<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, 2006

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

       For the transition period from ________________ to _______________

                                     0-29873
                            (Commission file number)

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

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

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

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

              12536 BEATRICE STREET, LOS ANGELES, CALIFORNIA 90066
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

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

The number of shares of common stock outstanding as of August 11, 2006 was
18,958,001.

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

Documents incorporated by reference:  None.



<PAGE>

                                   UWINK, INC.
                                      INDEX

                                                                           Page
                                                                          Number
                                                                          ------

PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

           Consolidated Balance Sheet as of June 30, 2006 (unaudited)          2

           Consolidated Statements of Operations for the three and six
           month periods ended June 30, 2006 and 2005 (unaudited)              3

           Consolidated Statements of Cash Flows for the three and six
           month periods ended June 30, 2006 and 2005 (unaudited)              4

           Notes to Consolidated Financial Statements (unaudited)              5

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

Item 3.    Controls and Procedures                                            32

PART II.   OTHER INFORMATION

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds        33

Item 6.    Exhibits                                                           34

SIGNATURES                                                                    35


                                        1


<PAGE>

PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

<TABLE>
<S>     <C>
                                 UWINK, INC. AND SUBSIDIARY
                                 CONSOLIDATED BALANCE SHEET
                                         (UNAUDITED)


                                                                                  JUNE 30
                                                                                   2006
                                                                               -------------

                                   ASSETS

CURRENT ASSETS
     Cash and cash equivalents                                                 $     510,632
     Account receivable, net of allowance for doubtful accounts of $62,873            22,780
     Inventory, net of obsolescence reserve of $296,688                               64,781
     Prepaid expenses and other current assets                                        53,609
                                                                               -------------
TOTAL CURRENT ASSETS                                                                 651,802
                                                                               -------------

PROPERTY AND EQUIPMENT, net of accumulated
      depreciation of $291,696                                                       209,986
                                                                               -------------
                                                                               $     861,788
                                                                               =============


                 LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable                                                          $     956,206
     Accrued expenses                                                                165,891
     Accrued payroll and related benefits                                            215,661
     Due to related parties                                                          223,000
     Notes Payable                                                                    91,721
     Advances from customers                                                          24,980
                                                                               -------------
TOTAL CURRENT LIABILITIES                                                          1,677,459
                                                                               -------------

     Convertible note payable, net of discount of $11,667                             88,333

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
     Common stock, $0.001 par value; 50,000,000 shares
        authorized; 18,608,086 shares issued and outstanding                          18,613
     Additional paid-in capital                                                   25,062,981
     Accumulated deficit                                                         (26,038,241)
     Shares to be issued                                                              52,644
                                                                               -------------
TOTAL STOCKHOLDERS' DEFICIT                                                         (904,004)
                                                                               -------------
                                                                               $     861,788
                                                                               =============


                    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                         UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                              2


<PAGE>

                                                 UWINK, INC. AND SUBSIDIARY
                                            CONSOLIDATED STATEMENTS OF OPERATIONS
                                                         (UNAUDITED)


                                                         THREE MONTH PERIODS ENDED              SIX MONTH PERIODS ENDED
                                                      --------------------------------      --------------------------------
                                                                   JUNE 30                              JUNE 30
                                                          2006                2005              2006              2005
                                                                           (RESTATED)                           (RESTATED)
                                                      -------------      -------------      -------------      -------------

NET SALES                                             $      59,683      $     311,585      $     110,052      $     653,489

COST OF SALES                                               107,955            236,205            142,123            423,498
                                                      -------------      -------------      -------------      -------------
GROSS PROFIT (LOSS)                                         (48,272)            75,380            (32,071)           229,991
                                                      -------------      -------------      -------------      -------------

OPERATING EXPENSES
     Selling, general and administrative expenses           791,058            776,433          1,182,869          1,904,330
     Research and development                                    --              4,651                 --              5,408
                                                      -------------      -------------      -------------      -------------
TOTAL OPERATING EXPENSES                                    791,058            781,084          1,182,869          1,909,738
                                                      -------------      -------------      -------------      -------------

LOSS FROM OPERATIONS                                       (839,331)          (705,704)        (1,214,940)        (1,679,747)
                                                      -------------      -------------      -------------      -------------

OTHER INCOME (EXPENSE)
     Other income                                             8,089                177             10,306                444
     Beneficial conversion of debt                           (2,500)           (10,066)           (25,000)           (20,132)
     Gain on settlement of debt                               2,700                529              3,376             10,256
     Interest expense                                       (32,301)           (23,759)           (42,442)           (94,159)
                                                      -------------      -------------      -------------      -------------
TOTAL OTHER INCOME (EXPENSE)                                (24,012)           (33,120)           (53,760)          (103,591)
                                                      -------------      -------------      -------------      -------------

NET LOSS                                              $    (863,342)     $    (738,823)     $  (1,268,700)     $  (1,783,339)
                                                      =============      =============      =============      =============

NET LOSS PER COMMON SHARE - BASIC & DILUTED           $       (0.05)     $       (0.06)     $       (0.08)     $       (0.16)
                                                      =============      =============      =============      =============

WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING - BASIC & DILUTED                       18,232,187         11,737,026         15,432,900         11,329,658
                                                      =============      =============      =============      =============


                                    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                                         UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                                              3


<PAGE>

                                      UWINK, INC. AND SUBSIDIARY
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (UNAUDITED)


                                                                           SIX MONTH PERIODS ENDED
                                                                      --------------------------------
                                                                                  JUNE 30
                                                                          2006                2005
                                                                                           (RESTATED)
                                                                      -------------      -------------

CASH FLOW FROM OPERATING ACTIVITIES:
    Net loss                                                          $  (1,268,700)     $  (1,783,339)
    Adjustment to reconcile net loss to net cash
      used in operating activities:
        Amortization of debt discount on convertible note payable            25,000             20,132
        Nominal Stock Option Expense                                        231,957             50,666
        Depreciation and amortization expense                                 5,234             63,573
        Bad debt allowance                                                  (13,120)           248,444
        Issuance of warrants for interest expense                            16,828                 --
        Issuance of common stock for services                                84,076          1,030,300
        Issuance of common stock for accrued interest                            --             42,500
        Inventory obsolescence reserve                                       79,233             62,437
        Provision for sales returns                                              --           (150,000)
        Gain on forgiveness of debt                                          (3,376)           (10,256)
      Changes in operating assets and liabilities:
        Accounts receivable                                                  (9,660)           (65,058)
        Inventory                                                           111,331             (1,747)
        Deposits - inventory                                                 66,398            245,165
        Prepaid expenses and other current assets                           (12,427)             3,615
        Accounts payable                                                     57,092             44,240
        Accrued expenses                                                    (13,869)           (31,253)
        Accrued payroll and related benefits                                123,415            (57,400)
        Advances from Customers                                                  --            (25,020)
                                                                      -------------      -------------
      Net cash used in operating activities                                (520,588)          (313,001)
                                                                      -------------      -------------

CASH FLOW FROM INVESTING ACTIVITIES:
      Payment for property and equipment                                   (196,141)              (800)
        Deposits - Gameworks                                                                   615,000
                                                                      -------------      -------------
      Net cash provided by (used in) investing activities                  (196,141)           614,200
                                                                      -------------      -------------

