0001104659-09-066572.txt : 20091123 0001104659-09-066572.hdr.sgml : 20091123 20091123170838 ACCESSION NUMBER: 0001104659-09-066572 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091123 DATE AS OF CHANGE: 20091123 GROUP MEMBERS: THE YURI ITKIS GAMING TRUST OF 1993 GROUP MEMBERS: YI ACQUISITION CORP. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Itkis Yuri CENTRAL INDEX KEY: 0001337896 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 2950 HIGHLAND DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fortunet, Inc. CENTRAL INDEX KEY: 0001337899 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 880252188 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81662 FILM NUMBER: 091202415 BUSINESS ADDRESS: STREET 1: 2950 HIGHLAND DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 702-796-9090 MAIL ADDRESS: STREET 1: 2950 HIGHLAND DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89109 SC 13D 1 a09-34131_2sc13d.htm SC 13D

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. )*

FortuNet, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

378967 10 3

(CUSIP Number)

Michael J. Bonner

Eric T. Blum

Greenberg Traurig, LLP

3773 Howard Hughes Parkway, Suite 400 North

Las Vegas, Nevada 89169

(702) 792-3773

Brian H. Blaney

Greenberg Traurig, LLP

2375 East Camelback Road, Suite 700

Phoenix, Arizona 85016

(602) 445-8000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 20, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 378967 10 3

	1.	Names of Reporting Persons. Yuri Itkis Gaming Trust of 1993 (1)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Nevada, United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 8,266,500 (1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 8,266,500 (1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,266,500 (1)

	12.	Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row 11 74.8%

	14.	Type of Reporting Person (See Instructions) OO

(1) Yuri Itkis is the sole trustee and beneficiary of The Yuri Itkis Gaming Trust of 1993, which is the sole stockholder of YI Acquisition Corp. The subject securities were acquired and are owned by The Yuri Itkis Gaming Trust of 1993 but may be considered beneficially owned by Mr. Itkis. Accordingly, The Yuri Itkis Gaming Trust of 1993 and Mr. Itkis may be deemed to have shared voting and dispositive power over the shares which are owned by The Yuri Itkis Gaming Trust of 1993.

CUSIP No. 378967 10 3

	1.	Names of Reporting Persons. Yuri Itkis (1)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Nevada, United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 8,266,500 (1)

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 8,266,500 (1)

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,266,500 (1)

	12.	Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row 11 74.8%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 378967 10 3

	1.	Names of Reporting Persons. YI Acquisition Corp. (1)

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Nevada, United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 0

	12.	Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row 11 0%

	14.	Type of Reporting Person (See Instructions) CO

(1) The Yuri Itkis Gaming Trust of 1993 is the sole stockholder of YI Acquisition Corp.

Item 1.	Security and Issuer.
The class of equity securities to which this statement relates is the common stock, par value $0.001 per share (the "Shares"), of FortuNet, Inc., a Nevada corporation (the "Issuer"), which has its principal executive office at 2950 South Highland Drive, Suite C, Las Vegas, Nevada 89109.

Item 2.	Identity and Background.
(a) and (f) This statement is being filed by Yuri Itkis, an individual and a citizen of the United States of America, The Yuri Itkis Gaming Trust of 1993, a trust (the "Trust"), and YI Acquisition Corp., a Nevada corporation (“YI Acquisition” and together with Yuri Itkis and the Trust, the “Reporting Persons”). Mr. Itkis is the sole trustee and beneficiary of the Trust, which directly owns the 8,266,500 Shares to which this statement relates, which represents, based on the number of shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2009, filed November 12, 2009, approximately 74.8% of the outstanding Shares of the Issuer as of November 20, 2009. (b) The business address of Mr. Itkis is 2950 South Highland Drive, Suite C, Las Vegas, Nevada 89109. The address of the principal office of the Trust and YI Acquisition is c/o Yuri Itkis, 2950 South Highland Drive, Suite C, Las Vegas, Nevada 89109. (c) Mr. Itkis is the Chairman of the Board and Chief Executive Officer of the Issuer and sole trustee and beneficiary of the Trust. The principal business of the Issuer is designing, manufacturing, maintaining, and leasing electronic gaming and entertainment systems throughout North America. The principal business of the Trust is holding Shares of the Issuer. YI Acquisition was formed to facilitate the tender offer and the merger described under Item 4 below. (d) and (e) During the last five years, none of the reporting persons on this statement (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.	Source and Amount of Funds or Other Consideration.
Cash held in accounts in the name of the Trust will be used to fund the acquisition costs arising from the consummation of both the tender offer and the merger described under Item 4 below.

Item 4.	Purpose of Transaction.
On November 23, 2009, the Trust issued a press release. The press release is filed with this statement as Exhibit A. The contents of the press release are incorporated by reference into this Item 4. In the press release, the Trust announced that it intends to commence a tender offer to acquire all outstanding Shares not already owned by the Trust at a price of $1.70 per share in cash.

