<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 MARCH 31, 2005

[ ]      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.)

                  12536 BEATRICE, LOS ANGELES, CALIFORNIA 90066
                    (Address of principal executive offices)

                            (310) 827-6900 (Issuer's
                                telephone number)

                                       N/A
             (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 [ ]

      The number of shares of common stock outstanding as of April 20, 2005
                                 was 11,737,906

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





<PAGE>


                                   UWINK, INC.
                                      INDEX

                                                                          Page
                                                                         Number
                                                                         ------

PART I.    FINANCIAL INFORMATION                                            2

Item 1.    Financial Statements                                             2

           Consolidated Balance Sheet as of March 31, 2005
           (unaudited) and December 31, 2004                                2

           Consolidated Statements of Operations for the
           three months ended March 31, 2005 and 2004 (unaudited)           3

           Consolidated Statements of Cash Flows for the
           three months ended March 31, 2005 and 2004 (unaudited)           4

           Notes to Consolidated Financial Statements (unaudited)           5

Item 2.    Management's Discussion and Analysis or Plan of Operations      11

Item 3.    Controls and Procedures                                         15

PART II.   OTHER INFORMATION                                               16


Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds     16


Item 6.    Exhibits                                                        17

SIGNATURES                                                                 17


                                        1




<PAGE>


PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

<TABLE>
                                   UWINK, INC. AND SUBSIDIARY

<CAPTION>
                                   CONSOLIDATED BALANCE SHEET


                                                                  March          December
                                                                 31, 2005        31, 2004
                                                               -------------   -------------
                                                               (unaudited)
                                     ASSETS

<S>                                                            <C>             <C>
CURRENT ASSETS
     Cash and cash equivalents                                 $    153,888    $     58,307
     Account receivable, net of allowance for doubtful
       accounts of $269,226 and $140,630, respectively              242,572         659,751
     Inventory, net of obsolescence reserve of
        $370,400 and $370,400, respectively                         475,339         480,447
     Deposits - inventory                                           320,159         353,193
     Deposits - Gameworks                                                --         615,000
     Prepaid expenses and other current assets                       37,913          72,890

                                                               -------------   -------------
TOTAL CURRENT ASSETS                                              1,229,871       2,239,588

PROPERTY AND EQUIPMENT, net of accumulated
     $400,478, respectively                                         138,486         151,450
CAPITALIZED SOFTWARE DEVELOPMENT COSTS, net of accumulated
     amortization of $853,556 and $830,617, respectively            202,348         225,289

                                                               -------------   -------------
TOTAL ASSETS                                                   $  1,570,705    $  2,616,327
                                                               =============   =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                          $    919,698    $    821,996
     Accrued expenses                                               103,187         128,477
     Accrued payroll and related benefits                            21,644          80,420
     Due to related parties                                         390,139         417,139
     Bridge loan payable                                                 --         615,000
     Convertible note payable, net of discounts of $206,253
        and $46,106, respectively                                    75,001         168,750
     Unearned revenue                                                75,000         100,000

                                                               -------------   -------------
TOTAL CURRENT LIABILITIES                                         1,584,669       2,331,782
                                                               -------------   -------------

STOCKHOLDERS' (DEFICIT) EQUITY
     Common stock, $0.001 par value; 50,000,000 shares
       authorized; 11,737,906 and 10,737,051 shares
       issued and outstanding, respectively                          11,740          10,736
     Additional paid-in capital                                  21,855,205      20,814,442
     Deferred compensation                                         (178,240)             --
     Accumulated deficit                                        (21,702,669)    (20,540,633)

                                                               -------------   -------------
TOTAL STOCKHOLDERS' (DEFICIT)  EQUITY                               (13,964)         284,545
                                                               -------------   -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT EQUITY             $  1,570,705    $  2,616,327
                                                               =============   =============

                                               2


<PAGE>

                           UWINK, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                           THREE MONTHS ENDED
                                                     -----------------------------
                                                         MARCH           MARCH
                                                       31, 2005        31, 2004
                                                     -------------   -------------
                                                     (UNAUDITED)      (UNAUDITED)

NET SALES                                            $    243,221    $    335,727

COST OF SALES                                             186,124         225,177

                                                     -------------   -------------
GROSS PROFIT                                               57,097         110,550
                                                     -------------   -------------

OPERATING EXPENSES
      Selling, general and administrative expenses      1,145,781         776,381
      Research and development                                 --         134,954

                                                     -------------   -------------
TOTAL OPERATING EXPENSES                                1,145,781         911,335
                                                     -------------   -------------

LOSS FROM OPERATIONS                                   (1,088,684)       (800,785)
                                                     -------------   -------------

OTHER INCOME (EXPENSE)
      Other income                                            267             129
      Debt discount expense                               (56,251)        (31,079)
      Nominal stock option expense                         43,305              --
      Gain on settlement of debt                            9,727         142,673
      Interest expense                                    (70,400)         (8,452)

