SecProbe.io

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Mail Stop 7010

							October 13, 2005

via U.S. mail and Facsimile

Yuri Itkis
Chief Executive Officer
FortuNet, Inc.
2950 South Highland Drive, Suite C
Las Vegas, Nevada 89109

Re:	FortuNet, Inc.
	Form S-1 filed September 16, 2005
	File No. 333-128391

Dear Mr. Itkis:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
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 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.

Form S-1 filed September 16, 2005

General

1. Please file all exhibits with your next amendment, or as soon
as
possible.  Understand that we will need adequate time to review
these
materials before accelerating effectiveness.

Description of Graphics Inside the Front Cover

2. Supplementally provide us with copies of any artwork you intend
to
include in the prospectus.

Prospectus Summary, page 1

3. Clarify whether the gaming platforms you currently provide to
your
customers contain only bingo or whether the platforms contain
traditional casino games but are only available in stationary
devices.

4. Please discuss whether the gaming licenses that you currently
hold
allow you to manufacture and distribute mobile and wireless gaming
devices that conduct or control traditional casino games or
whether
you will be required to obtain additional licenses to do so.  In
this
regard, it appears that the gaming devices and platforms you
manufacture and distribute currently only provide players the
ability
to play bingo.  Make similar revisions throughout the prospectus
as
necessary.

5. Revise this section, and elsewhere as appropriate, to disclose
the
status of the regulations expected to be promulgated under the
Nevada
Mobile Gaming Law.  State, if true, that unless and until
regulations
are promulgated under this law, you will not be able to distribute
mobile or wireless gaming devices or platforms containing
traditional
casino games.

The Offering, page 2
OpenIPO, page 2

6. Please revise to provide a brief description of the OpenIPO
procedures.  For example, provide a bulleted list of the phases of
the auction process.

7. Disclose that the clearing price, and therefore the actual
offering price, could be higher or lower than the price range
estimated for the initial public offering.

Risk Factors, page 5

8. Throughout this section, you state that you "cannot assure",
"there can be no assurance", or you "cannot be sure [of]" various
facts.  The real risk, however, is not your inability to assure
the
reader or predict the outcome of various situations.  Please
revise
so that the risk is clear.

9. Many of your risk factor headings merely state a fact without
specifying the resulting risk.  Review each risk factor caption
and
revise them as necessary to clearly specify the risk.

10. Some of your risk factors are lengthy and could be revised
into
several separate risk factors.  For example, on page five under
the
risk factor heading "We are strictly regulated...", it appears
that
this risk factor could be separated into risk factors relating to
the
risks to the company, such as:
* the risk to the company if necessary approvals are not obtained,
* the risk to the company relating to continuous scrutiny by
Nevada
regulatory authorities,
* the risk of failing to maintain your licenses,
* the risk that you may not obtain regulatory approval for both
your
company and the gaming platform in certain jurisdictions, and
* the risk resulting from being subject to tribal laws and
regulations.
Review and revise your risk factors as appropriate.

The Nevada Gaming Commission may not adopt regulations..., page 6

11. Revise this risk factor to disclose whether a time frame has
been
established for the Nevada Gaming Commission to adopt regulations.
State whether the Gaming Commission has begun the process of
adopting
regulations.

Our electronic bingo product operations..., page 7

12. Revise to state the percentage of total revenues you derive
from
your contracts leasing electronic bingo products to casinos and
bingo
halls.  In addition, disclose the percentage of your contracts
that
are electronic bingo product leases.

13. Please reconcile your statements in this risk factor regarding
your revenues with your statements regarding your revenues in risk
factors on page eight and ten.  In particular, we note the
following
statements:
* "We currently derive substantially all of our revenues and cash
flow from our portfolio of contracts to lease electronic bingo
products to casinos and bingo halls."
* "Most of our revenue is currently derived through the
distribution
of our bingo products through independent distributors."
* "We currently derive substantially all of our revenues by
leasing
our wireless gaming terminals and associated equipment to our
gaming
establishment customers."
Revise your risk factors, as well as the rest of your prospectus,
to
clearly illustrate your business model and how your business
generates revenues.

