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, 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 |_|

                      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 12, 2005

            Class A Common Stock, $.001 Par Value        74,128,566
            -------------------------------------        ----------

            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   8-10

      ITEM 3 - EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES              11

PART II - OTHER INFORMATION                                                  11

      ITEM 6 - EXHIBITS                                                      11

SIGNATURES                                                                   12

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, 2005 (unaudited)

                                     ASSETS

CURRENT ASSETS:
  Cash                                                             $     28,000
  Prepaid expense and other assets                                        4,000
                                                                   ------------

     Total current assets                                          $     32,000
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable, including approximately $160,000 payable to
       management and board members (including former management)  $    310,000
  Accrued expenses and other current liabilities                         35,000
                                                                   ------------

        Total current liabilities                                       345,000
                                                                   ------------

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, 74,128,566 shares issued and outstanding         74,000
  Common stock, Class B, par value $.001 per share,
     3,750,000 shares authorized, 1,875,000 shares issued,
     330,372 shares outstanding                                           1,000
  Capital in excess of par value                                     26,917,000
  Accumulated deficit                                               (27,305,000)
                                                                   ------------
        Total stockholders' deficit                                    (313,000)
                                                                   ------------
                                                                   $     32,000
                                                                   ============

See accompanying Notes


                                       2
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    Three months ended May 31, 2005 and 2004
                                   (unaudited)

                                                          2005          2004
                                                        ---------     ---------

REVENUES                                                $       0     $       0
                                                        ---------     ---------

OPERATING EXPENSES:
  Selling, general and administrative                      30,000        44,000
  Research and development                                      0        14,000
                                                        ---------     ---------

LOSS FROM OPERATIONS                                      (30,000)      (58,000)
                                                        ---------     ---------

OTHER INCOME (EXPENSE)                                          0             0
                                                        ---------     ---------

NET LOSS                                                $ (30,000)    $ (58,000)
                                                        =========     =========

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

NET LOSS PER SHARE, basic and diluted                   $   (0.00)    $   (0.00)
                                                        =========     =========

See accompanying Notes


                                       3
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                Increase (Decrease) in Cash and Cash Equivalents
                    Three months ended May 31, 2005 and 2004
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                   2005          2004
                                                                                 ---------     ---------
<S>                                                                              <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                       $ (30,000)    $ (58,000)
                                                                                 ---------     ---------
  Adjustments to reconcile net loss to net cash used in operating activities:
    Depreciation and amortization                                                       --         1,000
    Effect on cash of changes in operating assets and liabilities:
      Prepaid expenses and other assets                                              6,000         8,000
      Accounts payable, accrued liabilities and all other                            7,000       (70,000)
                                                                                 ---------     ---------

NET CASH USED IN OPERATING ACTIVITIES                                              (17,000)     (119,000)
                                                                                 ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   None

CASH FLOWS FROM FINANCING ACTIVITIES:
   None

NET DECREASE IN CASH                                                               (17,000)     (119,000)
CASH:
  Beginning of period                                                               45,000       266,000
                                                                                 ---------     ---------
  End of period                                                                  $  28,000     $ 147,000
                                                                                 =========     =========
</TABLE>

SUPPLEMENTAL INFORMATION ON NON-CASH TRANSACTIONS
    None

See accompanying Notes.


                                       4
<PAGE>

                          MAGNA-LAB INC. AND SUBSIDIARY

            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
               For the three months ended May 31, 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 29, 2005      74,128,566    $     74,000         330,372    $      1,000    $ 26,917,000    $(27,275,000)

NET LOSS                                 --              --              --              --              --         (30,000)
                               --------------------------------------------------------------------------------------------

BALANCES, May 31, 2005           74,128,566    $     74,000         330,372    $      1,000    $ 26,917,000    $(27,305,000)
                               ============================================================================================
</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.