                                                     ------------    ------------
TOTAL OTHER INCOME (EXPENSE)                              (73,352)        103,271
                                                     -------------   -------------

LOSS BEFORE PROVISION FOR INCOME TAXES                 (1,162,036)       (697,514)

PROVISION FOR INCOME TAXES                                     --              --
                                                     -------------   -------------

NET LOSS                                               (1,162,036)       (697,514)

                                                     -------------   -------------
NET LOSS ATTRIBUTED TO COMMON STOCKHOLDERS           $ (1,162,036)   $   (697,514)
                                                     =============   =============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED        $      (0.10)   $      (0.08)
                                                     =============   =============

WEIGHTED AVERAGE COMMON SHARES
      OUTSTANDING - BASIC                              11,035,872       8,904,197


                                       3



<PAGE>

                           UWINK, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                THREE MONTHS ENDED
                                                                            ---------------------------
                                                                                MARCH         MARCH
                                                                              31, 2005       31, 2004
                                                                            ------------   ------------
                                                                              (UNAUDITED)
CASH FLOW FROM OPERATING ACTIVITIES:
   Net loss                                                                 $(1,162,036)   $  (697,514)
   Adjustment to reconcile net loss to net cash
     used in operating activities:
       Amortization of debt discount on convertible note payable                 56,251         31,079
       Amortization of options issued below market price                             --         48,333
       Depreciation and amortization expense                                     35,905         41,630
       Bad debt allowance                                                       128,596             --
       Issuance of common stock for services                                    624,434             --
       Inventory obsolescence reserve                                                --             --
   Changes in operating assets and liabilities:
     Accounts receivable                                                        417,179       (158,633)
     Inventory                                                                       --       (125,761)
     Deposits - inventory                                                        33,023             --
     Deposits - Gameworks                                                       615,000             --
     Deposits                                                                    22,500             --
     Prepaid expenses and other current assets                                   34,977        (21,184)
     Accounts payable, net of forgiveness of trade payables in
      the amount of ($9,728) and ($128,596)                                      87,974       (369,520)
     Accrued expenses                                                           (25,290)       128,530
     Accrued payroll and related benefits                                       (58,776)       (81,483)
     Unearned revenue                                                           (25,000)        (4,166)

                                                                            ------------   ------------
Net cash used in operating activities                                           784,737     (1,208,689)
                                                                            ------------   ------------

CASH FLOW FROM INVESTING ACTIVITIES:
   Payment for property and equipment                                                --        (55,254)
   Payment for capitalized product development costs                                 --             --

                                                                            ------------   ------------
Net cash used in investing activities                                                --        (55,254)
                                                                            ------------   ------------

CASH FLOW FROM FINANCING ACTIVITIES:
   Proceeds (repayments) from issuance of debt, net of conversion                    --             --
   Proceeds (repayments) from advances from related parties                    (764,156)            --
   Proceeds from issuance of common stock                                        75,000      1,439,050
   Payment of offering costs                                                         --       (190,865)
                                                                            ------------   ------------
Net cash provided by financing activities                                      (689,156)     1,248,185
                                                                            ------------   ------------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                                                              95,581        (15,758)

CASH AND CASH EQUIVALENTS, Beginning of period                                   58,307      1,156,170
                                                                            ------------   ------------

CASH AND CASH EQUIVALENTS, End of period                                    $   153,888    $ 1,140,412
                                                                            ============   ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

   Interest paid                                                            $    70,400    $        --
                                                                            ============   ============
   Income taxes paid                                                        $        --    $        --
                                                                            ============   ============

SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES

   Conversion of debt into 305,555 shares of common stock                   $   192,500    $        --
                                                                            ============   ============
   Issuance of common stock for accrued salaries                            $    13,750    $   108,710
                                                                            ============   ============
   Issuance of common stock for services                                    $   624,434    $        --
                                                                            ============   ============
   Deferred compensation paid in capital stock                              $   178,242    $        --
                                                                            ============   ============
</TABLE>

                                       4


<PAGE>

NOTE 1 - BASIS OF PRESENTATION

The unaudited consolidated financial statements have been prepared by uWink,
Inc. (the "Company"), 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 December 31,
2004 included in the Company's Annual Report on Form 10-KSB. The results of the
three months ended March 31, 2005 are not necessarily indicative of the results
to be expected for the full year ending December 31, 2005.

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 $1,162,035 for the three months ended March 31, 2005, and
as of March 31, 2005, the Company had an accumulated deficit of $21,702,668.
These conditions raise substantial doubt as to the Company's ability to continue
as a going concern. These financial statements do not include any adjustments
that might result from the outcome of this uncertainty. These 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 will need additional working capital to fund its expanding
operations over the next 12 months. The Company believes that it will need at
least an additional $2.5 million of working capital to fund the demand for its
Snap! and Bear Shop products and construct an entertainment center/restaurant
for the deployment of our technology and, if necessary, to finance future losses
from operations. The Company plans to obtain the additional working capital
through the private placement sale of its equity securities. As of the date of
this report, there are limited commitments for the sale of the Company's
securities. Should the Company be unable to raise additional funds, its ability
to finance its continued growth will be materially adversely affected.

