<PAGE>

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


                                   FORM 10-QSB

(Mark One)

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED April 3, 2007

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

       For the transition period from ________________ to _______________

                                     0-29873
                            (Commission file number)

                                   UWINK, INC.
        (Exact name of small business issuer as specified in its charter)

                    UTAH                                 87-0412110
        (State or other jurisdiction                    (IRS Employer
      of incorporation or organization)              Identification No.)

                  16106 HART STREET, VAN NUYS, CALIFORNIA 91406
                    (Address of principal executive offices)

                                 (818) 909 6030
                           (Issuer's telephone number)


              (Former name, former address and former fiscal year,
                         if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The number of shares of common stock outstanding as of May 14, 2007 was
26,068,824.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

Documents incorporated by reference:  None.

<PAGE>

                                   UWINK, INC.
                                      INDEX

                                                                           Page
                                                                          Number
                                                                          ------
PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements                                               2

           Consolidated Balance Sheet as of April 3, 2007 (unaudited)         2

           Consolidated Statement of Operations for the three month periods
           ended April 3, 2007 and March 31, 2006 (unaudited)                 3

           Consolidated Statement of Cash Flows for the three month periods
           ended April 3, 2007 and March 31, 2006 (unaudited)                 4

           Notes to Consolidated Financial Statements (unaudited)             5

Item 2.    Management's Discussion and Analysis or Plan of Operations        21

Item 3.    Controls and Procedures                                           29

PART II.   OTHER INFORMATION

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds       30

Item 6.    Exhibits                                                          30

SIGNATURES                                                                   31


                                        1



<PAGE>

PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

<TABLE>
<S>     <C>
                                UWINK, INC. AND SUBSIDIARY
                                Consolidated Balance Sheet
                                    As of April 3, 2007
                                        (Unaudited)


                                          ASSETS

CURRENT ASSETS
    Cash and cash equivalents                                                 $    105,067
    Account receivable, net of allowance for doubtful accounts of $72,265           44,216
    Inventory, net of reserve for obsolescence                                      81,198
    Prepaid expenses and other current assets                                       49,038
                                                                              ------------
      TOTAL CURRENT ASSETS                                                         279,519

PROPERTY AND EQUIPMENT, NET                                                        887,652

INTANGIBLE ASSETS, NET                                                              20,000

LONG TERM DEPOSIT                                                                    2,300
                                                                              ------------
      TOTAL ASSETS                                                            $  1,189,471
                                                                              ============


                           LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
    Accounts payable                                                          $    911,239
    Accrued expenses                                                               252,651
    Accrued payroll and related benefits                                           205,811
    Notes payable                                                                  814,885
    Due to related parties                                                          50,000
    Advance from Customers                                                          24,980
                                                                              ------------
      TOTAL CURRENT LIABILITIES                                                  2,259,566
                                                                              ------------

STOCKHOLDERS' DEFICIT
    Common stock, $0.001 par value; 50,000,000 shares authorized;
       25,931,197 shares issued and outstanding                                     25,931
    Additional paid-in capital                                                  35,116,618
    Accumulated deficit                                                        (36,425,161)
    Shares to be Issued                                                            212,517
                                                                              ------------
      TOTAL STOCKHOLDERS' DEFICIT                                               (1,070,095)
                                                                              ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                             $  1,189,471
                                                                              ============


                   The accompanying notes are an integral part of these
                       unaudited consolidated financial statements

                                            2

<PAGE>

                             UWINK, INC. AND SUBSIDIARY
                        Consolidated Statements of Operations
                                     (Unaudited)


                                                         Three month periods ended
                                                      ------------------------------
                                                        April 3,          March 31,
                                                          2007              2006
                                                      ------------      ------------
                                                                         (RESTATED)

NET SALES                                             $    578,876      $     50,347

COST OF SALES                                              198,128            34,168
                                                      ------------      ------------
     GROSS PROFIT                                          380,748            16,179
                                                      ------------      ------------

OPERATING EXPENSES
     Selling, general and administrative expenses        1,658,794           395,326
                                                      ------------      ------------
     TOTAL OPERATING EXPENSES                            1,658,794           395,326
                                                      ------------      ------------

     LOSS FROM OPERATIONS                               (1,278,046)         (379,147)
                                                      ------------      ------------

OTHER INCOME (EXPENSE)
     Beneficial conversion of debt                              --           (22,500)
     Gain on settlement of debt                                 --               676
     Interest expense                                      (12,031)           (7,924)
     Fair value of warrant liability                            --          (500,444)
                                                      ------------      ------------
     TOTAL OTHER EXPENSE                                   (12,031)         (530,192)
                                                      ------------      ------------

     LOSS BEFORE PROVISION FOR INCOME TAXES             (1,290,077)         (909,339)

PROVISION FOR INCOME TAXES                                   1,379                --
                                                      ------------      ------------

     NET LOSS                                         $ (1,291,456)     $   (909,339)
                                                      ============      ============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED         $      (0.05)     $      (0.06)
                                                      ============      ============

WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING - BASIC & DILUTED                      25,710,452        14,621,965
                                                      ============      ============

         Weighted average number of shares for dilutive securities has not been
         calculated because the effect of dilutive securities is anti-dilutive

                The accompanying notes are an integral part of these
                    unaudited consolidated financial statements

                                         3

<PAGE>


                                          UWINK, INC. AND SUBSIDIARY
                                     Consolidated Statements of Cash Flows
                                                  (Unaudited)


                                                                                   Three month periods ended
                                                                                  ----------------------------
                                                                                   April 3,          March 31,
                                                                                     2007              2006
                                                                                  -----------      -----------
                                                                                                    (Restated)
CASH FLOW FROM OPERATING ACTIVITIES:
   Net loss                                                                       $(1,291,456)     $  (909,339)
   Adjustment to reconcile net loss to net cash used in operating activities:
       Amortization of debt discount on convertible note payable                           --           24,000
       Employee Stock Option expense                                                  253,779          110,034
       Depreciation and amortization expense                                           79,298            2,663
       Bad debt allowance                                                                  --          (13,120)
       Fair value of warrant liability                                                     --          500,444
       Issuance of common stock for payroll                                            18,750               --
       Issuance of common stock for services                                           53,121           11,708
       Inventory obsolescence reserve                                                 (48,000)         (22,116)
   Changes in operating assets and liabilities:
     Accounts receivable                                                              (24,571)           3,766
     Inventory                                                                         44,008           53,294
     Deposits                                                                              --            5,000
     Prepaid expenses and other current assets                                        (27,203)         (21,251)
     Accounts payable                                                                 (88,184)         (69,397)
     Accrued expenses                                                                   9,947          (10,897)
     Accrued payroll and related benefits                                              51,121           80,551
                                                                                  -----------      -----------
Net cash used in operating activities                                                (969,390)        (254,660)
                                                                                  -----------      -----------

CASH FLOW FROM INVESTING ACTIVITIES:
     Acquisition of property and equipment                                            (59,833)          (5,000)
                                                                                  -----------      -----------

CASH FLOW FROM FINANCING ACTIVITIES:
   Proceeds from debt securities                                                      782,000               --
   Repayment of debt                                                                  (22,920)        (120,000)
   Proceeds from advances from related parties                                         50,000            3,000
   Proceeds from issuance of common stock                                                  --        1,500,000
   Proceeds from exercise of warrants                                                 183,713               --
   Proceeds from exercise of options                                                   86,490               --
   Payment of offering costs                                                               --          (81,898)
                                                                                  -----------      -----------
Net cash provided by financing activities                                           1,079,283        1,301,102
                                                                                  -----------      -----------

NET INCREASE IN CASH AND CASH EQUIVALENT                                               50,061        1,041,442

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                         55,006           23,759
                                                                                  -----------      -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                          $   105,067      $ 1,065,201
                                                                                  ===========      ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

   Interest paid                                                                  $        --      $     1,778
                                                                                  ===========      ===========
   Income taxes paid                                                              $        --      $        --
                                                                                  ===========      ===========


                             The accompanying notes are an integral part of these
                                 unaudited consolidated financial statements

                                                       4
</TABLE>

<PAGE>

NOTE 1 - BASIS OF PRESENTATION AND GOING CONCERN

The unaudited consolidated financial statements have been prepared by uWink,
Inc. (the "Company" or "we"), pursuant to the rules and regulations of the
Securities and Exchange Commission. The information furnished herein reflects
all adjustments (consisting of normal recurring accruals and adjustments) which
are, in the opinion of management, necessary to fairly present the operating
results for the respective periods. Certain information and footnote disclosures
normally present in annual consolidated financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been omitted pursuant to such rules and regulations. These
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and footnotes for the year ended January 2,
2007 included in the Company's Annual Report on Form 10-KSB. The results of the
three months ended April 3, 2007 are not necessarily indicative of the results
to be expected for the full year ending January 1, 2008.

