SecProbe.io

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                        LOTTERY & WAGERING SOLUTIONS INC.
                         2250 NW 136 Avenue - Suite 103
                            Pembroke Pines, FL 33028

                                                                  March 17, 2005

Mr. Joseph A. Foti
Senior Assistant Chief Accountant
United States Securities
         and Exchange Commission
450 Fifth Avenue, N.W.
Washington, DC 20549

         Re:      Lottery & Wagering Solutions Inc. (the "Company")
                  Form 10-KSB for 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.: 00-22191

Dear Mr. Foti:

         I write in response to your letter to me dated February 14, 2005,
setting forth various comments of the staff to the above identified reports
filed by Lottery & Wagering Solutions Inc. ("LWS") with the Securities and
Exchange Commission.

         As LWS reported in its Form 8-K filed with the Commission on February
25, 2005, and as reported by our attorney, Carl R. Hollander, Esq., by telephone
on that day to Ms. Yu, as a result of the eviction of Suriname Leisure Company
A.V.V. ("SLC"), its fifty percent owned joint venture subsidiary, from the Hotel
Plaza in Suriname, the Board of Directors of LWS resolved to terminate and wind
up all operations of LWS conducted in Suriname in an orderly fashion. As a
consequence of the Board's action and events surrounding the eviction, LWS
delayed the filing of its Report on Form 10-QSB for the quarterly period ended
December 31, 2004, principally in order to reflect the operations of SLC as
discontinued operations. Such Quarterly Report is presently being completed and
is anticipated to include revisions to reflect comments set forth in your
letter.

         LWS has the following responses to the staff's comments.

Item 3- Legal Proceedings Form 10-KSB

         As requested, LWS will provide an assessment in its future reports of
the impact of the routine litigation involving SLC in Suriname on the results of
operations, liquidity and financial position of LWS as part of the description
of its treatment of the operations of SLC as discontinued operations.

<PAGE>

Mr. Joseph A. Foti
Senior Assistant Chief Accountant
United States Securities
         and Exchange Commission
450 Fifth Avenue, N.W.
Washington, DC 20549
Page 2

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. As a result of a much less detailed tax code in Suriname as compared to the
United States and many other countries, the calculation of SLC's taxable income
is typically reviewed with and approved by the Suriname tax authorities at the
end of each calendar year when each tax report is due. Since SLC is on a June 30
fiscal year basis and must accrue for taxes at June 30th, an estimate of the
anticipated liability for the full calendar year must be made. SLC uses its best
efforts to calculate an accurate but conservative tax accrual. At the time of
preparing the June 30, 2003 Form 10-KSB, SLC still had not received a final
approval from the tax authorities with respect to its 2002 calendar year tax.
LWS estimated the tax for this period together with the tax liability for the
first six months of calendar 2003. The estimated tax accrual was adjusted once
the final reviews and approvals for calendar years 2002 and 2003 were received
from the tax authorities.

- Liquidity and Capital Resources, page 14

3. LWS will adopt the staff's recommendations. Particularly in light of the
termination of operations in Suriname, the MD&A in the forthcoming Quarterly
Report on Form 10-QSB, and in later reports will address in depth the liquidity
and capital resource issues referred to in your comment.

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

4. As requested, appropriate future filings will address the designation of an
audit committee financial expert, or will provide an explanation, if no such
expert has been appointed.

Consolidated Balance Sheets, page F-4

5. The Sakhalin Development Cost asset was recorded at $700,000, which is the
lower of cost or fair value, less cost to sell. The previous carrying cost of
the asset was $1,000,000. The fair value of the asset was determined to be
$800,000, and the cost to sell was estimated at $100,000. Consequently, as you
note in your comment numbered 7, a reserve of $300,000 was established, which
was reflected as other (expense) income on the consolidated statements of
operations. Future filings will clarify the treatment of this asset.

<PAGE>

Mr. Joseph A. Foti
Senior Assistant Chief Accountant
United States Securities
         and Exchange Commission
450 Fifth Avenue, N.W.
Washington, DC 20549
Page 3

6. As requested, LWS will provide supplemental information in its notes to its
future financial statements. Dividends payable, minority interest represents the
amount of distributable cash flow generated by SLC that has been paid out to
LWS. As LWS is a 50% joint venture partner in SLC, each time a distribution of
cash flow is paid out to LWS, a like amount is recorded as payable to the 50%
joint venture partner, Parbhoe Handelmij NV ("Parbhoe"). These amounts are not
paid by SLC to Parbhoe in compliance with court orders which require SLC to
withhold such payments pending the resolution of certain third party claims
against Parbhoe. These dividends payable do not represent dividends payable by
LWS to its stockholders, and therefore are not disclosed on the face of the LWS
financial statements.

Consolidated Statements of Operations

7. The requested revision will be made in future filings when showing
comparative periods.

Consolidated Statements of Stockholders' Equity, page F-6

8. LWS will revise its presentation in future filings to conform to the staff's
comment.

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

9. The accounting policy disclosure in future filings will be expanded to more
fully explain the methodology used in evaluating cost method investments.

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

10. A significant portion of the Company's fixed assets with 5-year lives became
fully depreciated during fiscal year ended June 30, 2004, and therefore the
depreciation expense during such year was substantially lower than in prior
years. LWS will address this in future filings to the extent it represents
material differences in the comparative periods.

Form 8-K Filed on January 6, 2005

11. As noted above, the impact of the eviction and the determination to cease
all operations in Suriname as reported in the most recent Form 8-K filed
February 25, 2005, will be detailed in the forthcoming Quarterly Report on Form
10-QSB, and as appropriate, in all future filings.

         In accordance with your request, LWS acknowledges that:

          o    LWS is responsible for the adequacy and accuracy of the
               disclosure in the filings;

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

<PAGE>

Mr. Joseph A. Foti
Senior Assistant Chief Accountant
United States Securities
         and Exchange Commission
450 Fifth Avenue, N.W.
Washington, DC 20549
Page 4

          o    LWS 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.

         If I can provide any further information, please contact the
undersigned at (954) 885-0560, or our attorney, Carl R. Hollander, Esq. at (212)
753-7640.

                                            Very truly yours,

                                            LOTTERY & WAGERING SOLUTIONS INC.

                                        By: /s/ Miles R. Greenberg
                                            -----------------------------------
                                            Miles R. Greenberg
                                            Chief Financial Officer
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