<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 SEPTEMBER 30, 2005

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

       For the transition period from ________________ to _______________

                                     0-29873
                            (Commission file number)

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

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

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

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

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

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

    The number of shares of common stock outstanding as of November 10, 2005
                                 was 12,468,788

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






<PAGE>


                                   UWINK, INC.
                                      INDEX

                                                                           Page
                                                                          Number
                                                                          ------

PART I.    FINANCIAL INFORMATION                                            2

Item 1.    Financial Statements                                             2

           Consolidated Balance Sheet as of September 30, 2005
           (unaudited)                                                      2

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

           Consolidated Statements of Cash Flows for the
           nine months ended September 30, 2005 and 2004 (unaudited)        4

           Notes to Consolidated Financial Statements (unaudited)           5

Item 2.    Management's Discussion and Analysis or Plan of Operations      10

Item 3.    Controls and Procedures                                         14

PART II.   OTHER INFORMATION                                               15

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds     15

Item 6.    Exhibits                                                        16

SIGNATURES                                                                 16


                                        1





<PAGE>

PART I.    FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS


                           UWINK, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET


                                                                     September
                                                                     30, 2005
                                                                   ------------
                                                                    (Unaudited)
                                     ASSETS

CURRENT ASSETS
     Cash and cash equivalents                                     $        981
     Account receivable, net of allowance for doubtful
       accounts of $57,545                                              205,927
     Inventory, net of obsolescence reserve of
       $88,546                                                          406,415
     Deposits - inventory                                                85,425
     Prepaid expenses and other current assets                           51,610

                                                                   ------------
TOTAL CURRENT ASSETS                                                    750,358

PROPERTY AND EQUIPMENT, net of accumulated depreciation of
     $528,858                                                            26,026
CAPITALIZED SOFTWARE DEVELOPMENT COSTS, net of accumulated
     amortization of $890,511                                           137,056

                                                                   ------------
TOTAL ASSETS                                                       $    913,440
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                              $    568,750
     Accrued expenses                                                   171,072
     Accrued payroll and related benefits                                   400
     Due to related parties                                             373,094
     Convertible note payable, net of discount of $37,500               187,503
     Unearned revenue                                                    25,000
                                                                   ------------
TOTAL CURRENT LIABILITIES                                             1,325,819

LONG TERM LIABILITIES

Convertible note payable                                                100,000
                                                                   ------------
TOTAL LIABILITIES                                                     1,425,819
                                                                   ------------

STOCKHOLDERS' DEFICIT
     Common stock, $0.001 par value; 50,000,000 shares
       authorized; 12,441,689 issued and outstanding                     12,472
     Additional paid-in capital                                      22,298,192
     Accumulated deficit                                            (22,837,003)
     Shares to be issued                                                 13,960
                                                                   ------------
TOTAL STOCKHOLDERS' DEFICIT                                            (512,379)
                                                                   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $   913,440
                                                                   ============

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


                                       2




<PAGE>


<TABLE>
                                                uWink, Inc. and Subsidiary

                                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                                        (Unaudited)

                                                        THREE MONTH PERIODS ENDED            NINE MONTH PERIODS ENDED
                                                      ------------------------------------------------------------------
                                                        SEPTEMBER         SEPTEMBER         SEPTEMBER         SEPTEMBER
                                                        30, 2005          30, 2004          30, 2005          30, 2004
                                                      ------------      ------------      ------------      ------------

<S>                                                   <C>               <C>                    <C>          <C>
NET SALES                                             $    (89,996)     $    745,041      $    427,199      $  1,364,672

COST OF SALES                                               69,651            69,665           362,773           841,049

                                                      ------------      ------------      ------------      ------------
GROSS PROFIT (LOSS)                                       (159,647)          675,376            64,426           523,623
                                                      ------------      ------------      ------------      ------------

OPERATING EXPENSES
     Selling, general and administrative expenses          337,750           968,046         2,232,022         2,979,550
     Research and development                                   --            31,414                --           293,412
                                                      ------------      ------------      ------------      ------------
TOTAL OPERATING EXPENSES                                   337,750           999,460         2,232,022         3,272,962
                                                      ------------      ------------      ------------      ------------

