UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 1, 2007

MAGNA-LAB, INC.
(Exact name of Registrant as Specified in its Charter) 

          New York                       0-21320                11-3074326
----------------------------    ------------------------       -------------
(State or Other Jurisdiction    (Commission file Number)       (IRS Employer
      of Incorporation)                                     Identification No.)

6800 Jericho Turnpike, Ste. 120W, Syosset, New York 11791
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code (516) 393 5874

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 3 - Securities and Trading Markets

Item 3.03 - Material Modification to Rights of Security Holders

On March 1, 2007, we effected a 1-for-100 reverse split of our common stock upon the filing of a certificate of amendment to our certificate of incorporation with the New York Department of State. As a result of the reverse stock split, effective March 1, 2007, every 100 shares of our issued and outstanding Class A and Class B common stock was automatically combined and converted into one issued and outstanding share of the same class without any change in the par value of such shares. No fractional shares will be issued in connection with the reverse stock split. Shareholders who are otherwise entitled to a fractional share will instead be entitled to a whole share.

The reverse split affected all of the holders of our common stock uniformly and did not affect any shareholder's percentage of ownership interest in our company, except to the extent that the reverse split resulted in any holder being entitled to a whole share for any fractional share that resulted from the reverse split. No change was made to our authorized capital.

As of the opening of trading on the NASD OTC Bulletin Board on March 5, 2007, our Class A common stock will begin trading under the new symbol "MAGAA" on a split-adjusted basis. The new CUSIP number for the Class A common stock is 559235 40 3.

Section 5 - Corporate Governance and Management

Item 5.03 -- Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The disclosure under Item 3.03 is incorporated by reference herein.

Section 9 - Financial Statements and Exhibits

Item 9.01 -- Financial Statements and Exhibits

(a) - (c) Not applicable.

(d) Exhibits 

3.1       Certificate of Amendment to Certificate of Incorporation
          of registrant effecting the reverse stock split,
          filed March 1, 2007.

3.1(a)    Certtificate of Correction of Certificate of Amendment,
          filed March 2, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGNA-LAB, INC. 

Date: March 2, 2007                                  By: /s/ Kenneth C. Riscica
                                                         -----------------------
                                                         Kenneth C. Riscica
                                                         Treasurer and Secretary

Certificate cf Amendment of Certificate of Incorporation of Magna-Lab, Inc.

(Under Section 805 of the Business Corporation Law)

Pursuant to the provisions of Section 805 of the Business Corporation Law of the State of New York, the undersigned, being the President of Magna-Lab, Inc., a New York corporation (the "Corporation"), does hereby certify:

FIRST: The name of the corporation is Magna-Lab Inc.

SECOND: The Certificate of Incorporation of the Corporation was filed by the Department of State of New York on February 22, 1991.

THIRD: The purpose of this amendment to the Certificate of Incorporation is to effect a 1 for 100 reverse split of the outstanding shares of common stock of the Corporation.

FOURTH: To accomplish the reverse split, (i) the 108,602,489 shares of Class A Common Stock, $.001 par value per share, that are presently issued and outstanding are hereby changed into 1,086,025 shares of Class A Common Stock, $.001 par value per share, at a rate of one share of Class A Common Stock for each 100 shares presently issued and outstanding, (ii) the 330,372 shares of Class B Common Stock, $.001 par value per share, that are presently issued and outstanding are hereby changed into 3,304 shares of Class B Common Stock, $.001 par value per share, at a rate of one share of Class B Common Stock for each 100 shares presently issued and outstanding, (iii) the 11,397,511 shares of Class A Common Stock, $.001 par value per share, that are presently authorized and unissued are hereby changed into 118,913,975 unissued shares of Class A Common Stock, $.001 par value per share, at the rate of 1.6594829 shares of Class A Common Stock for each presently authorized and unissued share and (iv) the 3,419,628 shares of Class B Common Stock, $.001 par value per share, that are presently authorized and unissued are hereby changed into 3,746,696 unissued shares of Class B Common Stock, $.001 par value per share, at the rate of 1.0956443 shares of Class B Common Stock for each presently authorized and unissued share. No fractional share shall be issued in connection with the foregoing reverse stock split; all issued and outstanding shares of Class A Common Stock and Class B Common Stock so split that are held by a stockholder will be aggregated and each fractional share resulting from such aggregation shall be rounded up to the nearest whole share. Upon surrender to the Corporation of certificates (duly endorsed in blank) evidencing pre-split shares, new certificates evidencing the appropriate number of post-split shares will be issued to the surrendering shareholders. The reverse split will not affect the authorized capital stock of the Corporation. Accordingly, Section I of ARTICLE THIRD of the Certificate of Incorporation of the Corporation, relating to authorized capital, is hereby restated in its entirety as follows:

"THIRD:

1. The aggregate number of shares which the Corporation shall have authority to issue is one hundred twenty eight million seven hundred fifty thousand (128,750,000), divided into three classes: (i) five million (5,000,000) shares of preferred stock, $.01 par value per share (the "Preferred Stock"), and (ii) three million seven hundred fifty thousand (3,750,000) Class B common shares, $.001 par value per share (the "Class B Common Stock"), and (iii) one hundred twenty million (120,000,000) shares of Class A common stock, $.001 par value per share (the "Class A Common Stock")."