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

Company Activities - Magna-Lab Inc. and Subsidiary (the "Company") is 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 May 31, 2005, the Company had approximately $28,000 in
cash and approximately $313,000 in negative working capital and stockholders'
deficit. For the quarter ended May 31, 2005, the Company had a net loss of
approximately $30,000 and utilized approximately $17,000 in cash. Further,
losses are continuing subsequent to May 31, 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 loss per share is computed based on the weighted average number of Class A
Common and Class B Common shares outstanding. Dilutive options and warrants
outstanding would be considered in the computation of net income per share under
the treasury stock method when their effect is to reduce reported net income per
share. Since the effect of outstanding options is antidilutive, they have been
excluded from the Company's computation of net loss per share. Therefore, basic
and diluted loss per share were the same for all periods presented.

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUALS:

At May 31, 2005, accounts payable includes approximately $160,000 payable to
management and the Board of Directors (including former Directors).
Approximately $113,000 of such amount is payable for compensation voluntarily
deferred. The balance of $47,000 is payable 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>

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, 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 May 31, 2005 or 2004. The Company periodically adjusts
the remaining accrual based on the status of the matters and activity given the
passage of time.

NOTE 5 - STOCK BASED COMPENSATION:

The Company accounts for employee and director stock-based compensation
arrangements in accordance with the provisions of Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" (APBO No. 25), and
related interpretations, and complies with the disclosure provisions of
Statement of Financial Accounting Standards ("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 loss and net loss per share for the three months ended May 31,
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 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. In
April 2005, the Board of Directors reserved 3,000,000 shares of class A common
stock for issuance to directors, management and former directors as a proposed
negotiated settlement of deferred compensation owed to such individuals. At that
time, an additional 1,500,000 shares were reserved for issuance to an officer
for his continued efforts. While the Company has no commitment to issue shares,
whether on a contingent basis or otherwise, the Company anticipates entering
into definitive arrangements for the issuance of such shares in the future.


                                       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 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 as part of such a transaction or it may remain with the Company
      and not get 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 very soon, we may be forced to cease all operations
      and liquidate our company and

o     our significant shareholders and executive officers and directors may be
      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, 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,


                                       8
<PAGE>

provide the opportunity to return some value to shareholders. While we have
reduced our expenditures very significantly, without an infusion of new cash
very quickly, we will be unable to continue our efforts and 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, although
discussions are ongoing. Also see Part 1. Item 1. "Business" "Overview" of our
Annual Report on Form 10-KSB for the year ended February 28, 2005.

      Plan of Operations and Liquidity

      At May 31, 2005, we had approximately $28,000 in cash and our working
capital deficit and stockholders' deficit were both approximately ($313,000). We
continue to lose money. Net loss for the quarter ended May 31, 2005 was $30,000
and cash used during the quarter totaled $17,000.

      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. 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 May 31, 2005 to fund the
continued protection of certain of such intellectual property rights. It is
unclear whether such payments will continue to be made by him 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. While we have had discussions with various potential
sources of capital, we do not currently have any definitive agreements to
provide such capital. As such, we may have to take further measures or cease
activities altogether, including terminating our public reporting status.

      Among the financing alternatives we are pursuing is arranging for the
repurchase of shares from our principal shareholder (who is currently in
receivership and can no longer provide funding) accompanied by an investment in
our Company to fund our short-term working capital needs. Such efforts are
ongoing. While we have not entered into any definitive agreements, such a
transaction would likely result in a change in control of the Company.

      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.

      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


                                       9
<PAGE>

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.


                                      10
<PAGE>

Item 3. Evaluation of Disclosure Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Our chief executive
officer and our chief financial officer, after evaluating the effectiveness of
the Company's "disclosure controls and procedures" (as defined in the Securities
Exchange Act of 1934 Rules 13a-14(c) and 15-d-14(c)) as of 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 and Reports on Form 8-K

      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.


                                      11
<PAGE>

                                   SIGNATURES

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

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


Date: July 15, 2005       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)


                                      12
<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.


                                      13