SUIGSUI Group

Please expand your disclosure to describe your plan of operations for the next twelve months by describing the source of capital for your acquisition of SUI, including disclosure related when you intend to purchase SUI with the proceeds from the PIPE Offering, so that investors understand your plans to increase your holdings of SUI and your plans to continue your short term lending business line.

Rest of the question

In addition, please revise to describe the plans that you have related to diversifying your product offerings, including a description of such product offerings, a timeline of the development of such products, the estimated costs of developing these products, the sources of capital and any challenges you may experience related to the development of these products. In this regard, we note your Strategic Advisor Agreement with Karatage related to the development of such products.

The disclosure on pages

4 and 19 has been revised in response to the Staff’s comments. Read in the reply ↗

Please disclose whether you currently use or have plans to use SUI as collateral for loans. To the extent that you have collateralized your holdings of SUI, please disclose the percentage of SUI that is currently used as collateral. In addition, please disclose as to whether you stake or intend to stake SUI.

Rest of the question

To the extent that you do, please revise to provide a materially complete description of your staking policy and your staking program, including disclosure regarding the percentage of SUI you stake or intend to stake. Please revise to describe whether you intend to generate income with your SUI holdings, and, if so, please describe your policies and procedures related to doing so. In this regard, we note that you have signed an Asset Management Agreement with Galaxy Digital Capital Management LP to manage the first $750 million of your SUI and at least 50% of your SUI in excess of $750 million. We also note that SUI purchased pursuant to your Digital Asset Purchase and Sale Agreement with the Foundation Investor will be subject to transfer restrictions for a period of two years following the purchase. Please revise to disclose the percentage of your SUI holdings that are subject to the two year transfer restrictions and how these restrictions will impact your ability to use and monetize your SUI holdings, and add risk factor disclosure as appropriate.

The disclosure on page

19 has been revised in response to the Staff’s comments. Read in the reply ↗

Please expand your disclosure to describe the policies and procedures you have in place or intend to adopt that govern when you exchange cash for SUI and when you monetize your SUI, and disclose whether you have policies or will establish policies governing the percentage of your treasury holdings that will be SUI. Also disclose the percentage of your treasury that is currently invested in SUI.

Rest of the question

In addition, please disclose whether you intend to hedge your SUI exposure, and, if so, please describe your hedging strategy.

The disclosure on page

20 has been revised in response to the Staff’s comments. Read in the reply ↗

Please describe the anti-money laundering (AML), know-your-customer (KML) and other procedures you conduct or plan to conduct to mitigate transaction risk, including whether a transaction counterparty is subject to sanctions and is otherwise in compliance with applicable laws and regulations.

The disclosure on page

12 has been revised in response to the Staff’s comments. Read in the reply ↗

Please revise to disclose your policies related to air drops, incidental rights and hard forks, and add risk factors related to such policies as necessary.

The disclosure on page Read in the reply ↗

Please revise to identify the custodians that custody your SUI holdings, describe the material terms of your agreements with the custodians, including the term, termination provisions, whether your assets are held in segregated accounts, the identity of entities that have access to the SUI, whether any entity is responsible for verifying the existence of the SUI and the insurance coverage of your SUI holdings that

Rest of the question

the custodians provide. Also, revise your disclosure to address where your third-party custodians are chartered and how they are regulated, and include the agreements with your third-party custodians as exhibits to your registration statement.

The disclosure on pages 19 and 21-22 has been revised in response to the Staff’s comments. The Custodial Services Agreement with BitGo is filed as Exhibit 10.22 to Amendment No. 1. Read in the reply ↗

Please revise to disclose whether you have any agreements with counterparties related to purchase and sales of SUI, and, if so, please identify the counterparties and disclose the material terms of your agreements with your counterparties.

