SecProbe.io

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

                                December 12, 2005

                              FOR THE EXCLUSIVE USE
                    OF THE SECURITIES AND EXCHANGE COMMISSION

VIA TELECOPY AND EDGAR
----------------------
Securities and Exchange Commission
Room 4561
100 F Street, N.E.
Washington, D.C. 20005

Attention: Daniel Lee, Attorney

                         RE: Magnitude Information Systems, Inc. (the "Company")
                             Revised Schedule 14A filed October 28, 2005
                             File No. 0-32485

Dear Mr. Lee:

      We are  telecopying and filing via EDGAR today this  communication  to you
and the Staff  pursuant  to our recent  telephone  conferences  to  confirm  the
adequacy of the disclosures recommended in Comment No. 2 of the Staff's November
17, 2005 comment letter to the Company.  Upon  confirmation  by the Staff of the
adequacy of the subject  disclosures,  set forth below,  the Company  intends to
file its  definitive  proxy  statement on Schedule 14A,  containing the required
disclosures discussed below.

      Comment  No. 2 in the Staff's  November  17,  2005  comment  letter to the
Company stated:

Board Meetings and Committees of the Board of Directors, page 10

2.    It does not appear that  disclosure  pursuant to the  requirements of Item
      7(d)(3)(i)  of  Schedule  14A and  Item  306 of  Regulation  S-B has  been
      provided. Please revise as appropriate.

In response to our several telephone conversations,  the Company has revised its
disclosures  pursuant to the requirements of Item 306 of Regulation S-B and Item
7(d)(3)(i)  of Schedule  14A and has  included  them in the text as indicated in
bold print as follows:

<PAGE>

      The  Company has  appointed  an Audit  Committee  in  accordance  with the
provisions  of the  Sarbanes-Oxley  Act of 2002,  comprised of two  non-employee
directors,  Steven  Gray  and  Ivano  Angelastri,  who meet  the  definition  of
independent  pursuant  to the  rules  of the  SEC and the  rules  applicable  to
companies  whose  securities are traded on the Electronic  Bulletin  Board,  OTC
market maintained by the National  Association of Securities Dealers,  Inc. (the
"NASD"). Steven Gray meets the definition of an Audit Committee Financial Expert
as such  term is used in the  rules  and  regulations  of the SEC.  The Board of
Directors  has  adopted a written  charter,  a copy of which is included in this
proxy statement as Exhibit D. The Audit  Committee's  responsibilities  include:
overseeing the integrity of the Company's  financial  statements,  the Company's
compliance with legal and regulatory  requirements,  the  independent  auditor's
qualifications  and independence,  the performance of the Company's  independent
auditors  and  other  matters  as may be  assigned  by the  Board of  Directors.
Notwithstanding  the appointment of the Audit Committee  members,  during fiscal
year 2004 and through the date of this proxy  statement,  the Board of Directors
assumed all of the duties and responsibilities of the Audit Committee. Directors
Steven Rudnik and Joseph J. Tomasek,  as Board members performing the duties and
responsibilities of the Company's Audit Committee along with Messrs.  Angelastri
and Grey, are not independent  under applicable SEC rules since Mr. Rudnik is an
executive officer and Mr. Tomasek is paid by the Company for his legal services.
The Board of Directors,  in its capacity as the Audit  Committee,  did not issue
any reports during fiscal year 2004.

The Board of Directors discussed the audited financial statements for the fiscal
year 2004 with management of the Company.  Additionally,  the Board of Directors
discussed with Rosenberg Rich Baker Berman & Company, its the independent public
registered accounting firm, the matters required under the Statement of Auditing
Standards (the "SAS" ), No. 61, received the written  disclosures and the letter
from the  independent  accountants  required  by  Independence  Standards  Board
Standard No. 1 and discussed with its  independent  accountants  the independent
accountant's  independence.  In  accordance  with the  foregoing,  the  Board of
Directors,  functioning as the Audit  Committee,  determined  that the financial
statements  as of and for the fiscal  years  ended  December  31,  2004 and 2003
audited by Rosenberg  Rich Baker  Berman & Company be included in the  Company's
Annual Report on Form 10-KSB for the year ended December 31, 2004.

Please  advise if the  proposed  new  disclosures  fully  respond to the Staff's
comment no. 2 of its November 17, 2005 comment letter to the Company.

                                                         Very truly yours,

                                                         /s/ Joseph J. Tomasek
                                                         ---------------------
                                                         Joseph J. Tomasek, Esq.

</TEXT>
</DOCUMENT>