MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
                  CERTIFIED PUBLIC ACCOUNTANTS
                       888 SEVENTH AVENUE
                    NEW YORK, NEW YORK 10106
                           -----------
                       TEL: (212) 757-8400
                       FAX: (212) 757-6124

January 31, 2001

Securities and Exchange Commission
Mail Stop 11-3
450 5th Street NW
Washington, DC 20549

RE:  PlayandWin, Inc.
     Form 8-K dated January 22, 2001
     Commission File #000-29477

Dear Sir/Madam:

We  are  aware of the change in the above-referenced registrant's
independent  accountants from a review  of  the  Company's  Edgar
filings.  We  were  advised by them of  their  desire  to  change
accountants, but have not been supplied a copy of the 8-K and the
disclosure made in response to Item 4. Furthermore, we  have  not
been  requested  by  the  Company to  furnish  a  letter  to  the
Commission stating that we agree with the statements made by  the
Company.  We  do agree that there have not been any disagreements
regarding accounting principles or practices, financial statement
disclosure  or auditing scope. However, we do hereby  state  upon
knowledge  and  belief that the client changed accountants  to  a
former  employee,  Dean Skupen, has solicited and  accepted  such
engagement, acts which are prohibited by a signed agreement  and,
as such, constitutes an illegal act.

We  are pursuing all legal action and are filing a complaint with
the appropriate state and national accounting societies.

                      Sincerely yours,

                      MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
                      /s/ Stephen P. Corso, Jr., CPA
                      Stephen P. Corso, Jr., CPA