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The Company has
incurred a net loss of $1,291,546 for the three months ended April 3, 2007, and
as of April 3, 2007, the Company had an accumulated deficit of $36,425,161.
These conditions raise substantial doubt as to the Company's ability to continue
as a going concern. These unaudited consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
These unaudited consolidated financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts, or
amounts and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.

The Company believes that its working capital as of the date of this report will
not be sufficient to fund the current level of operations through the end of the
current fiscal year 2007. The Company believes that it will need additional
amounts of working capital to finance future losses from operations as it
endeavors to build revenue and reach a profitable level of operations. The
Company plans to obtain the additional working capital through the private
placement sale of its equity and/or debt securities.


                                        5



<PAGE>

Fiscal Year End

In 2006, with the commencement of restaurant operations, the Company adopted a
52/53-week fiscal year ending on the Tuesday closest to December 31st and fiscal
quarters ending on the Tuesday closest to March 31, June 30 and September 30, as
applicable, for financial reporting purposes. As a result, the Company's 2006
fiscal year ended on January 2, 2007 and the Company's 2007 fiscal first quarter
ended on April 3, 2007.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
uWink, Inc. and its subsidiary, uWink California, Inc. The accompanying
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America. All
inter-company accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Fair Value of Financial Instruments

Statement of financial accounting standard No. 107, Disclosures about fair value
of financial instruments, requires that the Company disclose estimated fair
values of financial instruments. The carrying amounts reported in the statements
of financial position for current assets and current liabilities qualifying as
financial instruments are a reasonable estimate of fair value. For certain of
the Company's financial instruments, including cash and cash equivalents,
accounts receivable, accounts payable, accrued expenses and unearned revenue,
the carrying amounts approximate fair value due to their short maturities. The
amounts shown for convertible debentures and notes payable also approximate fair
value because current interest rates and terms offered to the Company for
similar debt are substantially the same.

Cash and Cash Equivalents

Cash and cash equivalents include cash in hand and cash in time deposits,
certificates of deposit and all highly liquid debt instruments with original
maturities of three months or less.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentrations of
credit risk include accounts receivable. Exposure to losses on receivables is
principally dependent on each customer's financial condition. The Company
monitors its exposure for credit losses and maintains allowances for anticipated
losses, as required.

Inventory

Non-restaurant inventory consists of finished goods and restaurant inventory
consists of food and beverages and merchandise for sale in the restaurant. All
inventory is stated at the lower of cost, utilizing the first-in, first-out
method, or market. An obsolescence reserve is estimated for items whose value
has been determined to be impaired or whose future utility appears limited. At
April 3, 2007, the reserve for obsolescence was $247,730 and related exclusively
to non-restaurant inventory.


                                       6



<PAGE>

Property and Equipment

Property and equipment are stated at cost and are depreciated using the
straight-line method over their estimated useful lives of 5-10 years for
machinery and equipment and 3-5 years for office and restaurant furniture and
equipment. Computer equipment and related software is depreciated using the
straight-line method over its estimated useful life of 3 years. Leasehold
improvements are amortized over the shorter of their estimated useful lives or
the term of the lease.

Expenditures for maintenance and repairs are charged to operations as incurred
while renewals and betterments are capitalized. Gains and losses on disposals
are included in the results of operations.

Research and Development

Research and development costs are charged to expense as incurred until
technological feasibility has been established. These costs consist primarily of
salaries and direct payroll related costs.

Software Development Costs

Software development costs related to computer games and network and terminal
operating systems developed by the Company are capitalized in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 86, "Accounting for the
Cost of Computer Software to be Sold, Leased, or Otherwise Marketed."
Capitalization of software development costs begins upon the establishment of
technological feasibility and is discontinued when the product is available for
sale. When the software is a component part of a product, capitalization begins
with the product reaches technological feasibility. The establishment of
technological feasibility and the ongoing assessment for recoverability of
capitalized software development costs require considerable judgment by
management with respect to the completion of all planning, designing, coding and
testing activities necessary to establish that the product can be produced to
meet its design specifications and certain external factors including, but not
limited to, anticipated future gross revenues, estimated economic life, and
changes in software and hardware technologies. Capitalized software development
costs are comprised primarily of salaries and direct payroll related costs and
the purchase of existing software to be used in the Company's products.

Amortization of capitalized software development costs is provided on a
product-by-product basis on the straight-line method over the estimated economic
life of the products (not to exceed three years). Management periodically
compares estimated net realizable value by product with the amount of software
development costs capitalized for that product to ensure the amount capitalized
is not in excess of the amount to be recovered through revenues. Any such excess
of capitalized software development costs to expected net realizable value is
expensed at that time.

Revenue Recognition

The Company recognizes revenue related to software licenses in compliance with
the American Institute of Certified Public Accountants ("AICPA") Statement of
Position No. 97-2, "Software Revenue Recognition." Revenue is recognized when
the Company delivers its touch screen pay-for-play game terminals to its
customer and the Company believes that persuasive evidence of an arrangement
exits, the fees are fixed or determinable and collectibility of payment is
probable. Included with the purchase of the touch screen terminals are licenses
to use the games loaded on the terminals. The licenses for the games are in
perpetuity, the Company has no obligation to provide upgrades or enhancements to
the customer, and the customer has no right to any other future deliverables.
The Company delivers the requested terminals for a fixed price either under
agreements with customers or pursuant to purchase orders received from
customers.

The Company does not have any contractual obligations to provide post sale
support of its products. The Company does provide such support on a case by case
basis and the costs of providing such support are expensed as incurred. The
Company earned no revenue from post sale support during the periods presented.

Restaurant revenue from food and beverage sales is recognized when payment is
tendered at the point of sale. Revenue from the sale of gift cards is deferred
and recognized upon redemption.


                                       7



<PAGE>

Impairment of Long-Lived Assets

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("SFAS 144"), which addresses financial accounting and reporting for the
impairment or disposal of long-lived assets and supersedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," and the accounting and reporting provisions of APB Opinion No.
30, "Reporting the Results of Operations for a Disposal of a Segment of a
Business."

The Company periodically evaluates the carrying value of long-lived assets to be
held and used in accordance with SFAS 144. SFAS 144 requires impairment losses
to be recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be generated
by those assets are less than the assets' carrying amounts. In that event, a
loss is recognized based on the amount by which the carrying amount exceeds the
fair market value of the long-lived assets. Loss on long-lived assets to be
disposed of is determined in a similar manner, except that fair market values
are reduced for the cost of disposal. As of April 3, 2007, there is no
impairment related to long-lived assets.

Advances from Customers

The Company records advances from customers as a liability and recognizes these
amounts as revenue over the period of the related agreement. As of April 3,
2007, advances from customers relating to licensing fees amounted to $24,980.

Returns

The Company does not offer customers a contractual right to return products sold
by the Company. The Company does accept product returns from time to time on a
case by case basis.

Advertising and Marketing Costs

The Company expenses costs of advertising and marketing as incurred.

Pre-opening Expenses

Restaurant pre-opening expenses, consisting primarily of manager salaries,
advertising, travel, food and beverage, employee payroll and related training
costs incurred prior to the opening of a restaurant, are expensed as incurred.

Sales Taxes

Restaurant revenue is presented net of sales taxes. The obligation is included
in accrued expenses until the taxes are remitted to the appropriate taxing
authorities. The sales tax payable as of April 3, 2007 was $46,800.

Income Taxes

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires
the recognition of deferred tax assets and liabilities for the expected future
tax consequences of events that have been included in the financial statements
or tax returns. Under this method, deferred income taxes are recognized for the
tax consequences in future years of differences between the tax bases of assets
and liabilities and their financial reporting amounts at each period end based
on enacted tax laws and statutory tax rates applicable to the periods in which
the differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized.


                                       8



<PAGE>

The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes." Deferred taxes are provided on the liability
method whereby deferred tax assets are recognized for deductible temporary
differences, and deferred tax liabilities are recognized for taxable temporary
differences. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax bases. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effects of
changes in tax laws and rates on the date of enactment.

Reporting Segments

Statement of financial accounting standards No. 131, Disclosures about segments
of an enterprise and related information (SFAS No. 131), which superseded
statement of financial accounting standards No. 14, Financial reporting for
segments of a business enterprise, establishes standards for the way that public
enterprises report information about operating segments in annual financial
statements and requires reporting of selected information about operating
segments in interim financial statements regarding products and services,
geographic areas and major customers. SFAS No. 131 defines operating segments as
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and in assessing performances. Currently,
SFAS 131 has no effect on the Company's financial statements as substantially
all of the Company's operations are conducted in one industry segment.

Reclassifications

Certain comparative amounts have been reclassified to conform to the current
period presentation.