Item 5.	Interest in Securities of the Issuer.
(a)-(b) On the date hereof, Mr. Itkis and the Trust have the shared power to vote or to direct the vote and to dispose or to direct the disposition of 8,266,500 Shares, or approximately 74.8% of the outstanding Shares. Yuri Itkis is the sole trustee and beneficiary of the Trust which is the sole stockholder of YI Acquisition. The subject shares are owned by the Trust but may be considered beneficially owned by Mr. Itkis. Accordingly, the Trust and

Mr. Itkis may be deemed to have shared voting and dispositive power over the shares which are owned by the Trust. Unless otherwise indicated, all percentages in this schedule assume that the Issuer had 11,054,011 Shares outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2009, filed November 12, 2009. (c) None. (d) Not applicable. (e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Except as described above or in responses to Items 3 and 4, which are hereby incorporated by reference, there are no contracts, arrangements, understandings, or relationships between the Reporting Persons and any other person with respect to any securities of the Issuer.

Item 7.	Material to be Filed as Exhibits.
Exhibit A Press Release of The Yuri Itkis Gaming Trust of 1993 dated November 23, 2009.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 23, 2009

		The Yuri Itkis Gaming Trust of 1993


		/s/ Yuri Itkis
		By: Yuri Itkis
		Its: Trustee


		Yuri Itkis


		/s/ Yuri Itkis
		Yuri Itkis, Individually


		YI Acquisition Corp.


		/s/ Yuri Itkis
		By: Yuri Itkis
		Its: President

EX-99.A 2 a09-34131_2ex99da.htm EX-99.A

EXHIBIT A

YURI ITKIS GAMING TRUST PROPOSES TO ACQUIRE REMAINING

PUBLIC STAKE IN FORTUNET

Proposed Price of $1.70 in Cash per Share

LAS VEGAS, November 23, 2009—The Yuri Itkis Gaming Trust of 1993 (the “Trust”) announced today that it intends to make a tender offer for all of the outstanding shares of Common Stock of FortuNet, Inc. (Nasdaq: FNET) not already owned by the Trust for $1.70 per share in cash. The offer price represents a premium of approximately 34% over the closing price of the shares on November 20, 2009, and a premium of approximately 28% above the average closing price of the shares for the 20 trading days immediately preceding November 20, 2009. Assuming the successful completion of the tender offer, the Trust intends to acquire the remaining shares not already owned by it through a “short form” cash merger at the same per share cash price paid in the tender offer.

The Trust currently owns approximately 75% of the outstanding shares of Common Stock of FortuNet.

ABOUT THE PROPOSED SHARE ACQUISITION

The offer will be irrevocably conditioned upon the tender of a sufficient number of shares of Common Stock to cause the Trust to own 90% of the outstanding shares. If that condition is satisfied, the Trust will be entitled to use the “short form” merger procedure to acquire the remaining shares of FortuNet not owned by the Trust. The Trust intends to use that procedure promptly after the completion of the tender offer to acquire the remaining shares at the same per share cash price paid in the tender offer. Neither the tender offer nor the subsequent merger will be conditioned on the Trust obtaining any financing.

The Trust expects to commence the tender offer in mid December 2009. Offering materials will be mailed to FortuNet stockholders and the Trust will file all necessary information with the United States Securities and Exchange Commission (“SEC”). The commencement and completion of the tender offer and, if the tender offer is completed, the consummation of the merger, do not require any approval by FortuNet’s board of directors, and the Trust has not asked FortuNet’s board of directors to approve the tender offer or the merger. Under applicable law, FortuNet will be required to file with the SEC a statement as to its position on the offer as well as other required information within 10 business days of the date on which the offer is commenced. Assuming the completion of the offer, the Trust intends to seek delisting of the shares of Common Stock from Nasdaq and to cause FortuNet to apply for termination of registration of the shares under the Securities Exchange Act of 1934 as soon after the completion of the offer as the requirements for such delisting and termination are met.

The Trust has advised FortuNet’s board of directors of its plans for the tender offer and the merger.

ABOUT FORTUNET, INC.

According to its website, FortuNet, together with its wholly owned subsidiaries, Millennium Games, Star Bingo Holdings, LLC, and Star Bingo Supply, LLC, is engaged primarily in the business of designing, manufacturing, field maintenance of, and leasing electronic gaming and entertainment systems throughout North America. FortuNet derives substantially all of its revenues from the gaming industry in the United States and Canada.

NOTICE FOR FORTUNET STOCKHOLDERS

This announcement is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer for the outstanding shares of FortuNet described in this press release has not commenced. At the time the tender offer is commenced, the Trust will file a tender offer statement on Schedule TO with the SEC, and FortuNet will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer. The tender offer statement (including an offer to purchase, a related letter of transmittal, and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to FortuNet stockholders at no expense to them. In addition, all of those materials, and all other offer documents filed with the SEC, will be available at no charge on the SEC’s website at www.sec.gov.

FORWARD-LOOKING STATEMENTS WARNING

This news release contains forward-looking statements. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. The statements are based upon the Trust’s current expectations and beliefs and are subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. There can be no assurances that any transaction will be consummated. The Trust disclaims any obligation to update or revise the information in this news release based on new information or otherwise except as required by law.