LOSS FROM OPERATIONS                                      (497,397)         (324,084)       (2,167,596)       (2,749,339)
                                                      ------------      ------------      ------------      ------------

OTHER INCOME (EXPENSE)
     Other income                                               52                 3               496               478
     Debt discount expense                                 (56,251)               --          (168,753)         (138,719)
     Nominal stock option expense                               --                --            17,972                --
     Gain on settlement of debt                                 --            34,939           160,256           375,739
     Interest expense                                      (33,044)           (7,247)         (127,203)          (55,231)

                                                      ------------      ------------      ------------      ------------
TOTAL OTHER INCOME (EXPENSE)                               (89,243)           27,695          (117,232)          182,267
                                                      ------------      ------------      ------------      ------------

LOSS BEFORE PROVISION FOR INCOME TAXES                    (586,640)         (296,389)       (2,284,828)       (2,567,072)

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

NET LOSS                                                  (586,640)         (296,389)       (2,287,298)       (2,567,072)

                                                      ------------      ------------      ------------      ------------
NET LOSS ATTRIBUTED TO COMMON STOCKHOLDERS            $   (586,640)     $   (296,389)     $ (2,287,298)     $ (2,567,072)
                                                      ============      ============      ============      ============

NET LOSS PER COMMON SHARE - BASIC                     $      (0.05)     $      (0.03)     $      (0.20)     $      (0.27)
                                                      ============      ============      ============      ============

WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING - BASIC                                12,315,931        10,248,378        11,567,873         9,596,042
                                                      ============      ============      ============      ============
NET LOSS PER COMMON SHARE - DILUTED                   $      (0.05)               --      $      (0.20)               --
                                                      ============      ============      ============      ============

WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING - DILUTED                              12,599,138                --        11,730,076                --
                                                      ============      ============      ============      ============

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


                                                            3




<PAGE>

                                    uWink, Inc. and Subsidiary

                               CONSOLIDATED STATEMENTS OF CASH FLOWS

                                              (Unaudited)
                                                                       NINE MONTH PERIODS ENDED
                                                                     ----------------------------
                                                                      SEPTEMBER        SEPTEMBER
                                                                       30, 2005         30, 2004
                                                                     -----------      -----------
CASH FLOW FROM OPERATING ACTIVITIES:
   Net loss                                                          $(2,287,298)     $(2,567,072)
   Adjustment to reconcile net loss to net cash
     Provided by (used in) operating activities:
       Amortization of debt discount on convertible note payable         168,753          138,719
       Amortization of options issued below market price                 (17,972)         161,466
       Depreciation and amortization expense                             188,274          114,252
       Bad debt allowance                                                (83,085)              --
       Issuance of common stock for services                             988,937          379,245
       Inventory obsolescence reserve                                   (281,853)              --
       Gain on forgiveness of debt                                      (160,256)              --
   Changes in operating assets and liabilities:
     Accounts receivable                                                 527,506         (588,104)
     Inventory                                                           355,886         (544,942)
     Deposits - inventory                                                267,768               --
     Deposits - Gameworks                                                615,000               --
     Deposits                                                             17,092         (272,803)
     Prepaid expenses and other current assets                             3,450          (43,317)
     Accounts payable                                                    (63,194)          51,083
     Accrued expenses                                                     12,430          (62,471)
     Accrued payroll and related benefits                                (53,631)        (212,002)
     Unearned revenue                                                    (75,000)         (34,722)
     Shares to be issued                                                  13,960               --
                                                                     -----------      -----------
Net cash provided by (used in) operating activities                      136,767       (3,480,668)
                                                                     -----------      -----------

CASH FLOW FROM INVESTING ACTIVITIES:
   Payment for property and equipment                                     (3,450)         (88,750)
   Payment for capitalized product development costs                                     (268,768)
                                                                     -----------      -----------
Net cash used in investing activities                                     (3,450)        (357,517)
                                                                     -----------      -----------