CASH FLOW FROM FINANCING ACTIVITIES:
        Debt Repayment                                                     (150,000)          (615,000)
        Proceeds (repayments) from advances from related parties            (97,000)           (54,000)
        Proceeds from issuance of common stock                            1,532,500            368,402
        (Payment) of offering costs                                         (81,898)                --
                                                                      -------------      -------------
      Net cash provided by (used in) financing activities                 1,203,602           (300,598)
                                                                      -------------      -------------


NET INCREASE IN CASH AND CASH EQUIVALENTS                                   486,873                601

CASH AND CASH EQUIVALENTS, Beginning of period                               23,759             57,342
                                                                      -------------      -------------

CASH AND CASH EQUIVALENTS, End of period                              $     510,632      $      57,943
                                                                      =============      =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

    Interest paid                                                     $      11,162      $          --
                                                                      =============      =============
    Income taxes paid                                                 $          --      $          --
                                                                      =============      =============
    Conversion of debt into common stock                              $          --      $     192,500
                                                                      =============      =============


                         THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                              UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                                   4
</TABLE>


<PAGE>

NOTE 1 - BASIS OF PRESENTATION AND GOING CONCERN

The unaudited consolidated financial statements have been prepared by uWink,
Inc. (the "Company" or "we"), pursuant to the rules and regulations of the
Securities and Exchange Commission. The information furnished herein reflects
all adjustments (consisting of normal recurring accruals and adjustments) which
are, in the opinion of management, necessary to fairly present the operating
results for the respective periods. Certain information and footnote disclosures
normally present in annual consolidated financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been omitted pursuant to such rules and regulations. These
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and footnotes for the year ended December 31,
2005 included in the Company's Annual Report on Form 10-KSB. The results of the
six months ended June 30, 2006 are not necessarily indicative of the results to
be expected for the full year ending December 31, 2006.

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 $1,268,700 for the six months ended June 30, 2006, and as
of June 30, 2006, the Company had an accumulated deficit of $26,038,241. These
conditions raise substantial doubt as to the Company's ability to continue as a
going concern. These unaudited consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty. These
unaudited consolidated financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts, or
amounts and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.

We expect to need to raise additional amounts of capital through the
sale of our equity or debt securities within the next 1-3 months because: we may
require additional funding to complete the build out of our prototype
restaurant; we do not expect to have sufficient funds remaining following
completion of the build out to fund our corporate overhead and expenses; and we
do not expect the cash flow from our first restaurant location to be sufficient
to cover our corporate overhead and expenses. As of the date of this report, we
have no commitments for the sale of our securities nor can we assure you that
such funds will be available on commercially reasonable terms, if at all. Should
we be unable to raise the required funds, our ability to finance our operations
and growth will be materially adversely affected.


                                        5


<PAGE>

Principles of Consolidation

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

Use of Estimates

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

Fair Value of Financial Instruments

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

Cash and Cash Equivalents

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

Concentration of Credit Risk

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

Research and Development

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


                                        6


<PAGE>

Software Development Costs

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

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

Revenue Recognition

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

The Company does not have any contractual obligations to provide post sale
support of its products. The Company does provide such support on a case by case
basis and the costs of providing such support are expensed as incurred.

Impairment of Long-Lived Assets

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


                                        7


<PAGE>

30, "Reporting the Results of Operations for a Disposal of a Segment of a
Business." The Company periodically evaluates the carrying value of long-lived
assets to be held and used in accordance with SFAS 144. SFAS 144 requires
impairment losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amounts. In
that event, a loss is recognized based on the amount by which the carrying
amount exceeds the fair market value of the long-lived assets. Loss on
long-lived assets to be disposed of is determined in a similar manner, except
that fair market values are reduced for the cost of disposal.

Advances from Customers

The Company records advances from customers as a liability and recognizes these
amounts as revenue over the period of the related agreement. As of June 30,
2006, advances from customers relating to licensing fees amounted to $24,980.

Returns

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

Advertising and Marketing Costs

The Company expenses costs of advertising and marketing as incurred.

Income Taxes

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


NOTE 2 - LOSS PER SHARE

The Company reports loss per share in accordance with SFAS No. 128, "Earnings
per Share." Basic loss per share is computed by dividing loss available to
common shareholders by the weighted average number of common shares available.
Diluted loss per share is computed similar to basic loss per share except that
the denominator is increased to include the number of additional common shares
that would have been outstanding if the potential common shares had been issued
and if the additional common shares were dilutive. The following potential
common shares have been excluded from the computation of diluted net loss per
share for the six months ended June 30, 2006 and 2005 because the effect would
have been anti-dilutive:


                                        8


<PAGE>

<TABLE>
                                                                           2006           2005
                                                                        ----------     ----------
<S>                                                                      <C>            <C>
              Shares to be issued upon conversion
               of convertible note                                              --        128,573
              Stock options issued to employees                          2,764,732        711,954
              Warrants issued to consultants and finders                   323,022        391,934
              Warrants issued for financing                              5,136,478      2,111,525
                                                                        ----------     ----------
                                                                         8,224,232      3,343,986
                                                                        ==========     ==========
</TABLE>


NOTE 3 - ACCOUNTS RECEIVABLE

Accounts Receivable at June 30, 2006                                 $   85,653
Less:  allowance for doubtful accounts                                  (62,873)
                                                                     ----------
                                                                     $   22,780
                                                                     ==========


NOTE 4 - INVENTORY

Inventory has been reviewed for obsolescence and stated at lower of cost or
market as of June 30, 2006, determined on a first in first out basis. During the
six months ended June 30, 2006, the Company recorded a reserve of obsolescence
amounting to $117,489.

Inventory at June 30, 2006                                           $  361,469
Less: obsolescence reserve                                             (296,688)
                                                                     ----------
                                                                     $   64,781
                                                                     ==========


NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment at June 30, 2006, consists of the following:

                  Computer equipment and related software             $ 208,041
                  Office furniture and equipment                         17,926
                  Leasehold improvements                                 84,849
                  Machinery and equipment                                39,783
                  Construction in Progress                              151,083
                                                                      ----------
                                                                        501,682
                  Less accumulated depreciation and amortization       (291,696)
                                                                      ----------
                                                                      $ 209,986
                                                                      ==========


                                        9


<PAGE>

NOTE 6 - CONCENTRATION OF CASH

The Company considers all liquid investments with an original maturity of three
months or less to be cash equivalents. As of June 30, 2006, the Company had cash
and cash equivalent balances totaling $386,760 in financial institutions, which
were in excess of federally insured amounts.


NOTE 7 - DUE TO RELATED PARTIES

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

Due to related parties outstanding at June 30, 2006 consisted of the following:

Convertible Note payable to Mr. Bradley Rotter, a member of the Company's board
of directors. This note (the "2006 Rotter Note") is due October 19, 2006,
accrues interest at 10%, and is convertible, at the option of Mr. Rotter, into
the same securities issued by the Company in (and on the same terms and
conditions pari passu with the investors in) any offering of its securities that
results in gross proceeds to the Company of at least $3,000,000. Upon
conversion, Mr.Rotter will receive as a conversion bonus additional securities
equal to 20% of the aggregate principal value plus accrued interest converted.
The 2006 Rotter Note is mandatorily repayable immediately following the
consummation of any offering of securities that results in gross proceeds to the
Company of at least $3,000,000. Upon such repayment, or upon repayment at
maturity, Mr. Rotter will receive warrants to purchase 100,000 shares of common
stock of the Company at an exercise price of $0.345.

