-------------------------------------------------------------

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended in December 31, 2003      Commission File No.: 0-30611

                               WINWIN GAMING, INC.
               ---------------------------------------------------
                     (Name of small business in its charter)

                DELAWARE                                84-1300072
                --------                                ----------
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)

      2980 South Rainbow Boulevard
               Suite 200 K
         Las Vegas, Nevada 89146                      (702) 233-4138
         -----------------------                      --------------
(Address of principal executive offices)       (Issuer's telephone number)

SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:  NONE

SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT: COMMON STOCK, PAR
VALUE $.01

      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
      -------         --------

      Check if there is no disclosure  of delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

YES               NO      X
      -------         --------

State issuer's revenues for its most recent fiscal year: $7,415

The  aggregate  market  value of voting and  non-voting  common  equity  held by
non-affiliates of the registrant as of April 5, 2004:

      Common stock, $.01 par value: $7,185,579

The number of shares of the registrant's common stock outstanding as of April 5,
2004: 32,631,401 shares.


<PAGE>


                       INDEX TO FORM 10-KSB ANNUAL REPORT

                                                                            Page
                                                                            ----
PART I

Item 1.    Description of Business.........................................  3

Item 2.    Description of Property......................................... 10

Item 3.    Legal Proceedings............................................... 10

Item 4.    Submission of Matters to a Vote of Security Holders............. 11

PART II

Item 5.    Market for Common Equity and Related Stockholder Matters........ 11

Item 6.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations............................. 13

Item 7.    Financial Statements............................................ 20

Item 8.    Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure............................. 20

Item 8A    Controls and Procedures......................................... 20

PART III

Item 9.    Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act............... 20

Item 10.   Executive Compensation.......................................... 22

Item 11.   Security Ownership of Certain Beneficial Owners and Management.. 26

Item 12.   Certain Relationships and Related Transactions.................. 27

Item 13.   Exhibits and Reports on Form 8-K................................ 28

Item 14.   Principal Accountant Fees and Services.......................... 31

Signatures ................................................................ 33

Financial Statements ..................................................... F-1


<PAGE>


                           FORWARD-LOOKING STATEMENTS

      This report contains  forward-looking  statements and information relating
to us that are based on the  beliefs of our  management  as well as  assumptions
made by, and information  currently  available to, our management.  When used in
this report, the words "anticipate",  "believe", "estimate", "expect", "intend",
"plan" and  similar  expressions,  as they relate to us or our  management,  are
intended  to  identify  forward-looking  statements.  These  statements  reflect
management's  current  view of us  concerning  future  events and are subject to
certain risks,  uncertainties and assumptions,  including among many others: the
risk factors described below under "Item 2. Management's Discussion and Analysis
of Financial  Condition and Results of Operations - Risk Factors that May Affect
Future Operating  Results," our potential inability to raise additional capital,
our potential  inability to obtain licenses to develop  lottery  programs in our
target  markets or to exploit the licenses  currently  held by us, our potential
inability to compete with other lottery  companies that may be more  experienced
and  better   capitalized  than  us,  changes  in  domestic  and  foreign  laws,
regulations and taxes, changes in economic conditions,  uncertainties related to
the legal  systems in our target  markets,  including,  China's legal system and
economic,  political  and social  events in China and other  target  markets,  a
general economic downturn, a downturn in the securities markets,  Securities and
Exchange Commission regulations which affect trading in the securities of "penny
stocks,"  and  other  risks  and  uncertainties.  Should  any of these  risks or
uncertainties  materialize,  or should  underlying  assumptions prove incorrect,
actual  results  may vary  materially  from those  described  in this  report as
anticipated, estimated or expected.


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

HISTORY AND BACKGROUND

      Our corporate name is WinWin Gaming, Inc. We were incorporated on December
30, 1992 in Delaware.  Since  inception,  we have  operated  under the following
names: Lone Star Casino Corporation,  LS Capital Corporation,  Eurbid.com,  Inc.
and Junum Incorporated.  We currently operate under the name WinWin Gaming, Inc.
and through our indirect,  wholly-owned  subsidiary,  WinWin, Inc. Our executive
offices are  located at 2980 South  Rainbow  Boulevard,  Suite 200 K, Las Vegas,
Nevada 89146. Our telephone number is (702) 233-4138.