Rest of the question

Please add a section to your registration statement that includes a materially complete description of SUI and the SUI blockchain, including, for example, a description of the lifecycle of SUI, the use case of SUI, including its purpose, use and/or functions, 8. the marketcap of SUI, the circulating supply of SUI, the maximum supply of SUI, a description of the vesting schedule of SUI, the average volume of SUI and the launch date of SUI and the SUI blockchain and the role of the Sui Foundation in the governance of SUI. In addition, please include risk factor disclosure addressing the characteristics of SUI related to liquidity, including how fiat currency may be exchanged for SUI and how SUI may be exchanged for fiat currency. Prospectus Summary, page 1 9. We note your disclosure on page 1 that you have an official relationship with the Sui Foundation. Please revise to describe your relationship with the Sui Foundation and clarify what you mean by your disclosure on page 4 that your position as a public company "with an official Sui Foundation relationship proves us institutional-grade exposure to the SUI blockchain." In addition, please revise to describe the material terms of the Digital Asset Purchase and Sale Agreement with the Foundation Investor so that investors understand the amount of SUI you have agreed to purchase pursuant to the agreement. Risk Factors, page 7 10. Please add additional risk factors that further address potential impacts to the price of SUI such as competition from other crypto assets and the lack of adoption of SUI. Risks Related to This Offering and Ownership of Our Common Stock Our financial results and the market price of our Common Stock may be affected by the prices of SUI, page 7 11. Please expand this risk factor to provide quantitative information that demonstrates the volatility of SUI or provide a cross-reference to where you address the volatility of SUI. In addition, you state that SUI is relatively novel. Please revise to disclose the date that SUI was publicly launched. Our SUI holdings are less liquid than our existing cash and cash equivalents, page 9 12. We note your disclosure regarding the "susceptibility to market abuse and manipulation," internal control failures at exchanges, risks related to custodians and trade execution partners, risks related to the inability to enter into term loans or other capital raising transactions collateralized by your SUI. Please revise to expand your risk factors section to include separately captioned risk factors that address each of the risks listed in this risk factor. In addition, please address the risks of attacks due to the level of concentration of SUI ownership such as the possibility of a SUI owner obtaining control over the SUI network, the risks of hard forks, front-running and wash-trading, the risks related to the bankruptcy or insolvency of your custodian, the risk that your anti-money laundering (AML), know-your-customer (KML) and other due diligence procedures you conduct may fail to prevent transactions with a sanctioned entity and the impact if such a transaction occurs. For each of your risk factors, please use specific examples to demonstrate the risks described in each. Exhibits and Financial Statement Schedules, page 42 13. We note that you marked Exhibit 10.6 as having portions omitted in compliance with Regulation S-K Item 601(b)(10)(ix). Please revise to include a prominent statement on the first page of the redacted exhibit that certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.

The disclosure on pages

4-5 and 21 has been revised in response to the Staff’s comments. Read in the reply ↗

Please disclose whether you currently use or have plans to use SUI as collateral for loans. To the extent that you have collateralized your holdings of SUI, please disclose the percentage of SUI that is currently used as collateral. In addition, please disclose as to whether you stake or intend to stake SUI.

Rest of the question

To the extent that you do, please revise to provide a materially complete description of your staking policy and your staking program, including disclosure regarding the percentage of SUI you stake or intend to stake. Please revise to describe whether you intend to generate income with your SUI holdings, and, if so, please describe your policies and procedures related to doing so. In this regard, we note that you have signed an Asset Management Agreement with Galaxy Digital Capital Management LP to manage the first $750 million of your SUI and at least 50% of your SUI in excess of $750 million. We also note that SUI purchased pursuant to your Digital Asset Purchase and Sale Agreement with the Foundation Investor will be subject to transfer restrictions for a period of two years following the purchase. Please revise to disclose the percentage of your SUI holdings that are subject to the two year transfer restrictions and how these restrictions will impact your ability to use and monetize your SUI holdings, and add risk factor disclosure as appropriate.

The disclosure on page

31 has been revised in response to the Staff’s comments. Read in the reply ↗

Please expand your disclosure to describe the policies and procedures you have in place or intend to adopt that govern when you exchange cash for SUI and when you monetize your SUI, and disclose whether you have policies or will establish policies governing the percentage of your treasury holdings that will be SUI. Also disclose the percentage of your treasury that is currently invested in SUI.

Rest of the question

In addition, please disclose whether you intend to hedge your SUI exposure, and, if so, please describe your hedging strategy.

The disclosure on page

32 has been revised in response to the Staff’s comments. Read in the reply ↗

Please describe the anti-money laundering (AML), know-your-customer (KML) and other procedures you conduct or plan to conduct to mitigate transaction risk, including whether a transaction counterparty is subject to sanctions and is otherwise in compliance with applicable laws and regulations.

The disclosure on page

15 has been revised in response to the Staff’s comments. Read in the reply ↗

Please revise to disclose your policies related to air drops, incidental rights and hard forks, and add risk factors related to such policies as necessary.

The disclosure on page

20 has been revised in response to the Staff’s comments. Read in the reply ↗

Please revise to identify the custodians that custody your SUI holdings, describe the material terms of your agreements with the custodians, including the term, termination provisions, whether your assets are held in segregated accounts, the identity of entities that have access to the SUI, whether any entity is responsible for verifying the existence of the SUI and the insurance coverage of your SUI holdings that

Rest of the question

the custodians provide. Also, revise your disclosure to address where your third-party custodians are chartered and how they are regulated, and include the agreements with your third-party custodians as exhibits to your registration statement.

The disclosure on pages 32 and 33-34 has been revised in response to the Staff’s comments. The Custodial Services Agreement with BitGo is filed as Exhibit 10.22 to Amendment No. 1. Read in the reply ↗

Please revise to disclose whether you have any agreements with counterparties related to purchase and sales of SUI, and, if so, please identify the counterparties and disclose the material terms of your agreements with your counterparties.