                                       5



<PAGE>

Stock Options
-------------

The Company has adopted only the disclosure provisions of Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation." It applies Accounting Principles Bulletin ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations, in
accounting for its Stock Option Plan. It recognizes an expense in accordance
with APB No. 25 when the exercise price is less than the fair market value at
the date of grant of the stock. When the exercise price is the same as the fair
market value at the date of grant of the stock the Company does not recognize
compensation expense for its Stock Option Plan other than for restricted stock
and options issued to outside third parties. If the Company had elected to
recognize compensation expense based upon the fair value at the grant date for
awards under the Stock Option Plan consistent with the methodology prescribed by
SFAS No. 123, the Company's net loss and loss per share would be reduced to the
pro forma amounts indicated below for the three months ended March 31, 2005 and
2004:

                                                        2005            2004
                                                     ------------   ------------
         Net loss
           As reported                               $(1,162,035)   $  (697,514)
           Compensation recognized under APB 25           45,333         48,333
           Compensation recognized under SFAS 123        (77,137)       (85,487)
                                                     ------------   ------------
                      Pro forma                      $(1,193,839)   $  (734,688)
                                                     ============   ============

         Basic and diluted loss per common share
           As reported                               $     (0.10)   $     (0.08)
           Pro forma                                 $     (0.10)   $     (0.08)


This option valuation model requires input of highly subjective assumptions.
Because the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion, the existing model does not necessarily provide a reliable single
measure of fair value of its employee stock options.

For purposes of computing the pro forma disclosures required by SFAS No. 123,
the fair value for these options was estimated at the date of grant in 2004
using a Black-Scholes option pricing model with the following weighted-average
assumptions: risk-free interest rate of 3.75% and 3.0%, respectively; dividend
yields of 0%; volatility factors of the expected market price of the Company's
common stock of 33% and 40%, respectively; and a weighted average expected life
of the option of 10 years, respectively.

                                       6



<PAGE>

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. Diluted (loss) per
share has not been presented since the effect of the assumed conversion of
options and warrants to purchase common shares would have an anti-dilutive
effect. The following potential common shares have been excluded from the
computation of diluted net (loss) per share for the three months ended March 31,
2005 and 2004 because the effect would have been anti-dilutive:


<TABLE>
<CAPTION>
                                                                           2005        2004
                                                                        ----------  ----------
<S>                                                                     <C>         <C>
              Shares to be issued upon conversion of convertible note     225,003     174,265
              Stock options issued to employees                         1,197,510     584,898
              Stock options issued to consultants and others               28,515      28,515
              Warrants issued to consultants and finders                  213,682     259,473
              Warrants issued for financing                             1,507,923     655,168
                                                                        ----------  ----------
                                                                        3,172,633   1,702,319
                                                                        ==========  ==========
</TABLE>

NOTE 3 - INVENTORY

Inventory at March 31, 2005, consists of the following:

                  Raw materials                                       $ 279,652
                  Work in process                                       259,086
                  Finished goods                                        307,001
                                                                      ----------
                                                                        845,739
                  Less allowance for obsolete inventory                (370,400)
                                                                      ----------
                                                                      $ 475,339
                                                                      ==========

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment at March 31, 2005, consists of the following:

                  Computer equipment and related software             $ 247,478
                  Office furniture and equipment                         17,927
                  Leasehold improvements                                 84,849
                  Machinery and equipment                               201,675
                                                                      ----------
                                                                        551,929
                  Less accumulated depreciation and amortization       (413,443)
                                                                      ----------
                                                                      $ 138,486
                                                                      ==========

                                       7


<PAGE>

NOTE 5 - EQUITY

During the three months ended March 31, 2005, the Company:

    o    issued 13,750 shares of common stock to Mr. Lawrence C. Early in
         exchange for his services as an employee valued at $13,750. This
         issuance was made pursuant to the exemption from registration provided
         by Section 4(2) of the Securities Act of 1933;

    o    issued 40,000 shares of common stock to CCRI, Inc. in exchange for
         public relations services to be rendered during the year 2005 valued at
         $38,095. This issuance was made pursuant to the exemption from
         registration provided by Section 4(2) of the Securities Act of 1933;

    o    issued 7,500 shares of common stock to New Capital Advisors, Inc. in
         exchange for financial consulting services rendered during the year
         2005 valued at $7,895. This issuance was made pursuant to the exemption
         from registration provided by Section 4(2) of the Securities Act of
         1933;

