SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                             Joseph J. Tomasek, Esq.
                             77 North Bridge Street
                          Somerville, New Jersey 08876

                                October 28, 2005

                              FOR THE EXCLUSIVE USE
                 OF THE SECURITIES AND EXCHANGE COMMISSION ONLY

VIA EDGAR AND OVERNIGHT DELIVERY
Filing Desk Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20005

Attention:  Kathleen Collins, Accounting Branch Chief

      RE:   Magnitude Information Systems, Inc. (the "Company")
            Form 10-KSB for the Fiscal Year Ended
            December 31, 2004
            Filed March 30, 2005
            File No. 000-32485

Dear Ms. Collins:

      On behalf of the  Company,  we are  filing  today  Amendment  No. 1 to the
Company's  Form 10-KSB for the fiscal year ended  December 31, 2004,  previously
filed  with the  Commission  on March 31,  2005 (the  "10-KSB  Amendment"),  and
Amendments  Nos 1 to the Company's Form 10-QSBs for the quarters ended March 31,
2005,  previously  filed with the  commission on May 16, 2005 (the "March 10-QSB
Amendment")  and June 30, 2005,  previously  filed with the Commission on August
15,  2005 (the  "June  10-QSB  Amendment")  via Edgar and in  response  to those
comments set forth in the Staff's letters to Mr. Steven D. Rudnik,  President of
the Company, dated September 8, 2005 and October 21, 2005, respectively.  Please
be advised that the Company is also filing today via Edgar its current report on
Form 8-K,  addressing the Item 4.02 concerns  raised by the Staff in its Comment
No. 5 of its October 21, 2005 letter (the "4.02 Form 8-K").

      For the  convenience  of the Staff's  review,  we are enclosing  three (3)
paper copies of the 10-KSB  Amendment,  the March 10-QSB  Amendment and the June
10-QSB  Amendment  marked  to  indicate  changes  made to the  original  filing,
together with copies of the Staff's  letters to the Company,  dated September 8,
2005 and October 21, 2005, which contain or restate seven comments. We have also
enclosed three (3) paper copies of the Item 4.02 Form 8-K

<PAGE>

Kathleen Collins, Accounting Branch Chief
Securities and Exchange Commission
October 28, 2005
Page 2

The Company's  responses to the Staff's comments set forth in the Staff letters,
dated October 6, 2005 and October 21, 2005, respectively, are as follows:

CONSOLIDATED STATEMENTS OF OPERATIONS, PAGE 3

1.    PLEASE REFER TO COMMENT 1 OF OUR LETTER DATED  SEPTEMBER 8, 2005.  WE NOTE
      IN YOUR  RESPONSE  THAT YOU BELIEVE THAT YOU HAVE  PROPERLY  REFLECTED THE
      STOCK BASED COMPENSATION AS ONE LINE ITEM IN YOUR CONSOLIDATED  STATEMENTS
      OF  OPERATIONS  AS ALL  RELATE  TO  SELLING,  GENERAL  AND  ADMINISTRATIVE
      EXPENSE.  AS NOTED  IN OUR  PREVIOUS  COMMENT,  STOCK  BASED  COMPENSATION
      RELATED TO SELLING, GENERAL AND ADMINISTRATIVE EXPENSES CAN CONTINUE TO BE
      SHOWN AS ONE LINE ITEM IN YOUR STATEMENT OF OPERATIONS.  HOWEVER, YOU MUST
      PROVIDE EITHER A FOOTNOTE DISCLOSURE OR DISCLOSURE BELOW YOUR STATEMENT OF
      OPERATIONS INDICATING THAT ALL OF YOUR STOCK BASED COMPENSATION RELATES TO
      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  REVISE YOUR PRESENTATION BY
      ALLOCATING  THE TOTAL  AMOUNT OF STOCK BASED  COMPENSATION  EXPENSE TO THE
      SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSE  LINE ITEM OR PROVIDE  THE
      APPROPRIATE DISCLOSURE ON THE FACE OF THE STATEMENTS OF OPERATIONS OR IN A
      FOOTNOTE  INDICATING THAT SUCH STOCK BASED COMPENSATION  RELATES SOLELY TO
      SELLING, GENERAL AND ADMINISTRATIVE EXPENSE.