NOTE 2 - LOSS PER SHARE

The Company reports loss per share in accordance with SFAS No. 128, "Earnings
per Share." Basic loss per share is computed by dividing loss available to
common shareholders by the weighted average number of common shares available.
Diluted loss per share is computed similar to basic loss per share except that
the denominator is increased to include the number of additional common shares
that would have been outstanding if the potential common shares had been issued
and if the additional common shares were dilutive. The following potential
common shares have been excluded from the computation of diluted net loss per
share for the fiscal quarters ended April 3, 2007 and March 31, 2006 because the
effect would have been anti-dilutive:


                                       9



<PAGE>

                                                          2007           2006
                                                       ----------     ----------
        Stock options issued to employees               1,430,520      2,264,732
        Warrants issued to consultants and finders         30,101        335,398
        Warrants issued for financing                   1,998,186      5,049,939
                                                       ----------     ----------
                                                        3,458,807      7,650,069
                                                       ==========     ==========

Diluted earnings (loss) per share has not been presented because the effect of
the assumed conversion of options and warrants to purchase common shares would
have an anti-dilutive effect.

NOTE 3 - ACCOUNTS RECEIVABLE

Accounts receivable consist of restaurant credit card payments still in process.
No allowance for doubtful accounts has been recorded for these receivables as
collection is considered probable. The allowance for doubtful accounts of
$72,265 as of April 3, 2007 is to cover the accounts receivable from
non-restaurant activities.


NOTE 4 - INVENTORY

Inventory has been reviewed for obsolescence and stated at lower of cost or
market as of April 3, 2007, determined on a first in first out basis. During
2005, the Company made a strategic decision to reposition itself as an
entertainment restaurant company, to wind down its SNAP! and Bear Shop
manufacturing and sales operations and to liquidate its remaining inventory. As
a result, all non-restaurant inventory at April 3, 2007 is treated as finished
goods inventory.

During the three months ended April 3, 2007, the Company generated $16,000 in
revenue from the sale of obsolete inventory previously fully reserved for at a
value of $48,000. Accordingly, gross non-restaurant inventory was written down
by $48,000 and a corresponding reduction was made to the obsolescence reserve.
The obsolescence reserve at April 3, 2007 relates solely to non-restaurant
inventory. Restaurant inventory consists of food, beverages and merchandise
available for sale in the restaurant.

Inventory at April 3, 2007:
Finished Goods                                                        $ 304,782
Restaurant                                                               24,146
Less:  obsolescence reserve                                            (247,730)
                                                                      ---------
                                                                       $ 81,198
                                                                      =========


NOTE 5 - PROPERTY AND EQUIPMENT

The cost of property and equipment at April 3, 2007 consisted of the following:


          Computer equipment                             $ 544,922
          Office furniture and equipment                    17,926
          Restaurant Furniture and Fixtures                577,938
          Leasehold improvements                            84,849
          Machinery and equipment                           82,603
                                                         ---------
                                                         1,308,238
          Less accumulated depreciation                   (420,586)
                                                         ---------
                                                         $ 887,652
                                                         =========

Depreciation expense for the three months ended April 3, 2007 and March 31, 2006
was $64,298 and $2,663, respectively.


                                       10



<PAGE>

NOTE 6 - INTANGIBLE ASSETS

The intangible assets as of April 3, 2007 consisted of the following:

                  Liquor License                      $60,000

                  Less: Amortization                   40,000
                                                      -------
                                                      $20,000
                                                      =======

The amortization schedule for the next five years is as follows:

                2007                                  $20,000


NOTE 7 - COMPONENTS OF SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

The major components of selling, general and administrative expenses for the
three months ended April 3, 2007 consisted of the following:

                  Professional fees             $  123,099
                  Rent                              81,729
                  Restaurant operating expenses    157,412
                  Product development               81,980
                  Salary expense                   761,068
                  Employee stock option expense    253,779
                  Other                            199,727
                                                ----------
                                                $1,658,794
                                                ==========

The major components of selling, general and administrative expenses for the
three months ended March 31, 2006 consisted of the following:

                  Professional fees              $  38,179
                  Rent                              30,600
                  Salary expense                   163,819
                  Employee stock option expense    110,034
                  Other                             52,694
                                                 ---------
                                                 $ 395,326
                                                 =========

NOTE 8 - DUE TO RELATED PARTIES

Due to related parties consists of amounts advanced to the Company by certain
related parties, specifically its officers and their family members and
directors of the Company.

Due to related parties outstanding at April 3, 2007 consisted of the following:

Convertible Note payable to Mr. Dennis Nino, brother-in-law of our CEO. This
note is due August 28, 2007, accrues interest at 10%, is secured by our assets,
and is convertible, at the option of Mr. Nino, into the same securities issued
by the Company in (and on the same terms and conditions pari passu with the
investors in) any offering of our securities that results in gross proceeds to
the Company of at least $3,000,000. Upon conversion, Mr. Nino will receive as a
conversion incentive additional securities equal to 20% of the aggregate
principal value plus accrued interest converted.

Principal Amount                                                       $ 50,000

On April 2, 2007, we entered into an agreement with our CFO, Peter Wilkniss,
pursuant to which Mr. Wilkniss agreed to purchase a $25,000 six month
convertible note. We received the $25,000 purchase price for this note on April
10, 2007 and issued the note on that date. The note accrues interest at 10%, is
secured by our assets, and is convertible, at the option of Mr. Wilkniss, into
the same securities issued by the Company in (and on the same terms and
conditions pari passu with the investors in) any offering of our securities that
results in gross proceeds to the Company of at least $3,000,000. Upon
conversion, Mr. Wilkniss will receive as a conversion incentive additional
securities equal to 20% of the aggregate principal value plus accrued interest
converted.

During the three month period ended April 3, 2007, we accrued $416 in interest
on amounts due to related parties and paid $0 in interest on amounts due to
related parties.

During the three months ended April 3, 2007, salary amounting to $67,500 was
paid to employees related to the CEO.


                                       11



<PAGE>

NOTE 9 - NOTES PAYABLE

Notes payable outstanding at April 3, 2007 consisted of the following:

<TABLE>
<S>                                                                                           <C>
Loan payable to the Company's former Vice President of Marketing issued on
various dates in 2004 and 2005, 10% interest secured by inventory and
receivables of the Company, due November 14, 2007. On May 14, 2007, we amended
the terms of this note to: reduce the interest rate from 12% to 10%; extend the
term from February 15, 2007 to November 14, 2007; prohibit prepayments on the
note; and make the principal and accrued interest outstanding under the note
convertible, at the option of the holder, into the same securities issued by the
Company in (and on the same terms and conditions pari passu with the investors
in) any offering of our securities that results in gross proceeds to the Company
of at least $3,000,000. Upon conversion, the holder will receive as a conversion
incentive additional securities equal to 20% of the aggregate principal value
plus accrued interest converted.

This loan was reclassified from "Due to Related Parties" to "Notes Payable" on
the December 31, 2005 balance sheet following the termination of the holder's
employment with the Company and was further reclassified from long term
liabilities to short term liabilities on the January 2, 2007 balance sheet.
Accrued interest of $94,440 outstanding on this note as of April 3, 2007 is
included under accrued expenses on the balance sheet as of April 3, 2007. During
the three month period ended April 3, 2007, we repaid $14,400 of this note in
cash.

Principal Amount                                                                             $   32,885

Convertible Notes in favor of 17 accredited individual investors with maturity
dates ranging from August 12, 2007 to September 30, 2007. The notes accrue
interest at 10%, are secured by our assets, and are convertible, at the option
of the holder, into the same securities issued by the Company in (and on the
same terms and conditions pari passu with the investors in) any offering of our
securities that results in gross proceeds to the Company of at least $3,000,000.
Upon conversion, the holder will receive as a conversion incentive additional
securities equal to 20% of the aggregate principal value plus accrued interest
converted.

Aggregate Principal Amount                                                                      782,000
                                                                                             ----------
Total notes payable                                                                          $  814,885
                                                                                             ==========
</TABLE>

NOTE 10 - EQUITY

Preferred Stock

The Company has authorized 5,000,000 shares of Preferred Stock. The Board of
Directors is authorized to establish, from the authorized shares of Preferred
Stock, one or more classes or series of shares, to designate each such class and
series, and to fix the rights and preferences of each such class and series.
Without limiting the authority of the Board of Directors granted hereby, each
such class or series of Preferred Stock shall have such voting powers (full or
limited or no voting powers), such preferences and relative, participating,
optional or other special rights, and such qualifications, limitations or
restrictions as shall be stated and expressed in the resolution or resolutions
providing for the issue of such class or series of Preferred Stock as may be
adopted from time to time by the Board of Directors prior to the issuance of any
shares thereof. Fully-paid stock of the Company is not liable to any further
call or assessment.

Common Stock

Unless otherwise indicated below, all common stock issuances were valued at the
closing price of the common stock on the date of the relevant event or
agreement.

