<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 JUNE 30, 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 August 12, 2005
                                 was 12,387,872

    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 June 30, 2005
           (unaudited)                                                      2

           Consolidated Statements of Operations for the
           three and six months ended June 30, 2005 and 2004 (unaudited)    3

           Consolidated Statements of Cash Flows for the
           six months ended June 30, 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


                           UWINK, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET


                                                                    June
                                                                  30, 2005
                                                               -------------
                                                                (unaudited)
                                     ASSETS

CURRENT ASSETS
     Cash and cash equivalents                                 $     55,362
     Account receivable, net of allowance for doubtful
       accounts of $344,336                                         333,225
     Inventory, net of obsolescence reserve of
        $432,836                                                    419,758
     Deposits - inventory                                           108,028
     Prepaid expenses and other current assets                       46,776

                                                               -------------
TOTAL CURRENT ASSETS                                                963,149

PROPERTY AND EQUIPMENT, net of accumulated depreciation of
     $424,419                                                       127,815
CAPITALIZED SOFTWARE DEVELOPMENT COSTS, net of accumulated
     amortization of $870,249                                       170,657

                                                               -------------
TOTAL ASSETS                                                   $  1,261,621
                                                               =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                          $    554,672
     Accrued expenses                                               125,796
     Accrued payroll and related benefits                               300
     Due to related parties                                         363,139
     Bridge loan payable                                                 --
     Convertible note payable, net of discount of $93,751           131,252
     Unearned revenue                                                50,000
                                                               -------------
TOTAL CURRENT LIABILITIES                                         1,225,159
                                                               -------------

STOCKHOLDERS' (DEFICIT) EQUITY
     Common stock, $0.001 par value; 50,000,000 shares
       authorized; 12,389,806 issued and outstanding                 12,392
     Additional paid-in capital                                  22,263,330
     Accumulated deficit                                        (22,239,260)

                                                               -------------
TOTAL STOCKHOLDERS' EQUITY                                           36,462
                                                               -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $  1,261,621
                                                               =============

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

                                        2





<PAGE>
<TABLE>

                                               UWINK, INC. AND SUBSIDIARY
                                          CONSOLIDATED STATEMENTS OF OPERATIONS


                                                      THREE MONTH PERIODS ENDED             SIX MONTH PERIODS ENDED
                                                   -------------------------------      --------------------------------
                                                        JUNE             JUNE               JUNE              JUNE
                                                      30, 2005          30, 2004          30, 2005           30, 2004
                                                   -------------     -------------      -------------      -------------
                                                    (UNAUDITED)       (UNAUDITED)        (UNAUDITED)        (UNAUDITED)
<S>                                                <C>               <C>                <C>                <C>
NET SALES                                          $    273,974      $    289,555       $    517,195       $    625,238

COST OF SALES                                           105,829           546,894            292,192            770,590
                                                   -------------     -------------      -------------      -------------
GROSS PROFIT (LOSS)                                     168,145          (257,339)           225,003           (145,352)
                                                   -------------     -------------      -------------      -------------

OPERATING EXPENSES
      Selling, general and administrative               741,756         1,215,427          1,893,063          1,994,271
      Research and development                               --           166,877                 --            316,831
                                                   -------------     -------------      -------------      -------------
TOTAL OPERATING EXPENSES                                741,756         1,382,304          1,893,063          2,311,102
                                                   -------------     -------------      -------------      -------------

(LOSS) FROM OPERATIONS                                 (573,611)       (1,639,643)        (1,668,060)        (2,456,454)
                                                   -------------     -------------      -------------      -------------

OTHER INCOME (EXPENSE)
      Other income                                          177               346                444                475
      Debt discount expense                             (56,251)         (138,719)          (112,502)          (138,719)
      Nominal stock option expense                      (25,333)               --             17,972                 --
      Gain on settlement of debt                        150,529           198,278            160,256            340,951
      Interest expense                                  (23,759)           (8,452)           (94,159)           (47,984)
                                                   -------------     -------------      -------------      -------------
TOTAL OTHER INCOME (EXPENSE)                             45,363            51,453            (27,989)           154,723
                                                   -------------     -------------      -------------      -------------

LOSS BEFORE PROVISION FOR INCOME TAXES                 (528,248)       (1,588,190)        (1,696,049)        (2,301,731)

PROVISION FOR INCOME TAXES                                2,470                --              2,470                 --
                                                   -------------     -------------      -------------      -------------

NET LOSS                                               (530,718)       (1,588,190)        (1,698,519)        (2,301,731)
                                                   -------------     -------------      -------------      -------------

NET LOSS ATTRIBUTED TO COMMON STOCKHOLDERS             (530,718)     $ (1,588,190)      $ (1,698,519)      $ (2,301,731)
                                                   =============     =============      =============      =============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED      $       (.04)     $      (0.18)      $      (0.15)      $      (0.25)
                                                   =============     =============      =============      =============