      From our inception and until 1997,  we were  involved  exclusively  in the
gaming industry and we were specifically  engaged in the business of developing,
owning and  operating  casinos and related  resort  facilities.  During 1997, we
dramatically  changed  our  business  plan and  began to focus  our  efforts  on
developing  precious  metals  mining  prospects.  We then  organized a number of
wholly-owned or partially-owned  precious  metals/mining  subsidiaries that held
rights in mining claims or properties  believed to contain precious metals or in
mineral  extraction  technologies.  In  February  1999,  primarily  due  to  the
unavailability  of capital to develop our  technologies  further,  we decided to
discontinue  our  mineral  activities  and  related  operations.  We allowed our
mineral interests to lapse and disposed of all related assets. During the period
from  February  1999 through  December  31, 2000 we had only limited  operations
consisting  primarily of searching for viable acquisition  targets.  Thereafter,
under  the name  Junum  Incorporated,  we  became a  technology-based  financial
services  company that  specialized in providing  credit  management and related
services via the internet primarily to individual customers.

      In September 2002, while operating under the name Junum Incorporated,  our
secured lender  foreclosed on substantially  all of our operating assets because
of our default on the repayment of our obligations to the secured  lender.  As a
result, we discontinued all of our operations.

      In December 2002, we sold our wholly-owned subsidiary,  Junum.com, Inc. to
a creditor in exchange for the forgiveness of approximately $300,000 in debt. At
the time,  Junum.com,  Inc.  had  substantially  no  assets,  and  approximately
$2,000,000 of liabilities, and Junum.com had discontinued all operations.


                                       3
<PAGE>

      Effective  December 31, 2002, we changed our name to WinWin Gaming,  Inc.,
and formed WinWin  Acquisition  Corp. and capitalized  WinWin  Acquisition Corp.
with 22,512,000 shares of our common stock,  which WinWin Acquisition Corp. then
used to acquire 100% of the capital stock of WinWin, Inc., a Nevada corporation.
In addition to the 22,512,000  shares, the former  stockholders of WinWin,  Inc.
also  received a $5,000,000  senior  secured  debenture,  secured by 100% of the
stock of both WinWin  Acquisition  Corp. and WinWin,  Inc.  However,  due to the
failure of a closing condition, the acquisitions of WinWin Acquisition Corp. and
WinWin,  Inc. were rescinded and  renegotiated  effective March 31, 2002, and an
amended and restated stock exchange  agreement was consummated on  substantially
similar  terms and  conditions,  except  that the total  number of shares of our
common stock issued for the acquisitions  was reduced from 22,512,000  shares to
18,522,853 shares. On March 19, 2004, the $5 Million debenture that we issued in
connection with the acquisition of WinWin, Inc. was converted in accordance with
its terms into 100,000 shares of our common stock.

SUMMARY OF CURRENT AND PLANNED OPERATIONS

General

      Through our  subsidiary,  WinWin,  Inc.,  we are  developing  lotteries in
various  countries  around the world.  Our  corporate  mission is to operate our
lotteries in a way that  benefits all parties  involved,  including the national
governments, the citizens of each country and us. A portion of the proceeds from
games are intended to fund important charitable and humanitarian programs,  such
as education, hospitals,  international and local charitable organizations (such
as the Red Cross),  churches,  airports,  roads and highways,  hydro power dams,
desalinization plants, bridges, hotels, sports and convention centers and more.