    o    issued 50,000 shares of common stock to Mr. Paul Abramowitz in exchange
         for financial consulting services valued at $34,493. This issuance was
         made pursuant to the exemption from registration provided by Section
         4(2) of the Securities Act of 1933;

    o    issued 2,600 shares of common stock to Mr. Gerry Berg in exchange for
         financial consulting service valued at $2,737. This issuance was made
         pursuant to the exemption from registration provided by Section 4(2) of
         the Securities Act of 1933;

    o    issued 20,697 shares of common stock to Mr. Timothy Bergeron in
         exchange for engineering consulting services valued at $19,588. This
         issuance was made pursuant to a registration statement on Form S-8;

    o    issued 6,122 shares of common stock to Say Design in exchange for
         engineering consulting services valued at $6,444. This issuance was
         made pursuant to a registration statement on Form S-8;

    o    issued 400,000 shares of common stock to Redwood Consultants, Inc. in
         exchange for investor relations services valued at $444,444. This
         issuance was made pursuant to the exemption from registration provided
         by Section 4(2) of the Securities Act of 1933;

    o    issued 175,000 shares of common stock to Mr. Tom Hemingway in exchange
         for business advisory services valued at $194,444. This issuance was
         made pursuant to a registration statement on Form S-8;

    o    issued 60,000 shares of common stock to Mr. Jack McConnaughy in
         exchange for business development services valued at $54,545. This
         issuance was made pursuant to the exemption from registration provided
         by Section 4(2) of the Securities Act of 1933; and lastly

    o    issued 121,986 shares of common stock to Mr. Scottie Pippen upon
         conversion of $150,000 in principal and $42,500 and accrued interest
         outstanding on a convertible note payable issued in 2002. This issuance
         was made pursuant to the exemption from registration provided by
         Section 4(2) of the Securities Act of 1933.

                                       8


<PAGE>

    o    we sold 100,000 shares of common stock for cash in a private placement
         offering for gross proceeds of $75,000. The shares have not been
         registered with the Securities Exchange Commission in reliance on Rule
         506 under the Securities Act of 1933. This issuance was made only to
         "accredited investors" within the meaning of Rule 501 under the
         Securities Act of 1933 who otherwise meet certain suitability
         standards.

NOTE 6 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an
amendment of ARB No. 43, Chapter 4". The amendments made by Statement 151
clarify that abnormal amounts of idle facility expense, freight, handling costs,
and wasted materials (spoilage) should be recognized as current period charges
and require the allocation of fixed production overheads to inventory based on
the normal capacity of the production facilities. The guidance is effective for
inventory costs incurred during fiscal years beginning after June 15, 2005.
Earlier application is permitted for inventory costs incurred during fiscal
years beginning after November 23, 2004. The Company has evaluated the impact of
the adoption of SFAS 151, and does not believe the impact will be significant to
the Company's overall results of operations or financial position.

         In December 2004, the FASB issued SFAS No.152, "Accounting for Real
Estate Time-Sharing Transactions, an amendment of FASB Statements No. 66 and 67
SSFAS 152)". The amendments made by Statement 152 amend FASB Statement No.66,
Accounting for Sales of Real Estate, to reference the financial accounting and
reporting guidance for real estate time-sharing transactions that is provided in
AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing
Transactions. This Statement also amends FASB Statement No. 67, Accounting for
Costs and Initial Rental Operations of Real Estate Projects, to state that the
guidance for (a) incidental operations and (b) costs incurred to sell real
estate projects does not apply to real estate time-sharing transactions. The
accounting for those operations and costs is subject to the guidance in SOP
04-2. This Statement is effective for financial statements for fiscal years
beginning after June 15, 2005, with earlier application encouraged. The Company
has evaluated the impact of the adoption of SFAS 152, and does not believe the
impact will be significant to the Company's overall results of operations or
financial position. The Company is not engaged in any Real-Estate Time-Sharing
transactions.

         In December 2004, the FASB issued SFAS No.153, "Exchanges of
Nonmonetary Assets, an amendment of APB Opinion No. 29, Accounting for
Nonmonetary Transactions." The amendments made by Statement 153 are based on the
principle that exchanges of nonmonetary assets should be measured based on the
fair value of the assets exchanged. Further, the amendments eliminate the narrow
exception for nonmonetary exchanges of similar productive assets and replace it
with a broader exception for exchanges of nonmonetary assets that do not have
commercial substance. Previously, Opinion 29 required that the accounting for an
exchange of a productive asset for a similar productive asset or an equivalent
interest in the same or similar productive asset should be based on the recorded
amount of the asset relinquished. Opinion 29 provided an exception to its basic
measurement principle (fair value) for exchanges of similar productive assets.
The Board believes that exception required that some nonmonetary exchanges,
although commercially substantive, be recorded on a carryover basis. By focusing
the exception on exchanges that lack commercial substance, the Board believes
this Statement produces financial reporting that more faithfully represents the
economics of the transactions. The Statement is effective for nonmonetary asset
exchanges occurring in fiscal periods beginning after June 15, 2005. Earlier
application is permitted for nonmonetary asset exchanges occurring in fiscal
periods beginning after the date of issuance. The provisions of this Statement
shall be applied prospectively. The Company has evaluated the impact of the
adoption of SFAS 152, and does not believe the impact will be significant to the
Company's overall results of operations or financial position.