CASH FLOW FROM FINANCING ACTIVITIES:
   Proceeds from issuance of debt                                        100,000
   Proceeds (repayments) from advances from related parties             (659,045)          26,868
   Proceeds from issuance of common stock                                368,402        3,033,838
   Payment of offering costs                                                  --         (375,780)
                                                                     -----------      -----------
Net cash provided by (used in) financing activities                     (190,643)       2,684,926
                                                                     -----------      -----------

NET DECREASE IN CASH AND
   CASH EQUIVALENTS                                                      (57,326)      (1,153,260)

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

CASH AND CASH EQUIVALENTS, End of period                             $       981      $     2,910
                                                                     ===========      ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

   Interest paid                                                     $   127,203      $    55,766
                                                                     ===========      ===========
   Income taxes paid                                                 $        --      $       800
                                                                     ===========      ===========

SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING ACTIVITIES

   Conversion of debt into 121,864 shares of common stock            $   192,500      $   237,133
                                                                     ===========      ===========
   Issuance of common stock for accrued salaries                     $    13,750      $   133,793
                                                                     ===========      ===========
   Issuance of common stock for services                             $   936,536      $   245,542

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


                                                4
</TABLE>




<PAGE>

NOTE 1 - BASIS OF PRESENTATION

The unaudited consolidated financial statements have been prepared by uWink,
Inc. (the "Company"), pursuant to the rules and regulations of the Securities
and Exchange Commission. The information furnished herein reflects all
adjustments (consisting of normal recurring accruals and adjustments) which are,
in the opinion of management, necessary to fairly present the operating results
for the respective periods. Certain information and footnote disclosures
normally present in annual consolidated financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been omitted pursuant to such rules and regulations. These
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and footnotes for the year ended December 31,
2004 included in the Company's Annual Report on Form 10-KSB. The results of the
nine months ended September 30, 2005 are not necessarily indicative of the
results to be expected for the full year ending December 31, 2005.

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The Company has
incurred a net loss of $2,287,298 for the nine months ended September 30, 2005,
and as of September 30, 2005, the Company had an accumulated deficit of
$22,837,003. These conditions raise substantial doubt as to the Company's
ability to continue as a going concern. These financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
These financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.

The Company will need additional working capital to fund its operations over the
next 12 months. The Company believes that it will need at least an additional $3
million of working capital to fund operations and construction of an
entertainment center/restaurant for the deployment of its technology and, if
necessary, to finance future losses from operations. The Company plans to obtain
the additional working capital through the private placement sale of its equity
securities. As of the date of this report, there are no commitments for the sale
of the Company's securities. Should the Company be unable to raise additional
funds, its ability to finance its continued growth will be materially adversely
affected.


                                        5




<PAGE>

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

The Company has adopted only the disclosure provisions of Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation." It applies Accounting Principles Bulletin ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations, in
accounting for its Stock Option Plan. It recognizes an expense in accordance
with APB No. 25 when the exercise price is less than the fair market value at
the date of grant of the stock. When the exercise price is the same as the fair
market value at the date of grant of the stock the Company does not recognize
compensation expense for its Stock Option Plan other than for restricted stock
and options issued to outside third parties. If the Company had elected to
recognize compensation expense based upon the fair value at the grant date for
awards under the Stock Option Plan consistent with the methodology prescribed by
SFAS No. 123, the Company's net loss and loss per share would be increased to
the pro forma amounts indicated below for the nine months ended September 30,
2005 and 2004:

                                                        2005            2004
                                                     ------------   ------------
         Net loss
           As reported                               $(2,287,298)   $(2,567,072)
           Compensation recognized under APB 25          (17,972)       161,466
           Compensation recognized under SFAS 123        (48,250)    (1,139,810)
                                                     ------------   ------------
                      Pro forma                      $(2,353,520)   $(3,545,416)
                                                     ============   ============

         Basic and diluted loss per common share
           As reported                               $     (0.20)   $     (0.26)
           Pro forma                                 $     (0.20)   $     (0.36)


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

For purposes of computing the pro forma disclosures required by SFAS No. 123,
the fair value for these options was estimated at the date of grant in 2005 and
2004 using a Black-Scholes option pricing model with the following
weighted-average assumptions: risk-free interest rate of 4.65% and 3.0%,
respectively; dividend yields of 0%; volatility factors of the expected market
price of the Company's common stock of 104% and 40%, respectively; and a
weighted average expected life of the option of 10 years.