      We have begun national lottery  operations in Cambodia and we plan to roll
out lottery  operations in China and Puerto Rico in 2004.  China is arguably the
single most lucrative lottery market in the world with a population base of over
1.4 billion.  We plan to use our Puerto Rican operations as a base to branch out
into other Central and South  American  markets in the future.  In addition,  as
operations in China and Cambodia mature, we plan to roll-out lottery programs in
additional  countries in which we and our affiliates have been offered  licenses
or management  agreements.  We or our affiliates  have been offered  licenses to
operate in China, Russia, Belarus, Yugoslavia,  Montenegro,  Macedonia, Croatia,
Bosnia, Bulgaria,  Democratic Republic of Congo, Central African Republic, Togo,
Benin, Angola, Ghana, Zambia, Mamibia, Mali, Vietnam,  Cambodia, Laos, Nicaragua
and the Philippines.

      To support our international  expansion,  we plan to offer a complete menu
of lottery,  bingo and casino games. We intend to provide instant games that can
be  implemented  immediately  and to  also  offer  the  latest  state-of-the-art
internet and intranet technology,  enabling us to link video lottery, gaming and
bingo  terminals  nationwide.  Also, via the internet,  we would be able to link
countries  around the globe to create the  world's  first  multi-national  super
jackpot. We expect to establish and operate both land-based and internet casinos
too. We intend to hire,  train and manage local  citizens to run the  day-to-day
operations,  further benefiting the local economy.  In addition,  in association
with leading  lottery game show  producers,  we intend to provide live,  weekly-
televised  lottery  game shows,  which  would  increase  sales,  build brand and
corporate awareness and expand the market.

      We offer a  complete  "turn-key"  service  providing  funding,  equipment,
training,  management and marketing, for lottery and gaming operations.  We plan
to use  state-of-the-art  technology to prevent  access to our lottery and other
gaming related  operations from  jurisdictions  where such activity would not be
legal,  such as the United  States.  We will not accept any business,  including
online  gaming,  lotteries  or other  games,  from any person  within the United
States.

Cambodia

      To date,  we only have  lottery  operations  in Cambodia.  Our  subsidiary
entered into a Management  Services Agreement on May 12, 2003 with Golden WinWin
Cambodia,  Inc. ("Golden WinWin"), a company owned by Benjamin Perry, one of our


                                       4
<PAGE>

directors  and our founder.  Golden  WinWin and Mr.  Perry hold a renewable  and
non-transferable license granted by the Kingdom of Cambodia to conduct lotteries
and lotto in Cambodia  for an initial  term of three  years,  expiring in August
2005. The income from these  operations  over the three year term of the license
and any  subsequent  renewal  period is subject to  governmental  regulation and
reports, and to payments to the National Treasury of Cambodia, as follows:

      1st year to 5th year                      10%
      6th year to 10th year                     12%
      11th year to 15th year                    13%
      16th year to 25th year                    15%

      We agreed to manage the lottery  operations  licensed to Golden WinWin and
Mr. Perry in Cambodia under the terms of the management services agreement as an
independent contractor. In consideration of our services, we will be entitled to
51% of the net profits, and to be reimbursed for our start-up costs. The initial
term of the management  services agreement is for one year, and is automatically
renewable  each year unless 30 days' prior notice of  termination is provided by
either party to the  management  services  agreement.  Golden  WinWin has leased
office facilities in Phnom Penh, Cambodia,  in connection with those lottery and
lotto  operations.  We began lottery  operations in Cambodia on May 15, 2003. We
have not derived any significant revenue from our Cambodian operations to date.

China

      We have not yet  commenced  lottery  operations  in  China.  We  expect to
commence lottery operations in China during 2004 pursuant to an arrangement with
the Shanghai  Welfare  Lottery  Issuing Center  ("Shanghai  Lottery")  described
below.

      On December 15, 2003,  through our Chinese  affiliate,  WinWin  Consulting
(Shanghai) Co. Ltd. ("WinWin Shanghai"), we entered into a Cooperation Agreement
with the Shanghai Lottery and a TV Cooperation Agreement with Shanghai Lottery.

      Shanghai  Lottery  is a  governmental  authority  that is in charge of the
China Welfare Lottery games in the Shanghai municipal district. Shanghai Lottery
entered  into the  Cooperation  Agreement  and the TV  Cooperation  Agreement to
improve its sales and  distribution  of instant  lottery  games in the  Shanghai
municipal district.