During the three-month period ended April 3, 2007, the Company:

issued 120,000 shares of common stock valued at $86,490 upon the exercise of
stock options. Out of these, 35,000 shares of common stock valued at $17,500
were issued to employees related to the CEO of the Company;

issued 607,502 shares of common stock valued at $209,588 upon the exercise of
warrants. Out of these, 100,000 shares of common stock valued at $34,500 were
issued to the CFO of the Company and 100,000 shares of common stock valued at
$34,500 were issued to a Director; and

issued 24,480 shares of common stock in exchange for computer consulting
services valued at $53,121.


                                       12



<PAGE>

Shares to be Issued

At April 3, 2007, Shares to be Issued consisted of:

         o        94,914 shares valued at $193,750 to be issued in settlement of
                  accrued employee compensation as of April 3, 2007. Out of
                  these, 59,460 shares valued at $115,750 are to be issued to
                  employees related to the CEO of the company.

         o        25,000 shares valued at $8,625 to be issued upon exercise of
                  warrants at an exercise price of $0.345 per share.

         o        16,635 shares valued at $10,142 remaining unissued in
                  connection with the Company's capital raising transactions in
                  2004. These shares remained unissued at April 3, 2007 for
                  ministerial reasons.


NOTE 11 - STOCK OPTIONS, WARRANTS AND RESTRICTED STOCK AWARDS

The Company adopted SFAS No. 123 (Revised 2004), SHARE BASED PAYMENT ("SFAS No.
123R"), under the modified-prospective transition method on January 1, 2006.
SFAS No. 123R requires companies to measure and recognize the cost of employee
services received in exchange for an award of equity instruments based on the
grant-date fair value. Share-based compensation recognized under the
modified-prospective transition method of SFAS No. 123R includes share-based
compensation based on the grant-date fair value determined in accordance with
the original provisions of SFAS No. 123, ACCOUNTING FOR STOCK-BASED
COMPENSATION, for all share-based payments granted prior to and not yet vested
as of January 1, 2006 and share-based compensation based on the grant-date
fair-value determined in accordance with SFAS No. 123R for all share-based
payments granted after January 1, 2006. SFAS No. 123R eliminates the ability to
account for the award of these instruments under the intrinsic value method
proscribed by Accounting Principles Board ("APB") Opinion No. 25, ACCOUNTING FOR
STOCK ISSUED TO EMPLOYEES, and allowed under the original provisions of SFAS No.
123. Prior to the adoption of SFAS No. 123R, the Company accounted for its stock
option plans using the intrinsic value method in accordance with the provisions
of APB Opinion No. 25 and related interpretations.

Primarily as a result of adopting SFAS No. 123R, the Company recognized $253,779
in share-based compensation expense for the fiscal quarter ended April 3, 2007.
The impact of this share-based compensation expense on the Company's basic and
diluted earnings per share was $0.01 per share. The fair value of our stock
options was estimated using the Black-Scholes option pricing model.

In 2005, the Company's Board of Directors approved the uWink, Inc. 2005 Stock
Incentive Plan (the "2005 Plan"). The 2005 Plan provides for the issuance of up
to 2,000,000 incentive stock options, non-qualified stock options, restricted
stock awards and performance stock awards to employees, officers, directors, and
consultants of the Company. Awards granted under the 2005 Plan vest as
determined by the Board of Directors, provided that no option or restricted
stock award granted under the 2005 Plan may be exercisable prior to six months
from its date of grant and no option granted under the 2005 Plan may be
exercisable after 10 years from its date of grant. As of April 3, 2007, there
are 1,486 shares available for issuance under this plan.

On June 8, 2006, the Company's Board of Directors approved the uWink, Inc. 2006
Equity Incentive Plan (the "2006 Plan"). The 2006 Plan provides for the issuance
of up to 1,000,000 incentive stock options, non-qualified stock options,
restricted and unrestricted stock awards and stock bonuses to employees,
officers, directors, and consultants of the Company. On November, 14, 2006, the
Company's Board of Directors approved an amendment to the 2006 Plan to increase
the number of shares available under the plan by 1,500,000 to a total of
2,500,00. As of April 3, 2007, there are 120,005 shares available for issuance
under this plan.


                                       13



<PAGE>

Awards granted under the 2006 Plan vest as determined by the Board of Directors,
provided that:

       o        no option granted under the 2006 Plan may be exercisable after
                ten years from its date of grant and no ISO granted to a person
                who owns more than ten percent of the total combined voting
                power of all classes of stock of the Company will be exercisable
                after five years from the date of grant; and

       o        an option granted to a participant who is an officer or director
                may become fully exercisable, subject to reasonable conditions
                such as continued employment, at any time or during any period
                established by the Board of Directors.

On February 21, 2007, we issued 10,000 options to an employee at an exercise
price of $1.76 per share. All these options vest in 36 equal monthly
installments with the initial one-sixth vesting after 6 months.

On March 14, 2007, we issued 4,000 options to 2 employees at an exercise price
of $1.19 per share. All these options vest in 36 equal monthly installments with
the initial one-sixth vesting after 6 months.

On March 19, 2007, we issued 30,000 options to an employee at an exercise price
of $1.12 per share. All these options vest in 36 equal monthly installments with
the initial one-sixth vesting after 6 months.

Following is a summary of the stock option activity for the fiscal quarter ended
April 3, 2007:

                                                       Weighted
                                                       Average
                                           Options     Exercise     Aggregate
                                         outstanding    Price    Intrinsic Value
                                         -----------   --------  ---------------
       Outstanding, January 2, 2007       4,699,732     $0.94      $ 6,461,941
       Granted                               44,000     $1.27
       Forfeited                                 --        --
       Exercised                            120,000     $0.72      $    60,000
                                         ----------
       Outstanding, April 3, 2007         4,623,732     $0.95      $ 2,362,611
       Exercisable, April 3, 2007         1,552,058     $0.90      $   933,961


                                       14



<PAGE>

Following is a summary of the status of options outstanding at April 3, 2007:

                               Outstanding Options

                                                Remaining
  Exercise                                     Contractual
    Price                Number                   Life               Exercisable
    -----                ------                   ----               -----------
    $0.26                100,000                  9.35                 22,100
    $0.28                265,000                  9.32                 53,579
    $0.30                370,000                  8.86                122,329
    $0.32                 54,212                  5.62                 54,212
    $0.33                500,000                  9.12                148,858
    $0.36                420,000                  8.31                236,658
    $0.40                165,000                  8.55                 79,712
    $0.43                332,500                  8.41                168,288
    $0.45                100,000                  8.61                 46,393
    $0.55                100,000                  9.40                 20,274
    $0.57                332,500                  8.45                162,854
    $0.60                 70,000                  9.42                 13,680
    $1.12                 30,000                  9.97                      -
    $1.17                350,000                  9.48                 61,689
    $1.19                  4,000                  9.95                      -
    $1.25                  6,584                  7.75                  4,949
    $1.30                200,000                  9.58                      -
    $1.38                 10,000                  7.75                  7,516
    $1.45                 13,751                  7.70                 10,524
    $1.50                 25,000                  9.61                      -
    $1.52                 25,000                  9.53                      -
    $1.60                 10,000                  7.70                  7,653
    $1.76                 10,000                  9.90                      -
    $1.95                600,000                  9.67                      -
    $2.20                170,000                  9.74                      -
    $2.37                 28,516                  5.00                 28,516
    $2.40                162,500                  7.29                147,215
    $2.64                150,000                  7.29                135,890
    $3.16                 19,169                  2.71                 19,169

                       4,623,732                                    1,552,058


For options granted during the three months ended April 3, 2007, the
weighted-average fair value of such options was $1.22.

During the three months ended April 3, 2007 we received $86,490 from the
exercise of 120,000 stock options at a weighted-average exercise price of $0.72
per share.

The total weighted-average remaining contractual term of the options outstanding
at April 3, 2007 is 8.9 years.

The total weighted-average remaining contractual term of the options exercisable
at April 3, 2007 is 8.2 years.

The Company recognized expense of $253,779 for the fair value of the options
vested during the three months ended April 3, 2007.

The total compensation expense not yet recognized relating to unvested options
at April 3, 2007 is $2,810,132 and the weighted average period over which this
expense will be recognized is 2.2 years.

The assumptions used in calculating the fair value of options granted during the
period, using the Black-Scholes option pricing model are as follows:


                                       15



<PAGE>

For the 10,000 options granted on February 21, 2007:

           Risk-free interest rate                                        4.29%
           Expected life of the options                             10.00 years
           Expected volatility                                             117%
           Expected dividend yield                                            0

For the 4,000 options granted on March 14, 2007 and the 30,000 options granted
on March 19, 2007:

           Risk-free interest rate                                        4.29%
           Expected life of the options                             10.00 years
           Expected volatility                                             125%
           Expected dividend yield                                            0


Restricted Stock Awards
-----------------------

Restricted stock awards are grants that entitle the holder to shares of common
stock as the award vests. Our restricted stock awards generally vest in 24 or 36
equal monthly installments, as noted below. The fair value of our restricted
stock awards is estimated using the Black-Scholes option pricing model.

