SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

								February 14, 2005
Mail Stop 0305

Via U.S. Mail and Facsimile

Miles R. Greenberg
Chief Financial Officer
Lottery & Wagering Solutions Inc.
2250 NW 136 Avenue
Suite 103
Pembroke Pines, FL 33028

RE:	Lottery & Wagering Solutions Inc. (the "Company")
	Form 10-KSB for the fiscal year ended June 30, 2004
	Form 10-QSB for the quarterly period ended September 30, 2004
	Form 8-K filed on January 6, 2005
	File No. 000-22191

Dear Mr. Greenberg:

Based upon an examination restricted solely to considerations of
the
Financial Statements, Management`s Discussion and Analysis, and
Selected Financial Data, the staff has the following comments on
the
above-referenced documents.  We think you should revise all future
filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comments are inapplicable
or
a revision is unnecessary.  Please be as detailed as necessary in
your response.  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 filing.  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.

Please respond to confirm that such comments will be complied
with,
or, if certain of the comments are deemed inappropriate by the
Company, advise the staff of the reason thereof.

Pursuant to Rule 101(a)(3) of Regulation S-T, your response should
be
submitted in electronic form, under the label "corresp" with a
copy
to the staff.  Please respond within ten (10) business days.
Form 10-KSB for the year ended June 30, 2004

Item 3 - Legal Proceedings, page 8

1. Please revise your discussion of your other routine litigation
involving SLC which are pending in Surname to provide an
assessment
regarding their potential impact on your financial statements
taken
as a whole. Your revised discussion should indicate their
potential
impact on your results of operations and liquidity in addition to
their possible impact on your financial position.

Item 6 - Management`s Discussion and Analysis

- Results of operations for the year ended June 30, 2004 as
compared
with the year ended June 30, 2003 , page 11

- Foreign Income Taxes

2. Please tell us in detail the nature of the $104,000 over
accrual
of income tax and whether this amount was material to either of
your
consolidated financial statements for the fiscal ended June 30,
2004
and 2003.  If so, tell us why you believe this was not an error
for
which an amended Form 10-KSB would be required to be filed.  If
the
overstatement of income tax expense in fiscal 2003 and subsequent
reversal in fiscal 2004 were not material to the consolidated
financial statements for fiscal 2003 and/or fiscal 2004, please
revise future filings to specifically state so in the MD&A and
within
your notes to the consolidated financial statements.

- Liquidity and Capital Resources, page 14

3. Reference is made to the last sentence in the penultimate
paragraph.  Please expand your discussion to include the sources
of
capital the Company believes it has available to meet both its
short
and long-term needs in the future.  You revised disclosure should
also discuss any material commitments for capital or other
expenditures that will have material impact on liquidity.   Merely
stating that you have adequate resources to meet your short-term
cash
requirements is insufficient unless no additional more detailed or
nuanced information is material.  In particular, such a statement
would be insufficient if there are any known trends or
uncertainties
related to cash flow, capital resources, capital requirements, or
liquidity.  Please revise future filings accordingly.  Refer to
section IV of FR-72.

Item 9 - Directors and Executive Officers of the Registrant
- Audit Committee, page 19

4. Pursuant to Item 401(e)(1)(iii) of Regulation S-B, you are
required to explain why you do not have an audit committee
financial
expert.  Accordingly, please revise future filings to include the
reason(s) why you do not have an audit committee financial expert.

Consolidated Balance Sheets, page F-4

5. Reference is made to the Sakhalin Development Cost asset on
your
consolidated balance sheet.   It appears from the disclosure in
note
3 concerning the current negotiations to sell the remaining
property
that classification of this asset as "held for sale" on your
consolidated balance sheet may be appropriate under the guidance
in
paragraph 30 of SFAS 144.    If the asset is classified as "held
for
sale" then the asset should be measured at the lower of its
carrying
value or fair value less cost to sell in accordance with paragraph
34
of SFAS 144.    In this regard, an assessment of fair value less
cost
would be required at each balance sheet.    Please advise and
revise
as applicable.

