FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

              |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                      For Quarter Ended September 30, 2003

                                       OR

              |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the Transition Period from _______ to _______

                         Commission file number 33-20432

                       MAGNITUDE INFORMATION SYSTEMS, INC.
                       -----------------------------------
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                                         75-2228828
-------------------------------                        --------------------
(State or other Jurisdiction of                            (IRS Employer
Incorporation or Organization)                          Identification No.)

                  401 State Route 24, Chester, New Jersey 07930
                  ---------------------------------------------
               (Address of Principal Executive Office) (Zip Code)

                                 (908) 879-2722
                                 --------------
               (Registrant's telephone number including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                                Yes |X|  No |_|

      The number of shares of Registrant's Common Stock, $0.0001 par value,
           outstanding as of October 31, 2003, was 73,710,141 shares.

<PAGE>

              MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARIES

                                      INDEX

                                                                           Page
                                                                          Number
                                                                          ------

PART 1 - FINANCIAL INFORMATION

Item 1   Financial Statements (unaudited)

         Consolidated Balance Sheet
          - September 30, 2003                                               3

         Consolidated Statements of Operations
          - Three and nine months ended September 30, 2003 and 2002          4

         Consolidated Statements of Cash Flows
          - Nine months ended September 30, 2003 and 2002                    5

         Notes to Consolidated Financial Statements                       6 - 12

Item 2   Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                       13 - 14

Item 3   Controls and Procedures                                            14

PART II  -  OTHER INFORMATION                                               15

SIGNATURES                                                                  16

Certifications pursuant to Sections 906 and 302 of the
Sarbanes-Oxley Act of 2002                                               17 - 19


                                       2
<PAGE>

PART I - Item 1

               MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

<TABLE>
<CAPTION>
ASSETS                                                                         September 30, 2003
                                                                               ------------------
<S>                                                                                <C>
     Current Assets
     Cash ......................................................................   $      5,254
     Accounts receivable, net of allowance for
        doubtful accounts of $212 ..............................................         27,287
     Miscellaneous receivables .................................................          3,300
     Inventories ...............................................................         26,917
     Prepaid expenses ..........................................................         99,014
                                                                                   ------------
        Total Current Assets ...................................................        161,772
     Property and equipment, net of accumulated
        depreciation of $191,010 ...............................................         11,457
     Software, net of accumulated amortization of $846,358 .....................        660,931
     Other assets ..............................................................         68,522
                                                                                   ------------
TOTAL ASSETS ...................................................................        902,682
                                                                                   ============
LIABILITIES AND STOCKHOLDERS' EQUITY (IMPAIRMENT)
LIABILITIES
     Accounts payable and accrued expenses .....................................        852,852
     Deferred revenue ..........................................................         12,854
     Dividends payable .........................................................        335,783
     Loans and notes payable ...................................................        359,763
     Current maturities long-term debt .........................................        208,419
     Current maturities lease obligations ......................................            511
                                                                                   ------------
        Total Current Liabilities ..............................................      1,670,182
     Long-term debt, less current portion ......................................        100,000
                                                                                   ------------
TOTAL LIABILITIES ..............................................................      1,870,182

STOCKHOLDERS' EQUITY (IMPAIRMENT)
     Preferred Stock, $0.001 par value, non-voting, 3,000,000 shares authorized:
     2,500 shares have been designated Cumulative Preferred Stock,
     of which 1 share is issued and outstanding ................................              0
     300,000 shares have been designated Series A Convertible Preferred Stock,
     350,000 shares have been designated Series B Convertible Preferred Stock,
     120,000 shares have been designated Series C Convertible Preferred Stock,
     500,000 shares have been designated Series D Convertible Preferred Stock,
     of which a combined total 195,968 shares are issued and outstanding .......            196
     Common Stock, $0.0001 par value, 100,000,000 shares authorized,
     72,743,474 shares are issued and outstanding ..............................          7,274
     Stock subscriptions receivable ............................................         (3,297)
     Additional paid-in capital ................................................     22,140,402
     Accumulated deficit .......................................................    (23,112,075)
                                                                                   ------------
TOTAL STOCKHOLDERS' EQUITY (IMPAIRMENT) ........................................       (967,500)

TOTAL LIABILITIES AND EQUITY (IMPAIRMENT) ......................................   $    902,682
                                                                                   ============
</TABLE>