On April 19, 2006, we entered into a letter agreement (the "Rotter Letter
Agreement") with Mr. Rotter in respect of the $200,000 Convertible Promissory
Note, dated October 10, 2005 and due April 10, 2006, from the Company to Mr.
Rotter (the "2005 Rotter Note"). Pursuant to the Rotter Letter Agreement,
effective April 19, 2006, we:

         1.       Repaid $100,000 of the principal amount of, together with
                  $10,356 of accrued interest on, the 2005 Rotter Note;

         2.       Issued immediately-exercisable, three-year warrants to Mr.
                  Rotter to purchase 100,000 shares of common stock at an
                  exercise price of $0.345 per share. The fair value of the
                  warrants of $16,828 was calculated using the Black Scholes
                  option pricing model using the following assumptions: risk
                  free rate of return of 7.5%, volatility of 86%, expected life
                  of 3 years and dividend yield of 0%. The fair value of the
                  warrants was accounted for as interest expense with a
                  corresponding amount debited to additional paid-in capital;
                  and

         3.       Issued the 2006 Rotter Note, described above, to Mr. Rotter,
                  in respect of the unpaid balance of $100,000 on the 2005
                  Rotter Note.

<TABLE>
<S>                                                                                     <C>
Principal Amount                                                                        $ 100,000

Loan payable to the brother-in-law of the President and CEO issued on August 10,
2005, 6% interest, unsecured, due upon demand                                              39,000

Loan payable to the wife of the President and CEO issued on various dates in
2004, 2005 and 2006, 8% interest, unsecured, due upon demand                               23,500

Loan payable to the Company's Vice President of Operations issued on various
dates in 2004 and 2005, 8% interest unsecured, due upon demand                             60,500
                                                                                        ---------
Total                                                                                   $ 223,000
                                                                                        =========
</TABLE>

                                       10


<PAGE>

During the three month period ended June 30, 2006, we accrued $4,960 in interest
on amounts due to related parties and paid $11,162 in interest on amounts due to
related parties.


NOTE 8 - NOTES PAYABLE

Notes payable outstanding at June 30, 2006 consisted of the following:

<TABLE>
<S>                                                                                     <C>
Loan payable to the Company's former Vice President of Marketing issued on
various dates in 2004 and 2005, 12% interest secured by inventory and
receivables of the Company, due February 15, 2007. The loan payable to the
Company's Vice President of Marketing was reclassified from Due to Related
Parties to Notes Payable on the December 31, 2005 balance sheet following the
termination of the holder's employment with the Company. Accrued interest of
$81,596 outstanding on this note as of June 30, 2006 is included under
accrued expenses on the balance sheet as of June 30, 2006.                              $ 81,844

On June 13, 2006, we repaid $30,000 of the principal amount of this note.

On June 15, 2006, we entered into an amended promissory note with Elite Cabinet
Corporation ("ECC") in relation to trade payables previously owing to ECC. The
principal amount of this note is $10,177.75 and the note accrues interest at 8%.
We are required to pay $300 per month on this note from June 15, 2006 to January
15, 2007, at which time the entire unpaid balance plus accrued interest is due
and payable. During the three months ended June 30, 2006, we repaid $300 of this
note.                                                                                       9,878
                                                                                        ---------
Total                                                                                    $ 91,722
                                                                                        =========


NOTE 9 - LONG TERM CONVERTIBLE NOTES PAYABLE

Long term convertible notes payable outstanding at June 30, 2006 consisted of
the following:

Convertible Note issued on September 8, 2005. The note is due September 8, 2007,
accrues interest at 10%, and is mandatorily convertible into the same securities
issued by the Company in (and on the same terms and conditions pari passu with
the investors in) any offering of its securities that results in gross proceeds
to the Company of at least $3,000,000. Upon conversion, the holder will receive
as a conversion bonus additional securities equal to 20% of the aggregate
principal value plus accrued interest converted. A portion of the value of this
note was recorded as a preferential conversion feature and recorded as discount
of $20,000 to be amortized over the term of the note, 2 years. $8,833 of this
discount is amortized as of June 30, 2006.

Principal Amount                                                                        $ 100,000
Less Discount                                                                             (11,667)
                                                                                        ---------
                                                                                        $  88,333
                                                                                        =========
</TABLE>

                                       11


<PAGE>

NOTE 10 - EQUITY

Common Stock

During the three-month period ended June 30, 2006, the Company:

issued 434,453 shares of common stock to various service providers valued at
$122,076, based on the closing price of our common stock on the date of the
relevant agreement. 189,026 of these shares valued at $59,708 were reflected as
shares to be issued on the balance sheet at March 31, 2006;

issued 33,333 shares of common stock valued at $10,000, based on the closing
price of our common stock on the date of the agreement, to Cody Management in
exchange for financial consulting services rendered; and

sold a total of 108,333 shares of common stock to 2 investors for gross proceeds
of $32,500. These investors also received immediately exercisable, three-year
warrants to purchase an aggregate of 54,167 shares of common stock at $0.345 per
share. The fair value of the warrants of $8,920 was calculated using the Black
Scholes option pricing model using the following assumptions: risk free rate of
return of 7.5%, volatility of 86%, expected life of three years and dividend
yield of 0%. The fair value of the warrants was accounted for as a cost of
raising equity with a corresponding amount debited to additional paid-in
capital. The shares of common stock issued to these investors are reflected as
shares to be issued on the June 30, 2006 balance sheet. We issued these shares
on July 24, 2006.


NOTE 11 - STOCK OPTIONS AND WARRANTS

Stock Options

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


                                       12


<PAGE>

Primarily as a result of adopting SFAS No. 123R, the Company recognized $231,957
in share-based compensation expense for the six months ended June 30, 2006. The
impact of this share-based compensation expense on the Company's basic and
diluted earnings per share was $0.02 per share. The fair value of our stock
options was estimated using the Black-Scholes option pricing model.

For periods presented prior to the adoption of SFAS No. 123R, pro forma
information regarding net income and earnings per share as required by SFAS No.
123 has been determined as if we had accounted for our employee stock options
under the original provisions of SFAS No. 123. The fair value of these options
was estimated using the Black-Scholes option pricing model. For purposes of pro
forma disclosure, the estimated fair value of the options is amortized to
expense over the option's vesting period. During the six months ended June 30,
2005, the Company recorded $50,666 as the stock based compensation expense.

                                                                       2005
                                                                   ------------
             Net loss as reported                                  $(1,783,339)
             Compensation recognized under APB 25                       50,666
             Compensation recognized under SFAS 123                   (162,650)
                                                                   ------------
             Pro forma                                             $(1,895,323)
                                                                   ============

             Basic and diluted loss per common share as reported   $     (0.16)
             Pro forma                                             $     (0.17)


The Company assumed the uWink.com, Inc. 2000 Employee Stock Option Plan pursuant
to its acquisition of uWink California. The 2000 Plan provides for the issuance
of up to 681,218 (after giving effect to a 3.15611 reverse stock split in
connection with the acquisition of uWink California) incentive and non-qualified
stock options to employees, officers, directors and consultants of the Company.
Options granted under the 2000 Plan vest as determined by the Board of
Directors, provided that any unexercised options will automatically terminate on
the tenth anniversary of the date of grant.