6. You present dividends payable, minority interest under current
liabilities on the face of the consolidated balance sheets;
however,
little if any information has been provided in the notes to the
financial statements regarding these amounts.  Please
supplementally
explain in detail and disclose in your notes the nature of the
dividends payable, minority interest of $1,690,492 and $753,173 as
of
June 30, 2004 and 2003, respectively.  Specifically disclose when
the
dividends were declared and are going to be paid.  State the
amount
per share and in the aggregate for each class of shares on the
face
of your consolidated statements of stockholders` equity.

Consolidated Statements of Operations

7. We note that you present the reserve for impairment of Sakhalin
Development costs of $300,000 as other (expense) income on the
face
on the consolidated statements of operations.  Pursuant to
paragraph
25 of SFAS No. 144, an impairment loss recognized for a long-lived
asset to be held and used shall be included in income from
continuing
operations before income taxes in the income statement.
Accordingly,
please revise your classification of the impairment of Sakhalin
Development costs to be included as part of continuing operations
rather than other (expense) income.

Consolidated Statements of Stockholders` Equity, page F-6

8. We note that you repurchased shares of common stock from
various
parties during fiscal 2004 and 2003.  To the extent these shares
are
not repurchased for constructive retirement (i.e. no treasury
stock
account), we would expect these shares to be accounted for as
treasury stock under  the cost method.  If the shares were
repurchased for constructive retirement, then we would expect the
repurchase amount in excess of par to be charged against retained
earnings on the face of your consolidated statement of equity.  In
either situation, no portion of the repurchase would be accounted
for
as additional paid in capital (presuming the original sales price
and
issuance of the common stock was at an amount greater than par
value).  In this regard, explain why you believe your treatment is
appropriate and tell us the accounting guidance you relied upon.
Alternatively, you may revise your presentation accordingly.

Note 1 - Summary of Significant Accounting Policies, page F-12

9. Please expand your accounting policy disclosures to explain how
you evaluate your cost method investments (i.e. Investment in PLC)
for other than temporary declines in value.

Consolidated Statements of Cash Flows, page F-9
Note 5 - Property, Equipment and Leasehold Improvements, page F-18

10. We note the approximate $300,000 decrease in depreciation and
amortization expense in fiscal 2004 from the approximate $750,000
expense in prior fiscal years.   It is unclear to us why the
amount
of expense significantly decreased when the gross asset balance
has
increased through additions (with no sales) in the last two fiscal
years.   You should expand your MD&A to discuss the reason and
amounts for this significant change in expense that materially
impacted your results of operations.   Furthermore, if their was
any
change in estimated useful lives for these assets, the notes to
the
consolidated financial statements should provide reasons that
justify
the change in estimate as well as disclosure on the quantified
effect
of a change required by paragraph 33 of APBO 20.    Please revise
accordingly.

Form 8-K filed on January 6, 2005

11. In light of the recent events described in your Form 8-K,
please
quantify and disclose in future filings the impact of the eviction
from the Hotel Plaza in Suriname from which the majority of your
casino operations were conducted, to future operations and your
consolidated financial statements as a whole.  Your added
disclosures
should address any potential loss in revenue and impairment of
leasehold improvements and other related assets taken out of
service
which were directly attributed to the eviction from the Plaza
Hotel
in Suriname.  We would expect the impact of events to be discussed
at
length in your MD&A, and liquidity and capital resource sections
of
the document and elsewhere as appropriate.

Other

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.

* * * * *

You may contact Jean Yu at (202) 824-5421 or Joe Foti, Senior
Assistant Chief Accountant, at (202) 942-1952 if you have
questions
regarding comments on the financial statements and related
matters.

								Sincerely,

								Joseph A. Foti
								Senior Assistant Chief
Accountant
??

??

??

??

Miles R. Greenberg
Lottery & Wagering Solutions
February 14, 2005
Page 1

</TEXT>
</DOCUMENT>