      Pursuant to the Cooperation  Agreement,  Shanghai  Lottery retained WinWin
Shanghai  on an  exclusive  basis to  provide  advice  and  counsel  on  lottery
management,  lottery television programs,  lottery sales, marketing,  promotion,
distribution and training of sales and marketing  personnel  associated with the
foregoing  relating  to a new online  instant  lottery  ticket game or series of
games  recently  approved by the Central  Government of China for rollout in the
Shanghai  municipal  district.  In  addition,  WinWin  Shanghai is  obligated to
provide the services  necessary to  accomplish  the  production  of a new online
instant lottery ticket  television  program tied to the games for broadcast with
one or more of Shanghai Lottery's partners at local television stations.

      WinWin  Shanghai  will  bear  all  out of  pocket  costs  relating  to the
implementation of the foregoing services during the first year of the three year
term of the  Cooperation  Agreement.  During the  second and third  years of the
Cooperation Agreement, the cost of implementation would be at the expense of the
lottery operation itself and paid out of the revenues generated by the games.

      The Cooperation  Agreement also provides that Shanghai Lottery will ensure
that at least  one  television  station  in  Shanghai  municipal  district  will
broadcast 50 episodes of the new online instant  lottery  television  game show.
The shows will  broadcast  at least once per week during prime time for 50 weeks
per year.  Each episode would be at least 20 minutes in length and would be tied
to the games.


                                       5
<PAGE>

      In  consideration  for the services  provided by WinWin  Shanghai,  WinWin
Shanghai will receive on a quarterly  basis a percentage of the aggregate  gross
revenue  of the games  that are tied to the  television  shows and the  specific
games that the parties  designate in advance will benefit  directly  from WinWin
Shanghai's services,  advice, action, investment in out of pocket expenses, know
how or other  intellectual  property.  The percentage payable to WinWin Shanghai
will be  adjusted  up or down in the second  and third  years of the term of the
Cooperation  Agreement  based on  increases  or  decreases  in overall  revenues
derived from the Games.

      We are the first US company to be offered the opportunity to work with the
China Welfare  Lottery.  China Welfare  Lottery has also expressed the desire to
allow us to  expand  the  Shanghai  project  into a  national  lottery  game and
nationally televised TV lottery game show in the near future.

      Currently,  the lottery ticket designs are being finalized and the TV show
production  and sales  distribution  of tickets is scheduled to begin during the
second quarter of 2004.

      China is  potentially  the single  most  lucrative  lottery  market in the
world.  Current  lotteries  in China had $4.6  billion  dollars (US) in sales in
2002.  However,  with a  population  of approx 1.5 billion and  economic  growth
averaging  8% per year,  experts  agree that the  potential  for this market far
exceeds current output.

      Along  with  Instant  Ticket  lottery  games  we  are in  the  process  of
finalizing  agreements with China Welfare Lottery to develop,  manage and market
video  lottery  entertainment  complexes  in Shanghai and  locations  throughout
mainland  China.  These  complexes will include a variety of  entertainment  and
dining amenities and will introduce Video Lottery Terminals (VLT's) to the China
market. Similar to casino Video Poker machines,  several US states operate VLT's
generating  billions  of dollars in state  income.  To  illustrate,  in its 2002
Annual  Report,  the State of Delaware alone reported VLT gross revenues of over
$500 million (US) in 2002.

Puerto Rico

      We are negotiating  with the local branch of the Girl Scouts of America to
create and sell a charitable  lottery game on behalf of their  organization.  We
are  scheduling a follow up meeting  with their Board of  Directors  and plan to
launch the game early summer 2004.

BUSINESS STRATEGY AND OPERATION

      We intend to customize  each  lottery and gaming  operation to the maximum
benefit  of each  country  that we  operate  in. We  intend  to  produce a live,
weekly-televised  lottery  game show that is connected to an instant win scratch
ticket.  We intend to implement on-line lotto and/or  internet/intranet  lottery
systems.  In addition,  as we obtain licenses in various  jurisdictions  we will
evaluate the potential for operating casinos in such jurisdictions.

