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United States securities and exchange commission logo
December 22, 2022
Oleg Bilinski
Chief Executive Officer
Mag Magna Corp.
325 W Washington St., Ste 2877
San Diego, CA 92103
Re:Mag Magna Corp.
Registration Statement on Form S-1
Filed November 25, 2022
File No. 333-268561
Dear Oleg Bilinski:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed on November 25, 2022
Cover Page
1.On the cover page of your registration statement, we note you have checked that you
qualify only as a smaller reporting company. However on page 23, you provide a risk
factor that has language as if you are an emerging growth company. Please reconcile. See
Rule 12b-2 of the Exchange Act for guidance.
2.Please revise your disclosure regarding the termination of the offering to provide a
specific date, rather than tying the termination to the effective time of the prospectus. See
Item 501(b)(iii) of Regulation S-K.
Prospectus Summary
Overview, page 5

 FirstName LastNameOleg Bilinski
 Comapany NameMag Magna Corp.
 December 22, 2022 Page 2
 FirstName LastNameOleg Bilinski
Mag Magna Corp.
December 22, 2022
Page 2
3.We note your disclosure on the cover page that you have been involved primarily in
organizational activities to date and do not have sufficient capital to commence
operations. However, in the Prospectus Summary, MD&A and Business sections you state
that you are "engaged in developing, marketing, and selling" formula for feed additives
development, along with other activities. Please revise your disclosure throughout the
prospectus to clarify that the company has engaged in only organizational activities to date
and that the other activities that are disclosed are aspirational at this time.
4.Please remove your statement that Mag Magna is "an advanced company in the field of
industrial cultivation", as the company has engaged only in organizational activities to
date and has not yet commenced operations.
5.We note your disclosure throughout the prospectus that you plan to submit an
investigational new drug application (IND) to the FDA. We also note disclosure that you
will submit a new drug application (NDA) to the FDA prior to marketing your
products. Please revise the Prospectus Summary to provide a brief overview of the
regulatory regime applicable to the company's products, including a discussion of any
preclinical and clinical studies that will be required prior to commercialization and
revenue generation. Please also expand your Government Regulation and Product
Approval section on page 33 to include a detailed discussion of the applicable regulations,
including specifics about how the feed additives industry is regulated in the U.S.
6.We note the properties listed for MAGA and the discussion of CHASIS on page 5. Please
revise your disclosure to provide support for the claims made regarding the performance
of each formula.
7.We note your statements that Ipax has "successfully registered" both MAGA and CHASIS
in Eastern Europe and received a certificate. Please expand your disclosure to explain
what the referenced registration process entailed and what the certificate signifies. Please
also discuss any preclinical and/or clinical studies conducted by Ipax to date. In addition,
clarify what you mean when you state that Ipax "successfully entered" the Eastern
European market.
Our Growth Strategy, page 7
8.We note your mention of "existing facilities" on pages 7 and 32. Please revise your
disclosure to provide more detail regarding these facilities.
9.We note your disclosure regarding the work of your "operations team" on page 7;
however, we also note that the company has only one employee, Oleg Bilinski. Please
reconcile.
10.We note your statement on pages 7 and 32 that the Company aims to coordinate with "the
partners" to continually develop new products and processes. Please revise to explain who
"the partners" are and provide the terms of any materials relationships and agreements.

 FirstName LastNameOleg Bilinski
 Comapany NameMag Magna Corp.
 December 22, 2022 Page 3
 FirstName LastNameOleg Bilinski
Mag Magna Corp.
December 22, 2022
Page 3
Risk Factors
We may be unable to retain our existing customers or attract new customers..., page 11
11.We note the above entitled risk factor which discusses the retention of existing customers.
However, we also note your disclosure that the company has engaged in only
organizational activities to date and has not had funds to commence operations. Therefore,
it does not appear this disclosure is applicable. Please revise.
We may be unable to complete our preclinical and clinical investigations and fail to generate...,
page 12
12.We note your reference to "the drugs" in this risk factor. Please clarify whether your feed
additive product will be classified as a pharmaceutical product, if approved.
We will incur increased costs associated with, and our management will need to devote
substantial time and effort to..., page 15
13.We note your statement that you estimate you will incur up to approximately $200,000 in
expenses on an annual basis as a direct result of the requirements of being "a publicly
traded company". Please expand your disclosure to explain how you plan to fund such
expenses in the near future and reconcile with the information provided in the Use of
Proceeds table on page 26 which reflects SEC reporting and compliance costs of only
$10,000. Please also explain the consequences of not complying with the reporting
obligations applicable to the company after the registration statement is declared effective,
including those obligations arising under the Securities Exchange Act of 1934.
MAGA and CHASIS may prove to be difficult to effectively commercialize as planned., page 18
14.We note the third bullet of this risk factor which references "reimbursement and medical
policy changes that may adversely affect the pricing, profitability or commercial appeal of
MAGA and CHASIS". Please revise your disclosure to explain how reimbursement and
medical policies will apply to your product.
The proceeds from this offering may be insufficient to achieve substantial revenues and
profitable operations..., page 22
15.We note your statement that you require minimum funding of approximately $25,000 to
conduct your proposed operations for a period of one year. Please expand this risk factor
to clarify the consequences to investors if you raise less than $25,000 in this offering.
Use of Proceeds, page 26
16.Please address the following in relation to your Use of Proceeds disclosure:
•We note your statement on page 26 that you expect the minimum proceeds from the
offering of $25,000 to fund your needs for the following 12 months. However, after
the chart you state that the figures represent costs for the next 24 months.