On April 3, 2007, we granted restricted stock awards to our executive officers
and directors totaling 500,000 shares. 200,000 of these shares vest in 36 equal
monthly installments and 300,000 of these shares vest in 24 equal monthly
installments.

Following is a summary of the restricted stock award activity for the three
months ended April 3, 2007.

                                                    Weighted-
                                                     Average
                                                    Grant Date      Aggregate
                                          Shares    Fair Value   Intrinsic value
                                         --------   ----------   ---------------
Non-vested balance January 2, 2007            --        --          $     --
Granted                                   500,000    $1.22
Vested                                        --        --
Forfeited                                     --        --
Non-vested balance April 3, 2007          500,000    $1.22          $610,000


For awards granted during the three months ended April 3, 2007, the
weighted-average fair value of such awards was $1.22.

The total weighted-average remaining contractual term of the awards outstanding
at April 3, 2007 is 2.4 years.

The Company recognized no expense for the fair value of the awards vested during
the three months ended April 3, 2007.

The total compensation expense not yet recognized relating to unvested awards at
April 3, 2007 is $610,000 and the weighted average period over which this
expense will be recognized is 2.4 years.

The assumptions used in calculating the fair value of awards granted during the
period, using the Black-Scholes option pricing model are as follows:

           Risk-free interest rate                                        4.29%
           Expected life of the award                                 2-3 years
           Expected volatility                                             125%
           Expected dividend yield                                            0


                                       16



<PAGE>

Warrants
--------

Following is a summary of the warrant activity for the three months ended April
3, 2007.

                                                  Weighted-
                                                    Average
                                                   Exercise       Aggregate
                                     Warrants       Price      Intrinsic Value
                                    ----------     --------   -----------------
Balance January 2, 2007              7,851,558     $  1.02       $11,840,814
Granted                                     --          --
Exercised                              532,500     $  0.35
Cancelled                              211,232     $  2.37
Balance April 3, 2007                7,107,826     $  1.03       $ 4,629,424

During the three months ended April 3, 2007, the Company issued no warrants.

The Company recognized no expense relating to warrants during the period
presented.

Following is a summary of the status of warrants outstanding at April 3, 2007:


                              Outstanding Warrants
                              --------------------

                                               Average
     Exercise                                 Remaining
       Price                 Number        Contractual Life      Exercisable
     --------                ------        ----------------      -----------

     $0.345               5,290,771             2.17               5,290,771
     $1.50                  400,124             3.12                 400,124
     $1.58                   22,180             0.78                  22,180
     $1.75                   85,000             2.50                  85,000
     $2.00                  245,000             2.05                 245,000
     $2.37                   23,763             0.17                  23,763
     $3.50                  890,988             2.50                 890,988
     $5.00                   50,000             2.00                  50,000
     $7.00                   50,000             2.00                  50,000
     $9.00                   50,000             2.00                  50,000
     -----------------------------------------------------------------------
                          7,107,826                                7,107,826
     -----------------------------------------------------------------------


                                       17



<PAGE>

NOTE 12 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In September 2006, FASB issued SFAS 157 `Fair Value Measurements'. This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This Statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement will change current practice. This Statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. Management is currently
evaluating the effect of this pronouncement on financial statements.

In September 2006, FASB issued SFAS 158 `Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans--an amendment of FASB Statements
No. 87, 88, 106, and 132(R)' This Statement improves financial reporting by
requiring an employer to recognize the overfunded or underfunded status of a
defined benefit postretirement plan (other than a multiemployer plan) as an
asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets
of a not-for-profit organization. This Statement also improves financial
reporting by requiring an employer to measure the funded status of a plan as of
the date of its year-end statement of financial position, with limited
exceptions. An employer with publicly traded equity securities is required to
initially recognize the funded status of a defined benefit postretirement plan
and to provide the required disclosures as of the end of the fiscal year ending
after December 15, 2006. An employer without publicly traded equity securities
is required to recognize the funded status of a defined benefit postretirement
plan and to provide the required disclosures as of the end of the fiscal year
ending after June 15, 2007. However, an employer without publicly traded equity
securities is required to disclose the following information in the notes to
financial statements for a fiscal year ending after December 15, 2006, but
before June 16, 2007, unless it has applied the recognition provisions of this
Statement in preparing those financial statements:

a. A brief description of the provisions of this Statement

b. The date that adoption is required

c. The date the employer plans to adopt the recognition provisions of this
Statement, if earlier.

The requirement to measure plan assets and benefit obligations as of the date of
the employer's fiscal year-end statement of financial position is effective for
fiscal years ending after December 15, 2008. Management is currently evaluating
the effect of this pronouncement on financial statements.

In February 2007 the FASB issued SFAS 159, "The Fair Value Option for Financial
Assets and Financial Liabilities--Including an amendment of FASB Statement No.
115." The statement permits entities to choose to measure many financial
instruments and certain other items at fair value. The objective is to improve
financial reporting by providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. The statement is effective as of the beginning of an entity's first
fiscal year that begins after November 15, 2007. Management is currently
evaluating the effect of this pronouncement on financial statements.


                                       18



<PAGE>

NOTE 13 - COMMITMENTS AND CONTINGENCIES

Litigation

In the ordinary course of business, the Company is generally subject to claims,
complaints, and legal actions. As of April 3, 2007, management believes that the
Company is not a party to any action which would have a material impact on its
financial condition, operations, or cash flows.

Leases

Effective June 1, 2006, we entered into a lease agreement relating to our new
corporate offices at 16106 Hart Street, Van Nuys, California 91406. This
property consists of approximately 2,200 square feet of office and warehouse
space at the base rental rate of $2,300 per month.

Effective as of April 10, 2006, we secured an approximately 10 year lease on the
planned location for our first uWink restaurant in Woodland Hills, California,
located at 6100 Topanga Canyon Boulevard, Woodland Hills, California 91367. The
underlying lease agreement between Nolan Bushnell, our CEO, in his personal
capacity, and Promenade LP, the landlord, is as of February 3, 2006. Effective
as of April 10, 2006, the Company, Mr. Bushnell and Promenade L.P. entered into
an assignment agreement pursuant to which Mr. Bushnell assigned his rights under
the lease to the Company (but without relieving Mr. Bushnell of his liability
for the performance of the lease). In connection with this assignment, we agreed
with Mr. Bushnell that, should we fail to perform under the lease and Mr.
Bushnell become obligated under the lease as a result, Mr. Bushnell will have
the right to operate the leased premises in order to satisfy his obligations
under the lease.

This location consists of 5,340 square feet. The minimum annual rent payments
under the lease are $176,220 from rental commencement through January 31, 2009;
$181,507 from February 1, 2009 to January 31, 2010; $186,952 from February 1,
2010 to January 31, 2011; $192,560 from February 1, 2011 to January 31, 2012;
$198,337 from February 1, 2012 to January 31, 2013; $204,287 from February 1,
2013 to January 31, 2014; $210,416 from February 1, 2014 to January 31, 2015;
and $216,728 from February 1, 2015 to January 31, 2016.

If our gross sales from this location exceed certain annual thresholds, we are
obligated to pay additional percentage rent over and above the minimum annual
rent described above. Our percentage rent obligation is equal to 5% of gross
sales in excess of the following thresholds:

         Rental commencement to January 31, 2009: $3,524,400;
         February 1, 2009 to January 31, 2010: $3,630,132;
         February 1, 2010 to January 31, 2011: $3,739,036;
         February 1, 2011 to January 31, 2012: $3,851,207;
         February 1, 2012 to January 31, 2013: $3,966,743;
         February 1, 2013 to January 31, 2014: $4,085,745;
         February 1, 2014 to January 31, 2015: $4,208,318; and
         February 1, 2015 to January 31, 2016: $4,334,567.

Our obligation to pay rent under this lease commenced on October 5, 2006.

Total rent expense for the three months ended April 3, 2007 was $81,729. Total
rent expense for the three months ended March 31, 2006 was $30,600.


                                       19



<PAGE>

Licensing Agreements

Effective September 15, 2006, we entered into a license agreement with SNAP
Leisure LLC, a company owned and operated by our former Vice President of
Marketing. Pursuant to this agreement, we licensed our SNAP intellectual
property, including the games featured on SNAP in the form they currently run on
SNAP (we have made significant enhancements to our games for display in our
restaurant and SNAP Leisure LLC has no right to those enhancements or any future
enhancements or new games we develop), to SNAP Leisure LLC for use in the "pay
to play" amusements market worldwide (the "pay to play" amusements market is
generally considered to be the coin operated video game machine market). The
agreement provides that we are to receive royalties calculated per SNAP machine
sold ($200 royalty per machine for the first 300 machines sold; $80 per machine
royalty for the next 700 machines sold; and $50 per machine royalty for any
additional machines sold thereafter). The agreement further provides that SNAP
Leisure LLC cannot affix the name "uWink" to any new product sold under the
license following the first anniversary of the agreement and must remove all
references to uWink from all products sold under the agreement within a 5 year
period. We have no obligation to provide any support or software maintenance,
upgrades or enhancements under this agreement.