WEIGHTED AVERAGE COMMON SHARES
      OUTSTANDING - BASIC                            12,208,846         8,884,975         11,266,448          9,258,429

The accompanying notes are an integral part of these unaudited consolidated financial statements.
</TABLE>

                                                            3






<PAGE>
<TABLE>

                                          UWINK, INC. AND SUBSIDIARY
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                              SIX MONTH PERIODS ENDED
                                                                            ---------------------------
                                                                                JUNE           JUNE
                                                                              30, 2005       30, 2004
                                                                            ------------   ------------
                                                                             (UNAUDITED)    (UNAUDITED)
<S>                                                                         <C>            <C>
         CASH FLOW FROM OPERATING ACTIVITIES:
   Net loss                                                                 $(1,698,519)   $(2,301,731)
   Adjustment to reconcile net loss to net cash
     Provided by (used in) operating activities:
       Amortization of debt discount on convertible note payable                112,502        138,719
       Amortization of options issued below market price                        (17,972)        96,666
       Depreciation and amortization expense                                     63,573         81,261
       Bad debt allowance                                                       203,596             --
       Issuance of common stock for services                                    890,975             --
       Inventory obsolescence reserve                                            62,437             --
       Gain on forgiveness of debt                                             (160,256)      (340,951)
   Changes in operating assets and liabilities:
     Accounts receivable                                                        326,526        (92,089)
     Inventory                                                                   60,689       (262,163)
     Deposits - inventory                                                       245,165             --
     Deposits - Gameworks                                                       615,000             --
     Deposits                                                                    22,500       (218,400)
     Prepaid expenses and other current assets                                    3,614        (31,193)
     Accounts payable                                                          (267,324)        435,845
     Accrued expenses                                                            (2,681)        68,865
     Accrued payroll and related benefits                                       (80,120)       156,548
     Unearned revenue                                                           (50,000)       (34,722)

                                                                            ------------   ------------
Net cash provided by (used in) operating activities                             329,705     (2,303,345)
                                                                            ------------   ------------

CASH FLOW FROM INVESTING ACTIVITIES:
   Payment for property and equipment                                              (800)       (77,186)
                                                                            ------------   ------------
Net cash (used in) investing activities                                            (800)        (77,186)
                                                                            ------------   ------------

CASH FLOW FROM FINANCING ACTIVITIES:
   Repayments to advances from related parties                                 (700,252)            --
   Proceeds from issuance of common stock                                       368,402      1,734,989
   (Payment) of offering costs                                                       --       (301,568)
                                                                            ------------   ------------
Net cash provided by (used in) financing activities                            (331,850)     1,433,421
                                                                            ------------   ------------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                                      (2,945)      (947,110)

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

CASH AND CASH EQUIVALENTS, End of period                                    $    55,362    $   209,060
                                                                            ============   ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

   Interest paid                                                            $    70,400    $    47,984
                                                                            ============   ============
   Income taxes paid                                                        $        --    $       800
                                                                            ============   ============

SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES

   Conversion of debt into 121,864 shares of common stock                   $   192,500    $   203,894
                                                                            ============   ============
   Issuance of common stock for accrued salaries                            $    13,750    $   108,710
                                                                            ============   ============
   Issuance of common stock for services                                    $   712,374    $    70,000
                                                                            ============   ============

The accompanying notes are an integral part of these unaudited consolidated financial statements.
</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
six months ended June 30, 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 $1,698,519 for the six months ended June 30, 2005, and as
of June 30, 2005, the Company had an accumulated deficit of $22,239,260. 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 operations over the
next 12 months. The Company believes that it will need at least an additional
$3 million of working capital to fund operations and construction of 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 no 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 six months ended June 30, 2005 and
2004:

                                                        2005            2004
                                                     ------------   ------------
         Net loss
           As reported                               $(1,698,519)   $(2,301,731)
           Compensation recognized under APB 25          (17,972)        96,666
           Compensation recognized under SFAS 123        (31,742)      (140,775)
                                                     ------------   ------------
                      Pro forma                      $(1,748,233)   $(2,345,840)
                                                     ============   ============

         Basic and diluted loss per common share
           As reported                               $     (0.15)   $     (0.25)
           Pro forma                                 $     (0.15)   $     (0.26)


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 2005 and
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.