                                       9



<PAGE>

NOTE 6 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)

         In December 2004, the FASB issued SFAS No.123 (revised 2004),
"Share-Based Payment". Statement 123(R) will provide investors and other users
of financial statements with more complete and neutral financial information by
requiring that the compensation cost relating to share-based payment
transactions be recognized in financial statements. That cost will be measured
based on the fair value of the equity or liability instruments issued. Statement
123(R) covers a wide range of share-based compensation arrangements including
share options, restricted share plans, performance-based awards, share
appreciation rights, and employee share purchase plans. Statement 123(R)
replaces FASB Statement No. 123, Accounting for Stock-Based Compensation, and
supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees.
Statement 123, as originally issued in 1995, established as preferable a
fair-value-based method of accounting for share-based payment transactions with
employees. However, that Statement permitted entities the option of continuing
to apply the guidance in Opinion 25, as long as the footnotes to financial
statements disclosed what net income would have been had the preferable
fair-value-based method been used. Small business issuers will be required to
apply Statement 123(R) as of the first interim or annual reporting period that
begins after December 15, 2005. The Company has evaluated the impact of the
adoption of SFAS 123(R), and believes the impact will be significant to the
Company's overall results of operations or financial position if we continue to
issue material amounts of options to our employees in future periods.

NOTE 7 - SUBSEQUENT EVENTS

         Subsequent to the three months ended March 31, 2005, the Company sold
533,458 shares of its common stock for gross proceeds of $293,402. The shares
have not been registered under the U.S. Securities Act of 1933 ("the Act")
pursuant to an exemption allowed by Rule 506 of the Act.

                                       10



<PAGE>


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

GENERAL

The following discussion and analysis should be read in conjunction with our
consolidated financial statements and related footnotes for the year ended
December 31, 2004 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 design, develop and market entertainment software for touch screen
video game terminals and amusement vending machines. We derive our revenue from
the sale of our game terminals and amusement vending machines, products the
vending machines dispense, and licensing fees on software sales. We sell our
products in the United States and some international markets with the majority
of our sales being generated in Asia. Our core product line includes: Snap!, a
network-capable countertop game terminal offering 60 proprietary short-form
video games; and Bear Shop, a vending machine utilizing interactive and
entertaining software to dispense customized plush teddy bear toys and
accessories.

         Our primary customers are established domestic and international
distributors of coin-operated amusement products. Sales to distributors
accounted for more than 95% of our sales for the three months ended March 31,
2005. We also sell to the owners and operators of establishments who place our
products into their own businesses. Our end users are individuals who play games
and make impulse purchases of novelty items in public amusement places.

         Over several years of operation, we have invested substantial time and
capital in the construction of a uniform development platform. We have used this
platform to develop over 70 short-form video games and several interactive
kiosks. We now own extensive software and hardware components that can be used
in multiple products, thereby reducing the cost of development, the time to
market, and the integration of existing software into additional hardware
applications.

       To continue working towards our goal of integrating our entertainment and
operating systems technology, we are currently in the planning stage of an owned
restaurant. The restaurant can be considered an updated Chuck E. Cheese(TM)
aimed at young adults and families seeking to have an entertainment experience
as well as enjoyable meal. uWink plans to install our technology in the
restaurant within 2005 and plans to open two to three additional locations in
the American Southwest region shortly thereafter. We are also seeking
acquisition opportunities in the restaurant and game room business. For the
three months ended March 31, 2005, there were no revenues or expense associated
with the plans for the restaurant.

         Our company was organized as a Utah corporation on October 14, 1982
under the name Prologue, and was previously engaged in the sales and marketing
business. From 1994 until December 4, 2003, we had no operations or employees
and owned no real estate.

                                       11


<PAGE>

         Prior to the reverse merger with uWink California, Inc. we had not
generated significant revenues and were considered a development stage company
as defined in Statement of Financial Accounting Standards No. 7. We were seeking
business opportunities or potential business acquisitions. Pursuant to a
Securities Purchase Agreement and Plan of Reorganization dated November 21, 2003
among Prologue, uWink California Inc., a Delaware corporation ("uWink
California") and its stockholders, Prologue acquired 99.5% of the issued and
outstanding shares of uWink California's capital stock. We expect to acquire the
remaining uWink California shares outstanding in subsequent closings. Prologue
issued one (1) share of its common stock for every 3.15611 shares of uWink
California capital stock. Since the stockholders of uWink California received
approximately 84% of the issued and outstanding shares of Prologue and the uWink
California management team and board of directors became the management team and
board of directors of Prologue.