In 2004, the Company's Board of Directors approved the uWink, Inc. 2004 Stock
Incentive Plan (the "2004 Plan"). The 2004 Plan provides for the issuance of up
to 1,200,000 incentive stock options, non-qualified stock options, restricted
stock awards and performance stock awards to employees, officers, directors, and
consultants of the Company. Awards granted under the 2004 Plan vest as
determined by the Board of Directors, provided that no option or restricted
stock award granted under the 2004 Plan may be exercisable prior to six months
from its date of grant and no option granted under the 2004 Plan may be
exercisable after 10 years from its date of grant.

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


                                       13


<PAGE>

On June 8, 2006, the Company's Board of Directors approved the uWink, Inc. 2006
Equity Incentive Plan (the "2006 Plan"). The 2006 Plan provides for the issuance
of up to 1,000,000 incentive stock options, non-qualified stock options,
restricted and unrestricted stock awards and stock bonuses to employees,
officers, directors, and consultants of the Company. Awards granted under the
2006 Plan vest as determined by the Board of Directors, provided that:

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

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

Pursuant to the Stock Option Plans, during the twelve months ended December 31,
2004, the Company granted 352,835 stock options to employees that remain
outstanding as of June 30, 2006. 312,500 of these options were issued on July
15, 2004 (150,000 of these options were issued at an exercise price of $2.64,
the remainder were issued at $2.40); 23,751 were issued on December 16, 2004
(10,000 of these options were issued at an exercise price of $1.60, the
remainder were issued at $1.45); and 16,584 were issued on December 31, 2004
(10,000 of these options were issued at an exercise price of $1.38, the
remainder were issued at $1.25). All these options vest in 36 equal monthly
installments with an initial six-month cliff. All options issued during 2004
were issued at exercise prices equal to or in excess of the fair value of the
shares on the date of grant with the exception of the 16,584 options issued on
December 31, 2004. The fair value of the shares as reflected by the closing
price of the stock on December 31, 2004 was $1.45.


                                       14


<PAGE>

During the twelve months ended December 31, 2005, the Company granted 1,385,000
stock options to employees and directors that remain outstanding as of June 30,
2006. 420,000 of these options were granted on July 25, 2005 at an exercise
price of $0.36, which was equal to the fair value of the shares on that date.
350,000 of these options were granted on August 29, 2005 at an exercise price of
$0.43 per share, which was equal to the fair value of the shares on that date.
350,000 of these options were granted on September 15, 2005 at an exercise price
of $0.57 per share, which was equal to the fair value of the shares on that
date. 165,000 of these options were granted on October 21, 2005 at an exercise
price of $0.40 per share, which was equal to the fair value of the shares on
that date. 100,000 of these options were granted on November 11, 2005 at an
exercise price of $0.45 per share, which was equal to the fair value of the
shares on that date. All these options vest in 36 equal monthly installments
with an initial six-month cliff.

On February 10, 2006, the Company granted 400,000 stock options to an employee
at an exercise price of $0.30 per share. These options vest in 36 equal monthly
installments with an initial six-month cliff.

On May 12, 2006, the Company granted 500,000 stock options to our CEO, Nolan
Bushnell, at an exercise price of $0.33 per share. These options vest in 36
equal monthly installments with an initial six-month cliff.


Following is a summary of the stock option activity:

<TABLE>
<S>     <C>
                                                                                    Weighted
                                                                                    Average
                                                                      Options       Exercise      Aggregate
                                                                    outstanding      Price     Intrinsic Value
                                                                  -------------   -----------  ---------------
                Outstanding, December 31, 2005                       2,400,411       $0.88       $1,454,081
                Granted                                                900,000       $0.32
                Forfeited                                              535,679       $0.92
                Exercised                                                   --          --
                                                                  ------------
                Outstanding, June 30, 2006                           2,764,732       $0.69       $1,120,549
                                                                  ============
</TABLE>

Following is a summary of the status of options outstanding at June 30, 2006:

                        Outstanding Options
                        -------------------
                                                    Average
                                                   Remaining
                       Exercise                   Contractual
                        Price         Number          Life        Exercisable
                        -----         ------          ----        -----------
                        $0.30        400,000          9.6                --
                        $0.32         79,212          6.4            79,212
                        $0.33        500,000          9.9                --
                        $0.36        420,000          9.1           130,411
                        $0.40        165,000          9.3            37,973
                        $0.43        350,000          9.2            97,489
                        $0.45        100,000          9.4            21,096
                        $0.57        350,000          9.2            92,055
                        $1.25          6,584          8.5             3,283
                        $1.38         10,000          8.5             4,986
                        $1.45         13,751          8.5             7,045
                        $1.60         10,000          8.5             5,123
                        $2.37         28,516          5.8            28,516
                        $2.40        162,500          8.1           106,107
                        $2.64        150,000          8.1            97,945
                        $3.16         19,169          3.5            19,169


                                       15


<PAGE>

For options granted during the six months ended June 30, 2006, the
weighted-average fair value of such options was $0.27.

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

For the 400,000 options granted on February 10, 2006:

           Risk-free interest rate                                        7.75%
           Expected life of the options                             10.00 years
           Expected volatility                                             109%
           Expected dividend yield                                            0


For the 500,000 options granted on May 12, 2006:

           Risk-free interest rate                                        7.75%
           Expected life of the options                             10.00 years
           Expected volatility                                           85.78%
           Expected dividend yield                                            0


Warrants
--------

Following is a summary of the warrant activity for the six month period ended
June 30, 2006.

                                                                   Weighted-
                                                                   Average
                                                                   Exercise
                                                     Warrants       Price
                                                    ----------     --------
Balance, December 31, 2005                           2,435,337     $  3.09
Granted                                              3,104,167     $  0.35
Exercised                                                   --          --
Cancelled                                               80,004     $  6.31
Balance June 30, 2006                                5,459,500     $  1.48


During the three month period ended June 30, 2006, the Company issued 54,167
immediately-exercisable, three-year warrants to 2 investors at an exercise price
of $0.345. The fair value of the warrants of $8,920 was calculated using the
Black Scholes option pricing model using the following assumptions: risk free
rate of return of 7.5%, volatility of 86%, expected life of three years and
dividend yield of 0%. The fair value of the warrants was accounted for as a cost
of raising equity with a corresponding amount debited to additional paid-in
capital.

During this period, we also issued 100,000 immediately-exercisable, three-year
warrants to Mr. Bradley Rotter, a director of the Company, at an exercise price
of $0.345 in connection with the partial repayment and partial extension of a
$200,000 convertible note. The fair value of the warrants of $16,828 was
calculated using the Black Scholes option pricing model using the following
assumptions: risk free rate of return of 7.5%, volatility of 86%, expected life
of 3 years and dividend yield of 0%. The fair value of the warrants was
accounted for as interest expense with a corresponding amount debited to
additional paid-in capital.