On January 26, 2007, we entered into an Inventory Purchase Agreement, a License
Agreement and a Non-Competition Agreement with Interactive Vending Corporation
("IVC"). Pursuant to these agreements, we agreed to sell our remaining Bear Shop
machine inventory (at $2,000 per complete machine, payable in 2 installments)
and accessories inventory (at our cost) to IVC. In addition, we granted IVC an
exclusive, worldwide license to our Bear Shop intellectual property (excluding
any intellectual property relating to the name "uWink" or any derivation
thereof), including US Patent # 6,957,125,(except that we retain the right of
use in the restaurant industry subject to the limitations in the Non-Competition
Agreement) in exchange for royalties based on the revenue generated by IVC from
the licensed intellectual property, ranging from 5% of revenue in the first year
of the agreement to 3% of revenue in years seven, eight, nine and ten of the
agreement. We have no obligation to provide any support or software maintenance,
upgrades or enhancements under these agreements. We also entered into a
Non-Competition Agreement with IVC, pursuant to which we agreed not to engage in
the business of interactive vending, other than in the restaurant industry to
the extent the interactive vending is integrated into the operations of the
restaurant, for as long as IVC is obligated to make royalty payments under the
License Agreement.


NOTE 14 - SUBSEQUENT EVENTS

On April 2, 2007, we entered into an agreement with our CFO, Peter Wilkniss,
pursuant to which Mr. Wilkniss agreed to purchase a $25,000 six month
convertible note. We received the $25,000 purchase price for this note on April
10, 2007 and issued the note on that date. The note accrues interest at 10%, is
secured by our assets, and is convertible, at the option of Mr. Wilkniss, into
the same securities issued by the Company in (and on the same terms and
conditions pari passu with the investors in) any offering of our securities that
results in gross proceeds to the Company of at least $3,000,000. Upon
conversion, Mr. Wilkniss will receive as a conversion incentive additional
securities equal to 20% of the aggregate principal value plus accrued interest
converted.



                                       20



<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

PLAN OF OPERATION - UWINK RESTAURANT

         We are currently operating and continuing to develop an entertainment
restaurant concept called uWink. We opened our first uWink restaurant in the
Westfield Promenade Shopping Center in Woodland Hills, California (Los Angeles
area) on October 16, 2006. We have secured an approximately 10 year lease on
this location.

         We spent approximately $1,000,000 to build out and equip the Woodland
Hills location for our first restaurant, including approximately $400,000 on
leasehold improvements; $375,000 on technology, furniture and fixtures; $180,000
on certain "pre-opening" expenses (including staffing, staff training and menu
development costs and initial inventory); and $75,000 on licenses.

         To staff the restaurant, we have hired an executive chef, 6 managers
and 64 full time and part time non-managerial restaurant staff.

         Our near term strategy is to prove our concept at the Woodland Hills
location and subsequently seek to open 3 to 6 additional company-owned and/or
managed restaurants within the next 6 to 12 months.

         On May 1, 2007, we announced the signing of a letter of intent to open
a new restaurant location at the Promenade at Howard Hughes Center in Los
Angeles, California. On May 7, 2007, we announced the signing of a letter of
intent to open a new restaurant location at the Hollywood & Highland Center in
Hollywood, California. Both these transactions remain subject to the execution
of a definitive lease agreement. Assuming prompt execution of the definitive
lease agreements for these locations, we expect both locations to be open by
early 2008. In order for us to open these new locations, as well as additional
company-owned restaurants, in furtherance of our growth plans, we will, in all
likelihood, need to raise additional capital.

         As of the date of this report, we do not have any material commitments
for capital expenditures.

         Our longer term growth strategy is to open additional company-owned
and/or company-managed restaurants in new markets and to franchise our concept,
focusing on multiple-unit area development agreements with experienced
operators. We are targeting a mix of one-third company-owned restaurants and
two-thirds franchised restaurants. We expect we will also seek to generate
additional revenue through the sale of media equipment to franchisees.

         We expect that we can currently satisfy our cash requirements for the
next 2 to 3 months. We expect to need to raise additional amounts of capital
through the sale of our equity or debt securities within the next 2 to 3 months
because we do not expect to have sufficient funds remaining following completion
of the build out to fund our corporate overhead and expenses and growth; and we
do not expect the cash flow from our first restaurant location to be sufficient
to cover our corporate overhead and expenses and growth. As of the date of this
report, we have no commitments for the sale of our securities nor can we assure
you that such funds will be available on commercially reasonable terms, if at
all. Should we be unable to raise the required funds, our ability to finance our
operations and growth will be materially adversely affected.


                                       21

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS

GENERAL

         The following discussion and analysis should be read in conjunction
with our consolidated financial statements and related footnotes for the fiscal
year ended January 2, 2007 included in our Annual Report on Form 10-KSB. The
discussion of results, causes and trends should not be construed to imply any
conclusion that such results or trends will necessarily continue in the future.

OVERVIEW

         We are a digital entertainment company, based in Los Angeles,
California, that designs and develops interactive entertainment software and
platforms for restaurants, bars, and mobile devices. Over several years of
operation, we have invested substantial time and capital in the development of
over 70 short-form video games (uWink Game Library) and our SNAP! countertop
game machine and Bear Shop entertainment vending product.

         From 2003-2006, we largely derived our revenue from the sale of SNAP!
countertop game platforms (and its predecessor platforms) and the Bear Shop
entertainment vending machine, related clothing, and software licensing fees.

         Our entertainment vending platform, Bear Shop, offers animated point of
purchase vending. The Bear Shop product allows customers to pick outfits and
accessories for a plush/stuffed bear using an interactive touch screen resulting
in thousands of combinations. The foundation of the Bear Shop product is an
interactive entertainment-vending platform that we believe can be leveraged to
create various vending machine products.

         We have made a strategic decision to reposition ourselves as an
entertainment restaurant company. As a result, we wound down our SNAP! and Bear
Shop manufacturing and sales operations and we decided not to enter the 2006 or
2007 marketing cycle of tradeshows and advertising for SNAP! and Bear Shop. This
decision also allowed us to liquidate inventory and product-related receivables.
Given our perception of the market opportunity in combining dining with short
form, social video gaming/entertainment and our management team's experience in
the digital entertainment and restaurant industries, we believe that the
restaurant project is the most cost effective way to monetize our investment in
technology. As a result, we have licensed our SNAP! and the Bear Shop
intellectual property to third party manufacturers in exchange for licensing
fees.

         Going forward, our strategy is to leverage our network and
entertainment software assets, including the uWink Game Library, to develop and
operate an interactive entertainment restaurant concept called uWink. The uWink
concept is designed to allow customers to order food, drinks, games from the
uWink Game Library and other digital media at the table through touch screen
terminals. This concept integrates food and our interactive entertainment
software to provide what we believe to be a new entertainment dining experience.

         We believe that the software platforms and touch screen terminals we
have developed, and are continuing to develop, for our restaurant concept can be
deployed in other restaurants, bars and mobile devices. While we have no current
plans to do so, we may in the future seek opportunities to employ these assets
in some or all of these other venues.


                                       22

<PAGE>

         We are aiming our concept to compete in the "fast-casual dining"
segment of the restaurant market. We believe we combine some of the best
elements of the fast-casual dining market, including freshly prepared food with
generous portions at attractive price points and quick turnaround times, with
our innovative touch screen ordering and entertainment to create a new
experience for fast-casual dining patrons.

         We opened our first uWink restaurant in Woodland Hills, California in
the Westfield Promenade Shopping Center at 6100 Topanga Canyon Boulevard,
Woodland Hills, California 91367 on October 16, 2006.

         BASIS OF PRESENTATION

         In 2006, with the commencement of restaurant operations, we adopted a
52/53-week fiscal year ending on the Tuesday closest to December 31st, and
fiscal quarters ending on the Tuesday closest to March 31, June 30 and September
30, as applicable, for financial reporting purposes. As a result, our 2006
fiscal year ended on January 2, 2007 and our fiscal first quarter 2007 ended on
April 3, 2007. For purposes of the following discussion, the three month periods
ended April 3, 2007 and March 31, 2006 are sometimes referred to as fiscal
quarters.

         The accompanying consolidated financial statements, included elsewhere
in this Quarterly Report on Form 10-QSB, have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation as a going concern. We have incurred a net loss of
$1,291,546 for the three months ended April 3, 2007, and as of April 3, 2007, we
had an accumulated deficit of $36,425,161. These conditions raise substantial
doubt as to our ability to continue as a going concern. The consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. The consolidated financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts, or amounts and classification of liabilities that might
be necessary should we be unable to continue as a going concern.

