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: August 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 - October 2, 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 - DISCLOSURE CONTROLS AND PROCEDURES                          10

PART II - OTHER INFORMATION

         ITEM 5 - OTHER INFORMATION                                           10

         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
                           August 31, 2006 (unaudited)

<TABLE>
                                                 ASSETS
<S>                                                                                       <C>
CURRENT ASSETS:
  Cash                                                                                    $      3,000
  Prepaid expenses                                                                              16,000
                                                                                          ------------
    Total current assets
                                                                                          $     19,000
                                                                                          ============

                                 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)                      $    229,000
  Accrued expenses and other current liabilities                                                29,000
  Note payable                                                                                  12,000
                                                                                          ------------
    Total current liabilities                                                             $    270,000
                                                                                          ------------

COMMITMENTS AND CONTINGENCIES

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                                                                      (27,422,000)
                                                                                          ------------
    Total stockholders' deficit                                                               (251,000)
                                                                                          ------------
                                                                                          $     19,000
                                                                                          ============
</TABLE>

See accompanying Notes


                                                   2
<PAGE>

                                     MAGNA-LAB INC. AND SUBSIDIARY

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

<TABLE>
<CAPTION>
                                      Three months ended                   Six months ended
                                          August 31,                           August 31,
                                      ------------------                   ----------------
                                    2006              2005              2006                2005
                                --------------------------------------------------------------------
<S>                             <C>               <C>               <C>                 <C>
REVENUES                        $         --      $         --      $         --        $         --

COSTS AND EXPENSES:
  General and administrative          25,000            58,000            57,000              88,000
                                ------------      ------------      ------------        ------------

NET LOSS                        $    (25,000)     $    (58,000)     $    (57,000)       $    (88,000)
                                ============      ============      ============        ============

WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING,
  BASIC AND DILUTED              108,933,000        74,460,000       108,933,000          74,460,000
                                ============      ============      ============        ============

NET LOSS PER SHARE,
  BASIC AND DILUTED             $      (0.00)     $      (0.00)     $      (0.00)       $      (0.00)
                                ============      ============      ============        ============
</TABLE>

See accompanying Notes


                                                   3
<PAGE>

                                     MAGNA-LAB INC. AND SUBSIDIARY

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

<TABLE>
<CAPTION>
                                                                             2006         2005
                                                                           --------     --------
<S>                                                                        <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                 $(57,000)    $(88,000)
                                                                           --------     --------
  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                                      (7,000)     (24,000)
      Accounts payable, accrued liabilities and all other                    22,000       82,000
                                                                           --------     --------

NET CASH USED IN OPERATING ACTIVITIES                                       (42,000)     (30,000)
                                                                           --------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  None

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments of notes payable                                                  (4,000)      (7,000)
                                                                           --------     --------

NET DECREASE IN CASH                                                        (46,000)     (37,000)
CASH:
  Beginning of period                                                        49,000       45,000
                                                                           --------     --------
  End of period                                                            $  3,000     $  8,000
                                                                           ========     ========

SUPPLEMENTAL INFORMATION ON NON-CASH TRANSACTIONS
  Note payable used to finance insurance                                   $ 16,000     $ 33,000
                                                                           ========     ========
</TABLE>

See accompanying Notes.


                                       4
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
              For the six months ended August 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                                 --              --              --              --              --         (57,000)
                               --------------------------------------------------------------------------------------------
BALANCES, August 31, 2006       108,602,489    $    109,000         330,372    $      1,000    $ 27,061,000    $(27,422,000)
                               ============================================================================================
</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 August 31, 2006, the Company had approximately $3,000
in cash and approximately $251,000 in negative working capital and stockholders'
deficit. For the six months ended August 31, 2006, the Company had a net loss of
approximately $57,000 and utilized approximately $46,000 of cash. Further,
losses are continuing subsequent to August 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." See also Note 6.
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, ACCRUALS AND NOTES PAYABLE:

Approximately $90,000 of accounts payable relates to intellectual property
counsel fees and costs including approximately $68,000 of which has been paid by
and is therefore due to the Company's Chairman and President for payments he has
made on the Company's behalf to preserve certain intellectual property rights.


                                       6
<PAGE>

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. Note
payable of approximately $12,000 is payable over seven months to a credit
company, includes deferred interest of less than $1,000 and is unsecured.

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 and six months ended August 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 complied 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 and six months ended August 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.

NOTE 6 - SUBSEQUENT EVENTS AND OTHER CONTINGENT LIABILITIES:

Subsequent event - On September 29, 2006 the Company borrowed $25,000 from a
related party, its principal shareholder, under a note payable on January 27,
2007 with interest payable at 12% per annum.

Other contingent liabilities - During the quarter ended August 31, 2006, the
Company was contacted by the New York State Workers Compensation Board
assessing, in two matters, penalties which aggregate approximately $15,000 for
the alleged failure of the Company to maintain Workman's Compensation insurance
for certain periods in 2003. The Company responded in detail that it had
maintained the required Workman's Compensation insurance during the periods
alleged to be in violation. The Company has heard nothing further with respect
to one assessment totaling approximately $13,500 but the other assessment for
approximately $1,500 was turned over to a collection agency. The Company
continues to vigorously contest this matter as it has maintained the required
insurance.

During the quarter ended August 31, 2006, the Company was contacted by the New
York State Department of Taxation and Finance ("NYSDTF") assessing additional
income taxes, interest and penalties in the aggregate of approximately $6,000
for the fiscal year ended February 28, 2006. The Company has responded that no
additional tax is due and provided information to support that position. NYSDTF
has responded by requesting additional information.


                                       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 expect to 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 largest shareholder and certain of our executive officers, by virtue
      of their position as managers of our largest shareholder (who holds
      approximately 56% of our voting stock) are able 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
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.


                                       8
<PAGE>

      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. On September 29, 2006, the Company
executed a promissory note in favor of MALLC in exchange for proceeds of
$25,000. The promissory note is payable on January 27, 2006 with interest
calculated at 12% per annum.

      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 August 31, 2006, we had approximately $3,000 in cash and our working
capital deficit and stockholders' deficit were both approximately $251,000. We
continue to lose money. Net loss for the six months ended August 31, 2006 was
approximately $57,000 and cash used during the six months totaled approximately
$46,000.

      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.
Our Chairman and President has expended approximately $68,000 on our behalf
through August 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.

      On September 29, 2006 the Company borrowed $25,000 from its principal
shareholder as described above. The Company believes that the proceeds of that
borrowing will permit the Company to operate until approximately November or
December 2006.

      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. 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 5. Other Information

On September 29, 2006, the Company executed a promissory note in favor of MALLC
in exchange for proceeds of $25,000. The promissory note is payable on January
27, 2006 with interest calculated at 12% per annum.

Item 6. - Exhibits

      10.1  Promissory Note dated as of September 29, 2006 issued in favor of
            Magna Acquisition LLC

      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: October 13, 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
---                                -----------

10.1  Promissory Note dated as of September 29, 2006 issued in favor of Magna
      Acquisition LLC

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