FOR THE EXCLUSIVE USE
OF THE SECURITIES AND EXCHANGE COMMISSION ONLY
This letter is being filed via Edgar today to confirm the accuracy of the
contents below, representing the original version of the correspondence from the
undersigned, dated June 7, 2005 and filed with the Commission via Edgar on June
6, 2005:
Joseph J. Tomasek, Esq.
77 North Bridge Street
Somerville, New Jersey 08876
June 7, 2005
FOR THE EXCLUSIVE USE
OF THE SECURITIES AND EXCHANGE COMMISSION ONLY
VIA EDGAR AND OVERNIGHT DELIVERY
Filing Desk
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 205498
Attention: Barbara C. Jacobs, Assistant Director
RE: Magnitude Information Systems, Inc.
A Rule 429 Combined Prospectus, Covering
The Securities Included In:
(1) Post-Effective Amendment No. 4 to Form SB-2 Registration
No. 333-112595
(2) Post-Effective Amendment No. 7 to Form SB-2 Registration
No. 333-73992
(3) Post Effective Amendment No. 2 to Form SB-2 Registration
No. 333-118522
(4) Post-Effective Amendment No. 1 to Form SB-2 Registration
No. 333-123996
Dear Assistant Director Jacobs
On behalf of Magnitude Information Systems, Inc. (the "Company"), we hereby
file via Edgar today the above identified post-effective amendments to
registration statements on Form SB-2, which include a combined prospectus filed
pursuant to Rule 429 promulgated under the Securities Act of 1933 (the "1933
Act"). All four(4) of the above referenced post-effective amendments relate to
earlier Company offerings previously registered under the 1933 Act and declared
effective by the Commission. Please note that we will refer in this
correspondence to all four (4) post-effective amendments filed today,
collectively as the "Amendment" and the Rule 429 combined prospectus as the
"Prospectus".
We have summarized below the material and substantive disclosures contained
in the Prospectus that represent modifications and changes to those disclosures
contained in the final prospectuses filed as part of the earlier Company
registration statements, previously declared effective by the Commission on
April 20, 2005 and May 2, 2005. For the convenience of the Staff's review, we
have enclosed in the overnight delivery package three (3) paper copies of the
Amendment, and Prospectus forming a part thereof, marked to show the
modifications and changes with the text underlined. Page references are to the
EDGAR version of the Amendment.
The Amendment: General.
The Amendment seeks to re-register an aggregate 107,411,728 Company common
shares on behalf of Company investors who are identified as the "Selling
Shareholders" in the Prospectus. Some of these common shares have already been
issued, or may be issued under Company warrants, stock options, convertible
preferred stock and a convertible note.
The Prospectus: General
The Rule 429 Prospectus combines all of the Company common shares
contained in earlier offerings registered pursuant to the 1933 Act and
previously declared effective by the Commission.
Prospectus: Material and Substantive Changes to Earlier Final Prospectuses
1. Prospectus Summary; The Offering: Pages 5 - 6
"The Offering" portion of the Prospectus Summary has been updated in
the subsection entitled "Securities Offered" to aggregate all of the 107,411,728
common shares contained in the four (4) earlier registration statements. In like
fashion, all of the amounts of these common shares issuable under outstanding
warrants, stock options, preferred stock conversions and convertible note have
also been aggregated in this subsection.
The subsections entitled "Plan of Distribution", "Use of Proceeds",
"Securities Outstanding" and "Risk Factors" have also been updated to reflect
the accurate aggregate information as well as updated financial information.
2. Risk Factors: Pages 7 - 10
We have updated the Risk Factors entitled "We Continue to Suffer
Financial Losses in our Business", "Any Further Stock Issuances Could Depress
Our Share Trading Price" and "Market Overhang" to reflect both the aggregation
of Company securities and financial statement disclosures through March 31,
2005.
3. Selling Shareholders: Pages 12 - 14
The Prospectus combines all of the Selling Shareholders previously
identified in the Company's four (4) earlier registration statements.
4. Transactional Notes: Pages 14 - 20
The Prospectus combines the "Transactional Notes", numbered one (1)
through twenty-two (22), from the previous four (4) registration statements. The
Transactional Notes summarize the transactions pursuant to which the Selling
Shareholders previously received their Company securities.
5. Shares Eligible for Future Sale; Plan of Distribution: Pages 20 - 21
We have updated this section to reflect the aggregation of Company
common shares in the Prospectus.
6. Description of Capital Stock: Pages 27 - 28
We have updated this section to reflect the status of the Company's
outstanding securities through May 31, 2005.
7. Management's Discussion and Analysis: Pages 34 - 35
We have updated this section to include the results of operations and
liquidity and capital resources for both (a) the three month periods ended March
31, 2005 and 2004 and (b) for the fiscal year ended December 31, 2004, as
reflected in the Company's Form 10-KSB for the fiscal year ended December 31,
2004.
8. Certain Relationships and Related Transactions: Page 36
We have updated this section to include transactions occurring through
March 31, 2005.
9. Financial Statements: Page 37 - 75
We have updated the Company's financial statements to include the
unaudited financial statements for the quarterly period ended March 31, 2005.
10. Part II, Item 26, Recent Sales of Unregistered Securities: Page 76
We have updated this section to include the last investments made
during the quarterly period ended March 31, 2005 in the Company's Rule 506
private placement to accredited investors.
We would be pleased to furnish the Staff with any other information or
documents upon request.
Very truly yours,
/s/ Joseph J. Tomasek
--------------------------
Joseph J. Tomasek, Esq.
cc Commission Staff
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(Correspondence also via Telecopy):
Daniel Lee, Esq.