. Minkoff, Chairman,
                                                  President and Chief Scientific
                                                  Officer (Principal Executive
                                                  Officer)

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


                                       11
<PAGE>

                                INDEX TO EXHIBITS

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

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

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

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

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


                                       12