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, 2005

      |_|   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 - January 10, 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             6-8

      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 6 - EXHIBITS                                                       12

SIGNATURES                                                                    13

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
                          November 30, 2005 (unaudited)

                                     ASSETS

CURRENT ASSETS:
  Cash                                                             $     77,000
  Prepaid expenses and other current assets                              20,000
                                                                   ------------

     Total current assets                                          $     97,000
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Note payable                                                     $     16,000
  Accounts payable                                                      211,000
  Accrued expenses and other current liabilities                         35,000
                                                                   ------------

        Total current liabilities                                       262,000
                                                                   ------------

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       108,000
  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                                               (27,335,000)
                                                                   ------------
        Total stockholders' deficit                                    (165,000)
                                                                   ------------
                                                                   $     97,000
                                                                   ============

See accompanying Notes


                                       2
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             Three and nine months ended November 30, 2005 and 2004
                                   (unaudited)

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

                                                          2005             2004             2005             2004
                                                      ---------------------------------------------------------------
<S>                                                   <C>              <C>              <C>              <C>
REVENUES                                              $         --     $         --     $         --     $         --
                                                      ------------     ------------     ------------     ------------

COSTS AND EXPENSES:
  General and administrative                                66,000           44,000          155,000          140,000
  Stock compensation charge                                  6,000                0            6,000                0
  Gain from settlement with management & directors        (101,000)               0         (101,000)               0
                                                      ------------     ------------     ------------     ------------

OTHER INCOME (EXPENSE):
   Interest income                                               0                0                0            1,000
                                                      ------------     ------------     ------------     ------------

NET INCOME (LOSS)                                     $     29,000     $    (44,000)    $    (60,000)    $   (139,000)
                                                      ============     ============     ============     ============

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING,
 BASIC AND DILUTED                                      85,800,000       74,460,000       78,300,000       74,460,000
                                                      ============     ============     ============     ============

NET INCOME (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
                  Nine months ended November 30, 2005 and 2004
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                           2005          2004
                                                                        ---------     ---------
<S>                                                                     <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                              $ (60,000)    $(139,000)
                                                                        ---------     ---------
  Adjustments to reconcile net loss to cash used in operations:
    Depreciation and amortization                                               0         6,000
    Gain from settlements with management and directors                  (101,000)            0
    Stock compensation charge                                               6,000             0
    Effect on cash of changes in operating assets and liabilities:
       Prepaid expenses and other assets                                  (10,000)       (8,000)
       Accounts payable, accrued liabilities and all other                 54,000       (49,000)
                                                                        ---------     ---------
           Total adjustments                                              (51,000)      (51,000)
                                                                        ---------     ---------

NET CASH USED IN OPERATING ACTIVITIES                                    (111,000)     (190,000)
                                                                        ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   None

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash received for demand notes payable                                   6,000             0
   Payments of note payable and demand notes payable                      (23,000)      (13,000)
   Sale of common stock                                                   190,000             0
   Payments of stock issuance expenses                                    (30,000)            0
                                                                        ---------     ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                       143,000       (13,000)
                                                                        ---------     ---------

NET INCREASE (DECREASE) IN CASH                                            32,000      (203,000)
CASH:
  Beginning of period                                                      45,000       266,000
                                                                        ---------     ---------
  End of period                                                         $  77,000     $  63,000
                                                                        =========     =========

SUPPLEMENTAL INFORMATION ON NON-CASH TRANSACTIONS
    Notes payable                                                       $  33,000     $  28,000
                                                                        =========     =========
    Stock issued to settle liabilities with management and directors    $  12,000     $       0
                                                                        =========     =========
</TABLE>

See accompanying Notes.


                                       4
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
             For the nine months ended November 30, 2005 (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, 2005       74,128,566    $     74,000         330,372    $      1,000    $ 26,917,000     $(27,275,000)

ISSUE SHARES FOR CASH             30,000,000          30,000               0               0         160,000                0

PAY INVESTOR EXPENSES                      0               0               0               0         (30,000)

ISSUE SHARES FOR LIABILITIES
    AND COMPENSATION               4,473,923           4,000               0               0          14,000                0

NET LOSS                                  --              --              --              --              --          (60,000)

BALANCES, November 30, 2005      108,602,489    $    108,000         330,372    $      1,000    $ 27,061,000     $(27,335,000)
</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, 2005.