                                       6




<PAGE>

NOTE 2 - LOSS PER SHARE

The Company reports loss per share in accordance with SFAS No. 128, "Earnings
per Share." Basic loss per share is computed by dividing loss available to
common shareholders by the weighted average number of common shares available.
Diluted loss per share is computed similar to basic loss per share except
that the denominator is increased to include the number of additional common
shares that would have been outstanding if the potential common shares had been
issued and if the additional common shares were dilutive. The following
potential common shares have been excluded from the computation of diluted net
loss per share for the nine months ended September 30, 2005 and 2004 because
the effect would have been anti-dilutive:

<TABLE>
                                                                           2005        2004
                                                                        ----------  ----------
<S>                                                                       <C>          <C>
              Shares to be issued upon conversion of convertible note     225,003      85,714
              Stock options issued to employees                           880,690   1,364,588
              Stock options issued to consultants and others               28,515      28,515
              Warrants issued to consultants and finders                  401,457     113,273
              Warrants issued for financing                             2,184,738   1,536,380
                                                                        ----------  ----------
                                                                        3,720,403   3,128,470
                                                                        ==========  ==========
</TABLE>


NOTE 3 - ACCOUNTS RECEIVABLE

During the three months ended September 30, 2005, gross receivables previously
reserved for were written down by $175,177 and a corresponding reduction was
made to the allowance for doubtful accounts. Excess allowance for doubtful
accounts in the amount of $111,503 was reversed to reflect the net realizable
value of remaining receivables.

Accounts Receivable at September 30, 2005                            $  263,472
Less:  allowance for doubtful accounts                                  (57,545)
                                                                     ----------
                                                                     $  205,927
                                                                     ==========


NOTE 4 - INVENTORY

Inventory has been reviewed for obsolescence and stated at lower of cost or
market as of September 30, 2005. During the three months ended September 30,
2005, obsolete inventory previously reserved for was written down by $461,941
and a corresponding reduction was made to the obsolescence reserve. The
remaining inventory was marked down to its net realizable value, as reflected by
an increase in the obsolescence reserve of $23,361.

Inventory at September 30, 2005                                      $  494,961
Less: obsolescence reserve                                              (88,546)
                                                                     ----------
                                                                     $  406,415
                                                                     ==========

NOTE 5 - PROPERTY AND EQUIPMENT

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

                  Computer equipment and related software             $ 250,434
                  Office furniture and equipment                         17,927
                  Leasehold improvements                                 84,849
                  Machinery and equipment                               201,674
                                                                      ----------
                                                                        554,884
                  Less accumulated depreciation and amortization       (528,858)
                                                                      ----------
                                                                      $  26,026
                                                                      ==========


                                       7




<PAGE>

NOTE 6 - CONSOLIDATED STATEMENTS OF CASH FLOWS

The Consolidated Statement of Cash Flows for the nine months ended September 30,
2004 as presented in the Company's Form 10-QSB/A filed on November 30, 2004
contained a clerical error in the presentation of the individual items making up
the calculation of net cash used in operating activities. This clerical error
had no effect on the total net cash used in operating activities of $3,480,668
presented in the Form 10-QSB/A filed on November 30, 2004. The clerical error
has been corrected in the Consolidated Statement of Cash Flows presented in this
Form 10-QSB.


NOTE 7 - EQUITY

During the three months beginning July 1 and ended September 30, 2005, the
Company:

    o    issued 87,710 shares of common stock to a number of service providers
         in exchange for services valued at $42,530. These issuances were made
         pursuant to the exemption from registration provided by Section 4(2) of
         the Securities Act of 1933.


NOTE 8 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

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

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


                                       8




<PAGE>

NOTE 8 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)

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

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections." This statement applies to all voluntary changes in accounting
principle and requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless this would be
impracticable. This statement also makes a distinction between "retrospective
application" of an accounting principle and the "restatement" of financial
statements to reflect the correction of an error. This statement is effective
for accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005. The Company is evaluating the effect the adoption of
this interpretation will have on its financial position, cash flows and results
of operations.