      Once a license  is granted to us or one of our  affiliates,  it  generally
takes between two and three months to design,  print and  distribute the lottery
tickets and begin to generate  sales.  On average,  50% of ticket sales would go
toward  prizes.  After we recoup our initial  costs,  the balance of the revenue
would be split  between us, our regional  partners,  where  applicable,  and the
government of the country in which the lottery is licensed. The percentage split
varies according to each country and license.

      In some cases, a country seeking our assistance may already have a lottery
in place. In such cases, we would be able to help the country's existing lottery
increase sales with our  technology  and expertise.  We can also operate under a
separate  private license to fund specific "stand alone" projects.  Finally,  by
providing new games in addition to the existing  lottery games, we would be able
to help the country fulfill its project funding goals much faster.

                                       6
<PAGE>

PRODUCTS

      Although currently the only product that we sell is an instant win lottery
ticket,  we expect to expand  our  product  offerings  in the near  future.  Our
product  offerings are expected to include TV game show production and televised
games, instant ticket games, video lottery terminals, internet and on-line games
and potentially casinos.

TV Game Show Production and Televised Games

      In association  with leading  lottery-style  game show  producers,  we are
producing a televised game show linked to an instant ticket lottery in Shanghai,
China. We intend to offer a series of live,  weekly-televised lottery game shows
and weekly lotto picks tied directly to instant ticket games. The combination of
weekly shows with televised winners is a powerful  marketing tool and management
believes  that  this  strategy  can  significantly  increase  lottery  sales  in
virtually every country in which it will be used.

      In furtherance of the  development of our televised game show product,  we
retained Sande Stewart Television, Inc. In association with Sande Stewart we are
developing a lottery television game show which will be run in Shanghai,  China.
Sande  Stewart  Television  would be the  exclusive  owner  of all  intellectual
property  rights in the show, but would grant us a license to broadcast the show
an unlimited  number of times in China and other Asian countries  subject to the
payment by us of the  applicable  license fees.  The content of the show must be
approved by regulatory agencies in China before it is broadcasted. The theme for
the show and the instant ticket game has already been produced. We are expecting
to launch the instant  ticket on or about May 1, 2004 and the TV game show would
be broadcast approximately thirty days following the launch.

Instant Games

      Instant  Games  include  scratch-off  tickets and  pull-tabs or break-open
tickets.  Instant  games can be  provided  quickly  and  create a  multitude  of
winners.  We will design,  print and then  distribute  tickets  through  various
point-of-sale  locations  throughout  each local  region  that we operate in. We
would implement  strict security  measures when creating  tickets to insure that
the integrity of the games cannot be  compromised.  Tickets can be customized to
include a picture of the project to be funded. Once the funding goal is met, new
games can be created for a new purpose.

Video Lottery Terminals

      Video  Lottery  Terminals  are  similar  in design to casino  Video  Poker
machines  with the  exception  that the play  methods  and  payouts are based on
lottery  games.  A single  VLT  machine  can  contain  a menu of  several  games
including  poker,  blackjack,  lineup and others.  Wagers can be made by coin or
bill.  Several US states operate VLT's  generating  billions of dollars in state
income.  To illustrate,  in its 2002 Annual Report,  the State of Delaware alone
reported VLT gross revenues of over $500 million (US) in 2002.

                                       7
<PAGE>

Internet and On-Line Games

      We intend to offer the world's  most  secure,  comprehensive  internet and
on-line gaming systems.  Cyber  terminals and on-line  machines can be placed at
locations  throughout a country in which our services  are  launched,  providing
instant access to even the most remote regions.  We can also establish  websites
that offer a variety of lottery games and a complete  on-line  casino.  Internet
casinos  provide  the  opportunity  to create the first ever  on-line  worldwide
gaming tournaments such as the World Series of Blackjack,  Craps, Baccarat, etc.
where participants from around the world can compete. In addition,  the Internet
enables us to expand our lottery  games into a  "Power-Ball"  style  format.  By
connecting  several  countries  worldwide,  we may potentially offer the world's
largest international Super-Jackpot creating the first billion dollar winner.