Certain reclassifications have been made to the prior year financial statements
to conform to the current presentation. Specifically, costs associated with
intellectual property are now included with General and Administrative expenses.
Such costs were formerly included in Research and Development expenses. See also
Note 4.

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

Company Activities - Magna-Lab Inc. and Subsidiary (the "Company") has ceased
substantially all of its prior business activity and views its most viable
option to be merging with an unrelated operating company that would benefit from
its status as a reporting company in a so-called "reverse merger" transaction.
The Company's activities have included preserving cash and the Company's
technology, making settlements with creditors, attempting to raise capital and
continuing our 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 November 30, 2005, the Company had approximately
$77,000 in cash and approximately $165,000 in negative working capital and
stockholders' deficit. For the nine months ended November 30, 2005, the Company
had a net loss of approximately $60,000 (after a non-recurring gain on
settlement of liabilities of $101,000) and utilized approximately $111,000 in
cash in operating activities. Further, losses are continuing subsequent to
November 30, 2005. 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, 2005. 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 income (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.


                                       6
<PAGE>

NOTE 4 - NOTES PAYABLE, ACCOUNTS PAYABLE AND ACCRUALS:

Note payable of $16,000 is payable over five months to a credit company,
includes deferred interest of less than $1,000 and is unsecured.

During the quarter ended November 30, 2005, the Company entered into a
Settlement and Release Agreement with management and former management settling
accounts payable of approximately $113,000 for the payment of 2,973,923 shares
of class A common stock of the Company. The difference between the estimated
fair value of the shares given and the recorded liability is recorded as Gain on
settlement with management and directors in the accompanying consolidated
financial statements. See also Note 5.

Approximately $69,000 of accounts payable relates to intellectual property
counsel fees and costs including approximately $47,000 of which that 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.

See also Note 5 below and 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, 2005 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 November 30, 2005 or 2004. The Company periodically
adjusts the remaining accrual based on the status of the matters and activity
given the passage of time.

In October 2005, two officers and another party loaned the Company an aggregate
of approximately $6,000 on a demand, non-interest bearing basis. Such loan was
repaid in November 2005.

NOTE 5 - COMMON STOCK AND CHANGE IN CONTROL:

On October 31, 2005, the Company entered into and consummated a stock purchase
agreement with Magna Acquisition LLC (the "Purchaser"). Under the agreement, the
Company issued and sold to the Purchaser 30,000,000 shares of Class A Common
Stock ("Common Stock") in consideration for gross cash proceeds of $190,000,
before expenses (the "New Investment"). Two directors of the Company and the
Company's Chief Financial Officer serve as sole managers of the Purchaser, with
the ability to vote and dispose of such shares owned by the Purchaser by
majority vote. None of the managers, nor any other affiliates of the Company
prior to the transaction, had any economic interest in the Purchaser and, except
as noted above, to our knowledge none of such persons has any other material
relationship with the Purchaser.

Contemporaneous with the New Investment, the Purchaser purchased from the
Company's former principal stockholder, Noga Investments in Technology Ltd.
("Noga"), a company in receivership, 30,772,729 shares of the Company's Common
Stock, constituting all of the shares of Common Stock owned by Noga (the "Noga
Purchase"). The total purchase price for such shares was $60,000, all of which
was funded with the Purchaser's own funds.

In connection with and as a condition to consummation of the Noga Purchase and
the New Investment, the Company delivered a release in favor of Noga covering
certain claims the Company may have had against Noga. The Company has assigned
no value to the release as it released claims which had been abandoned in 2002
as unrealizable under any circumstances. Additionally the Company agreed to pay,
and paid, $43,000 of the Purchaser's legal costs in connection with the New
Investment and the Noga Purchase. A portion of such legal costs associated with
the Noga Purchase were charged to the Condensed Consolidated Statement of
Operations.

As a condition to the New Investment, the Company entered into a Settlement and
Release Agreement with members of management and former management under which
such persons released claims for deferred compensation totaling $113,000 and
canceled options to purchase an aggregate of 2,325,000 shares of Common Stock,
in consideration for the issuance to such individuals of an aggregate of
2,973,923 shares of Common Stock. See also Note 4. In addition, the Company
granted to an officer 1,500,000 shares of Common Stock previously reserved for
issuance to him as additional compensation. Compensation expense was recorded
for the estimated fair value of the shares granted.