                                        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 six months ended June 30,
2005 and 2004 because the effect would have been anti-dilutive:

<TABLE>
                                                                           2005        2004
                                                                        ----------  ----------
<S>                                                                       <C>          <C>
              Shares to be issued upon conversion of convertible note     225,003      85,714
              Stock options issued to employees                         1,222,835     566,521
              Stock options issued to consultants and others               28,515      46,892
              Warrants issued to consultants and finders                  213,682     119,610
              Warrants issued for financing                             1,500,002     737,077
                                                                        ----------  ----------
                                                                        3,190,037   1,555,814
                                                                        ==========  ==========
</TABLE>


NOTE 3 - INVENTORY

Inventory at June 30, 2005, consists of the following:

                  Raw materials                                       $ 286,507
                  Work in process                                       259,086
                  Finished goods                                        307,001
                                                                      ----------
                                                                        845,739
                  Less allowance for obsolete inventory                (432,836)
                                                                      ----------
                                                                      $ 419,758
                                                                      ==========

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment at June 30, 2005, consists of the following:

                  Computer equipment and related software             $ 247,784
                  Office furniture and equipment                         17,927
                  Leasehold improvements                                 84,849
                  Machinery and equipment                               201,674
                                                                      ----------
                                                                        552,234
                  Less accumulated depreciation and amortization       (424,419)
                                                                      ----------
                                                                      $ 127,815
                                                                      ==========

                                        7




<PAGE>

NOTE 5 - EQUITY

During the three months beginning April 1 and ended June 30, 2005, the Company:

    o    issued 114,213 shares of common stock to a number of services providers
         in exchange for consulting services valued at $88,300. These issuances
         were made pursuant to the exemption from registration provided by
         Section 4(2) of the Securities Act of 1933;

    o    sold 533,458 shares of common stock for cash in a private placement
         offering for gross proceeds of $293,402. 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.

    o    issued 4,760 shares of common stock upon exercise of options by
         Mr. Ian Leibman, an employee.

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 153, 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

         In July 2005, the Company issued 6,364 shares of its common stock to
Tom Bannister a financial consultant, in exchange for services rendered on
behalf of the Company.

         In July 2005, the Company issued 2,910 shares of its common stock to
New Magic Entertainment, in exchange for services rendered on behalf of the
Company.

         In July 2005, the Company issued 5,556 shares of its common stock to
JSK Management, in exchange for services rendered on behalf of the Company.

                           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 are a digital entertainment company based in Los Angeles, California that
develops interactive entertainment software and platforms for restaurants, bars,
and mobile devices. We are currently planning a new entertainment dining
experience called uWink Media Bistro that leverages our proprietary network and
entertainment software, including the uWink Game Library.

We have spent more than $10 million dollars over the last 4 years to build our
entertainment vending platform and our Entertainment Systems Network, including
SNAP!, Bear Shop (aka Boxter Bear) and the uWink Game Library. We 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 and software applications.

We derive our revenue from the sale of our SNAP! countertop game platforms and
the Bear Shop (aka Boxter Bear) entertainment vending platform, products the
entertainment vending platform dispenses, such as plush bears and related
clothing, and software licensing fees.

SNAP!, our countertop video game terminal, enables customers to play over 70
short form video games from the uWink Game Library. SNAP! can be operated either
as a standalone or networked unit. Connected via the uWink Entertainment Network
System, networked units provide nationwide competitions as well as new game
downloads and updated trivia.

Our entertainment vending platform, Bear Shop (aka Boxter Bear), offers animated
point of purchase vending. The Bear Shop (aka Boxter Bear) 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 (aka Boxter Bear) product is an interactive
entertainment-vending platform that can be leveraged to create various vending
solutions. Sale of the plush bears, clothing, and themed accessory items provide
a long-term revenue stream.

We sell our products globally with the majority of our sales being generated in
Asia.

Our current product 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 six months ended June 30,2005.
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 video
games and make impulse purchases of novelty items in public amusement places.

By leveraging our technology assets, we are developing the uWink Media Bistro
an interactive entertainment restaurant concept. uWink Media Bistro allows
customers to order food, drinks, and games/media at their table through touch
screen terminals. This idea integrates food, our proprietary interactive
entertainment software and the uWink Entertainment Network System to provide a
new entertainment dining experience.

uWink Media Bistro addresses a young adult and family market of broad economic
makeup. By providing at-the-table entertainment, such as games, edutainment,
Internet access, and film shorts. uWink Media Bistro business model increases
revenue through the media/game charges and has the ability to control labor
costs.

For the six months ended June 30, 2005, there were no revenues associated with
the uWink Media Bistro.

We have assembled a management team with an in-depth understanding of both the
video game and entertainment restaurant industries, providing the combination
needed to execute on the uWink Media Bistro concept.

                                       12




<PAGE>

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
$1,698,519 for the six months ended June 30, 2005 and as of June 30, 2005, we
had an accumulated deficit of $22,239,260. 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

Six months ended June 30, 2005 compared with the six months ended June 30, 2004.