      Pursuant to the Staff's comment, we have provided  appropriate  disclosure
      on the face of the  statements  of  operations  in the restated  financial
      statements  contained  in the Form  10-KSB  Amendment,  the  March  10-QSB
      Amendment,  and in the June 10-QSB  Amendment,  indicating that all of the
      Company's stock based compensation relates solely to selling,  general and
      administrative expense.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SECURITIES ISSUED FOR SERVICES, PAGE 10

2.    PLEASE REFER TO COMMENT 2 AND 3 OF OUR LETTER DATED  SEPTEMBER 8, 2005. WE
      ARE UNABLE TO CONCLUDE ON YOUR RESPONSE AS IT RELATES TO THE FAIR VALUE OF
      YOUR  OPTIONS/WARRANTS  ISSUED TO NON-EMPLOYEES AND EMPLOYEES FOR SERVICES
      UNTIL  YOUR   AMENDMENT   WITH  THE  REVISED   FINANCIAL   STATEMENTS  AND
      DISCLOSURES.  PLEASE  ENSURE THAT WHEN YOU FILE THE AMENDED  EXCHANGE  ACT
      REPORTS YOU SUPPLEMENTALLY PROVIDE THE STAFF WITH DETAILED SUPPORT TO YOUR
      REVISIONS, INCLUDING THE ADJUSTMENTS TO PERIODS PRIOR TO JANUARY 1, 2003.

      In response to the Staff's comment, please be advised that management,  in
      consultation with its independent registered  accountants,  Rosenberg Rich
      Baker Berman & Company of Bridgewater, New Jersey, has recently determined
      to  reclassify   certain   beneficial   conversion   rights  and  deferred
      compensation,   and  to  revalue  its  options  and  warrants   issued  to

<PAGE>

Kathleen Collins, Accounting Branch Chief
Securities and Exchange Commission
October 28, 2005
Page 3

      non-employees  and employees for services  rendered at the average  public
      market  price on the dates of  issuance  for the  reasons set forth in its
      Item  4.02  Form  8-K,  a  hard  copy  of  which  is  included  with  this
      correspondence.  As disclosed, Company management originally applied a 50%
      discount to these securities when determining their fair value,  using the
      Black Scholes pricing model.  Company management had initially relied upon
      expert  advice  received  but  has now  restated  its  financial  results,
      eliminating  the 50% discount.  A detailed  schedule of information  which
      supports our  revisions,  including  the  adjustments  to periods prior to
      January 1, 2003, is attached to this correspondence.

3.    PLEASE  REFER TO  COMMENT 4 OF OUR LETTER  DATED  SEPTEMBER  8,  2005.  WE
      REISSUE   OUR   PREVIOUS   COMMENT  TO  PROVIDE  US  WITH  A  SCHEDULE  OF
      OPTIONS/WARRANTS  GRANTED IN EXCHANGE FOR SERVICES TO BOTH  EMPLOYEES  AND
      NON-EMPLOYEES  THAT  INCLUDES  (A) THE DATE OF  GRANT,  (B) THE  NUMBER OF
      OPTION GRANTED,  (C) THE NAME OF THE RECIPIENT,  AND (D) THE FAIR VALUE OF
      THE OPTIONS/WARRANTS AND THE ASSUMPTIONS AND METHOD USED TO DETERMINE SUCH
      VALUE. THIS SCHEDULE SHOULD BE PROVIDED FOR EACH PERIOD IN WHICH AN INCOME
      STATEMENT IS PRESENTED,  INCLUDING THE INTERIM  PERIOD THROUGH THE DATE OF
      YOUR RESPONSE.

      Pursuant to the Staff's comment, we have attached to this correspondence a
      schedule of Stock  Options and Warrants  Issued for  Services  rendered to
      non-employees  and  employees  for each  period  an  income  statement  is
      presented,   including  the  interim   period  through  the  date  hereof,
      commencing on January 1, 2003 and continuing  through  September 22, 2005,
      setting  forth the (a) date of grant,  (b) the number of  options/warrants
      granted,  (c) the name of the  recipient,  and (d) the  fair  value of the
      options/warrants  and the  assumptions  and methods used to determine such
      value.