BASIS OF PRESENTATION

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
$1,162,036 for the three months ended March 31, 2005 and as of March 31, 2005,
we had an accumulated deficit of $21,702,669. 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

Three months ended March 31, 2005 compared with three months ended March 31,
2004.

Net sales for the three months ended March 31, 2005 decreased by $92,506 (28%)
from $335,727 for the three months ended March 31, 2004 to $243,221 for the
three months ended March 31, 2005. On a gross basis, sales for the two periods
compared were flat. Due to a number of Snap! and Bear Shop units returned
($118,669), sales showed a decline overall. In January 2004, we commenced sales
of the Snap! unit and sold $315,000 of this product in the first 60 days after
the product launch. Snap! units sales continue to progress in the Australasian
marketplaces, with an order backlog of 200 units, valued at $450,000. Ongoing
production problems with our Chinese manufacturing operation have hindered sales
growth for Snap! units. Bear Shop sales continue to be constrained due to
ongoing glitches associated with the operating software.

In the matter of the Snap! production problems in China, in January we engaged
the services of Mr. Raymond Chan. A Chinese-born American-educated mechanical
engineer living in Hong Kong and working Shenzhen China, Mr. Chan serves as our
quality control engineer at the manufacturing facility. Since Mr. Chan's
engagement as a consultant we are more involved in the production process and
are able to identify any potential production problems as they arise. We
anticipate that the defect rate of future shipments of Snap! units will be
reduced.

In the matter of the Bear Shop software glitches, we have completed Version 2.0
of the Bear Shop software thereby correcting some of the defects of Version 1.0:

         1. We replaced the operating system.
         2. We replaced the monolithic architecture with a modular one. This
            improved the ability to diagnose and repair problems and add more
            features in the future.


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<PAGE>

         3. We added additional diagnostics, logs, and other tools to help track
            down problems.

On May 19, we began shipments of Version 2.0 to distributors for installation
into existing Bear Shop units.

Cost of sales for the three months ended March 31, 2005 decreased by $39,053
(17%) from $225,177 for the three months ended March 31, 2004 to $186,124 for
the three months ended March 31, 2005. The decrease in cost of goods sold is
primarily attributable to lower costs realized from our Chinese manufacturer due
to larger production runs of Snap! units compared to 2004. The decrease in cost
of goods sold was offset by a higher rate of return than experienced in prior
periods, resulting in a diminished gross margin percentage.

Selling, general and administrative expenses for the three months ended March
31, 2005 increased by $369,400 (48%) from $776,381 for the three months ended
March 31, 2004 to $1,145,781 for the three months ended March 31, 2005. The
increase is primarily attributable to the investor and public relations
services. Pursuant to the terms of one of the contracts, we are required to
expense the entire value of the contract, $444,000, in the period in which it
became effective. Increased investor relations specialist were engaged in order
to more effectively communicate our business model and plan to our current and
potential shareholders. These firms were paid in stock for their services. The
total expense realized paid for in capital stock of the Company for the three
months ended March 31, 2005 was $624,434. Expenses related to payroll and other
operating expenses declined approximately$280,000 reflecting a reduced level of
operations and headcount.

Research and development expense for the three months ended March 31, 2005
decreased by $134,954 (100%) from $134,954 for the three months ended March 31,
2004 to $0 for the three months ended March 31, 2005. The decrease is
attributable to the termination of research and development activities in order
to concentrate all available engineering resources on the refinement of Bear
Shop software.

Gain on the settlement of debt for the three months ended March 31, 2005
decreased by $132,945 (93%) from $142,673 for the three months ended March 31,
2004 to $9,728 for the three months ended March 31, 2005. In 2003 and 2004, the
Company received proceeds from the sale of its equity securities. Upon receipt
of these funds, we entered into negotiations to settle outstanding vendor
obligations from the years 2001, 2002 and 2003. In consideration for immediate
payment of long outstanding invoices, we were able to settle certain obligation
with vendors for amounts less than we were originally charged for the product or
services. None of these vendor obligations were long term in nature. No such
opportunities existed in the year 2005, as they had been exhausted in prior
years. Gain on settlement of debt recorded in 2005 is due to the finalization of
a settlement agreement with a supplier entered into in 2004 which afforded us to
record a discount on the outstanding balance upon issuance of final payment in
accordance with the settlement agreement.

Amortization of debt discounts for the three months ended March 31, 2005
increased by $25,172 (81%) from $31,079 for the three months ended March 31,
2005 to $56,251 for the three months ended March 31, 2005. In the fourth quarter
of 2004 we issued convertible notes payable in the amount of $225,003 that
included detachable warrants to purchase shares of our common stock and also a
conversion feature. The convertible notes payable carry a beneficial conversion
feature ("BCF") equal to the face value of the notes, and requiring amortization
of the BCF expense over the life on the note, one year. BCF expense recorded in
2005 represents the amortization of three months of that certain BCF referred to
previously.

