8-K/A

                               UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                                FORM 8-K

                              CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported):  January 19, 2005

         Gaming Venture Corp., U.S.A.
         Exact name of Registrant as specified in its charter)


                                        
   Nevada                               86-0883289
 (State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization                           Identification
                                                             Number)

801 Pascack Road
Paramus, NJ                              07652
 (Address of principal executive offices)                 (Zip Code)

                  (201) 599-8484
       (Registrant's telephone number, including area code)






2

ITEM 4.   CHANGES IN CERTIFYING ACCOUNTANT

(a)  On January 19, 2005, Gaming Venture notified its independent
public accountant that it was changing auditors.

Friedman LLP reports on Gaming Ventures' financial statements for
either of the past two years, December 31, 2003 and December 31, 2002
did not contain an adverse opinion or a disclaimer of opinion or was
qualified or modified as to uncertainty, audit scope or accounting
principles.

During Gaming Venture's two most recent fiscal years, December 31, 2003
and December 31, 2002, and the subsequent period through the date of
dismissal, there were no disagreements on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope of procedure which disagreement(s), if not resolved to the
satisfaction of the former accountant, would have caused it to make
reference to the subject matter of the disagreement(s) in connection
with its report as described in Item 304 (a)(1)(iv) of Regulation S-B.

(b)  On January 19, 2005, the board of directors of Gaming Venture
engaged the accounting firm of Stark Winter Schenkein & Co., LLP as
principal accountants of Gaming Venture for the fiscal year ended
December 31, 2004.   Gaming Venture did not consult Stark Winter
Schenkein & Co., LLP regarding the application of accounting principles
to a specific completed or contemplated transaction, or the type of
audit opinion that might be rendered on Stark Winter Schenkein & Co.,
LLP financial statements and neither written nor oral advice was
provided that was an important factor considered by Stark Winter
Schenkein & Co., LLP in reaching a decision as to the accounting,
auditing or financial reporting issue; or any matter that was the
subject of a disagreement or event identified in response to paragraph
(a) (1)(iv) of Item 304 of Regulation S-B.


ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 16     Letter from Friedman LLP


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                                SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date:  January 26, 2005


Gaming Venture, Corp., U.S.A.




   /s/Alan Woinski
By:-------------------------------
   Alan Woinski
   Chief Executive Officer

EX-16

[Letterhead of Friedman LLP]


February 4, 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

We have read and agree with the comments contained in paragraphs (a)
and (b) in Item 4 to Amendment 1 to Form 8-K of Gaming Venture Corp.,
U.S.A., dated February 4, 2005.

FRIEDMAN LLP
New York, New York

COVER

                            Jody M. Walker
                           Attorney At Law
                        7841 South Garfield Way
                      Centennial, Colorado 80122
Telephone: 303-850-7637                         Facsimile: 303-220-9902
                       jmwalker85@earthlink.net

February 4, 2005

Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549

Re:       Gaming Venture Corporation, USA
          Form 8-K filed January 27, 2005
          File No.:   0-50187

Dear Sir or Madam:

Pursuant to your comment letter dated February 4, 2005, please note the
following:

1.   The disclosure in paragraph two has been revised to accurately
reflect the dismissal, not resignation of the former accountant.

Other
2.   The company acknowledges that
   -   the company is responsible for the adequacy and accuracy of the
disclosure in the filings:
   -   the staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
   -   the company may not asset staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.


Very truly yours,


/s/Jody M. Walker
- -----------------------------
Jody M. Walker