                                       16


<PAGE>

Following is a summary of the status of warrants outstanding at June 30, 2006:

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

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


      $0.345         3,104,167            2.68             3,104,167

       $1.50           533,458            3.88               533,458

       $1.58            38,023            0.94                38,023

       $1.75            85,000            3.25                85,000

       $2.00           245,000            2.81               245,000

       $2.37           284,995            0.63               284,995

       $3.50           890,988            3.25               890,988

       $4.42            64,500            0.15                64,500

       $5.00            50,000            2.76                50,000

       $6.31            63,369            0.05                63,369

       $7.00            50,000            2.76                50,000

       $9.00            50,000            2.76                50,000


NOTE 12 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In February 2006, FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments". SFAS No. 155 amends SFAS No 133, "Accounting for
Derivative Instruments and Hedging Activities", and SFAF No. 140, "Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities". SFAS No. 155, permits fair value remeasurement for any hybrid
financial instrument that contains an embedded derivative that otherwise would
require bifurcation, clarifies which interest-only strips and principal-only
strips are not subject to the requirements of SFAS No. 133, establishes a
requirement to evaluate interest in securitized financial assets to identify
interests that are freestanding derivatives or that are hybrid financial
instruments that contain an embedded derivative requiring bifurcation, clarifies
that concentrations of credit risk in the form of subordination are not embedded
derivatives, and amends SFAS No. 140 to eliminate the prohibition on the
qualifying special-purpose entity from holding a derivative financial instrument
that pertains to a beneficial interest other than another derivative financial
instrument. This statement is effective for all financial instruments acquired
or issued after the beginning of the Company's first fiscal year that begins
after September 15, 2006.


                                       17


<PAGE>

In March 2006, FASB issued SFAS 156 "Accounting for Servicing of Financial
Assets" this Statement amends FASB Statement No. 140, ACCOUNTING FOR TRANSFERS
AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF LIABILITIES, with
respect to the accounting for separately recognized servicing assets and
servicing liabilities. This Statement:

    1.   Requires an entity to recognize a servicing asset or servicing
         liability each time it undertakes an obligation to service a financial
         asset by entering into a servicing contract.

    2.   Requires all separately recognized servicing assets and servicing
         liabilities to be initially measured at fair value, if practicable.

    3.   Permits an entity to choose "Amortization method" or "Fair value
         measurement method" for each class of separately recognized servicing
         assets and servicing liabilities.

    4.   At its initial adoption, permits a one-time reclassification of
         available-for-sale securities to trading securities by entities with
         recognized servicing rights, without calling into question the
         treatment of other available-for-sale securities under Statement 115,
         provided that the available-for-sale securities are identified in some
         manner as offsetting the entity's exposure to changes in fair value of
         servicing assets or servicing liabilities that a servicer elects to
         subsequently measure at fair value.

    5.   Requires separate presentation of servicing assets and servicing
         liabilities subsequently measured at fair value in the statement of
         financial position and additional disclosures for all separately
         recognized servicing assets and servicing liabilities.

This Statement is effective as of the beginning of the Company's first fiscal
year that begins after September 15, 2006. Management believes that this
statement will not have a significant impact on the financial statements.


NOTE 13 - COMMITMENTS AND CONTINGENCIES

Other Litigation

In the ordinary course of business, the Company is generally subject to claims,
complaints, and legal actions. As of June 30, 2006, management believes that the
Company is not a party to any action which would have a material impact on its
financial condition, operations, or cash flows.


                                       18


<PAGE>

Leases

Effective May 31, 2006, we terminated the lease agreement at our former
corporate offices at 12536 Beatrice Street, Los Angeles, California 90066. In
consideration for the early termination of the lease, we agreed to allow the
landlord to retain $20,000 of the security deposit held by the landlord under
the lease.

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

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

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


                                       19


<PAGE>

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

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

Our obligation to pay rent under this lease commences on the earlier of the date
we open for business and October 5, 2006.


NOTE 14 - SUBSEQUENT EVENTS

On July 24, 2006, we issued 108,833 shares valued at $32,500 to 2 investors.
These shares were reflected as shares to be issued on the balance sheet at June
30, 2006.


                                       20


<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, 2005 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

uWink, Inc. ("uWink", "we", "us", or the "Company") is a digital entertainment
company, based in Los Angeles, California, that designs and develops interactive
entertainment software and platforms for restaurants, bars, and mobile devices.

Over several years of operation, we have invested substantial time and capital
in the construction of a uniform development platform. We have used this
platform to develop over 70 short-form video games (the "uWink Game Library")
and interactive entertainment and vending products. We believe our software and
hardware components 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.

For the past two years we have derived our revenue from the sale of our SNAP!
countertop game platforms (and its predecessor platforms) and the Bear Shop (aka
Boxter Bear, hereinafter "Bear Shop") 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.

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

We have made a strategic decision to reposition the Company as an entertainment
restaurant company. As a result, we are winding down our SNAP! and Bear Shop
manufacturing and sales operations and we have decided not to enter the 2006
marketing cycle of tradeshows and advertising for SNAP! and Bear Shop. This
decision also allowed us to reduce staff and liquidate inventory and
product-related receivables. We believe that the restaurant project is the most
cost effective way to monetize our investment in technology. We are currently
seeking to license our SNAP! and Bear Shop intellectual property to 3rd party
manufacturers in exchange for licensing fees.


                                       21


<PAGE>

Going forward, our strategy is to leverage our network and entertainment
software assets, including the uWink Game Library, to develop an interactive
entertainment restaurant concept, the uWink Bistro. uWink Bistro is designed to
allow customers to order food, drinks, and games/media via touch screens at the
table. This concept integrates food and our interactive entertainment software
to provide what we believe to be a new entertainment dining experience. We are
currently planning on opening our first uWink Bistro in the Los Angeles,
California area in the third quarter of 2006. We have not yet generated any
revenue from the uWink Bistro.

Prominent features of the uWink Bistro concept are expected to include:

         AT-THE-TABLE TOUCH SCREEN ORDERING. We plan to offer our guests the
         ability to order food and drinks via touch screens at the table, rather
         than from a waitperson. We are planning that orders from the table will
         go straight to the kitchen and that, as the food is ready, it will be
         delivered by runners from the kitchen to the table.

         AT-THE-TABLE ENTERTAINMENT. We expect to provide our guests with
         at-the-table entertainment, including games from the uWink Game
         Library, video, cartoons, and film trailers, via touch screen
         terminals.

         DISTINCTIVE CASUAL DINING EXPERIENCE AND VALUE PROPOSITION. We are
         aiming our concept to compete in the "fast-casual dining" segment of
         the restaurant market. We believe our concept will combine some of the
         best elements of the fast-casual dining market, including freshly
         prepared food with generous portions at attractive price points and
         quick turnaround times, with innovative at-the-table ordering and
         entertainment to create a new experience for fast-casual dining
         patrons. We are targeting our average check to be $12 to $16 per guest,
         excluding alcoholic beverages; at this price point we believe that we
         will provide an attractive and entertaining value proposition for
         fast-casual diners.