GENERAL

4.    TELL US HOW YOU WILL CONSIDER THE REVISIONS TO YOUR  FINANCIAL  STATEMENTS
      IN  DISCLOSING  INFORMATION  RELATING  TO  YOUR  DISCLOSURE  CONTROLS  AND
      PROCEDURES  AND YOUR  INTERNAL  CONTROLS,  PURSUANT TO ITEM 307 AND 308 OF
      REGULATION S-K IN YOUR PERIODIC  EXCHANGE ACT REPORTS.  IN THIS REGARD, WE
      NOTE YOUR CURRENT  DISCLOSURE IN YOUR FORM 10-KSB AND SUBSEQUENT  10-QSB'S
      THAT YOUR  CHIEF  EXECUTIVE  OFFICER  AND  CHIEF  FINANCIAL  OFFICER  HAVE
      CONCLUDED THAT YOUR  DISCLOSURE  CONTROLS AND PROCEDURES  WERE  EFFECTIVE.
      TELL US WHETHER YOU  CONSIDER  YOUR  DISCLOSURE  CONTROLS  AND  PROCEDURES
      EFFECTIVE   AS  OF  THE  END  OF  THE  PERIODS   COVERED  BY  THE  REPORTS
      NOTWITHSTANDING  THE RECENT  RESTATEMENT IN YOUR 10-KSB FOR THE YEAR ENDED
      DECEMBER 31, 2004 AND YOUR 10-QSB'S FOR THE QUARTERS  ENDED MARCH 31, 2005
      AND JUNE 30, 2005 AND TELL US WHETHER  YOU  CONSIDERED  EXCHANGE  ACT RULE
      13A-15(C) AND THE  REQUIREMENT  THAT YUR CONTROLS AND  PROCEDURES  ENSURED
      THAT  INFORMATION  REQUIRED TO BE DISCLOSED BY YOU IN THE REPORTS THAT ARE
      FILED OR  SUBMITTED  UNDER THE  EXCHANGE  ACT ARE  RECORDED,  PROCESSED  ,
      SUMMARIZED  AND  REPORTED,  WITHIN  THE  TIME  PERIODS  SPECIFIED  IN  THE

<PAGE>

Kathleen Collins, Accounting Branch Chief
Securities and Exchange Commission
October 28, 2005
Page 4

      COMMISSION'S  RULE AND FORMS.  IF  NECESSARY,  PLEASE  REVISE TO EXPRESSLY
      IDENTIFY ANY MATERIAL  WEAKNESSES IN YOUR INTERNAL CONTROLS OVER FINANCIAL
      REPORTING AND ANY  SIGNIFICANT  DEFICIENCY  THAT, WHEN COMBINED WITH OTHER
      SIGNIFICANT  DEFICIENCIES,  IS  DETERMINED  TO BE A MATERIAL  WEAKNESS  OR
      CONVERSELY  STATE THAT EVEN AS A RESULT OF THE INTERNAL  CONTROL  CONCERNS
      THAT CAUSE YOUR RECENT RESTATEMENT,  YOU DID NOT HAVE MATERIAL WEAKNESS OR
      SIGNIFICANT DEFICIENCIES.

      In response to the Staff's  comment and as disclosed in the Item 4.02 Form
      8-K, our Chief Executive Officer and Chief Financial Officer  participated
      in an evaluation by our management of the  effectiveness of the design and
      operation of our  disclosure  controls and procedures as of the end of our
      fiscal  quarter that ended on December 31, 2004 as defined in Exchange Act
      Rule 13(a)-15(e),.  Based on their  participation in that evaluation,  our
      CEO and CFO concluded  that our disclosure  controls and  procedures  were
      effective as of December 31, 2004 to ensure that required  information  is
      disclosed on a timely basis in our Form 10-KSB filed and  furnished  under
      the  Securities  Exchange  Act of 1934,  as amended,  and ensured that all
      material  information  required to be disclosed in the subject Form 10-KSB
      was recorded,  processed,  summarized and reported, within the time period
      specified by the Commission's rules and forms.