The disclosure on pages

4-5 and 33 has been revised in response to the Staff’s comments. Read in the reply ↗

Please add a section to your registration statement that includes a materially complete description of SUI and the SUI blockchain, including, for example, a description of the lifecycle of SUI, the use case of SUI, including its purpose, use and/or functions, the marketcap of SUI, the circulating supply of SUI, the maximum supply of SUI, a description of the vesting schedule of SUI, the average volume of SUI and the

Rest of the question

launch date of SUI and the SUI blockchain and the role of the Sui Foundation in the governance of SUI. In addition, please include risk factor disclosure addressing the characteristics of SUI related to liquidity, including how fiat currency may be exchanged for SUI and how SUI may be exchanged for fiat currency.

The disclosure on pages 31-42 has been revised in response to the Staff’s comments. Read in the reply ↗

We note your disclosure on page 3 that you have a relationship with the Sui Foundation and acquire SUI through market purchases and from the Sui Foundation. Please revise to describe your relationship with the Sui Foundation and clarify what you mean by your disclosure on page 5 that your position as a public company "with an official Sui Foundation relationship proves us institutional-grade exposure to the SUI

Rest of the question

blockchain." In addition, please revise to describe the material terms of the Digital Asset Purchase and Sale Agreement with the Foundation Investor so that investors understand the amount of SUI you have agreed to purchase pursuant to the agreement.

The disclosure on pages 1, 4, 31, and 39 has been revised in response to the Staff’s comments. Read in the reply ↗

Please expand this risk factor to provide quantitative information that demonstrates the volatility of SUI or provide a cross-reference to where you address the volatility of SUI. In addition, you state that SUI is relatively novel. Please revise to disclose the date that SUI was publicly launched.

The disclosure on pages

11 and 12-13 has been revised in response to the Staff’s comments. Read in the reply ↗

We note your disclosure regarding the "susceptibility to market abuse and manipulation," internal control failures at exchanges, risks related to custodians and trade execution partners, and risks related to the inability to enter into term loans or other capital raising transactions collateralized by your SUI.

Rest of the question

Please revise to expand your risk factors section to include separately captioned risk factors that address each of the risks listed in this risk factor. In addition, please address the risks of attacks due to the level of concentration of SUI ownership such as the possibility of a SUI owner obtaining control over the SUI network, the risks of hard forks, front-running and wash-trading, the risks related to the bankruptcy or insolvency of your custodian, the risk that your anti-money laundering (AML), know-your-customer (KML) and other due diligence procedures you conduct may fail to prevent transactions with a sanctioned entity and the impact if such a transaction occurs. For each of your risk factors, please use specific examples to demonstrate the risks described in each.

The disclosure on pages

14-17 has been revised in response to the Staff’s comments. Read in the reply ↗

We note that you marked Exhibit 10.6 as having portions omitted in compliance with Regulation S-K Item 601(b)(10)(ix). Please revise to include a prominent statement on the first page of the redacted exhibit that certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.

Exhibit 10.6 has been refiled with the inclusion of the prominent statement on the first page of the redacted exhibit that certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential. Read in the reply ↗

Refer to your response to prior comment 2. Please disclose whether you have received the Sui Foundation's approval to stake the SUI purchased pursuant to the Digital Asset Purchase and Sale Agreement, and, to the extent that you have begun to stake SUI, please disclose the percentage of your SUI holdings that are currently staked. Please also disclose the percentage you plan to stake going forward.

Rest of the question

In addition, please disclose the identities of your Staking Service Providers, disclose the material terms of your agreements with the Staking Service Providers, and include the agreements as exhibits to your registration statement if required by Item 601 of Regulation S-K. In addition, with a view towards revised disclosure, please tell us how you estimate that you will earn approximately 2.2% of the amount of staked SUI per year if "[t]he amount of SUI [you] receive as reward for [your] staking activity can vary significantly." Also disclose the unbonding period of your staked SUI and address the risks of liquidity if 81% of your treasury holdings are invested in SUI and 100% of your SUI holdings are staked.

The disclosure on pages

13 and 19 of the Amendment has been revised in response to the Staff’s comments. As disclosed in the Amendment, the Company’s only staking service provider is Galaxy Digital Capital Management LP. The Company’s Asset Management Agreement, dated July 27,

2025, was previously filed with the Registration Statement as Exhibit 10.5.

The SUI, SUI Markets and Regulation of SUI, Read in the reply ↗

We note your revised disclosure in response to prior comment 8. Please revise to disclose the current unlocked supply of SUI and the schedule related to unlocking the remaining supply. In addition, please revise to disclose the range of gas fees required for transfers on the SUI network.