                 See notes to consolidated financial statements


                                       3
<PAGE>

               MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                     Three Months Ended                Nine Months Ended
                                                        September 30,                    September 30,
                                                -----------------------------     -----------------------------
                                                    2003             2002             2003             2002
                                                ------------     ------------     ------------     ------------
<S>                                             <C>              <C>              <C>              <C>
Total Revenues .............................    $     57,540     $    126,434     $    126,099     $    257,818

     Cost of Goods Sold ....................          38,946           45,040          116,913          122,918

Gross Profit ...............................          18,594           81,394            9,186          134,900

     Selling expenses ......................          96,389          233,525          390,034          607,773
     General & administrative expenses .....         362,869          545,409        1,351,397        1,574,279
                                                ------------     ------------     ------------     ------------

Operating (Loss) ...........................        (440,664)        (697,540)      (1,732,245)      (2,047,152)

     Miscellaneous income ..................           3,745           35,719            3,745           35,719
     Interest expense, net .................         (24,462)          (5,845)         (55,657)         (29,276)
                                                ------------     ------------     ------------     ------------
Non-Operating Income (Expense) .............         (20,717)          29,874          (51,912)           6,443
                                                ------------     ------------     ------------     ------------

Net (Loss) before taxes ....................        (461,381)        (667,666)      (1,784,157)      (2,040,709)

     Provision for income taxes ............               0                0                0                0
Net (Loss) .................................    $   (461,381)    $   (667,666)    $ (1,784,157)    $ (2,040,709)
                                                ============     ============     ============     ============

Dividends accrued on preferred stock .......          28,817           28,817           86,451           91,614

Net (Loss) applicable to common shareholders    $   (490,198)    $   (696,483)    $ (1,870,608)    $ (2,132,323)
                                                ============     ============     ============     ============
Loss per Common Share ......................    $      (0.01)    $      (0.01)    $      (0.03)    $      (0.05)
                                                ============     ============     ============     ============
Weighted Average Number of
     Common Shares Outstanding .............      69,104,958       52,097,880       65,189,770       42,745,948
                                                ============     ============     ============     ============
</TABLE>

                 See notes to consolidated financial statements


                                       4
<PAGE>

               MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Nine Months Ended
                                                               September 30,
                                                        ----------------------------
                                                            2003            2002
                                                        -----------     -----------
<S>                                                     <C>             <C>
Cash Flows from Operating Activities
     Net (loss) ....................................    $(1,784,157)    $(2,040,709)
     Adjustments to net (loss)
        Depreciation and amortization ..............        134,978         153,531
        Provision for bad debts ....................             --         (11,605)
        Stock & options issued for debt and expenses        242,562         443,379
     Decreases (increases) in Assets
        Accounts receivable ........................         (6,494)        131,950
        Miscellaneous receivables ..................            429          18,720
        Inventories ................................             30         (24,857)
        Prepaid expenses ...........................       (130,136)        (25,654)
        Other assets ...............................             --          (1,955)
     Increases (decreases) in Liabilities
        Deferred revenues ..........................         (5,015)       (208,291)
        Change in prepayments ......................        (14,075)             --
        Accounts payable and accrued expenses ......        303,308        (296,169)
                                                        -----------     -----------
Net Cash (Used) by Operating Activities ............     (1,258,570)     (1,861,660)

Cash Flows from Investing Activities
     Purchases of equipment and fixtures ...........         (3,380)        (12,751)
                                                        -----------     -----------
Net Cash (Used) by Investing Activities ............         (3,380)        (12,751)

Cash Flows from Financing Activities
     Proceeds from loans and notes payable .........        328,469          76,000
     Repayment of loans and notes ..................        (21,706)       (287,500)
     Addition to capital from issuance stock options         37,525              --
     Issuance of common and preferred stock ........        912,940       2,074,437
                                                        -----------     -----------
Net Cash Provided by Financing Activities ..........      1,257,228       1,862,937
Net (Decrease) in Cash .............................         (4,722)        (11,474)
Cash at Beginning of Period ........................          9,976          15,229
                                                        -----------     -----------
Cash at End of Period ..............................    $     5,254     $     3,755
                                                        ===========     ===========
</TABLE>

                 See notes to consolidated financial statements


                                       5
<PAGE>

               MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Nature of Organization

            Magnitude Information Systems, Inc. (the "Company" or "Magnitude")
            was incorporated as a Delaware corporation on April 19, 1988 under
            the name Fortunistics Inc. On November 18, 1998, the Company changed
            its name to Magnitude Information Systems, Inc.

