SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
      April 11, 2005

via U.S. Mail							via facsimile

Mr. Graham Taylor					    	Michael Shannon
President and Director					 	Devlin & Jensen
Magnus International Resources Inc. 				(604) 684-
0916
101 Convention Center Drive, 7th Floor
Las Vegas, Nevada 89109

Re:	Magnus International Resources Inc.
		Preliminary Information Statement on Schedule 14C
	File No. 0-49961
	Filed March 29, 2005

	Form 10-KSB for the year ended July 31, 2004, as amended
	Filed November 15, 2004
	File No. 0-49961

Dear Mr. Taylor:

      We have limited our review of the above filings to only the
areas upon which we have issued comments.  Where indicated, we
think
you should revise your documents in response to these comments.
If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  In some of our comments, we may
ask you to provide us with supplemental information so we may
better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Schedule 14C

Creation of Preferred Stock

1. We note that you seek shareholder approval for the creation of
1,000,000 shares of preferred stock of which 100,000 are to be
designated as Series "A" preferred shares and will be issued to
management.  Do you have any current plans, proposals, or
arrangements to issue the additional 900,000 preferred shares?
For
example, are there any proposals or plans to acquire any business
or
engage in any investment opportunity with the additional shares?
If
so, please disclose and if not, please state that you have no such
plans, proposals or arrangements written or otherwise at this
time.

Purposes and Effects of the Creation of Preferred Stock

2. We note your statement that the issuance of the 100,000 shares
of
Series "A" preferred stock to management will create long term
stability of management.  Please provide further disclosure
explaining how you reached this conclusion.

Form 10-KSB for the year ended July 31, 2004, as amended

Controls and Procedures

3. This section indicates that "[t]here have been no significant
changes in the Company`s controls subsequent to the evaluation
date."
Revise to comply with Item 308(c) of Regulation S-B.
Specifically,
disclose whether there have been "any changes," as opposed to
"significant changes."  Consult the last paragraph of section
II.J.
found in Release No. 33-8238 for additional guidance.

	Further, revise this section to address change(s) that
"materially affect, or is reasonably likely to materially affect,"
rather than "significantly affect" the Company`s internal control
over financial reporting.
Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Direct any questions regarding this matter to Jason Wynn, at
(202) 824-5665, or in his absence, to Tangela Richter, Branch
Chief,
at (202) 942-1837.   Please send all correspondence to us at the
following ZIP code:  20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

cc: 	J. Wynn
	T. Richter

??

??

??

??

Magnus International Resources Inc.
4/11/2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>