The disclosure on page

25 of the Amendment has been revised in response to the Staff’s comments. Read in the reply ↗

We note your revised disclosure on pages 4 and 33 in response to prior comment 9. Please expand your description of the Digital Asset Purchase and Sale Agreement to disclose the amount of SUI you agreed to purchase from the Sui Foundation, a definition of the Closing Date, the term of the agreement, the termination provisions of the agreement and a description of the preemptive rights to purchase additional SUI

Rest of the question

tokens for a two year period after the Closing Date. The SUI Strategy, page 31 Refer to your response to prior comment 2. Please disclose whether you have received the Sui Foundation's approval to stake the SUI purchased pursuant to the Digital Asset 2. Purchase and Sale Agreement, and, to the extent that you have begun to stake SUI, please disclose the percentage of your SUI holdings that are currently staked. Please also disclose the percentage you plan to stake going forward. In addition, please disclose the identities of your Staking Service Providers, disclose the material terms of your agreements with the Staking Service Providers, and include the agreements as exhibits to your registration statement if required by Item 601 of Regulation S-K. In addition, with a view towards revised disclosure, please tell us how you estimate that you will earn approximately 2.2% of the amount of staked SUI per year if "[t]he amount of SUI [you] receive as reward for [your] staking activity can vary significantly." Also disclose the unbonding period of your staked SUI and address the risks of liquidity if 81% of your treasury holdings are invested in SUI and 100% of your SUI holdings are staked. SUI, SUI Markets and Regulation of SUI, page 34 3. We note your revised disclosure in response to prior comment 8. Please revise to disclose the current unlocked supply of SUI and the schedule related to unlocking the remaining supply. In addition, please revise to disclose the range of gas fees required for transfers on the SUI network.

The disclosure on pages

4 and 33 of the Amendment has been revised in response to the Staff’s comments. Read in the reply ↗

Please revise the cover page to clearly reflect that you are seeking to register the offering of Representative's Warrants (including the underlying common shares), in addition to the public offering of your common stock. Refer to Item 501(b)(2) of Regulation S-K.

We respectfully advise the Staff that we have revised the cover page to clearly reflect that we are seeking to register the offering of the Representative's

Warrants (including the underlying common shares), in addition to the public offering of our common stock. Read in the reply ↗

We note your disclosure in the last paragraph on page 25 that your disclosure "should be read in conjunction with [y]our Annual Report on Form 10-K for the year ended December 31, 2021, as well as [y]our reports on Forms 10-Q and 8-K and other publicly available information." Please clarify whether this statement is seeking to incorporate disclosure into this prospectus by reference.

Rest of the question

If you are incorporating disclosure by reference, please provide us your analysis supporting your conclusion that you are eligible to do so and revise to do so clearly. We may have further comments based upon your response and revisions.

In response to the

Staff’s comment, we respectfully advise the Staff that the statement is not intended to incorporate disclosure by reference. We have revised the disclosure accordingly. Read in the reply ↗

Please tell us how you determined that your director, Lyle A. Berman, qualifies as "independent" in accordance with Nasdaq listing rules. In this regard we note your disclosure on page 27, Liquidity and Capital Resources, that you entered into a Loan and Security Agreement with Mr. Berman, as trustee of the Lyle A.

Rest of the question

Berman Revocable Trust, providing you with a $5 million revolving line of credit and that such agreement, together with your cash, comprises your sources of liquidity.

In response to the

Staff’s comment, we respectfully advise the Staff, pursuant to the independence requirements in accordance with Nasdaq listing rules, that Mr. Berman qualifies as “independent”.

First, pursuant to Nasdaq Rule 5605(a)(2), a director who accepted […] any compensation from the Company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence shall not be considered independent. According to the recently filed registration statement, Mr.

Rest of the answer

Berman received $40,000 in connection with his service as a director. Therefore, the director compensation received by Mr. Berman does not meet the threshold.

Second, the terms of the Loan and Security

Agreement were made on terms generally available to the public. While the note to Rule 5605(a)(2) states that “Non-preferential payments made in the ordinary course of providing business services

(such as payments of interest or proceeds related to banking services or loans by a Company that is a financial institution or payment of claims on a policy by a Company that is an insurance company), payments arising solely from investments in the Company's securities and loans permitted under Section 13(k) of the Act will not preclude a finding of director independence as long as the payments are non-compensatory in nature. Depending on the circumstances, a loan or payment could be compensatory if, for example, it is not on terms generally available to the public.” The Loan and Security Agreement provided the Company with a $5 million revolving line of credit to use in the ordinary course of its short-term specialty finance business. Amounts drawn under the Loan Agreement will accrue interest at the per annum rate of 8%, and all the Company’s obligations under the Loan Agreement are secured by a grant of a collateral security interest in substantially all of the Company’s assets. As the terms of this Loan Agreement are not extraordinary but rather customary, we believe the loan payments are non-compensatory in nature.

In conclusion, we believe Mr. Berman qualifies as “indepenent” in accordance with Nasdaq listing rules.

Read in the reply ↗

We note your disclosure that your summary compensation table provides disclosure for your Principal Executive Officer, Principal Financial Officer and your three most highly compensated executive officers other than the Principal Executive Officer during fiscal years 2020 and 2019.

Rest of the question

Please reconcile such disclosure with your summary compensation table, which provides disclosure for two individuals during fiscal years 2021 and 2020. Refer to Item 402 of Regulation S-K for guidance.