RESULTS OF OPERATIONS

         Fiscal first quarter 2007 compared with fiscal first quarter 2006.

         Net sales for the three months ended April 3, 2007 increased by
$528,529 (1,050%) to $578,876, from $50,347 for the three months ended March 31,
2006. In 2006, we wound down our SNAP! and Bear Shop manufacturing and sales
operations and repositioned ourselves as an entertainment restaurant company.
Revenue from our first restaurant, which opened on October 16, 2006, amounted to
$557,907 (96% of total first quarter 2007 revenue) for the three months ended
April 3, 2007. There was no revenue associated with our entertainment restaurant
operations for the three months ended March 31, 2006. The other first quarter
2007 revenue of $20,969 was generated through the liquidation of part of our
remaining SNAP! and Bear Shop inventories. First quarter 2006 revenue reflects
the liquidation of part of our remaining SNAP! and Bear Shop inventories. In
addition, we generated licensing revenue of $10,000 (20% of total revenue) in
the first three months of 2006 from the licensing of some of our games to
Mondobox LLC.


                                       23

<PAGE>

         Cost of sales for the first quarter of 2007 totaled $198,128, compared
to $34,168 for the first quarter of 2006, representing an increase of $163,960
(480%). Cost of sales for our restaurant amounted to $195,903 (35% of restaurant
revenue) in the three months ending April 3, 2007. As our restaurant
matures and we continue to optimize our menu and menu cost structure and
generate a greater percentage of media revenue, we expect that our restaurant
cost of sales will drop to the 23%-27% (of restaurant revenue) range.

         Non-restaurant cost of sales amounted to $2,225 for the first quarter
of 2007, as compared to $34,168 for the first quarter of 2006. The decrease in
non-restaurant cost of sales is attributable to lower SNAP! and Bear Shop sales
volume resulting from our decision to wind down our SNAP! and Bear Shop
operations. In addition, we sold 16 Bear Shop machines in the first quarter of
2007 for $16,000. There was no cost of sales associated with these machines, as
they had been fully reserved for in prior periods. As a result, our
non-restaurant gross margin was 89% for the first quarter of 2007, as compared
to 32% for the first quarter of 2006.

         Selling, general and administrative expenses for the three months ended
April 3, 2007 totaled $1,658,794, compared to $395,326 for the three months
ended March 31, 2006, representing an increase of $1,263,468 (320%).

         The increase in SG&A is attributable to $496,469 of restaurant SG&A in
2007 (including restaurant salary and benefits expense of $339,057), higher
corporate salary expense ($422,011 in 2007 as compared to $163,819 in 2006),
increased engineering consulting expense ($81,980 in 2007 versus $6,651 in
2006), higher legal and accounting expense ($123,099 in 2007 versus $38,179 in
2006) and higher nominal stock option expense in 2007 resulting from the
continued amortization of fair value expense of options issued prior to 2007,
coupled with the recording of expense relating to the increased issuance of
employee options in 2006 ($253,779 of expense for the first quarter of 2007
versus $110,034 of expense for the first quarter of 2006).

         As a result, our loss from operations for the three months ended April
3, 2007 was $1,278,046, compared to a loss of $379,147 for the three months
ended March 31, 2006, representing an increase of $898,899 (237%).

         Total other expense for the first quarter of 2007 was $12,031, compared
to $530,192 for the first quarter of 2006, representing a decrease of $518,161
(98%). This decrease was primarily attributable to the non-recurrence in 2007 of
$500,444 of expense relating to the issuance of financing warrants in the first
quarter of 2006.

         As a result, our net loss for the first quarter of 2007 totaled
$1,291,456, compared to a net loss of $909,339 for the first quarter of 2006,
representing an increase of $382,117 (42%).


                                       24

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         As of April 3, 2007, our cash position was $105,067 and we had negative
working capital of $1,980,047. Working capital represents our current assets
minus our current liabilities and is related to our ability to pay short term
debt as it becomes due.

         On April 2, 2007, we completed the sale of $857,000 of convertible
promissory notes to 19 accredited individual investors, including our CFO and
the brother-in-law of our CEO ($25,000 of these proceeds were received from our
CFO on April 10, 2007 and accordingly we issued the $25,000 note in favor of our
CFO on that date). The notes have a six month term, accrue interest at 10% and
are secured by the assets of the Company. The notes are convertible, at the
option of the holder, into the same securities issued by us in (and on the same
terms and conditions pari passu with the investors in) any offering of our
securities that results in gross proceeds to us of at least $3,000,000. Upon
conversion, the holder is entitled to receive, as a conversion incentive,
additional securities equal to 20% of the aggregate principal value plus accrued
interest converted.

         Our debt at April 3, 2007 consisted of the following:

         A $32,885 loan payable to the Company's former Vice President of
Marketing issued on various dates in 2004 and 2005, 10% interest secured by
inventory and receivables of the Company, due November 14, 2007. On May 14,
2007, we amended the terms of this note to: reduce the interest rate from 12% to
10%; extend the term from February 15, 2007 to November 14, 2007; prohibit
prepayments on the note; and make the principal and accrued interest outstanding
under the note convertible, at the option of the holder, into the same
securities issued by the Company in (and on the same terms and conditions pari
passu with the investors in) any offering of our securities that results in
gross proceeds to the Company of at least $3,000,000. Upon conversion, the
holder will receive as a conversion incentive additional securities equal to 20%
of the aggregate principal value plus accrued interest converted. Accrued
interest of $94,440 outstanding on this note as of April 3, 2007 is included
under accrued expenses on the balance sheet as of April 3, 2007. During the
three month period ended April 3, 2007, we repaid $14,400 of this note in cash.

         $782,000 in Convertible Notes in favor of 17 accredited individual
investors with maturity dates ranging from August 12, 2007 to September 30,
2007. The notes accrue interest at 10%, are secured by our assets, and are
convertible, at the option of the holder, into the same securities issued by the
Company in (and on the same terms and conditions pari passu with the investors
in) any offering of our securities that results in gross proceeds to the Company
of at least $3,000,000. Upon conversion, the holder will receive as a conversion
incentive additional securities equal to 20% of the aggregate principal value
plus accrued interest converted.

         A $50,000 Convertible Note payable to Mr. Dennis Nino, brother-in-law
of our CEO. This note is due August 28, 2007, accrues interest at 10%, is
secured by our assets, and is convertible, at the option of Mr. Nino, into the
same securities issued by the Company in (and on the same terms and conditions
pari passu with the investors in) any offering of our securities that results in
gross proceeds to the Company of at least $3,000,000. Upon conversion, Mr. Nino
will receive as a conversion incentive additional securities equal to 20% of the
aggregate principal value plus accrued interest converted.


                                       25

<PAGE>

         On April 2, 2007, we entered into an agreement with our CFO, Peter
Wilkniss, pursuant to which Mr. Wilkniss agreed to purchase a $25,000 six month
convertible note. We received the $25,000 purchase price for this note on April
10, 2007 and issued the note on that date. The note accrues interest at 10%, is
secured by our assets, and is convertible, at the option of Mr. Wilkniss, into
the same securities issued by the Company in (and on the same terms and
conditions pari passu with the investors in) any offering of our securities that
results in gross proceeds to the Company of at least $3,000,000. Upon
conversion, Mr. Wilkniss will receive as a conversion incentive additional
securities equal to 20% of the aggregate principal value plus accrued interest
converted.

         As of the date of this report, we are not in default on any material
debt obligation. We have filed as exhibits with the SEC all of our material
financing arrangements.

CASH POSITION AND SOURCES AND USES OF CASH

         Our cash and cash equivalents position as of April 3, 2007 was
$105,067.

         On April 2, 2007, we completed the sale of $857,000 of convertible
promissory notes to 19 accredited individual investors ($25,000 of these
proceeds were received on April 10, 2007). We are using the proceeds from this
transaction for working capital purposes.

         During the three months ended April 3, 2007, net cash used in
operations was $969,390, compared to a use of cash of $254,660 for the three
months ended March 31, 2006.

         Our major uses of cash in operations in the first quarter of 2007 were
to pay cash employee compensation and benefits of approximately $700,000, cash
non-salary restaurant operating expenses of approximately $150,000 and cash rent
expense of $81,908. The non-cash transactions that reduced cash used in
operations relative to our net loss included: $253,779 of non-cash expense
relating to employee stock options, and an increase in our accrued payroll of
$51,121.

         Our major uses of cash in operations in the first quarter of 2006 were
to pay cash employee compensation of approximately $83,000 and cash rent expense
of approximately $30,600. The non-cash transactions that reduced cash used in
operations relative to our net loss included: $500,444 of non-cash expense
related to the expensing of the fair value of financing warrants issued in the
first quarter of 2006; $110,034 of non-cash expense relating to employee stock
options, and an increase in our accrued payroll of $80,551.