In June 2005, the EITF reached consensus on Issue No. 05-6,
Determining the Amortization Period for Leasehold Improvements ("EITF 05-6").
EITF 05-6 provides guidance on determining the amortization period for leasehold
improvements acquired in a business combination or acquired subsequent to lease
inception. The guidance in EITF 05-6 will be applied prospectively and is
effective for periods beginning after June 29, 2005. EITF 05-6 is not expected
to have a material effect on the Company's consolidated financial position or
results of operations.

NOTE 9 - SUBSEQUENT EVENTS

         In October 2005, the Company received cash proceeds (net of transaction
fees) of $195,000 from the issuance of a $200,000 Convertible Note to Mr.
Bradley Rotter. This Convertible Note has a six month term, 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 Convertible 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 200,000 shares of common stock of the Company at an
exercise price of $0.59.

         Mr. Rotter has been appointed to the Board of Directors of the Company
as of November 11, 2005.

         In October 2005, the Company issued 27,099 shares of its common stock
to various service providers, in exchange for services rendered on behalf of the
Company.

         In November 2005, the Company issued 6,500 shares to a former employee
for services rendered on behalf of the Company.


                                       9




<PAGE>

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

GENERAL

The following discussion and analysis should be read in conjunction with our
consolidated financial statements and related footnotes for the year ended
December 31, 2004 included in our Annual Report on Form 10-KSB. The discussion
of results, causes and trends should not be construed to imply any conclusion
that such results or trends will necessarily continue in the future.

OVERVIEW

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

We have spent more than $10 million dollars over the last 4 years to build our
entertainment vending platform and our Entertainment Systems Network, including
SNAP!, Bear Shop (aka Boxter Bear) and the uWink Game Library. We own extensive
software and hardware components that can be used in multiple products, thereby
reducing the cost of development, the time to market, and the integration of
existing software into additional hardware and software applications.

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

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

Our entertainment vending platform, Bear Shop (aka Boxter Bear), offers animated
point of purchase vending. The Bear Shop (aka Boxter Bear) product allows
customers to pick outfits and accessories for a plush/stuffed bear using an
interactive touch screen resulting in thousands of combinations. The foundation
of the Bear Shop (aka Boxter Bear) product is an interactive
entertainment-vending platform that can be leveraged to create various vending
solutions. Sale of the plush bears, clothing, and themed accessory items provide
a long-term revenue stream.

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

Our current product customers are established domestic and international
distributors of coin-operated amusement products. Sales to distributors
accounted for more than 95% of our sales for the nine months ended September
30, 2005. We also sell to the owners and operators of establishments who place
our products into their own businesses. Our end users are individuals who play
video games and make impulse purchases of novelty items in public amusement
places.

We are currently in the process of winding down our SNAP! and Bear Shop (aka
Boxter Bear) manufacturing operations and, going forward, are seeking to license
our SNAP! and the Bear Shop (aka Boxter Bear) intellectual property to 3rd party
manufacturers in exchange for licensing fees.

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


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<PAGE>

uWink Media Bistro is designed to address a young adult and family market of
broad economic makeup. uWink Media Bistro will offer touch screen ordering as
well as at-the-table entertainment, such as games, edutainment, select Internet
fun, and movie trailers, all via touch screen terminals. The uWink Media Bistro
business model is designed to increase revenue through the media/game charges
and to better control labor costs.

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

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


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<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
$2,287,298 for the nine months ended September 30, 2005 and, as of September 30,
2005, we had an accumulated deficit of $22,837,003. 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

Nine months ended September 30, 2005 compared with the nine months ended
September 30, 2004.

Net sales for the nine months ended September 30, 2005 decreased by $937,473
(68.7%) from $1,364,672 for the nine months ended September 30, 2004 to $427,199
for the nine months ended September 30, 2005, reflecting the winding down of our
SNAP! and Bear Shop (aka Boxter Bear) manufacturing operations. Negative net
sales of $89,996 for the three months ended September 30, 2005 were the result
of credits issued to customers for returned merchandise.