We respectfully advise the Staff that we have revised the disclosure accordingly. Read in the reply ↗

Please expand your disclosure related to the loans you have with related parties to disclose, for each, the largest aggregate amount of principal outstanding during the period for which disclosure is provided, the amount thereof outstanding as of the latest practicable date, the amount of principal paid during the periods for which disclosure is provided and the amount of interest paid during the period for which

Rest of the question

disclosure is provided. Refer to Item 404(a) of Regulation S-K for guidance.

We respectfully advise Read in the reply ↗

The fee table is substantially blank. We may have comments regarding such information upon its inclusion in an amendment to this registration statement.

We respectfully advise the Staff that we have revised the fee table to reflect the public offering of the Company of up to $10,000,000. Read in the reply ↗

Please have your principal accounting officer or controller sign the registration statement. To the extent that any person is signing in more than one capacity, indicate each capacity in which such person is signing. Refer to Instructions 1 and 2 to Signatures on Form S-1. General

We respectfully advise the Staff our principal accounting officer has signed the revised registration statement. Read in the reply ↗

We note your disclosure in the second risk factor on page 16 that five shareholders own shares representing approximately 63.42% of your issued and outstanding common stock. Please advise as to whether you anticipate being a “controlled company,” as defined by NASDAQ rules, upon the completion of this offering, and provide appropriate disclosure on the prospectus cover page, prospectus summary and risk factors to

Rest of the question

the extent appropriate. If applicable, please also clarify whether you will avail yourself of the Nasdaq controlled company exemption for the exchange’s corporate governance rules. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

In response to the

Staff’s comment, we respectfully advise the Staff that we have revised our prospectus cover page to disclose the that we may be deemed to be a “controlled company” as defined by NASDAQ rules. We respectfully advise the Staff that we will not avail ourselves of the NASDAQ controlled company exemption. Read in the reply ↗

We note that you are an investment company following accounting and reporting guidance in ASC 946. We also note that you have changed your business structure and have focused your business on the provision of short-term specialty financing to small businesses, small-cap public companies, and high-net-worth individuals.

Rest of the question

Please provide us with your accounting analysis explaining how you concluded that ASC 946 remains applicable after withdrawal of your business development company election and the change to your business focus. Refer to ASC 946-10-25-1 & 2.

Mill City Ventures III, Ltd. (the “Company”) changed from a business development company for certain legal reasons. The Company’s actual business did not have a significant strategic shift as it still held investments at the change date and makes further investments, primarily in short-term high-yield financing, in various entities.

Rest of the answer

Annually, we analyze if investment company reporting guidance is appropriate.

In following the appropriate guidance, ASC 946-10-25-1 notes that an entity shall reassess whether it meets (or does not meet) the assessment of investment company status in paragraphs 946-10-15-4 through 15-9 only if there is a subsequent change in the purpose and design of the entity or if the entity is no longer regulated under the Investment Company Act of 1940. If an entity is no longer an investment company under this Topic as a result of the reassessment of status shall discontinue applying the guidance in this Topic and shall account for the change in its status prospectively by accounting for its investments in accordance with other Topics as of the date of the change in status.

To be an investment company, an entity must possess the fundamental characteristics of 946-10-15-6 and will typically also have all of the characteristics from 946-10-15-7. However, the absence of one or more characteristics does not necessarily exclude an entity from being an investment company.

The assessment of investment company status is determined by the following fundamental characteristics (ASC 946-10-15-6):

· It is an entity that does both of the following:

o Obtains funds from one or more investors and provides the investor(s) with investment management services.

o Commits to its investor(s) that its business purpose and only substantive activities are investing the funds solely for returns from capital appreciation, investment income, or both.

· The entity or its affiliates do not obtain or have the objective of obtaining returns or benefits from an investee or its affiliates that are not normally attributable to ownership interests or that are other than capital appreciation or investment income.

Response to ASC 946-10-15-6:

The Company obtained funds from multiple investors and provide the investors with investment management services through our investment portfolio. Our strategic direction notes that the short-term nature of our investments, and our ability to manage the due-diligence process swiftly and efficiently, our finance solutions typically involve high rates of interest and premiums as our purpose is to invest funds solely for returns from capital appreciation and investment income. Additionally, the Company does not obtain or have the objective of obtaining returns or benefits form an investee or affiliates that are not normally attributable to ownership interests or that are other than capital appreciation or investment income.

Therefore, the Company meets both the fundamental criteria under investment company status and therefore would present the financial statement under the relevant guidance of ASC 946.

An investment company also has the following typical characteristics

(ASC 946-10-15-7):

· It has more than one investment.

· It has more than one investor.

· It has investors that are not related parties of the parent (if there is a parent) or the investment manager.

· It has ownership interests in the form of equity or partnership interests.

· It manages substantially all of its investments on a fair value basis.