Led by Nolan Bushnell, our Chairman and Chief Executive officer and the founder
of both Atari and Chuck E. Cheese, and our Director of Restaurant Operations (on
a consulting basis), John Kaufman, former Vice President of Operations at
California Pizza Kitchen, we believe we have assembled a management team with
the vision and experience to successfully execute on the uWink Bistro concept.


                                       22


<PAGE>

We plan to open our first restaurant in Woodland Hills, California (Los Angeles
area) at the Westfield Promenade Shopping Center in the third quarter of 2006.
This location is approximately 5300 square feet and has seating for
approximately 160 guests, excluding patio seats. We have secured an
approximately 10 year lease on this location.

On March 3, 2006, we raised gross proceeds of $1,500,000 via the private
placement of 5,000,000 shares of common stock to 22 investors. The investors in
the transaction also received immediately-exercisable, three-year warrants to
purchase an aggregate of 2,500,000 shares of common stock priced at $0.345 per
share. Merriman Curhan Ford & Co. acted as sole placement agent for this
transaction. We paid to Merriman Curhan Ford & Co, as placement agent, a
commission of $75,000 (equal to 5% of the aggregate offering price) plus $5,000
in expenses. Merriman also received an additional 450,000
immediately-exercisable, three-year warrants to purchase common stock at $0.345
per share as part of this fee arrangement.

We are using the net proceeds to fund the capital expenditures, and provide the
operating capital, for our first uWink Bistro.

We currently expect that we will be required to spend approximately an
additional $400,000-$500,000 over the next 1-2 months to complete the build out
of the Woodland Hills location. We have engaged an executive chef and 3 managers
and are currently in the process of hiring 35-50 full-time and part-time
non-managerial restaurant staff.

We expect to need to raise additional amounts of capital through the sale of our
equity or debt securities within the next 1 to 3 months because: we may require
additional funding to complete the build out of our prototype restaurant; we do
not expect to have sufficient funds remaining following completion of the build
out to fund our corporate overhead and expenses; and we do not expect the cash
flow from our first restaurant location to be sufficient to cover our corporate
overhead and expenses. As of the date of this report, we have no commitments for
the sale of our securities nor can we assure you that such funds will be
available on commercially reasonable terms, if at all. Should we be unable to
raise the required funds, our ability to finance our operations and growth will
be materially adversely affected.

Our near term strategy is to prove our concept at the Woodland Hills location
within the next 6 to 9 months and then raise additional capital necessary to
fund our operations and to open 2 to 3 additional company-owned and/or managed
restaurants within the next 12 to 18 months. We are currently in discussions
with a number of potential joint venture partners that would provide the capital
and real estate for additional restaurants that would be managed, but not owned,
by the Company.

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


                                       23


<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
$1,268,700 for the six months ended June 30, 2006, and as of June 30, 2006, we
had an accumulated deficit of $26,038,241. 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, 2006 compared with the six months ended June 30, 2005.

Net sales for the six months ended June 30, 2006 decreased by $543,437 (83%)
from $653,489 for the six months ended June 30, 2005 to $110,052 for the six
months ended June 30, 2006. The decrease in revenue is largely attributable to
our decision to wind down our SNAP! and Bear Shop manufacturing and sales
operations and reposition the Company as an entertainment restaurant company.
The revenue generated during the first six month of 2006 is attributable to the
liquidation of part of our remaining SNAP! and Bear Shop inventories. There was
no revenue associated with our entertainment restaurant operations for the six
months ended June 30, 2006. In addition, we generated licensing revenue of
$12,400 (11.3% of total revenue) in the first six months of 2006, as compared to
$50,000 (8% of total revenue) for the first six months of 2005.

Cost of sales for the six months ended June 30, 2006 decreased by $281,375 (66%)
from $423,498 for the six months ended June 30, 2005 to $142,123 for the six
months ended June 30, 2006. The decrease in cost of sales is attributable to
lower SNAP! and Bear Shop sales volume resulting from our decision to wind
down our SNAP! and Bear Shop operations. During the three months ended June 30,
2006, we wrote off $66,398 of uncollectible advances to suppliers to cost of
good sold, resulting in negative gross profit of $32,071 for the six months
ended June 30, 2006, as compared to $229,991 of gross profit for the six months
ended June 30, 2005.

Selling, general and administrative expenses for the six months ended June 30,
2006 decreased by $721,461 (38%) from $1,904,330 for the six months ended June
30, 2005 to $1,182,869 for the six months ended June 30, 2006. The decrease is
attributable to an approximately $875,000 reduction in financial consulting
expense from $903,354 in the first six months of 2005 to $26,000 in the first
six months of 2006. In the first six months of 2005 we issued in excess of
$800,000 worth of shares of our common stock in exchange for outside investor
relations and financial consulting services. The decrease in financial
consulting expense was partially offset by higher nominal stock option expense
in 2006 resulting from the expensing of options granted to employees based on
the fair market value of the options ($231,957 of expense in 2006 versus $50,666
of expense in 2005). In 2005, we recorded expense only for those options that
were issued at an exercise price below the closing price of the stock on the
date of grant.


                                       24


<PAGE>

As a result, our loss from operations for the six months ended June 30, 2006 was
reduced by $464,807 (28%) to $1,214,940, from a loss of $1,679,747 for the six
months ended June 30, 2006.

Total other expense (excluding nominal stock option expense) for the six months
ended June 30, 2006 decreased by $49,831 (48%) from $103,591 for the six months
ended June 30, 2005 to $53,760 for the six months ended June 30, 2006. This
decrease was primarily attributable to an approximately $52,000 reduction in
interest expense from $94,159 for the first six months of 2005 to $42,442 for
the first six months of 2006. The reduction in interest expense is attributable
to lower levels of debt in 2006 resulting from the conversion and repayment of
convertible notes in late 2005 and early 2006 and the repayment in 2005 of
amounts borrowed to fund our pursuit of the assets of Sega Gameworks out of
bankruptcy. In addition, on April 19, 2006, we issued 100,000
immediately-exercisable, three-year warrants to Mr. Bradley Rotter, a director
of the Company, at an exercise price of $0.345 in connection with the partial
repayment and partial extension of a $200,000 convertible note. The fair value
of the warrants of $16,828 was calculated using the Black Scholes option pricing
model using the following assumptions: risk free rate of return of 7.5%,
volatility of 86%, expected life of 3 years and dividend yield of 0%. The fair
value of the warrants was accounted for as interest expense with a corresponding
amount debited to additional paid-in capital.

As a result, our net loss for the six months ended June 30, 2006 was reduced by
$514,639 (29%) to $1,268,700, from a net loss of $1,783,339 for the six months
ended June 30, 2005.


                                       25


<PAGE>

LIQUIDITY AND CASH RESOURCES

As of June 30, 2006, our cash position was $510,632 and we had negative working
capital of $1,025,657. Working capital represents our current assets minus our
current liabilities and is related to our ability to pay short term debt as it
becomes due.

