Form 12b-25. - NOTIFICATION OF LATE FILING

                                   FORM 12b-25

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                                                                 SEC FILE NUMBER
                                                                     0-21320
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Check  One):  |X| Form  10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q
               |_| Form N-SAR

For Period Ended: February 28, 2009

|_|  Transition Report on Form 10-K
|_|  Transition Report on Form 20-F
|_|  Transition Report on Form 11-K
|_|  Transition Report on Form 10-Q
|_|  Transition Report on Form N-SAR

For the Transition Period Ended:________________________________________________

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  Read Instruction (on back page) Before Preparing Form. Please Print or Type.

    Nothing in this form shall be construed to imply that the Commissions has
                   verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:

PART I -REGISTRANT INFORMATION

Magna-Lab Inc.
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Full Name of Registrant:


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Former Name if Applicable


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Address of Principal Executive Office (Street and Number)

6800 Jericho Turnpike, Suite 120W
Syosset, New York  11791
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City, State and Zip Code

PART II - Rules 12b.25(b) AND 9c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

      |X|   (a) The reasons described in reasonable detail in Part III of this
            form could not be eliminated without unreasonable effort or expense;

      |X|   (b) The subject annual report, semi-annual report, transition report
            on Form 10- K, Form 20-F, ll-K, Form N-SAR, or portion thereof, will
            be filed on or before the fifteenth calendar day following the
            prescribed due date; or the subject quarterly report or transition
            report on Form 10-Q, or portion thereof will be filed on or before
            the fifth calendar day following the prescribed due date; and

      |_|   (c) The accountant's statement or other exhibit required by Rule
            12b-25(c) has been attached if applicable.



PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed):

Additional time is needed to complete the preparation and audit of the annual
report for the year ended February 28, 2009 due to limitations caused by the
Company's very limited resources.

PART IV - OTHER INFORMATION

(1)   Name and telephone number of person to contact in regard to this
      notification

      Kenneth C. Riscica              c/o 212                    986-9700
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           (Name)                   (Area Code)             (Telephone Number)

(2)   Have all other periodic reports required under Section 13 or 15(d) of the
      Securities Exchange Act of 1934 or Section 30 of the Investment Company
      Act of 1940 during the preceding 12 months or for such shorter period that
      the registrant was required to file such report(s) been filed? If answer
      is no, identify report(s). |X| Yes |_| No

(3)   Is it anticipated that any significant change in results of operations
      from the corresponding period for the last fiscal year will be reflected
      by the earnings statement to be included in the subject report or portion
      thereof? No.

If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                                 Magna-Lab Inc.
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                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date: May 29, 2009

By /s/ Kenneth C. Riscica, Treasurer and Secretary (principal financial officer)
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INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001)