Response to ASC 946-10-15-7:

The Company meets all of the criteria noted above as it has multiple investments and investors, most of those investors are not related parties of the entity, has ownership interests in the form of equity and short-term financing and manages substantially all of its investments on a fair value reporting basis.

Conclusion:

Based on the analysis set forth in sections ASC 946-15-6 and 7, the Company meets the criteria to follow investment company accounting and reporting guidance under ASC 946 and believes this is the preferred method of reporting.

Read in the reply ↗

We did not see Inline XBRL provided in connection with this filing. Please advise or revise as necessary.

The inline XBRL financials were inadvertently omitted in the filing. We have worked with our financial printer to prepare an amendment to the 10-Q filing containing the required XBRL files, and that file is now ready for submission to the Commission via EDGAR. Nevertheless, we have been unable to submit the filing at this time due to technical issues relating to the EDGAR filing system and the Commission number under which our filings have been submitted since the Company’s withdrawal of its BDC election.

Rest of the answer

As of the date of this letter, we have corresponded with our examiner to inform her of these issues and we are taking steps to find a prompt resolution, after which we will file the amendment containing the required inline

XBRL financials.

Read in the reply ↗

We note your independent accountants, Virchow, Krause & Company, LLP, (“Virchow”) do not appear to be registered with the Public Company Accounting Oversight Board (“PCAOB”) nor does it appear Virchow has applied for registration with the PCAOB. Section 102 of the Sarbanes-Oxley Act of 2002 makes it unlawful after October 22, 2003 for any person that is not a registered public accounting firm (i.e.

Rest of the question

registered with the PCAOB) to prepare or issue, or to participate in the preparation or issuance of, any audit report (or review report) with respect to any issuer. You must engage a new accountant that is a publicly registered accounting firm to perform review or audit work for the company.

Our independent accountants, Baker Tilly Virchow Krause, LLP (formerly known as

Virchow, Krause & Company, LLP at the time of the filing of the Form 10-K for Poker Magic, Inc.) is registered with the PCAOB. The firm changed their name effective June 1, 2009 with the name listing on the PCAOB website for registered firms updated on June 25, 2009.

Rest of the answer

The PCAOB’s recognition of the name change can be found on the PCAOB website under “Name Changes of

Registered Public Accounting Firms” which shows the “Current Name” as Baker

Tilly Virchow Krause, LLP with the corresponding “Previous Name” of Virchow,

Krause & Company, LLP. The firm’s inspection report, issued June

14, 2007, from the 2006 PCAOB inspection, is also available on the PCAOB website.

Read in the reply ↗

To the extent Virchow is registered with the PCAOB (or registered under a different name), please advise and have them provide us with supporting documentation as to their registration with the PCAOB. To the extent Virchow is not registered with the PCAOB or were not registered at the time you filed your December 31, 2008 Annual Report on Form 10-K and March 31, 2009 and June 30, 2009 Quarterly Reports on Form 10-Q,

Rest of the question

such financial statements are not acceptable in filings with us and are considered to be materially deficient. The financial statements in these filings will need to be re-audited (with respect to the Form 10-K) and re-reviewed (with respect to the Forms 10-Q) by a PCAOBregistered independent public accounting firm and re-filed in amendments to the 30, 2009 Quarterly Reports on Form 10-Q. Please advise and file the requested amendments as soon as practicable. We may have further comment after review of your response.

Please see the Company’s response to Comment 1. Read in the reply ↗

Please file an Item 4.01 Form 8-K after you have engaged new accountants that are registered with the PCAOB. Provide all of the disclosures required by Item 304(a)(1) of Regulation S-K regarding the period of engagement of Virchow, Krause & Company, LLP which should include an Exhibit 16 letter from Virchow, Krause & Company, LLP.

Please Read in the reply ↗

Also, if and when you engage new accountants, please report the engagement in an Item 4.01 Form 8-K and comply with the requirements of Regulation S-K Item 304(a)(2). In making any disclosures about consultations with your new accountants, please ensure you disclose any consultations up through the date of engagement.

Please Read in the reply ↗

See the paragraph discussion that begins with “Shares issued to our executive management personnel…” For the aggregated amounts listed in the first and second sentences for the years ended December 31, 2008 and 2007, please tell us how each of these amounts reconcile with the individual line item amounts for the line items “Consulting Expenses” and “Executive Management Compensation” shown in the table on page 13.

Rest of the question

For the amounts listed in the third sentence, please disclose and also tell us where the expense is reflected in the table on page 13.

13. Response: The expense related to executive management personnel and consultants of $69,879 and

$105,171 for the years ended December 31, 2008 and 2007 are included in the various expense categories noted in the table along with other expenses not considered material to specifically disclose and will not reconcile to an exact line in the table. The detail of the amounts in this MD&A paragraph does reconcile to the Company’s cash flow statement. Management disclosed this information separately for transparency to the investors.