 FirstName LastNameOleg Bilinski
 Comapany NameMag Magna Corp.
 December 22, 2022 Page 4
 FirstName LastNameOleg Bilinski
Mag Magna Corp.
December 22, 2022
Page 4
Please reconcile.
•Please confirm, if true, that proceeds will not be used towards the development of the
product. Please also revise the Summary section to clarify this point.
•The offering expenses row of the chart reflects expenses of $8,000; however,
following the chart you estimate the costs of the offering "at about $40,000". Please
reconcile.
•Explain why Marketing and Sales are included in the chart when elsewhere you state
that clinical trials will be required prior to commercialization of the company's
product.
Capitalization , page 27
17.Please revise your capitalization table for the following:
•remove current assets as they are not a part of your capitalization. If you choose to
present cash and cash equivalents in the table, double underline as it is not part of
your capitalization;
•only include the loan payable from related parties in the capitalization table; and
•reconcile the balance sheet information presented within this table to agree to your
unaudited financial statements as of July 31, 2022 . For example, net income in the
table does not agree with net income presented on page F-1 or F-2. In addition,
subscription receivable is not presented on page F-1.
Dilution , page 27
18.Please revise here and throughout the filing to present your net historical net tangible book
value per share of common stock and loss per share amounts rounded to the nearest cent
(i.e., using only two decimal points), in order not to imply a
greater degree of precision than exists.
19.Please reconcile for us how you calculated your historical net tangible book value as of
July 31, 2022 to be ($1,508.00).  Based upon your reported historical net tangible book
value and net offering proceeds of $17,000 at the 25% of shares sold from the maximum
offering available, please reconcile for us how you determined the $6,492 of post offering
net tangible book value as of July 31, 2022..  Please review the calculations within the
other scenarios of your offering sold as applicable.
Management's Discussion and Analysis of Financial Condition and Results of Operations , page
28
20.Please revise your filing to include all of the disclosures required by Item 303(b) and (c)
of Regulation S-K, such as liquidity and capital resources and results of operations for
each reporting period presented.
21.Under the header "Critical Accounting Policies and Significant Judgments and Estimates",
you state "we believe that the following accounting policies are the most critical for fully
understanding and evaluating our financial condition and results of operations" however

 FirstName LastNameOleg Bilinski
 Comapany NameMag Magna Corp.
 December 22, 2022 Page 5
 FirstName LastNameOleg Bilinski
Mag Magna Corp.
December 22, 2022
Page 5
no such accounting policies are described. Please revise your disclosure accordingly.
Business
Overview, page 31
22.We note your disclosure regarding the Patent License and Assignment Agreement with
Ipax LLC. Please revise your disclosure to include all material terms of the agreement,
including the term and termination provisions as well as payment obligations of each
party. Additionally, file a copy of the agreement as an exhibit. See Item 601(b)(10) of
Regulation S-K for guidance.
Mangement
Executive Officers and Directors, page 33
23.Please revise your disclosure in this section to provide all of the information required by
Item 401(e) of Regulation S-K. For instance, we note your statement that Oleg Bilinski
has "been focused on commercial and residential real estate investments in Europe and
North America" since 2010; however no further detail is provided. In addition, you state
that since 2005 Mr. Bilinski "has consulted public companies in the area of SEC
compliance, business development, and mergers and acquisitions" without further detail
about what companies he consulted with or for. Finally, as Mr. Bilinski does not appear to
have agricultural or pharmaceutical experience, please clarify the specific experience,
qualifications, attributes or skills that led to the conclusion that Mr. Bilinski should serve
as a director of the company.
Balance Sheets, page F-2
24.Total Assets balance does not agree with Total Liabilities and Stockholders' Deficit
balance on your audited balance sheet at April 30, 2022. Please revise.

25.Net Income on the Balance Sheet at July 31, 2022 does not agree with Net Income on
your Statement of Operations for the period ended July 31, 2022. Please revise.
Notes to the Financial Statements
Note 3. Summary of Significant Accounting Policies , page F-6
26.We note from page F-2 that you have capitalized $2,950 of website development costs and
classified them as fixed assets. Please revise your filing to include your accounting
policies related to fixed assets. In addition, please support your basis, citing relevant
accounting literature, for capitalizing website development costs as fixed assets rather
than intangible assets.  Refer to the guidance in ASC 350-50 .
Exhibits
27.We note from Exhibit 23.1 that you include the actual report of your independent

 FirstName LastNameOleg Bilinski
 Comapany NameMag Magna Corp.
 December 22, 2022 Page 6
 FirstName LastName
Oleg Bilinski
Mag Magna Corp.
December 22, 2022
Page 6
registered public accounting firm rather than your auditors' consent. Please obtain and file
a revised currently dated consent from your auditors that references the appropriate
financial statements and audit report date.
General
28.Please provide us with copies of all written communications, as defined in Rule 405 under
the Securities Act, that you, or anyone authorized to do so on your behalf, present to the
potential investors in reliance on Section 5(d) of the Securities Act, whether or not they
retain copies of the communications.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Tara Harkins at 202-551-3639 or Sasha Parikh at 202-551-3627 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Cindy Polynice at 202-551-8707 or Laura Crotty at 202-551-7614 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Roger D. Linn