Cost of sales for the nine months ended September 30, 2005 decreased by $478,276
(57%) from $841,049 for the nine months ended September 30, 2004 to $362,773 for
the nine months ended September 30, 2005. The decline in cost of goods sold is
primarily attributable to a one-time credit received from our Chinese SNAP!
manufacturer for defective units in the approximate amount of $130,000 as well
as the winding down of our SNAP! and Bear Shop (aka Boxter Bear) manufacturing
operations.

Selling, general and administrative expenses for the nine months ended September
30, 2005 decreased by $747,528 (25%) from $2,979,550 for the nine months ended
September 30, 2004 to $2,232,022 for the nine months ended September 30, 2005.
The decrease is primarily attributable to a lower level of operations due to
reduced sales of Bear Shop (aka Boxter Bear) and SNAP! units partially
offset by expenditures relating to our development of the uWink Media Bistro.

Research and development expense for the nine months ended September 30, 2005
decreased by $293,412 (100%) from $293,412 for the nine months ended September
30, 2004 to $0 for the nine months ended September 30, 2005. The decrease is
attributable to the shift of our engineering resources to the development of the
uWink Media Bistro.

Gain on the settlement of debt for the nine months ended September 30, 2005
decreased by $215,483 (57%) from $375,739 for the nine months ended September
30, 2004 to $160,256 for the nine months ended September 30, 2005. In June 2005,
we recognized a gain of approximately $150,000 on the settlement of the
outstanding obligation due to our Chinese Snap! manufacturer.

Amortization of debt discounts for the nine months ended September 30, 2005
increased by $30,034 (22%) from $138,719 for the nine months ended September 30,
2004 to $168,753 for the nine months ended September 30, 2005. The increase is
due to additional amortization of debt discounts on existing debt obligations
partially offset by the elimination of ongoing debt discount amortization
relating to certain debt obligations converted during the period ended June 30,
2005.

Interest expense for the nine months ended September 30, 2005 increased by
$71,972 (130%) from $55,231 for the nine months ended September 30, 2004 to
$127,203 for the nine months ended September 30, 2005. The increase in interest
expense is primarily attributable to interest accruals on debt obligations
entered into after September 30, 2004, as well as the recognition of interest
costs associated with our pursuit of the assets of Sega Gameworks. Certain
lenders involved in that transaction required substantial interest as
compensation to induce them into providing financial support for the
transaction.


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<PAGE>

LIQUIDITY AND CASH RESOURCES

As of September 30, 2005 our cash position was $981 and we had negative working
capital of $575,461. Working capital represents our current assets minus our
current liabilities and is related to our ability to pay short term debt as it
becomes due.

During the second quarter of 2005 we sold 533,458 shares of common stock for
cash in a private placement offering for gross proceeds of $293,402. We have
used the proceeds of the offering to fund the ongoing development of the uWink
Media Bistro and our products.

In September 2005 we received cash proceeds (net of transaction fees) of $95,000
from the issuance of a $100,000 Convertible Note. These proceeds were used for
working capital purposes.

In October 2005 we received cash proceeds (net of transaction fees) of $195,000
from the issuance of a $200,000 Convertible Note. These proceeds were used for
working capital purposes.

We will need additional working capital to fund our operations over the next 12
months. We believe that we will need at least an additional $3 million of
working capital to fund operations including the construction of a restaurant
and, if necessary, to finance future losses from operations. We plan to obtain
the additional working capital through the private placement sale of our equity
securities. As of the date of this report, there are no commitments for the sale
of the Company's securities nor can there be any assurance that such funds will
be available on commercially reasonable terms. Should we be unable to raise the
required additional funds, our ability to finance our continued growth will be
materially adversely affected.

CASH POSITION AND USES OF CASH

Our cash and cash equivalents position as of September 30, 2005 was $981.