Interest expense for the three months ended March 31, 2005 increased by $61,948
(733%) from $8,452 for the three months ended March 31, 2004 to $70,400 for the
three months ended March 31, 2005. The increase in interest expense is primarily
attributable to the recognition of costs associated with our pursuit of the
assets of Sega Gameworks. Certain lenders involved in that transaction required
substantial interest as compensation to induce them into providing financial
support for the transaction.

                                       13



<PAGE>

LIQUIDITY AND CASH RESOURCES

As of March 31, 2005 our cash position was $153,888 and we had negative working
capital of $354,798. 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.

During the first quarter of 2005 we sold 100,000 shares of common stock for cash
in a private placement offering for gross proceeds of $75,000. We have used the
proceeds of the offering to fund the ongoing development of our products.

We will need additional working capital to fund our expanding operations over
the next 12 months. We believe that we will need at least an additional $2.5
million of working capital to fund the projected demand for our Snap! and Bear
Shop products and the construction of a restaurant, and if necessary, to finance
future losses from operations. We plan to obtain the additional working capital
through the private placement sale of our equity securities. As of the date of
this report, there are no commitments for the sale of the Company's securities
nor there be any assurance that such funds will be available on commercially
reasonable terms. Should we be unable to raise the required additional funds,
our ability to finance our continued growth will be materially adversely
affected.

On May 17, 2005, we sold 533,458 shares of our common stock for gross proceeds
of $293,402. The shares have not been registered under the U.S. Securities Act
of 1933 ("the Act") pursuant to an exemption allowed by Rule 506 of
the Act.

CASH POSITION AND USES OF CASH

Our cash and cash equivalents position as of March 31, 2005 was $153,888.

During the three months ended March 31, 2005, net cash provided by operations
was $784,737, as compared to a use of $1,208,689 for the three months ended
March 31, 2005. The significant decrease in the use of cash by the Company's
operating activities is primarily attributable to the decreased level of
operations and development activity undertaken. Additionally, we reduced
deposits by approximately $670,000, reduced accounts receivable by $417,000;
these gains were offset substantially by the issuance of approximately $816,000
in stock for services.

During the three months ended March 31, 2005, we used $0 in cash in investing
activities, as compared to $55,254 for the three months ended March 31, 2004.
The decrease is principally attributable to the decreased level of operations
and headcount.

During the three months ended March 31, 2005, our financing activities used cash
in the amount of $689,156 as compared to providing $1,248,185 for the three
months ended March 31, 2004. The significant decrease is due to the repayment of
advances received from shareholders and related parties in the first quarter of
2005. Additionally, business advisory services which were prepaid with our
capital stock have been recorded as deferred compensation until such time as the
services are provided in full pursuant to the terms of the contract.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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, impairment of long-lived assets and intangibles,
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.

                                       14



<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 we deliver our touchscreen pay-for-play game terminals to our
customer and we believe that collectability is probable. Included with the
purchase of the touchscreen terminals are licenses to use the games loaded on
the terminals. We usually have agreements with our customers to deliver the
requested terminals for a fixed price. Any insignificant post-contract support
obligations are accrued for at the time of the sale.


FORWARD LOOKING STATEMENTS

We make written and oral statements from time to time in this Quarterly Report
regarding our business and prospects, such as projections of future performance,
statements of management's plans and objectives, forecasts of market trends, and
other matters that are forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Statements containing the words or phrases "are expected to,", "is
anticipated," "estimates," "projects," "believes," "expects," "anticipates,"
"intends," "target," "goal," "plans," "objective," "should" or similar
expressions identify forward-looking statements, which may appear in documents,
reports, filings with the Securities and Exchange Commission, news releases,
written or oral presentations made by officers or other representatives made by
us to analysts, stockholders, investors, news organizations and others, and
discussions with management and other representatives of us.

Our future results, including results related to forward-looking statements,
involve a number of risks and uncertainties described in our 20034 Annual Report
on Form 10-KSB, including our ability to obtain development financing as and
when needed; the market's acceptance of our products; the completion and
successful shipment of our purchase orders; our present financial condition;
increased competition and overall economic conditions. No assurance can be given
that the results reflected in any forward-looking statements will be achieved.
Any forward-looking statement made by or on behalf of us speaks only as of the
date on which such statement is made. Our forward-looking statements are based
upon assumptions that are sometimes based upon estimates, data, communications
and other information from suppliers, government agencies and other sources that
may be subject to revision. Except as required by law, we do not undertake any
obligation to update or keep current either (i) any forward-looking statement to
reflect events or circumstances arising after the date of such statement, or
(ii) the important factors that could cause our future results to differ
materially from historical results or trends, results anticipated or planned by
us, or which are reflected from time to time in any forward-looking statement
which may be made by or on behalf of us.