                                       7
<PAGE>

As a result of the New Investment and Noga Purchase, the Purchaser acquired an
aggregate of 60,772,729 shares of Common Stock, representing approximately 56 %
of the Company's issued and outstanding shares of Common Stock, and
approximately 55 % of the voting power represented by the Company's issued and
outstanding Common Stock, after consummation of the transactions described
above.

NOTE 6 - 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 ("SFAS") No. 123, "Accounting for
Stock Based Compensation" and SFAS No. 148 "Accounting for Stock Based
Compensation - Transition and Disclosure." 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 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
nine months ended November 30, 2005 and 2004.

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 as of the beginning of the first annual reporting period that
begins after December 15, 2005 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, 2005.

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. See
also Notes 4 and 5.


                                       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.
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 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,

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 and

o     our significant shareholders and executive officers and directors
      currently are able, by virtue of their position as managers of Purchaser
      (See Note 5), 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, 2005. 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

      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 additional funding, beginning in the year
ended February 28, 2003, we essentially ceased all of our operations including
product development and commercialization efforts. In connection with shutting
down our activities, we no longer have full-time employees. As a result, our
efforts to realize value for our shareholders since that time have been
conducted by a limited number of remaining Board members and part-time
management.

      Our efforts to fund or engage in a strategic transaction involving our
prior business activity and to realize value for our 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 involve very substantial dilution to the existing shareholders
because it would require a very significant reverse split of our stock or very
significant increase in our authorized capitalization. It would, however,


                                       9
<PAGE>

provide the opportunity to return some value to shareholders. While we have
reduced our expenditures very significantly, our limited financial resources
indicate that we may be unable to continue our efforts and then would likely
cease all activities including our public reporting. We currently do not have
any commitments for new funding or agreements to merge with any company. Also
see Part 1. Item 1. "Description of Business" "Overview" of our Annual Report on
Form 10-KSB for the year ended February 28, 2005.

      Plan of Operations and Liquidity

      At November 30, 2005, we had approximately $77,000 in cash and our working
capital deficit and stockholders' deficit were both approximately $165,000. We
continue to lose money. Net loss for the nine months ended November 30, 2005 was
$60,000 (after a non-recurring gain on settlement of liabilities of $101,000)
and cash used during the nine months totaled $111,000.

      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 core
assets to the extent possible and to raise capital, if 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 $47,000 on our behalf at November 30,
2005 to fund the continued protection of certain of such intellectual property
rights. Another 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 terminating our
public reporting status.

      During the quarter ended November 30, 2005 we were successful in arranging
for the repurchase of shares from our principal shareholder (in receivership)
accompanied by an investment of $190,000 in our Company to fund our short-term
working capital needs and to pay $43,000 of expenses of the investor. Such
transaction resulted in a change in control of the Company. See Note 5 to
Consolidated Condensed Financial Statements.

      In October 2005, two officers and another party loaned the Company an
aggregate approximately $6,000 on a demand, non-interest bearing basis, and such
loan was repaid in November 2005.

      While we are no longer seeking additional capital to support our former
cardiac diagnostic business, if such capital were available to us, we would need
to restart our operations, with attendant risks that relationships and processes
that were integral to such activities may no longer be available. Further,
substantial funds would be necessary to complete the development,
commercialization and marketing of such products as summarized in our Annual
Report on Form 10-KSB for the year ended February 28, 2005 in "Item 1.
Description of Business - Factors and Risks that May Affect Future Results."
Such activities are costly and, should we enter into a "reverse-merger"
transaction, it is highly unlikely that any funds would be allocated to such
prior cardiac diagnostic business. We have no significant commitments or plans
to purchase equipment or other capital assets.

      Critical Accounting Principles -

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

      Going Concern Consideration - Our condensed consolidated financial
statements have been prepared assuming we are a "going concern". We are in need
of immediate substantial additional capital or a strategic business arrangement
in order to continue our planned activities. There can be no assurance that our
plans to 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.


                                       10
<PAGE>

      Accounting for Stock-Based Compensation - We have elected to apply the
disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based
Compensation as further described in Note 5 to our Condensed Consolidated
Financial Statements contained elsewhere in this report. 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 as of the
beginning of the first annual reporting period that begins after December 15,
2005 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,
2005.


                                       11
<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.


                                       12
<PAGE>

                                   SIGNATURES

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

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


Date: January 14, 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)


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<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.


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