Net sales for the six months ended June 30, 2005 decreased by $108,043 (17%)
from $625,238 for the six months ended June 30, 2004 to $517,195 for the six
months ended June 30, 2005. Bear Shop (aka Boxter Bear) sales continue to be
constrained due to recently completed repairs to the operating software. In
July, we began shipment of Version 3.9 of the Bear Shop software to distributors
for installation into existing Bear Shop units. Sales continue to remain
sluggish due to the recent nature of the updated operating system shipments.

Cost of sales for the six months ended June 30, 2005 decreased by $478,398 (62%)
from $770,590 for the six months ended June 30, 2004 to $292,192 for the six
months ended June 30, 2005. The sharp decline in cost of goods sold is primarily
attributable to a one-time credit received from our Chinese SNAP! manufacturer
for defective units in the approximate amount of $130,000.

Selling, general and administrative expenses for the six months ended June 30,
2004 decreased by $101,208 (5%) from $1,994,271 for the six months ended June
30, 2004 to $1,893,063 for the six months ended June 30, 2005. The decrease is
primarily attributable to a lower level of operations due to reduced sales of
the Bear Shop (aka Boxter Bear) and SNAP! units.

Research and development expense for the six months ended June 30, 2005
decreased by $316,831 (100%) from $316,831 for the six months ended June 30,
2004 to $0 for the six months ended June 30, 2005. The decrease is attributable
to the shift of research and development activities to focus engineering
resources on the development of uWink Media Bistro software.

Gain on the settlement of debt for the six months ended June 30, 2005 decreased
by $180,695 (53%) from $340,951 for the six months ended June 30, 2004 to
$160,256 for the six months ended June 30, 2005. We recognized a gain of
approximately $150,000 on the settlement of the outstanding obligation due to
our Chinese Snap! manufacturer.

Amortization of debt discounts for the six months ended June 30, 2005 decreased
by $26,217 (19%) from $138,719 for the six months ended June 30, 2004 to
$112,502 for the six months ended June 30, 2005. The decrease is due to the
exercise of certain debt obligations by the holder during the period ended June
30, 2005 thereby eliminating ongoing amortization of the debt discount.

Interest expense for the six months ended June 30, 2005 increased by $46,175
(96%) from $47,984 for the six months ended June 30, 2004 to $94,159 for the six
months ended June 30, 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.

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<PAGE>

LIQUIDITY AND CASH RESOURCES

As of June 30, 2005 our cash position was $55,362 and we had negative working
capital of $262,010. 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 second quarter of 2005 we sold 533,458 shares of common stock for
cash in a private placement offering for gross proceeds of $293,402. We have
used the proceeds of the offering to fund the ongoing development of the uWink
Media Bistro and our products.

We will need additional working capital to fund our operations over the next 12
months. We believe that we will need at least an additional $3 million of
working capital to fund operations including 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 can 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.


CASH POSITION AND USES OF CASH

Our cash and cash equivalents position as of June 30, 2005 was $55,362.

During the six months ended June 30, 2005, net cash provided by operations was
$480,616, as compared to a use of $2,303,345 for the six months ended June 30,
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 $637,000, reduced accounts receivable by $326,000, reduced
inventory deposits by almost $250,000 these gains were aided substantially by
the ongoing issuance of common stock to pay for the services of employees,
consultants and others.

During the six months ended June 30, 2005, we used $800 in cash in investing
activities, as compared to $77,186 for the six months ended June 30, 2004. The
decrease is principally attributable to the decreased level of operations and
headcount.

During the six months ended June 30, 2005, our financing activities used cash in
the amount of $482,761 as compared to providing $1,433,421 for the six months
ended June 30, 2004. The significant decrease is due to the repayment of
advances received from shareholders and related parties in the first quarter of
2005 in the amount of approximately $815,000 coupled with reduced sales of our
common stock during the first six months of 2005.

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.

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<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 and
vending machines 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 or machines for a fixed price.


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 2004 Annual Report
on Form 10-KSB, including our ability to obtain development financing as and
when needed; the market's acceptance of our products;; 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.


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.

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<PAGE>

PART II.   OTHER INFORMATION


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

     During the three months ended June 30, 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 114,213 shares of common stock to a number of services providers
         in exchange for financial consulting services valued at $88,300. These
         issuances were made pursuant to the exemption from registration
         provided by Section 4(2) of the Securities Act of 1933;

    2.   we sold 532,927 shares of common stock for cash in a private placement
         offering for gross proceeds of $293,402. 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.

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<PAGE>


ITEM 6.  EXHIBITS

(a) Exhibits

    REGULATION
    S-B NUMBER                            EXHIBIT

       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.



August 15, 2005                                   By:   /s/ NOLAN K BUSHNELL
                                                        ------------------------
                                                        Nolan K. Bushnell
                                                        Chief Executive Officer
                                                        Chief Financial Officer
                                                        Chief Accounting Officer


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