      As of the ends of the  periods  covered by the Form  10-KSB for the fiscal
      year ended  December 31, 2004, the Form 10-QSB for the quarter ended March
      31,  2005  and the Form  10-QSB  for the  quarter  ended  June  30,  2005,
      evaluations  (collectively,  the  "Evaluation")  were  undertaken  by  the
      Company's  Chief  Executive  Officer  and Chief  Financial  Officer of the
      effectiveness  of the design and  operation  of the  Company's  disclosure
      controls  and  procedures,  and;  based  upon  that  Evaluation,   Company
      management,  including the Chief  Executive  Officer ("CEO") and the Chief
      Financial  Officer  ("CFO"),  has concluded that the Company's  disclosure
      controls  and  procedures  were  effective  as of the ends of the  periods
      covered by the subject Form 10-KSB and Forms 10-QSB.

      Our CEO and our CFO  reviewed  with  our  management  whether  our need to
      restate our financial  results for the fiscal year ended December 31, 2004
      affected  their  conclusions,  set forth under the caption  Evaluation  of
      Disclosure Controls and Procedures in our Annual Report on Form 10-KSB for
      the year  ended  December  31,  2004,  that our  disclosure  controls  and
      procedures  were  effective  as of  that  date  to  ensure  that  required
      information  is  disclosed  on a  timely  basis  in our  reports  filed or
      furnished under the Securities Exchange Act of 1934, as amended.

<PAGE>

Kathleen Collins, Accounting Branch Chief
Securities and Exchange Commission
October 28, 2005
Page 5

      In connection with this review, our CEO and CFO noted that our decision to
      restate  our  financial  results  did not call into  question  whether the
      relevant  information  was  recorded,  processed,  summarized  or reported
      within the time periods  specified  in the SEC's rules and forms.  It also
      did not  involve  any  issue  about  whether  information  required  to be
      disclosed  in the  Form  10-KSB  we  filed  under  the  Exchange  Act  was
      accumulated  and  communicated  to our  management,  including  our  chief
      executive  officer and chief  financial  officer,  as appropriate to allow
      timely  decisions   regarding   required   disclosure.   Conversely,   the
      restatements  resulted solely from  reconsideration  of a decision made by
      management regarding how generally accepted accounting principles required
      the  classification  of beneficial  conversion  rights accruing to certain
      equity  securities  and the  valuation  of equity  securities  issued  for
      services rendered, two particular items of information, that were properly
      recorded in our financial  records and made available to our management in
      a timely manner, to be classified and valued on our financial  statements.
      Our CEO and CFO do not find that management's  subsequent decisions,  that
      its  prior  classification  and  valuation  were  not in  accordance  with
      generally  accepted  accounting  principles,  raises  any  question  about
      whether our disclosure  controls and  procedures  were effective to ensure
      that required  information  was disclosed to them as  appropriate to allow
      timely decisions regarding required disclosure.  Therefore,  based on that
      review, our CEO and our CFO determined that their prior conclusions,  that
      our  disclosure  controls and  procedures  were  effective at December 31,
      2004, had not changed.

      We are filing a current  report on Form 8-K today,  Item 4.02,  disclosing
      that we are restating  our results for the fiscal year ended  December 31,
      2004. The restatements add $315,450 to the net loss in 2003 and $52,954 to
      the net loss in 2004, with both amounts offset by corresponding credits to
      Paid-in Capital,  as a consequence of which there is no material effect on
      total  stockholders'  equity.  In  addition,   the  reclassifications  and
      revaluations give rise to adjustments in the reported dividends  positions
      and  per-share  earnings  which,  again  do not  materially  affect  total
      stockholders' equity.

      The   decision  to  restate  our   results,   comprised   principally   of
      reclassifying  beneficial  conversion  rights  accruing to certain  equity
      securities  and the  valuation  of equity  securities  issued for services
      rendered,  does  not  cause  our  management  to  change  its  conclusion,
      described in its disclosures in Item 8a. Controls and Procedures contained
      in our Annual  Report on Form 10-K for the year ended  December  31, 2004,
      that our internal  control over  financial  reporting  was effective as of
      December 31, 2004. The terms of accrued  beneficial  conversion rights and
      the number of securities issued for the services rendered that are subject
      to the restatement were visible and disclosed on the face of our financial
      statements. Although these beneficial conversion rights were misclassified
      and the securities  issued for services were not correctly  valued, we had
      employed this  classification  of these beneficial  conversion  rights and
      valuation of the securities  issued for services  rendered for a number of
      years. We previously  received  unqualified  opinions on our  consolidated
      financial statements included in our Annual Reports on Forms 10-KSB.

<PAGE>

Kathleen Collins, Accounting