            The Company's primary product is an integrated suite of proprietary
            software modules marketed under the name ErgoManager(TM) which are
            designed to help individual computer users and businesses increase
            productivity and reduce the risk of potentially preventable
            repetitive stress injury (RSI). These software modules can be
            applied individually or together in a comprehensive ergonomic and
            early intervention program that seeks to modify a user's behavior by
            monitoring computer usage patterns over time and warning the user
            when to break a dangerous trend in repetitive usage of an input
            device, such as a keyboard or mouse. The product was developed to
            train people working on computers, monitor computer-use related
            activities and evaluate a user's risk exposure and propensity
            towards injury or loss of effectiveness in connection with his/her
            day-to-day work. Moreover, the software enables a company to not
            only address the issue of health risks involving employees and to
            minimize resulting potential liabilities, but delivers a powerful
            tool to increase overall productivity.

            On June 24, 1997, the Company extended a stock exchange offer to the
            shareholders of Magnitude, Inc., a Delaware corporation and
            manufacturer of ergonomic keyboarding systems. At the time of this
            submission, holders of 99.4% of Magnitude, Inc. common stock have
            tendered their shares. The remaining Magnitude, Inc. shareholders
            hold a minority interest which is valued at $0. The Company and
            Magnitude, Inc. remain as two separate legal entities whereby
            Magnitude, Inc. operates as a subsidiary of Magnitude Information
            Systems, Inc. The operations of the combined entity are currently
            comprised solely of the operations of Magnitude, Inc.

      Basis of Presentation

            The accompanying unaudited consolidated financial statements have
            been prepared in accordance with generally accepted accounting
            principles for interim financial statements and with the
            instructions to Form 10-QSB and Article 10 of Regulation S-X.
            Accordingly, they do not include all of the information and
            disclosures required for annual financial statements. These
            financial statements should be read in conjunction with the
            consolidated financial statements and related footnotes included in
            the Company's annual report on Form 10-KSB for the year ended
            December 31, 2002 and its quarterly reports on Form 10-QSB for the
            quarters ended March 31, 2003 and June 30, 2003.

            In the opinion of the Company's management, all adjustments
            (consisting of normal recurring accruals) necessary to present
            fairly the Company's financial position as of September 30, 2003,
            the results of operations for the three and nine months ended
            September 30, 2003 and 2002, and the cash flows for the nine months
            ended September 30, 2003 and 2002, have been included.


                                       6
<PAGE>

               MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

      Principles of Consolidation

            The consolidated financial statements include the accounts of
            Magnitude Information Systems, Inc. and its subsidiary Magnitude,
            Inc. All significant inter-company balances and transactions have
            been eliminated.

      Inventories

            Inventory consists of finished goods that are stated at the lower of
            cost (determined by the first-in, first out method) or market.

      Depreciation and Amortization

            Property and equipment are recorded at cost. Depreciation on
            equipment, furniture and fixtures and leasehold improvements is
            computed on the straight-line method over the estimated useful lives
            of such assets between 3-10 years. Maintenance and repairs are
            charged to operations as incurred. Software assets are amortized on
            the straight-line method over 10 years. Software assets are
            capitalized at the fair value of stock exchanged/granted upon
            acquisition and are amortized on the straight-line method on a
            product-by-product basis over the estimated economic life of the
            products which has been determined to be 10 years.

      Securities Issued for Services

            The Company accounts for stock, stock options and stock warrants
            issued for services and compensation by employees under the
            intrinsic value method. For non-employees, the fair market value of
            the Company's stock on the date of stock issuance or option grant is
            used. Effective January 1, 1996, the Company adopted Statement of
            Financial Accounting Standard (SFAS) No. 123, "Accounting for
            Stock-based Compensation". The statement generally suggests, but
            does not require, employee stock-based compensation transactions be
            accounted for based on the fair value of the services rendered or
            the fair value of the equity instruments issued, whichever is more
            reliably measurable. As permitted by the statement, the Company has
            elected to continue to follow the requirements of Accounting
            Principles Board Opinion No. 25, "Accounting for Stock Issued to
            Employees" for employees under the intrinsic value method. The
            adoption of SFAS No. 123 does not have a material impact on the
            financial statements.