During the nine months ended September 30, 2005, net cash provided by operations
was $136,767, as compared to a use of $3,480,668 for the nine months ended
September 30, 2004. The significant decrease in the use of cash by the Company's
operating activities is primarily attributable to the decreased level of
operations and development activity undertaken. Additionally, we reduced
accounts receivable by $527,506, reduced inventory by $355,886 and reduced
inventory deposits by $267,768. These gains were aided substantially by the
ongoing issuance of common stock to pay for the services of employees,
consultants and others.

The Consolidated Statement of Cash Flows for the nine months ended September 30,
2004 as presented in the Company's Form 10-QSB/A filed on November 30, 2004
contained a clerical error in the presentation of the individual items making up
the calculation of net cash used in operating activities. This clerical error
had no effect on the total net cash used in operating activities of $3,480,668
presented in the Form 10-QSB/A filed on November 30, 2004. The clerical error
has been corrected in the Consolidated Statement of Cash Flows presented in this
Form 10-QSB.

During the nine months ended September 30, 2005, we used $3,450 in cash in
investing activities, as compared to a use of $357,517 for the nine months ended
September 30, 2004. The decrease is principally attributable to the decreased
level of capital investment relating to the winding down of our SNAP! and Bear
Shop (aka Boxter Bear) manufacturing operations.

During the nine months ended September 30, 2005, our financing activities used
cash in the amount of $190,643 as compared to providing $2,684,926 for the
nine months ended September 30, 2004. The decrease is due to the repayment of
advances received from shareholders and related parties in the first quarter of
2005 coupled with reduced sales of our common stock during the first nine months
of 2005.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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


                                       13




<PAGE>

REVENUE RECOGNITION - We recognize revenue related to software licenses in
compliance with the American Institute of Certified Public Accountants ("AICPA")
Statement of Position No. 97-2, "Software Revenue Recognition." Revenue is
recognized when we deliver our touchscreen pay-for-play game terminals and
vending machines to our customer and we believe that collectability is probable.
Included with the purchase of the touchscreen terminals are licenses to use the
games loaded on the terminals. We usually have agreements with our customers to
deliver the requested terminals or machines for a fixed price.

FORWARD LOOKING STATEMENTS

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

Our future results, including results related to forward-looking statements,
involve a number of risks and uncertainties described in our 2004 Annual Report
on Form 10-KSB, including our ability to obtain development financing as and
when needed; the market's acceptance of our products; our present financial
condition; increased competition; and overall economic conditions. No assurance
can be given that the results reflected in any forward-looking statements will
be achieved. Any forward-looking statement made by or on behalf of us speaks
only as of the date on which such statement is made. Our forward-looking
statements are based upon assumptions that are sometimes based upon estimates,
data, communications and other information from suppliers, government agencies
and other sources that may be subject to revision. Except as required by law, we
do not undertake any obligation to update or keep current either (i) any
forward-looking statement to reflect events or circumstances arising after the
date of such statement, or (ii) the important factors that could cause our
future results to differ materially from historical results or trends, results
anticipated or planned by us, or which are reflected from time to time in any
forward-looking statement which may be made by or on behalf of us.

ITEM 3.    CONTROLS AND PROCEDURES

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

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


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<PAGE>

PART II.   OTHER INFORMATION


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

         During the three months ended September 30, 2005, we sold unregistered
         shares of our equity securities in the following transactions:


         1.       Issued 87,710 shares of common stock to a number of service
                  providers in exchange for various services valued at $42,530.
                  These issuances were made pursuant to the exemption from
                  registration provided by Section 4(2) of the Securities Act of
                  1933.


         2.       The Company received cash proceeds (net of transaction fees)
                  of $95,000 from the issuance of a $100,000 Convertible Note.
                  These proceeds were used for working capital purposes. This
                  Convertible Note has a two year term, 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.
                  This issuance was made pursuant to the exemption from
                  registration provided by Section 4(2) of the Securities Act of
                  1933.


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<PAGE>

ITEM 6.  EXHIBITS

(a) Exhibits

    REGULATION
    S-B NUMBER                            EXHIBIT

         10.1     Employment Agreement, dated as of August 29, 2005, between the
                  Company and Peter F. Wilkniss

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

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

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

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


                                   SIGNATURES

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

                                                    UWINK, INC.



November 21, 2005                                   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


                                       16