ITEM 3.    CONTROLS AND PROCEDURES

As required by SEC rules, we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures at the end of the period
covered by this report. This evaluation was carried out under the supervision
and with the participation of our management, including our principal executive
officer and principal financial officer. Based on this evaluation, these
officers have concluded that the design and operation of our disclosure controls
and procedures are effective, but require additional documentation and personnel
support in order to prevent the replication of errors in the financial reporting
process. There were no changes in our internal control over financial reporting
or in other factors that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

In the course of our evaluation, we have identified a deficiency in our internal
controls over financial reporting. Management recently became aware that an
equity conversion calculation was conducted in error. The error was caught
before the equity was issued. There is a lack of segregation of duties due to
the small number of employees within the financial and administrative functions
of the Company. Management will continue to evaluate the employees involved and
the control procedures in place, the risks associated with such lack of
segregation and whether the potential benefits of adding employees to clearly
segregate duties justifies the expense associated with such increases. We are
taking appropriate steps to make necessary improvements and enhance the
reliability of our internal controls over financial reporting.

Our disclosure controls and procedures are designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Exchange Act is accumulated and communicated to our management,
including principal executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required disclosure.

                                       15



<PAGE>

PART II.   OTHER INFORMATION


ITEM 2.  CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
         SECURITIES

     During the three months ended March 31, 2005 and the period subsequent to
     that date prior to the filing of this Form 10-QSB, we sold unregistered
     shares of our securities in the following transactions:


         1.   Issued 13,750 shares of common stock to Mr. Lawrence C. Early in
              exchange for his services as an employee valued at $13,750. This
              issuance was made pursuant to the exemption from registration
              provided by Section 4(2) of the Securities Act of 1933;

         2.   issued 40,000 shares of common stock to CCRI, Inc. in exchange for
              public relations services to be rendered during the year 2005
              valued at $38,095. This issuance was made pursuant to the
              exemption from registration provided by Section 4(2) of the
              Securities Act of 1933;

         3.   issued 7,500 shares of common stock to New Capital Advisors, Inc.
              n exchange for financial consulting services rendered during the
              year 2005 valued at $7,895. This issuance was made pursuant to the
              exemption from registration provided by Section 4(2) of the
              Securities Act of 1933;

         4.   issued 50,000 shares of common stock to Mr. Paul Abramowitz in
              exchange for financial consulting services valued at $34,493. This
              issuance was made pursuant to the exemption from registration
              provided by Section 4(2) of the Securities Act of 1933;

         5.   issued 2,600 shares of common stock to Mr. Gerry Berg in exchange
              for financial consulting service valued at $2,737. This issuance
              was made pursuant to the exemption from registration provided by
              Section 4(2) of the Securities Act of 1933;

        6.    issued 400,000 shares of common stock to Redwood Consultants, Inc.
              in exchange for investor relations services valued at $444,444.
              This issuance was made pursuant to the exemption from registration
              provided by Section 4(2) of the Securities Act of 1933;


        7.   issued 60,000 shares of common stock to Mr. Jack McConnaughy in
              exchange for business development services valued at $54,545. This
              issuance was made pursuant to the exemption from registration
              provided by Section 4(2) of the Securities Act of 1933;

                                       16


<PAGE>

        8.   issued 121,986 shares of common stock to Mr. Scottie Pippen upon
              conversion of $150,000 in principal and $42,500 and accrued
              interest outstanding on a convertible note payable issued in 2002.
              This issuance was made pursuant to the exemption from registration
              provided by Section 4(2) of the Securities Act of 1933.

        9.   we sold 100,000 shares of common stock for cash in a private
              placement offering for gross proceeds of $75,000. The shares have
              not been registered with the Securities Exchange Commission in
              reliance on Rule 506 under the Securities Act of 1933. This
              issuance was made only to "accredited investors" within the
              meaning of Rule 501 under the Securities Act of 1933 who otherwise
              meet certain suitability standards; and lastly

        10.   on May 17, 2005 we sold 544,458 shares of our common stock for
              gross proceeds of $293,402. The shares have not been registered
              under the U.S. Securities Act of 1933 ("the Act") pursuant to an
              exemption allowed by Rule 506 of the Act.


ITEM 6.  EXHIBITS

(a) Exhibits

    REGULATION
    S-B NUMBER                            EXHIBIT

       10.1         Lease for office space at 12536 Beatrice Street Los Angeles,
                    CA 90066 (to be filed by amendment)

       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


                                   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 20, 2005                                   By:      /s/ NOLAN K BUSHNELL
                                                        ------------------------
                                                        Nolan K. Bushnell
                                                        Chief Executive Officer



                                               By:      /s/ LAWRENCE C. EARLY
                                                        ------------------------
                                                        Lawrence C. Early
                                                        Chief Financial Officer
                                                        Chief Accounting Officer

                                       17