On March 3, 2006, we raised gross proceeds of $1,500,000 via the private
placement of 5,000,000 shares of common stock to 22 investors. The investors in
the transaction also received immediately-exercisable, three-year warrants to
purchase an aggregate of 2,500,000 shares of common stock priced at $0.345 per
share. Merriman Curhan Ford & Co. acted as sole placement agent for this
transaction. We paid to Merriman Curhan Ford & Co, as placement agent, a
commission of $75,000 (equal to 5% of the aggregate offering price) plus $5,000
in expenses. Merriman also received an additional 450,000
immediately-exercisable, three-year warrants to purchase common stock at $0.345
per share as part of this fee arrangement. We are using the net proceeds from
this private placement to fund the capital expenditures, and provide the
operating capital, required to open our first uWink Bistro.

On May 9, 2006 and June 12, 2006, we sold a total of 108,333 shares of common
stock to 2 investors for gross proceeds of $32,500. These investors also
received immediately-exercisable, three-year warrants to purchase an aggregate
of 54,167 shares of common stock at $0.345 per share. The fair value of the
warrants of $8,920 was calculated using the Black Scholes option pricing model
using the following assumptions: risk free rate of return of 7.5%, volatility of
86%, expected life of three years and dividend yield of 0%. The fair value of
the warrants was accounted for as a cost of cost of raising equity with a
corresponding amount debited to additional paid-in capital. The shares of common
stock issued to these investors are reflected as shares to be issued on the June
30, 2006 balance sheet. We issued these shares on July 24, 2006.

On March 16, 2006, we repaid a $120,000 convertible note together with $7,000 of
accrued interest.


                                       26


<PAGE>

On April 19, 2006, we entered into a letter agreement (the "Rotter Letter
Agreement") with Mr. Bradley Rotter, a member of our board of directors, in
respect of the $200,000 Convertible Promissory Note, dated October 10, 2005 and
due April 10, 2006, from the Company to Mr. Rotter (the "2005 Rotter Note").
Pursuant to the Rotter Letter Agreement, effective April 19, 2006, we:

         1.       Repaid $100,000 of the principal amount of, together with
                  $10,356 of accrued interest on, the 2005 Rotter Note;

         2.       Issued immediately-exercisable, three-year warrants to Mr.
                  Rotter to purchase 100,000 shares of common stock at an
                  exercise price of $0.345 per share. The fair value of the
                  warrants of $16,828 was calculated using the Black Scholes
                  option pricing model using the following assumptions: risk
                  free rate of return of 7.5%, volatility of 86%, expected life
                  of 3 years and dividend yield of 0%. The fair value of the
                  warrants was accounted for as interest expense with a
                  corresponding amount debited to additional paid-in capital;
                  and

         3.       Issued a new $100,000, six-month note to Mr. Rotter, described
                  below, in respect of the unpaid balance of $100,000 on the
                  2005 Rotter Note. Upon repayment of this note, Mr. Rotter will
                  receive additional warrants to purchase 100,000 shares of
                  common stock of the Company at an exercise price of $0.345.

On June 13, 2006, we repaid $30,000 of the principal amount of the loan payable
to our former Vice President of Marketing described below.


                                       27


<PAGE>

Our debt at June 30, 2006 consisted of the following:

A $100,000 convertible note payable to Mr. Bradley Rotter, a member of the
Company's board of directors. This note is due October 19, 2006, accrues
interest at 10%, and is convertible, at the option of Mr. Rotter, into the same
securities issued by the Company in (and on the same terms and conditions pari
passu with the investors in) any offering of its securities that results in
gross proceeds to the Company of at least $3,000,000. Upon conversion, Mr.
Rotter will receive as a conversion bonus additional securities equal to 20% of
the aggregate principal value plus accrued interest converted. The note is
mandatorily repayable immediately following the consummation of any offering of
securities that results in gross proceeds to the Company of at least $3,000,000.
Upon such repayment, or upon repayment at maturity, Mr. Rotter will receive
warrants to purchase 100,000 shares of common stock of the Company at an
exercise price of $0.345.

A $100,000 convertible note issued on September 8, 2005 issued to Mr. William
Hines. The note is due September 8, 2007, accrues interest at 10%, and is
mandatorily convertible into the same securities issued by the Company in (and
on the same terms and conditions pari passu with the investors in) any offering
of its securities that results in gross proceeds to the Company of at least
$3,000,000. Upon conversion, the holder will receive as a conversion bonus
additional securities equal to 20% of the aggregate principal value plus accrued
interest converted.

A $81,844 loan payable to the Company's former Vice President of Marketing
issued on various dates in 2004 and 2005, 12% interest secured by inventory and
receivables of the Company, due February 15, 2007.

On June 15, 2006, we entered into an amended promissory note with Elite Cabinet
Corporation ("ECC") in relation to trade payables previously owing to ECC. The
principal amount of this note is $10,177.75 and the note accrues interest at 8%.
We are required to pay $300 per month on this note from June 15, 2006 to January
15, 2007 at which time the entire unpaid balance plus accrued interest is due
and payable. During the three months ended June 30, 2006, we repaid $300 of this
note.

A $39,000 loan payable to the brother-in-law of our CEO issued on August 10,
2005, 6% interest, unsecured, due upon demand.

A $23,500 loan payable to the wife of our CEO issued on various dates in 2004,
2005 and 2006, 8% interest, unsecured, due upon demand.

A $60,500 loan payable to the Company's Vice President of Operations issued on
various dates in 2004 and 2005, 8% interest unsecured, due upon demand.

We currently expect that we will be required to spend approximately an
additional $400,000-$500,000 over the next 1-2 months to complete the build out
of the Woodland Hills location for our first restaurant.

We expect to need to raise additional amounts of capital through the sale of our
equity or debt securities within the next 1 to 3 months because: we may require
additional funding to complete the build out of our prototype restaurant; we do
not expect to have sufficient funds remaining following completion of the build
out to fund our corporate overhead and expenses; and we do not expect the cash
flow from our first restaurant location to be sufficient to cover our corporate
overhead and expenses. As of the date of this report, we have no commitments for
the sale of our securities nor can we assure you that such funds will be
available on commercially reasonable terms, if at all. Should we be unable to
raise the required funds, our ability to finance our operations and growth will
be materially adversely affected.


                                       28


<PAGE>

CASH POSITION AND USES OF CASH

Our cash and cash equivalents position as of June 30, 2006 was $510,632.

During the six months ended June 30, 2006, net cash used in operations was
$520,588, as compared to using cash of $313,001 for the six months ended
June 30, 2005. The increase in cash used in operations is primarily attributable
to the reduced use of common stock to pay for services in 2006 as compared to
2005. In the first six months of 2005, we issued $1,030,300 worth of shares of
our common stock to pay for services, as compared to $84,706 in the first six
months of 2006.

During the six months ended June 30, 2006, we used $196,141 in our investing
activities, as compared to generating $614,200 in 2005. In the first six months
of 2006, we invested $196,141 in computers, third party software, construction
costs and other equipment relating to the build out of the Woodland Hills
location for our first restaurant. In 2005, we invested only $800 in plant,
property and equipment, in line with our reduced levels of staffing and
operations during that period. In December 2004, we invested $615,000 in a
deposit related to our pursuit of the assets of Sega Gameworks out of
bankruptcy. We liquidated this deposit during the first three months of 2005,
resulting in net positive cash from investing activities of $614,200 for the six
months ended June 30, 2005.