FIFTH: The foregoing amendment was authorized at a meeting of shareholders by the affirmative vote of the holders of a majority of the voting power of all of the outstanding shares of Class A Common Stock and Class B Common Stock of the Corporation entitled to vote, voting together as one class and separately as two classes, said authorization being subsequent to the affirmative vote of the Board of Directors.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of the 20th day of February, 2007. 

/s/ Lawrence A Minkoff
-------------------------
Name: Lawrence A. Minkoff
Title: President

Certificate cf Correction of Certificate of Amendment of Certificate of Incorporation of Magna-Lab, Inc.

(Under Section 105 of the Business Corporation Law)

Pursuant to the provisions of Section 105 of the Business Corporation Law of the State of New York, the undersigned, being the Chief Financial Officer of Magna-Lab, Inc., a New York corporation (the "Corporation"), does hereby certify:

FIRST: The name of the corporation is Magna-Lab Inc.

SECOND: The Certificate of Amendment of the Certificate of Incorporation being corrected hereby was filed by the Department of State of New York on March 1, 2007 (the "Certificate of Amendment").

THIRD: The purpose of this Certificate of Correction is to correct an error in the rate of change in the authorized unissued shares of Class A Common Stock reflected in Article Fourth of the Certificate of Amendment.

FOURTH: As corrected, Article Fourth of the Certificate of Amendment shall read in its entirety as follows:

"FOURTH: To accomplish the reverse split, (i) the 108,602,489 shares of Class A Common Stock, $.001 par value per share, that are presently issued and outstanding are hereby changed into 1,086,025 shares of Class A Common Stock, $.001 par value per share, at a rate of one share of Class A Common Stock for each 100 shares presently issued and outstanding, (ii) the 330,372 shares of Class B Common Stock, $.001 par value per share, that are presently issued and outst anding are hereby changed into 3,304 shares of Class B Common Stock, $.001 par value per share, at a rate of one share of Class B Common Stock for each 100 shares presently issued and outstanding,
(iii) the 11,397,511 shares of Class A Common Stock, $.001 par value per share, that are presently authorized and unissued are hereby changed into 118,913,975 unissued shares of Class A Common Stock, $.001 par value per share, at the rate of 10.4333284 shares of Class A Common Stock for each presently authorized and unissued share and
(iv) the 3,419,628 shares of Class B Common Stock, $.001 par value per share, that are presently authorized and unissued are hereby changed into 3,746,696 unissued shares of Class B Common Stock, $.001 par value per share, at the rate of 1.0956443 shares of Class B Common Stock for each presently authorized and unissued share. No fractional share shall be issued in connection with the foregoing reverse stock split; all issued and outstanding shares of Class A Common Stock and Class B Common Stock so split that are held by a stockholder will be aggregated and each fractional share resulting from such aggregation shall be rounded up to the nearest whole share. Upon surrender to the Corporation of certificates (duly endorsed in blank) evidencing pre-split shares, new certificates evidencing the appropriate number of post-split shares will be issued to the surrendering shareholders. The reverse split will not affect the authorized capital stock of the Corporation. Accordingly,
Section I of ARTICLE THIRD of the Certificate of Incorporation of the Corporation, relating to authorized capital, is hereby restated in its entirety as follows:

`THIRD:

1. The aggregate number of shares which the Corporation shall have authority to issue is one hundred twenty eight million seven hundred fifty thousand (128,750,000), divided into three classes: (i) five million (5,000,000) shares of preferred stock, $.01 par value per share (the "Preferred Stock"), and (ii) three million seven hundred fifty thousand (3,750,000) Class B common shares, $.001 par value per share (the "Class B Common Stock"), and (iii) one hundred twenty million (120,000,000) shares of Class A common stock, $.001 par value per share (the "Class A Common Stock").'"

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of the 1st day of March, 2007. 

/s/ Kenneth C. Riscica
------------------------------
Name: Kenneth C. Riscica
Title: Treasurer and Secretary