If we fail to remedy certain significant deficiencies..., page 13

14. Revise this risk factor to include a cross-reference to a more
detailed discussion of the significant deficiencies found by your
auditors, including a statement as to when the deficiencies were
found, any steps you have taken or will take to remediate the
problems, and the anticipated time frame for curing the
deficiencies.

Acts of terrorism, as well as other factors affecting
discretionary
consumer spending..., page 15

15. Please revise this risk factor to clarify the specific risk to
your business.  For example, state whether the reduction in visits
to
Nevada gaming establishments seen after September 11, 2001 is
ongoing.  State whether your customers are able to discontinue
their
contracts with you upon an act of terrorism and a downturn in
consumer spending.

We operate our business in regions subject to natural
disasters...,
page 15

16. We note that you anticipate a loss of revenues and assets as a
result of the hurricanes that recently hit the Gulf Coast area.
State whether your leases allow your customers to discontinue
payments due to natural disasters.  In addition, update this risk
factor to quantify the extent of the damage to your physical
assets.
If are not yet capable of determining the extent of the damage,
state
when you anticipate knowing and whether you have insurance to
cover
any of the losses sustained.

The closing of this offering is conditioned upon our receipt...,
page
19

17. State whether you have applied to the Nevada Gaming Commission
to
become a registered company and for the necessary exemptions.
Disclose the risk involved if you do not receive an exemption from
the mandatory licensing requirement imposed upon beneficial
holders
of your voting securities.

Use of Proceeds, page 23

18. We note your statements that you intend to use the proceeds
from
this offering to execute your growth strategy and expand
inventory,
although you do not have specific plans for the use of the net
proceeds.  We also note that you may use the proceeds to acquire
businesses.  Please be advised that if a material amount of the
proceeds are to be used to acquire assets other than in the
ordinary
course of business, the assets and the costs associated with the
purchase should be described.  See Instruction 5 to Item 504 of
Regulation S-K.  If the proceeds are to be used to finance an
acquisition, you should include the information required by
Instruction 6 to Item 504 of Regulation S-K.  In addition, you may
reserve the right to change the use of proceeds; however, this
reservation must be due to contingencies that are disclosed
specifically, and the alternative uses of proceeds following these
contingencies are indicated.  See Instruction 7 to Item 504 of
Regulation S-K, and revise your disclosure accordingly.

Capitalization, page 24

19. Discuss the anticipate stock split in reasonable detail,
stating
the reasons for conducting the split.

20. Please include your notes payable in your capitalization table
to
determine your total capitalization

Management`s Discussion and Analysis, page 27
Company Overview, page 27

21. Revise this section to clarify the products or platforms you
currently sell or distribute and the products or platforms you
intend
to sell or distribute upon the promulgation of regulations by the
Nevada Gaming Commission regarding mobile and wireless gaming
systems.  Clarify your discussions throughout the prospectus.  For
example, state whether you currently sell or distribute stationary
gaming devices for playing bingo, traditional casino games, or
both,
as well as mobile or wireless devices for bingo, traditional
casino
games, or both.  Based upon your discussions in the "Business"
section on page 38, it appears that you currently offer bingo
products only and plan to introduce mobile gaming units with
traditional casino games such as keno and poker once the Gaming
Commission promulgates regulations.

22. Discuss your company and its structure in more detail.  We
note
the discussion on page 28 regarding the acquisition of the
outstanding stock of Millennium and the statement on page one that
Millennium Games is FortuNet`s wholly-owned subsidiary.  State
whether FortuNet has its own operations or whether it is a holding
company conducting business through Millennium Games.  Revise to
discuss Millennium`s business operations in greater detail.  In
this
regard, we note the discussion of the nature of the business in
footnote 1 of the financial statements as of June 30, 2005.

Results of Operations, page 30

23. With regard to changes in revenue period to period, separately
quantify the impact related to changes in your customer base
versus
the changes in your overall installed base of your systems at
customer locations.  In this regard, we note your

disclosure on page 34 which indicates that increases in your
overall
installed base increases revenues without substantially increasing
costs.