      Income Taxes

            The Company provides for income taxes based on enacted tax law and
            statutory tax rates at which items of income and expenses are
            expected to be settled in the Company's income tax return. Certain
            items of revenue and expense are reported for Federal income tax
            purposes in different periods than for financial reporting purposes,
            thereby resulting in deferred income taxes. Deferred taxes are also
            recognized for operating losses that are available to offset future
            taxable income. Valuation allowances are established when necessary
            to reduce deferred tax assets to the amount expected to be realized.
            The Company has incurred net operating losses for
            financial-reporting and tax-reporting purposes. Accordingly, for
            Federal income tax purposes, the benefit for income taxes has been
            offset entirely by a valuation allowance against the related federal
            deferred tax asset.


                                       7
<PAGE>

               MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

      Net Loss Per Share

            Net loss per share, in accordance with the provisions of Financial
            Accounting Standards Board No. 128, "Earnings Per Share" is computed
            by dividing net loss by the weighted average number of shares of
            Common Stock outstanding during the period. Common Stock equivalents
            have not been included in this computation since the effect would be
            anti-dilutive.

      Revenue Recognition

            The Company's revenue recognition policy for software sales is in
            accordance with Accounting Statement of Position 97-2. Revenue is
            recognized at the time of licensing provided that the resulting
            receivable position is deemed probable of collection and is fixed or
            determinable. Revenue from software maintenance contracts is
            recognized ratably as earned. Where a sales contract includes
            multiple elements, revenues are allocated to the various elements
            based on Company-specific objective evidence of fair value,
            regardless of any separate prices for each element that may be
            stated within the contract.

      Use of Estimates

            The preparation of financial statements in conformity with generally
            accepted accounting principles requires management to make estimates
            and assumptions that affect the reported amounts of assets and
            liabilities and disclosure of contingent assets and liabilities at
            the date of the financial statements and the reported amounts of
            revenues and expenses during the reporting period. Actual results
            could differ from those estimates.

GOING CONCERN

      The ability of the Company to continue its operations is dependent on
      increasing sales and obtaining additional capital and financing. In their
      report for the fiscal year ended December 31, 2002, our auditors had
      expressed an opinion that, as a result of the losses incurred and the
      relative lack of working capital, there was substantial doubt regarding
      our ability to continue as a going concern. The accompanying financial
      statements do not include any adjustments that might be necessary if the
      Company were unable to continue as a going concern. During the last two
      years and the first three quarters in 2003 the Company has relied on the
      private placement of its common and preferred stock to fund its
      operations. Management's plans are to continue seeking additional working
      capital through equity and debt placements with private and institutional
      investors.


                                       8
<PAGE>

               MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003

PREPAID EXPENSES

      Prepaid expenses at the end of the quarter included a position of $25,000
      representing the unamortized portion of part of the Company's chief
      executive officer's base salary for the remainder of the current year
      which was prepaid in January 2003 in the form of restricted common stock,
      in lieu of cash (see "Related Party Transactions"). Also included was
      approximately $45,000 representing the value of restricted stock issued to
      certain consultants for services to be rendered in the near future.

CONCENTRATIONS OF BUSINESS AND CREDIT RISK

      The Company maintains cash balances in a financial institution which are
      insured by the Federal Deposit Insurance Corporation up to $100,000.
      Balances in these accounts may, at times, exceed the federally insured
      limits.

      The Company provides credit in the normal course of business to customers
      located throughout the U.S. and overseas. The Company performs ongoing
      credit evaluations of its customers and maintains allowances for doubtful
      accounts based on factors surrounding the credit risk of specific
      customers, historical trends, and other information.

PROPERTY AND EQUIPMENT

Property and equipment consist of the following at September 30, 2003:
         Equipment                                                     $130,237
         Furniture and fixtures                                          72,230
                                                                       --------

                                                                        202,467

         Less accumulated depreciation                                  191,010
                                                                       --------

                                   Total                               $ 11,457
                                                                       ========

Depreciation expense charged to operations was $18,039 in the first nine months
of 2003 and $36,593 in the first nine months of 2002.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following at September
30, 2003:

Accounts payable                                                        $577,207

Accrued interest                                                          79,945

Accrued commissions                                                        7,397

Accrued salaries, bonuses, vacations, payroll taxes                       95,718

Accrued professional fees                                                 80,424

Miscellaneous accruals                                                    12,161
                                                                        --------
                      Total                                             $852,852
                                                                        ========


                                       9
<PAGE>

               MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003

DEFERRED REVENUES

      Deferred revenues at September 30, 2003, consist of prepaid software
      maintenance and support charges which are amortized ratably over the
      remaining duration of the underlying maintenance agreements.