Rest of the answer

Executive management compensation for

2008 in the amount of $56,000 includes $10,000 for value of shares issued for services, $8,000 of cash paid, and $38,000 of contributed capital for value of services rendered. All expenses described in this paragraph are included in operating expenses on the statement of operations.

Read in the reply ↗

Please revise the third sentence to clarify that your independent registered public accountants, because of the factors disclosed, among others, have issued a going concern opinion that raises substantial doubt about your ability to continue as a going concern.

We note your comment and, because (i) the existing disclosure already indicates that there is substantial doubt about our ability to continue as a going concern and

(ii) the report of the auditor contained in the same report plainly contains a going concern opinion, we would like to incorporate your suggested revision in future annual report filings. Read in the reply ↗

Please expand the disclosure under this heading to further identify and describe those policies, included within your significant accounting policies at Note 1 to the audited financial statements, that are critical accounting policies according to your definition in the second paragraph under this heading where you indicate those are “policies that represent the more significant judgments and estimates used in the

Rest of the question

preparation of the Company’s financial statements…” The MD&A should disclose those accounting policies that are critical policies where estimates and judgments are used that could have material impact. For example, but not limited to, your more critical accounting policies and estimates could be revenue recognition, impairment of intangible and long-lived assets, and income taxes.

We note your comment and we would like to incorporate your suggestions in future filings. In particular, we would like to include disclosure in substantially the following form:

Our policy for the recognition of revenue is a critical accounting policy. The Company recognizes revenue from sales under a license agreement when the following four criteria are met: (1) there exists persuasive evidence of an arrangement (e.g., a fully executed license agreement); (2) delivery of the Winner’s Pot Poker game, felt and instructions has been made and the licensee thereafter becomes responsible to

Rest of the answer

replace such materials in the event of damage or normal wear and tear; (3) the price is fixed or determinable; and (4) the ability of the Company to collect amounts owed is reasonably assured.

policy regarding the determination of impairment of long-lived and intangible assets is another critical accounting policy. In this regard, our management reviews the Company’s long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived or intangible asset may not be recoverable. If indications of impairment are present and the estimated future undiscounted cash flows are less than the carrying value of the asset under scrutiny, the value of that asset will be adjusted appropriately. No impairment indicators were present as of December 31, 2008 or December 31, 2007.

Read in the reply ↗

Refer to the May 28, 2008 transaction of the warrant issuance. Disclose the value assigned to the warrants and how you determined the value. If the warrants were determined to have minimal or no value, please so state; otherwise it is unclear why the value of the warrant has not been reflected in the financial statements. Please advise or revise.

Determination of the value of the warrants is not considered necessary because the warrants were issued to an investor in connection with that investor’s purchase of common stock. The warrants are properly classified as permanent equity and do not have any terms which would require a classification as a liability, nor do they possess any embedded derivative features. Read in the reply ↗

Refer to the paragraph that begins “Based on this assessment…” Please revise the second sentence with respect to the use of the accounting firm, Virchow, Krause & Company, LLP, as such firm does not appear to be registered with the PCAOB, as noted in our comments above.

Rest of the question

In this regard, upon the engagement of new registered independent public accountants, you may choose to revise to state: “This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.” See Item 308T(a)(4) of Regulation S-K.

Please see the Company’s response to Comment 1. In addition, we believe our current disclosure about the absence of an attestation report is in a form substantially similar to that required by Item 308T(a)(4), and is neither misleading nor inaccurate. As such, we would prefer not to amend the

Annual Report to more closely adhere to the language in the Regulation S-K reporting Item. Read in the reply ↗

See note 2 to the table on page 34 regarding the stock awards received in fiscal year 2007. Please clarify whether each officer received 250,000 common shares (for an aggregate of 500,000 common shares valued at $48,000), as shown in the statements of shareholders’ equity and Note 4 to the audited financial statements pertaining to this January 2007 transaction.

Rest of the question

Your current disclosure indicates each officer received 125,000 valued at $24,000 (for an aggregate of 250,000 common shares valued at $48,000). Please revise or advise.

The figures in footnote 2 of the table appear to have been in error since each executive received 250,000 shares having an aggregate value of $24,000 in

January 2007. We have corrected the disclosure in the amended filing. Read in the reply ↗

See paragraph number four where it appears certain disclosure has been inadvertently omitted. Please revise this paragraph to disclose “The registrant’s other certifying officer(s) and I are responsible…(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:” This comment is also

Rest of the question

applicable to your March 31, 2009 and June 30, 2009 Quarterly Reports on Form 10-Q.

We note the inadvertent omission you cite to and have corrected the certifications in all of the amended filings. Read in the reply ↗

Please expand this paragraph to disclose that the interim financial statements “include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.” See Instruction 2 to Rule 8-03 of Regulation S-X.

We will undertake to include the following under the heading “Interim financial information” in our next Quarterly Report on Form 10-Q, and will update this disclosure as appropriate in future filings:

Interim financial information

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States and pursuant to the rules and regulations of the Securities and Exchange Commission (the

“SEC”) for interim financial information.