24. You indicate in your discussion of cost of revenue for the
years
ended December 31, 2004 and December 31, 2003 that a significant
increase of deployed product into the market was offset by a
significant reduction in installation and upgrade expenses.
Expand
your disclosures to quantify the amounts related to each of these
factors.  Clarify whether this increase and decrease in expenses
is
expected to continue.  Clarify why there was a significant
reduction
in installation and upgrade expenses.

25. You refer to upgrade expenses.  Clarify the nature of these
costs, including whether you are required, pursuant to your rental
agreements, to provide upgrades to your customers.  If so, address
whether these upgrades impact your revenue recognition.

Liquidity and Capital Resources, page 34

26. Your analysis of your liquidity and capital resources,
particularly your cash flow analysis, should not be recitation of
changes and other information evident to readers from your
financial
statements, but rather should provide your readers with
information
that will allow them to assess your prospects for the future.
Please
expand this section in your filing to address the items discussed
in
Section IV.  Liquidity and Capital Resources of Release No. 33-
8350
"Interpretation - Commission Guidance Regarding Management`s
Discussion and Analysis of Financial Condition and Results of
Operations."

Contractual Obligations table, page 36

27. Please include your long-term debt obligations in your
contractual obligations table.  Refer to Item 303(5) of Regulation
S-
K.

Business, page 38
The Bingo Market and the Trend Towards Electronic Bingo Platforms,
page 39

28. Tell us whether the 2005 Casino and Gaming Market Research
Handbook is publicly available or if you paid for the market
research
to be performed for your company.

Customers, page 46

29. Within this section of your Management Discussion and
Analysis,
please include the disclosure of the percentage of sales to
significant customers as you have done on page F-10.

Research and Development, page 46

30.  Disclose the estimated amount spent on research and
development
activities in each of the last three fiscal years.  See Item
101(c)(xi) of Regulation S-K.

Sales, Marketing and Distribution, page 46

31. Disclose whether you enter into contracts with your
distributors
and discuss the average length of such contracts.

Securities Regulation, page 49

32. Update this section as appropriate with regard to the status
of
your registration and exemptions applied for from the Nevada
Gaming
Commission.

Individual Licensing Requirements, page 49

33. State whether you have filed applications with the Nevada
gaming
authorities for the licensing of your officers and directors.

34. State whether licensing and suitability determinations are a
precondition to becoming an officer or director.

35. We note that the Nevada gaming authorities may disapprove of a
change in a corporate condition.  Please include a risk factor
discussing the implications to the company of any such
disapproval.

Requirements for Beneficial Securities Holders, page 50

36. It appears you are seeking an exemption from the licensing
requirements for beneficial holders.  Disclose whether this
exemption
will apply only to current beneficial owners or whether it will
apply
to future beneficial owners as well.  Clarify whether an exemption
from the licensing requirements will also have the effect of
exempting a beneficial owner from a suitability determination.

37. Revise to disclose whether you have submitted an application
for
a suitability determination of your officers.

Approval of Public Offerings and Approval of Changes in Control,
page
52

38. We note your disclosures in these sections regarding the need
to
obtain approval from the Nevada Gaming Commission prior to making
a
public offering of your securities or entering into certain
transactions resulting in a change of control.  Please revise the
risk factor section to include a risk factor regarding the
possible
risk to the company and shareholders if you are unable to obtain
such
approvals or a significant delay in obtaining approval occurs.

Fees and Taxes, page 53

39. Disclose the approximate amount of licensing fees and taxes
you
pay annually.

Management, page 56
Executive Officers, Significant Employees, and Directors, page 56

40. It appears that Messrs. Coronel and Jacques do not yet hold
the
positions stated in the table and that they will hold the
positions
upon the completion of the offering and licensing by Nevada gaming
authorities.  Please revise this section to state their job
positions
currently and update the information as appropriate.  State when
you
anticipate Messrs. Coronel and Jacques becoming licensed.

Board of Directors, page 57

41. Please update this section as you name additional directors.
We
note that at this time you have one director, Boris Itkis, but
that
you anticipate having three directors, one of which is
independent,
at the completion of this offering.  Include any consents of
persons
about to become directors that are required by Rule 438 of
Regulation
C.

Agreements with Executive Officers and Key Personnel, page 58

42. We