During the six months ended June 30, 2006, our financing activities provided
cash in the amount of $1,203,602 as compared to using cash of $300,598 for the
six months ended June 30, 2005. The increase is primarily due to a $1,082,200
increase in net proceeds from the issuance of common stock in 2006 as compared
to 2005, and lower levels of debt repayment in the first six months of 2006, as
compared to the first six months of 2005.

In the first six months of 2006, we repaid $150,000 of loans to unrelated
parties and made net repayment of $97,000 on amounts due to related parties. In
the first six months of 2005, we repaid $615,000 borrowed in 2004 relating to
our pursuit of the assets of Sega Gameworks out of bankruptcy and $54,000 of
amounts due to related parties.

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.


                                       29


<PAGE>

Software Development Costs

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

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

Revenue Recognition

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

The Company does not have any contractual obligations to provide post sale
support of its products. The Company does provide such support on a case by case
basis and the costs of providing such support are expensed as incurred.


                                       30


<PAGE>

FORWARD-LOOKING STATEMENTS

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

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

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

         o        the accuracy of our estimates and projections;

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

         o        changes in our business plan and corporate strategies; and

         o        other risks and uncertainties discussed in greater detail
                  under "Risk Factors" in our Annual Report on Form 10-KSB for
                  the year ended December 31, 2005.

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


                                       31


<PAGE>

ITEM 3.    CONTROLS AND PROCEDURES

Under the supervision and with the participation of its senior management,
including the Chief Executive Officer, the Company conducted an evaluation of
the effectiveness of the design and operation of its disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act,
as of the end of the period covered by this report (the "Evaluation Date").
Based on this evaluation, the Company's CEO concluded as of the Evaluation Date
that certain of the Company's disclosure controls and procedures were not
effective, as evidenced by the following failures:

Failure to timely file the financial statements and proforma financial
information in connection with our acquisition of our wholly owned subsidiary
uWink California. This filing was due on February 19, 2004 and was not made
until May 18, 2004.

Failure to file a report on Form 8-K regarding our sale, on May 15, 2005, of
533,458 shares of common stock for cash to 6 investors for $293,402.

Failure to file a report on Form 8-K regarding the appointment of Bradley Rotter
to our Board of Directors effective November 11, 2005.

As set forth in our Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2005 and our Current Report on Form 8-K/A filed on May 30, 2006,
during a re-audit of our 2004 financial results we discovered a number of
accounting errors that required the restatement of our financial statements for
the fiscal year ended December 31, 2004.

Changes in Internal Control Over Financial Reporting

The Company intends to address the ineffective controls and procedures, and to
take appropriate action to correct the deficiencies identified. The Board of
Directors is performing oversight of the implementation of enhancements and
improvements to its internal controls.

Limitations on Controls

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


                                       32


<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, 2006, we sold or issued unregistered
shares of our equity securities in the following transactions:

On April 19, 2006, we entered into a letter agreement (the "Rotter Letter
Agreement") with Mr. Bradley Rotter, a member of our board of directors, in
respect of the $200,000 Convertible Promissory Note, dated October 10, 2005 and
due April 10, 2006, payable to Mr. Rotter (the "2005 Rotter Note"). Pursuant to
the Rotter Letter Agreement, effective April 19, 2006, we:

         1.       Repaid $100,000 of the principal amount of, together with
                  $10,356 of accrued interest on, the 2005 Rotter Note;

         2.       Issued immediately-exercisable, three-year warrants to Mr.
                  Rotter to purchase 100,000 shares of common stock at an
                  exercise price of $0.345 per share; and

         3.       Issued a new convertible note (the "2006 Rotter Note") payable
                  to Mr. Rotter, in respect of the unpaid balance of $100,000 on
                  the 2005 Rotter Note. This note is due October 19, 2006,
                  accrues interest at 10%, and is convertible, at the option of
                  Mr. Rotter, into the same securities issued by the Company in
                  (and on the same terms and conditions pari passu with the
                  investors in) any offering of its securities that results in
                  gross proceeds to the Company of at least $3,000,000. Upon
                  conversion, Mr. Rotter will receive as a conversion bonus
                  additional securities equal to 20% of the aggregate principal
                  value plus accrued interest converted. The 2006 Rotter Note is
                  mandatorily repayable immediately following the consummation
                  of any offering of securities that results in gross proceeds
                  to the Company of at least $3,000,000. Upon such repayment, or
                  upon repayment at maturity, Mr. Rotter will receive additional
                  warrants to purchase 100,000 shares of common stock of the
                  Company at an exercise price of $0.345.

These issuances were made pursuant to the exemption from registration provided
by SEC Rule 506 promulgated under Regulation D of the Securities Act of 1933.

On June 8, 2006, we issued 33,333 shares of common stock valued at $10,000,
based on the closing price of our common stock on the date of the agreement, to
Cody Management in exchange for financial consulting services rendered. This
issuance was made pursuant to the exemption from registration provided by
Section 4(2) of the Securities Act of 1933.

On May 9, 2006 and June 12, 2006, we sold a total of 108,333 shares of common
stock to 2 investors for gross proceeds of $32,500. These investors also
received immediately-exercisable, three-year warrants to purchase an aggregate
of 54,167 shares of common stock priced at $0.345 per share. These shares
remained unissued at June 30, 2006 for ministerial reasons and are reflected as
shares to be issued on the June 30, 2006 balance sheet. We issued these shares
on July 24, 2006. These issuances were made pursuant to the exemption from
registration provided by SEC Rule 506 promulgated under Regulation D of the
Securities Act of 1933.


                                       33


<PAGE>

ITEM 6.  EXHIBITS

(a) Exhibits

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



         3.1      Restated Certificate of Incorporation of the Company
                  (incorporated by reference to our Quarterly Report on Form
                  10-KSB for the Year ended December 31, 2003).

         3.2      Restated Bylaws of the Company (incorporated by reference to
                  our Annual Report on Form 10-QSB for the Quarter ended June
                  30, 2004).

         4.1      2006 Equity Incentive Plan (incorporated by reference to our
                  Current Report on Form 8-K filed on June 19, 2006).

         10.1     Letter Agreement, dated April 19, 2006, between the Company
                  and Mr. Bradley Rotter (incorporated by reference to our
                  Current Report on Form 8-K filed on April 19, 2006).

         10.2     Form of uWink, Inc. Warrant issued to Bradley Rotter
                  (incorporated by reference to our Current Report on Form 8-K
                  filed on April 19, 2006).

         10.3     $100,000 Convertible Promissory Note, dated April 19, 2006
                  (incorporated by reference to our Current Report on Form 8- K
                  filed on April 19, 2006).

         10.4     Lease Termination Agreement, dated May 10, 2006, between the
                  Company, Patco Properties LP and Nolan Bushnell (incorporated
                  by reference to our Current Report on Form 8- K filed on June
                  5, 2006).

         10.5     Lease Agreement, dated May 22, 2006, between the Company and
                  Clyde C. Berkus (incorporated by reference to our Current
                  Report on Form 8- K filed on June 5, 2006).

         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.


                                       34


<PAGE>

                                   SIGNATURES

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

                                                  UWINK, INC.


August 14, 2006                                   By:  /s/ NOLAN K. BUSHNELL
                                                       ------------------------
                                                       Nolan K. Bushnell
                                                       Chief Executive Officer


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


                                       35