Rest of the answer

Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to such rules and regulations. Operating results for the three and nine months ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31,

2009 or any other period. The accompanying financial statements and related notes should be read in conjunction with the audited Financial Statements of the

Company, and notes thereto, contained in this filing for the year ended December

31, 2008. The financial information furnished in this report is unaudited and reflects all adjustments which are normal recurring adjustments and, which in the opinion of management, are necessary to fairly present the results of the interim periods presented in order to make the financial statements not misleading.

Refer to Note 4 to the financial statements included in the June 30, 2009 Form

10-Q. Please tell us more about the redemption of common stock that occurred in February 2009. Specifically tell us whether the shareholder was a related party or affiliate and whether that individual paid $0.25 per share for the purchase of the stock. In addition, please explain why you elected to redeem these shares for cash given your current liquidity situation. If you were required to redeem the shares, tell us why and whether other shares may be subject to redemption.

Response: The shareholder from whom the shares were redeemed was neither an affiliate of nor a related party to the Company. The Company elected to redeem these shares for cash upon the request of the shareholder. The $0.25 was the original price paid for the redeemed shares. The Company was not obligated under any written or oral agreement or understanding to redeem the shares. The decision to redeem the shares was made primarily on the belief that the Company would be able to obtain sufficient capital for the short-term future of the Company from one or more sources, including affiliates of the Company. The Company was at the time of the redemption, and immediately after the redemption, able to meet its debts as they came due in the ordinary course. There are presently no other shares subject to redemption or under consideration for redemption.

14. Refer to Note 6 to the

10-Q. Please disclose the related party nature of the loan from

Lantern Advisers, LLC. We note this entity is owned equally by your two officers.

Response: Lantern

Advisers, LLC is equally owned by the Company’s CEO and CFO. We propose to appropriately disclose the related-party nature of loans in our future filings.

Read in the reply ↗

Refer to Note 4 to the financial statements included in the June 30, 2009 Form 10- Q. Please tell us more about the redemption of common stock that occurred in February 2009. Specifically tell us whether the shareholder was a related party or affiliate and whether that individual paid $0.25 per share for the purchase of the stock.

Rest of the question

In addition, please explain why you elected to redeem these shares for cash given your current liquidity situation. If you were required to redeem the shares, tell us why and whether other shares may be subject to redemption.

No numbered answer found in the reply. Read the reply ↗

Refer to Note 6 to the financial statements included in the June 30, 2009 Form 10- Q. Please disclose the related party nature of the loan from Lantern Advisers, LLC. We note this entity is owned equally by your two officers.

No numbered answer found in the reply. Read the reply ↗

Notwithstanding the following comments shown below that request future filing disclosure and supplemental information, we note from your response letter to us dated October 12, 2009 that you propose future filing disclosure with respect to our prior comment numbers 6, 7, 12, and 14, and that you will amend the December 31, 2008 Annual Report on Form 10-K and March 31, 2009 and June 30, 2009 Quarterly Reports on

Rest of the question

Forms 10-Q with respect to our prior comments 10 and 11. Please note that we have no additional comments with respect to your response to our prior comments 1 through 4, 9 and 13.

We agree with your characterization, and are submitting amendments to the reports you refer to above. Read in the reply ↗

We have reviewed your response to our prior comment 5. We suggest you expand the narrative disclosure to also reconcile with the amounts shown in the table on page 13 for the line items “Consulting Expenses” and “Executive Management Compensation” as your current discussion of these costs do not appear to be solely included within these two line items but, as the last sentence of your response indicates, spread

Rest of the question

among other line items within the table. In this regard, you may, for example, include the next to the last sentence of your response as it relates to the components of the tabular line item “Executive Management Compensation.” Also, given that the tabular line item “Consulting Expenses” shows amounts substantially lower than the amounts shown in the narrative discussion, we believe it would useful to the reader to reconcile or account for this difference in each period presented. Please revise in future filings.

As you request, we will expand the narrative disclosure in our future quarterly and annual reports to ensure that the amounts discussed in the narrative reconcile with the amounts shown in similar tables.

* * * * requested, on behalf of the Company, the Company acknowledges as follows:

[1] the

Company is responsible for the adequacy and accuracy of the disclosure in the filing;

[2] 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

[3] the

Company may not assert staff comments as a

Rest of the answer

defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United

States.

Read in the reply ↗

Please file your next amendment on the appropriate form available to you without an “SB” designation. Refer to Section IV of the Smaller Reporting Company Regulatory Relief and Simplification Release (Release No. 33-8876) and A Small Entity Compliance Guide, both which are available on our website at http://www.sec.gov/rules/final/finalarchive/finalarchive2007.shtml.

No reply letter found.

Please describe the intellectual property right you own. Specifically, discuss the nature and status of any patents, trademarks, copyrights or other rights you own. In addition, discuss how and to whom you intend to license your intellectual property. * * * * * As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response.

Rest of the question

You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

No reply letter found.