         During the three months ended April 3, 2007, we used $59,833 in our
investing activities, largely related to equipping the outside patio area of the
restaurant. During the three months ended March 31, 2006, we used $5,000 in our
investing activities.


                                       26

<PAGE>

         During the three months ended April 3, 2007, our financing activities
provided cash in the amount of $1,079,283, as compared to providing cash of
$1,301,102 for the three months ended March 31, 2006. Net proceeds from debt
issuance amounted to $809,080 in the first quarter of 2007, largely due to the
sale of $832,000 convertible notes to 18 investors (including $50,000 from the
brother-in-law of our CEO), as compared to net repayment of $117,000 in the
first quarter of 2006. In addition, we received cash proceeds of $270,203 from
the exercise of warrants and options in the first quarter of 2007. We received
no proceeds from the issuance of common stock to investors in the first quarter
of 2007, compared to net proceeds of $1,418,102 in the first quarter of 2006.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         Our discussion and analysis of our consolidated financial condition and
results of operations are based upon our consolidated financials statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these consolidated
financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosures of contingent assets and liabilities. On an ongoing basis, we
evaluate our estimates, including those related to allowance for doubtful
accounts, inventory reserves, and value of our stock and options/warrants issued
for services. We base our estimates on historical experience and on various
other assumptions that we believe to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying value of
assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or
conditions; however, we believe that our estimates, including those for the
above-described items, are reasonable.

         SOFTWARE DEVELOPMENT COSTS

         Software development costs related to computer games and network and
terminal operating systems developed by the Company are capitalized in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 86,
"Accounting for the Cost of Computer Software to be Sold, Leased, or Otherwise
Marketed." Capitalization of software development costs begins upon the
establishment of technological feasibility and is discontinued when the product
is available for sale. When the software is a component part of a product,
capitalization begins with the product reaches technological feasibility. The
establishment of technological feasibility and the ongoing assessment for
recoverability of capitalized software development costs require considerable
judgment by management with respect to the completion of all planning,
designing, coding and testing activities necessary to establish that the product
can be produced to meet its design specifications and certain external factors
including, but not limited to, anticipated future gross revenues, estimated
economic life, and changes in software and hardware technologies. Capitalized
software development costs are comprised primarily of salaries and direct
payroll related costs and the purchase of existing software to be used in the
Company's products.

         Amortization of capitalized software development costs is provided on a
product-by-product basis on the straight-line method over the estimated economic
life of the products (not to exceed three years). Management periodically
compares estimated net realizable value by product with the amount of software
development costs capitalized for that product to ensure the amount capitalized
is not in excess of the amount to be recovered through revenues. Any such excess
of capitalized software development costs to expected net realizable value is
expensed at that time.


                                       27

<PAGE>

         REVENUE RECOGNITION

         We recognize revenue related to software licenses in compliance with
the American Institute of Certified Public Accountants ("AICPA") Statement of
Position No. 97-2, "Software Revenue Recognition." Revenue is recognized when
the Company delivers its touch screen pay-for-play game terminals to its
customer and the Company believes that persuasive evidence of an arrangement
exits, the fees are fixed or determinable, and collectibility of payment is
probable. Included with the purchase of the touch screen terminals are licenses
to use the games loaded on the terminals. The licenses for the games are in
perpetuity, the Company has no obligation to provide upgrades or enhancements to
the customer, and the customer has no right to any other future deliverables.
The Company delivers the requested terminals for a fixed price either under
agreements with customers or pursuant to purchase orders received from
customers.

         The Company does not have any contractual obligations to provide post
sale support of its products. The Company does provide such support on a case by
case basis and the costs of providing such support are expensed as incurred. We
earned no revenue from post sale support during the periods presented.

         Restaurant revenue from food, beverage and merchandise sales is
recognized when payment is tendered at the point of sale. Revenue from the sale
of gift cards is deferred and recognized upon redemption.

FORWARD-LOOKING STATEMENTS

         In this report we make a number of statements, referred to as
"FORWARD-LOOKING STATEMENTS", which are intended to convey our expectations or
predictions regarding the occurrence of possible future events or the existence
of trends and factors that may impact our future plans and operating results.
These forward-looking statements are derived, in part, from various assumptions
and analyses we have made in the context of our current business plan and
information currently available to us and in light of our experience and
perceptions of historical trends, current conditions and expected future
developments and other factors we believe to be appropriate in the
circumstances. You can generally identify forward-looking statements through
words and phrases such as "SEEK", "ANTICIPATE", "BELIEVE", "ESTIMATE", "EXPECT",
"INTEND", "PLAN", "BUDGET", "PROJECT", "MAY BE", "MAY CONTINUE", "MAY LIKELY
RESULT", and similar expressions. When reading any forward looking statement you
should remain mindful that all forward-looking statements are inherently
uncertain as they are based on current expectations and assumptions concerning
future events or future performance of our company, and that actual results or
developments may vary substantially from those expected as expressed in or
implied by that statement for a number of reasons or factors, including those
relating to:

         o        whether or not markets for our products and services develop
                  and, if they do develop, the pace at which they develop;

         o        our ability to attract the qualified personnel to implement
                  our growth strategies;

         o        the accuracy of our estimates and projections;

         o        our ability to fund our short-term and long-term financing
                  needs;

         o        changes in our business plan and corporate strategies; and

         o        other risks and uncertainties discussed in greater detail
                  under "Risk Factors" in our Annual Report on Form 10-KSB for
                  the fiscal year ended January 2, 2007.


                                       28

<PAGE>

         Each forward-looking statement should be read in context with, and with
an understanding of, the various other disclosures concerning our company and
our business made elsewhere in this report as well as other pubic reports filed
with the United States Securities and Exchange Commission. You should not place
undue reliance on any forward-looking statement as a prediction of actual
results or developments. We are not obligated to update or revise any
forward-looking statement contained in this report to reflect new events or
circumstances unless and to the extent required by applicable law.


ITEM 3.    CONTROLS AND PROCEDURES

         Under the supervision and with the participation of its senior
management, including the Chief Executive Officer, the Company conducted an
evaluation of the effectiveness of the design and operation of its disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act, as of the end of the period covered by this report (the
"Evaluation Date"). Based on this evaluation, the Company's CEO concluded as of
the Evaluation Date that the Company's disclosure controls and procedures were
effective.

         Limitations on Controls

         Management does not expect that our disclosure controls and procedures
or our internal control over financial reporting will prevent or detect all
error and fraud. Any control system, no matter how well designed and operated,
is based upon certain assumptions and can provide only reasonable, not absolute,
assurance that its objectives will be met. Further, no evaluation of controls
can provide absolute assurance that misstatements due to error or fraud will not
occur or that all control issues and instances of fraud, if any, within the
Company have been detected.


                                       29



<PAGE>

PART II.   OTHER INFORMATION


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         During the three months ended April 3, 2007, we sold or issued
unregistered shares of our equity securities in the following transactions:

         On April 2, 2007, we completed the sale of $857,000 of convertible
promissory notes to 19 accredited individual investors ($25,000 of these
proceeds were received on April 10, 2007). The notes have a six month term,
accrue interest at 10% and are secured by the assets of the Company. The notes
are convertible, at the option of the holder, into the same securities issued by
the Company in (and on the same terms and conditions pari passu with the
investors in) any offering of its securities that results in gross proceeds to
the Company of at least $3,000,000. Upon conversion, the holder is entitled to
receive, as a conversion incentive, additional securities equal to 20% of the
aggregate principal value plus accrued interest converted. These issuances were
made pursuant to the exemption from registration provided by SEC Rule 506
promulgated under Regulation D of the Securities Act of 1933. We are using the
net proceeds from this transaction for working capital purposes.


ITEM 6.  EXHIBITS

(a) Exhibits

      REGULATION
      S-B NUMBER                          EXHIBIT
      ----------                          -------

         4.1      Form of Convertible Promissory Note, dated March 2007
                  (incorporated by reference to our Current Report on Form 8-K
                  filed on April 2, 2007).

         31.1     Rule 13a-14(a) Certification of Chief Executive Officer.*

         31.2     Rule 13a-14(a) Certification of Chief Financial Officer and
                  Chief Accounting Officer.*

         32.1     Certification of Chief Executive Officer pursuant to 18 U.S.C.
                  Section 1350, as Adopted Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.*

         32.2     Certification of Chief Financial Officer and Chief Accounting
                  Officer pursuant to 18 U.S.C. Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

*Filed herewith.


                                       30



<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                  UWINK, INC.


May 15, 2007                                      By:  /s/ NOLAN K. BUSHNELL
                                                       ------------------------
                                                       Nolan K. Bushnell
                                                       Chief Executive Officer


                                                  By:  /s/ PETER F. WILKNISS
                                                       ------------------------
                                                       Peter F. Wilkniss
                                                       Chief Financial Officer
                                                       Chief Accounting Officer


                                       31