LOANS AND NOTES PAYABLE

      At September 30, 2003, Magnitude, Inc. and the Company had borrowings
      under short term loan agreements with the following terms and conditions:

<TABLE>
<S>                                                                                 <C>
On December 4, 1996, Magnitude, Inc. repurchased 500,000 shares of its common
stock and retired same against issuance of a promissory note maturing twelve
months thereafter accruing interest at 5% per annum and due December 4, 1998
This note is overdue at September 30, 2003 and no demand for payment has been
made                                                                                $ 75,000

At December 31, 1999 the Company had $1,475,000 of notes outstanding related to
a June 1995 private placement offering. During 2000 the holders of $1,450,000
worth of notes agreed to accept partial repayment of approximately 30% of the
note balances and converted the remaining balances into common shares or
convertible preferred shares. The total amount of non-converted notes
outstanding at September 30, 2003 is $25,000. Attempts to locate the holder of
this note, to settle this liability, have been unsuccessful                           25,000

Cash advances by two directors and officers of the Company, payable on demand,
carrying interest at the rate of 10% per annum                                       149,000

Note dated April 25, 2003, due December 31, 2003, for $57,000, carrying interest
at the rate of 15% per annum. Note is secured by accounts receivables and
carries a provision for earlier repayment from the proceeds of receivables
collections or other fund receipts                                                    57,000


Note dated June 2, 2003, due December 2, 2003, issued to a relative of a
director and carrying interest at the rate of 10% per annum                           53,763
                                                                                    --------
         Total                                                                      $359,763
                                                                                    ========
</TABLE>


                                       10
<PAGE>

               MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003

LONG TERM DEBT

      Long-term debt as of September 30, 2003, is comprised of the following:

<TABLE>
<S>                                                                               <C>
Pursuant to the February 2, 1998, Agreement and Plan of Merger with Rolina
Corporation, the Company had issued 155,556 shares (the "Shares") of its
common stock to the principal of Rolina Corporation who currently serves as
the Company's Chief Executive Officer and Board Chairman, and had issued a Put
Option for such Shares at a price of $2.41 per share in accordance with the
provisions contained therein, with notice for exercise eligible to be given at
any time after February 1, 2000, and before 5:00 p.m. on the 90th day
thereafter. This liability was converted into a Company obligation for
$274,890 maturing March 31, 2002 and a demand loan for $100,000 both carrying
interest at the rate of 7% per year, subsequently increased to 10%, payable
monthly. The demand portion of this note was repaid in April 2002 and the due
date for $274,890 of the remaining balance was extended to July 1, 2003
Subsequently, the maturity of the unpaid balance was changed to a portion of
$74,890 payable on demand, a portion of $100,000 due on July 1, 2004, and a
portion of $200,000 due on January 1, 2005. The obligation includes an option
to the holder for conversion of the outstanding principal into shares of the
Company's common stock at the rate of $0.10 per share                             $274,890

Discounted present value of a non-interest bearing $70,000 settlement with a
former investor of Magnitude, Inc. to be paid in monthly payments commencing
July 1, 1997. The imputed interest rate used to discount the note is 8% per
annum. This obligation is in default                                                33,529
                                                                                  --------
  Total                                                                            308,419
  Less current maturities                                                          208,419
                                                                                  --------
  Long-term debt, net of current maturities                                       $100,000
                                                                                  ========
</TABLE>

INCOME TAXES

      At December 31, 2002, the Company had net operating loss carry-forwards
      approximating $19,300,000 for federal income tax purposes which expire
      between the years 2007 and 2022 and are subject to certain annual
      limitations. At December 31, 2002, the Company has available approximately
      $7,800,000 of net operating losses to carry-forward and which may be used
      to reduce future state taxable income which expire December 31, 2009.

      The Company's total deferred tax asset and valuation allowance at December
      31, 2002 are as follows:

Total deferred tax asset, non-current                                 $6,700,000
Less valuation allowance                                               6,700,000
                                                                      ----------
Net deferred tax asset                                                $       --
                                                                      ==========

COMMITMENTS AND CONTINGENCIES

      Lease Agreement

            On March 15, 2000, the Company entered into a lease agreement for
            office space which is utilized for the Company's principal offices.
            Such lease commenced April 15, 2000 and expires on March 31, 2005
            and requires monthly payments of $6,500 from April 15, 2000 through
            March 31, 2002; of $6,695 thereafter through March 31, 2003; of
            $6,896 thereafter through March 31, 2004; and of $7,103 thereafter
            through March 31, 2005. In August 2002 the Company subleased
            additional office space at this location commencing September 1,
            2002 and expiring December 31, 2003. The sublease requires monthly
            payments of $1,955 throughout the sublease term.


                                       11
<PAGE>

               MAGNITUDE INFORMATION SYSTEMS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003

COMMITMENTS AND CONTINGENCIES, continued

      Under the lease agreements, the Company is required to make future minimum
      lease payments as follows in addition to a pro-rata share of certain
      operating expenses:

Year Ending December 31,
------------------------
        2003                                                          $105,609
        2004                                                            84,615
        2005                                                            21,309
                                                                      --------
        Total                                                         $211,533
                                                                      ========

Employment Agreements

      The Company has entered into employment agreements with certain key
      personnel which provide for a base salary, yearly bonuses in common stock
      and/or options of the Company and other benefits. Termination of the
      agreements may be made by either party with advance notice.

RELATED PARTY TRANSACTIONS

      In January 2003, the Company and its President and Chief Executive Officer
      agreed to convert most of his base salary for the remainder of the year
      2003 into restricted common stock in lieu of cash at the rate of $0.10 per
      share, for a total amount of $100,000.

      During the first quarter in 2003, an outside director of the Company was
      awarded a stock grant for 200,000 restricted common shares, for services
      rendered. The same director converted $20,500 in accrued expenses incurred
      on behalf of the Company, into 205,000 restricted shares.

      During the first quarter in 2003, the Company's President and Chief
      Executive Officer and an outside director of the Company extended cash
      advances to the Company, totaling $92,500, repayable on demand and
      carrying interest at the rate of 10% per annum.

      During the second quarter in 2003, an outside director of the Company was
      awarded a stock grant for 163,500 restricted common shares, for services
      rendered.

      During the second quarter in 2003, the Company's President and Chief
      Executive Officer and an outside director of the Company extended cash
      advances to the Company, totaling $151,500, repayable on demand and
      carrying interest at the rate of 10% per annum.

      In a meeting of the board of directors of the Company on May 29, 2003, in
      consideration of the Company's President's role in augmenting available
      working capital through salary conversion and direct cash loans, the board
      approved a reduction in the exercise price of stock options for a total
      4,147,917 shares issued to him, from prices ranging from $0.50 to $1.00,
      to $0.10 per share.


                                       12
<PAGE>

Item 2.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT PURSUANT TO "SAFE HARBOR" PROVISIONS OF SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934

      Except for historical information, the Company's reports to the Securities
      and Exchange Commission on Form 10-KSB and Form 10-QSB and periodic press
      releases, as well as other public documents and statements, contain
      "forward-looking statements" within the meaning of Section 21E of the
      Securities Exchange Act of 1934. Forward-looking statements are subject to
      risks and uncertainties that could cause actual results to differ
      materially from those expressed or implied by the statements. These risks
      and uncertainties include general economic and business conditions,
      development and market acceptance of the Company's products, and other
      risks and uncertainties identified in the Company's reports to the
      Securities and Exchange Commission, periodic press releases, or other
      public documents or statements.

      Readers are cautioned not to place undue reliance on forward-looking
      statements. The Company undertakes no obligation to republish or revise
      forward-looking statements to reflect events or circumstances after the
      date hereof or to reflect the occurrences of unanticipated events.

Results of Operations:

      Progress in our ongoing pursuit to close large prospective licensing
      distribution and reselling contracts, currently in the negotiation stage,
      has been slow but steady. Successful closing of the first of these large
      projects will have a material effect on shortening the sales cycle in all
      the Company's business development endeavors. The third quarter did not
      yield completed major new contracts for the licensing of our software as
      they could not be completed during the reporting period. While we have not
      achieved this goal during the quarter, management remains confident that a
      breakthrough in form of such major new contracts is very much in reach and
      that the outlook for the upcoming quarters remains positive.

      The quarter's revenues totaled $57,540, compared to $126,434 for the same
      period in 2002. During the current period, selling- and general and
      administrative expenses amounted to $459,258, significantly less than the
      $778,934 recorded during the same period in 2002. Lesser expenses in the
      marketing area where we currently operate with a reduced staff level, and
      savings in outlays for third party services, primarily in the areas of
      investor relations and capital raising activities and related regulatory
      filings, account for most of these cost reductions. For the third quarter
      as a total, the Company realized an operating loss of $440,664, compared
      to an operating loss of $697,540 in the third quarter in 2002. After
      accounting for non-operating income and expenses - mainly in form of
      interest expenses - and after dividend accruals on outstanding preferred
      stock, the net loss applicable to common shareholders for the period was
      $490,198 or $0.01 per share, compared to a loss of $696,483 or $0.01 per
      share for the same quarter in the previous year.

Liquidity and Capital Resources:

      The Company has experienced cash shortages during the quarter and
      continues to remain dependent upon the infusion of new equity capital to
      fund ongoing operations. Private placements with accredited investors
      during the quarter resulted in the receipt by the Company of approximately
      $258,000 in new equity capital in the form of cash. These equity
      placements were consummated by issuance of common stock to private
      investors in the U.S. and overseas. Details of those transactions can be
      found in the "Changes and Issuance of Securities" section of this report.


                                       13
<PAGE>

      At September 30, 2003, the deficit in working capital amounted to
      $1,508,410, up from a deficit of $1,368,443 at June 30, 2003. The deficit
      continues to challenge the Company's ability to aggressively proceed with
      certain marketing programs. The lack of adequate financing hinders
      long-term planning and continues to occupy management time and resources.
      The Company is pursuing several avenues that involve both equity and debt
      financings with accredited private investors. Until such financings can be
      completed, the probability and timing of which is uncertain at this time,
      the Company will continue to face a significant shortage of operating
      cash.

      At the time of this submission, the Company had no bank debt. At September
      30, 2003, its short-term liabilities outside of debt consisted primarily
      of $577,207 trade payables, approximately $275,000 in various accruals
      (see "Accounts Payable and Accrued Expenses" in the Notes to Financial
      Statements section) and $335,783 in accrued dividends on outstanding
      preferred stock. The payables include approximately $228,000 owed to the
      Company's chief executive officer and one outside director. With respect
      to the dividend accruals and in view of the absence of surplus funds,
      management does not plan to liquidate the latter position in the immediate
      future. Debt consisted of $568,693 in current loans and notes of which
      approximately $325,390 is owed to the Company's chief executive officer
      and one outside director, and $100,000 in long-term liabilities, likewise
      owed to the Company's chief executive officer and evidenced by a
      promissory note maturing in January 2005.

      Current cash reserves are inadequate when measured against needs projected
      for the upcoming quarter, and the Company's liquidity overall remains
      strained. While management firmly expects to be able to obtain necessary
      working capital, there can be no assurance that the desired funding can be
      secured in a satisfactory manner with respect to terms, timeliness and
      volume.

Item 3. CONTROLS AND PROCEDURES

      (a) Evaluation of Disclosure Controls and Procedures.

            Within the 90 days prior to the filing date of this Quarterly Report
on Form 10-Q, our Chief Executive Officer and our Chief Financial Officer
evaluated the effectiveness of our disclosure controls and procedures as defined
in Rule 13a-14(c) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Based upon that evaluation, the Chief Executive Officer and the
Chief Financial Officer, have concluded that our current disclosure controls and
procedures are adequate and effective to ensure that information required to be
disclosed in the reports we file under the Exchange Act is recorded, processed,
summarized and reported on a timely basis.

      (b) Changes in Internal Controls.

            There have been no significant changes in our internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of their evaluation by the Chief Executive Officer and the Chief
Financial Officer.


                                       14
<PAGE>

PART II - OTHER INFORMATION

Item 1 LEGAL PROCEEDINGS

      The Company is not a party in any legal proceedings.

Item 2 CHANGES IN SECURITIES

      -     None

c)    Issuance of unregistered securities

      During the quarter ended September 30, 2003, the Company issued the
following unregistered securities:

      (i)   4,296,870 shares of common stock to nine accredited investors
            pursuant to private placement subscriptions, issued in reliance upon
            exemptions provided under Section 4(2), Rule 506 of Regulation D and
            Regulation S of the Securities Act, altogether resulting in the
            receipt by the Company of approximately $258,000 in cash;

      (ii)  1,642,500 shares of common stock and options for the purchase of
            1,535,000 shares, for marketing consulting and investor relations
            services;

Item 3 DEFAULTS ON SENIOR SECURITIES

      The Company, as of the date of this filing, is in arrears on the payment
      of certain dividends on its Series A, C, and D Senior Convertible
      Preferred Stock. Such arrears total approximately $310,000. These
      dividends have been accrued, however, the Company's management has
      refrained from making payments at this time because of the absence of
      positive equity and/or surplus funds.

Item 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES' HOLDERS

      -     None

Item 5 OTHER INFORMATION

      -     None

Item 6 EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibit (3)(i) - Articles of Incorporation and Amendments thereto,
            incorporated herein by reference to Exhibits of previous filings
            with the Commission.

            Exhibit (3)(ii) - By-laws of the Company, incorporated herein by
            reference to Exhibits of previous filings with the Commission.

      (b)   Reports on Form 8-K:

            On July 8, 2003, the Company filed a report on Form 8-K, informing
            about a joint marketing agreement for distribution of the Company's
            ergonomic software, with Digital Door Productions, LLC.


                                       15
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        MAGNITUDE INFORMATION SYSTEMS, INC.


Date: November 12, 2003                 By: /s/  Steven D. Rudnik
                                           -------------------------------------
                                           Steven D. Rudnik
                                           Chairman and Chief Executive Officer


                                       16
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Magnitude Information Systems, Inc.
(the "Company") on Form 10-QSB for the quarter ended September 30, 2003 (the
"Form 10-QSB"), each of the undersigned officers of the Company certifies, to
the best of their knowledge, that the Company's Form 10-QSB fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 and that the information contained in the Form 10-QSB, fairly presents, in
all material respects, the financial condition and results of operations of the
Company.

Dated: November 12, 2003                MAGNITUDE INFORMATION SYSTEMS, INC.


                                        By: /s/ Steven D. Rudnik
                                           -------------------------------------
                                           Steven D. Rudnik
                                           President and Chief Executive Officer


                                        By: /s/ Joerg H. Klaube
                                           -------------------------------------
                                           Joerg H. Klaube
                                           Chief   Financial Officer


                                       17
<PAGE>

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven D. Rudnik, the Chief Executive Officer of Magnitude Information
Systems, Inc., certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Magnitude
      Information Systems, Inc. (the "Company") for the period ended September
      30, 2003;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the Company as of, and for, the periods presented in this
      quarterly report;

4.    The Company's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and we
      have:

      (a)   designed such disclosure controls and procedures to ensure that
            material information relating to the Company, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

      (b)   evaluated the effectiveness of the Company's disclosure controls and
            procedures as of a date within 90 days prior to the filing date of
            this quarterly report (the "Evaluation Date"); and

      (c)   presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The Company's other certifying officer and I have disclosed, based on our
      most recent evaluation, to the Company's auditors and to the audit
      committee of Company's board of directors:

      (a)   all significant deficiencies in the design or operation of internal
            controls which could adversely affect the Company's ability to
            record, process, summarize and report financial data and have
            identified for the Company's auditors any material weaknesses in
            internal controls; and

      (b)   any fraud, whether or not material, that involves management or
            other employees who have a significant role in the Company's
            internal controls; and

6.    The Company's other certifying officer and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.


Dated: November 12, 2003                By: /s/ Steven D. Rudnik
                                           -------------------------------------
                                           Steven D. Rudnik
                                           Chief Executive Officer


                                       18
<PAGE>

                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joerg H. Klaube, the Chief Financial Officer of Magnitude Information
Systems, Inc., certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Magnitude
      Information Systems, Inc. (the "Company") for the period ended September
      30, 2003;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the Company as of, and for, the periods presented in this
      quarterly report;

4.    The Company's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and we
      have:

      (a)   designed such disclosure controls and procedures to ensure that
            material information relating to the Company, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

      (b)   evaluated the effectiveness of the Company's disclosure controls and
            procedures as of a date within 90 days prior to the filing date of
            this quarterly report (the "Evaluation Date"); and

      (c)   presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The Company's other certifying officer and I have disclosed, based on our
      most recent evaluation, to the Company's auditors and to the audit
      committee of Company's board of directors:

      (a)   all significant deficiencies in the design or operation of internal
            controls which could adversely affect the Company's ability to
            record, process, summarize and report financial data and have
            identified for the Company's auditors any material weaknesses in
            internal controls; and

      (b)   any fraud, whether or not material, that involves management or
            other employees who have a significant role in the Company's
            internal controls; and

6.    The Company's other certifying officer and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.


Dated: November 12, 2003                By: /s/ Joerg H. Klaube
                                           -------------------------------------
                                           Joerg H. Klaube
                                           Chief Financial Officer


                                       19