Intranet Games

      We intend to offer  state-of-the-art  Intranet  lottery,  gaming and bingo
technology.  We intend to employ the latest bingo technology consisting of video
bingo terminals and  progressive  bingo that allows up to 600 games to be played
simultaneously. Locations throughout a country can be linked via secure Intranet
connections  to  create  larger  national  jackpots.   By  utilizing  this  same
technology,  we can also link lottery sites and  terminals  around the nation to
provide bigger jackpots and expand the market.

Casinos

      Our  principals  have   significant   experience  and   relationships   in
developing,  operating  and  marketing  land-based  and river boat  casinos in a
variety of jurisdictions.  We have expertise in all related areas including site
development,  design  supervision,  construction,  casino  management,  food and
beverage,  entertainment and more. We intend to capitalize on this experience in
the future by developing casinos and providing casino related services.

SALES AND MARKETING

      For our initial  roll-out in China,  the  primary  marketing  tool will be
live, weekly-televised lottery game shows. We retained Sande Stewart Television,
Inc., a leading US television lottery game show production  company,  to produce
the Chinese TV show.  Since 1996,  Stewart  Television,  Inc.  has  produced the
popular  "Fun and  Fortune"  TV  lottery  game show tied to the  Missouri  State
Lottery. Now in its eighth year of broadcast, the game has experienced increased
sales in each  successive  year  averaging  ticket sales of almost  $600,000 per
week.  Sande  Stewart  Television,  Inc.  also  produces the  Powerball  Instant
Millionaire game show  encompassing 14 different U.S. state  lotteries.  We also
intend to employ standard  marketing  channels  including TV commercials,  print
media, outdoor advertising and radio in the Shanghai market.

      Historically,  TV lottery game shows have produced dramatic effects on the
market, increasing sales in virtually every country in which they have been used
without cannibalizing pre-existing sales channels. We will also employ extensive
sales strategies and media advertising to support our endeavors.

      In  China,  there  is an  opportunity  to  create  the  games  and own the
intellectual  property  rights for  Progressive  VLT games  whereby  machines in
diverse  locations can be linked to create  mega-prize  jackpots  similar to the
"Megabucks"  casino slot game.  Progressive  prizes are proven to increase  game
revenues  significantly  in both casinos and in  lotteries.  We can also provide
state-of-the-art technology providing the ability to link other gaming and Bingo
terminals nationwide.  Also, via the Internet, countries around the globe can be
linked to create multi-national Super Jackpots.

      In many cases,  a country  seeking our services may already have a lottery
in place. In such cases,  we can help the country's  existing  lottery  increase
sales by providing  marketing and sales  evaluations and expertise,  introducing
new  games  and/or  technologies  and  providing  critical  evaluations  of  the
enterprise.  At the same time,  we can also operate  under a private  license to
fund specific projects or separate charitable interests.

      We also plan to launch a  charitable  lottery game in Puerto Rico in 2004.
The Company will continue to explore  opportunities to develop Charity Lotteries
in locations  around the world.  Charity  Lotteries  are  government  sanctioned
lotteries  designed to support  fund  raising  endeavors on behalf of a specific
charity or humanitarian  group.  Charity Lotteries often rank second or third in
total market sales. For example, Spain has both a national lottery and a Charity
Lottery program (ONCE) which is the lottery for the blind.  The national lottery
has  annual  sales of  approximately  $4  billion  (US)  and  ONCE has  sales of
approximately $2 billion (US).


                                       8
<PAGE>

CORPORATE STRUCTURE

      We are a Delaware corporation. We have the following subsidiaries:

      o     WinWin Acquisition Corp., a Delaware corporation. We own 100% of the
            outstanding common stock of WinWin Acquisition Corp.

      o     WinWin Inc., a Nevada  corporation.  WinWin  Acquisition  Corp. owns
            100% of the outstanding common stock of WinWin Inc.

      o     NexTech, inc., a Nevada corporation.  This company has no operations
            and we intend to dissolve it in the near future.

      o     Junum  Intellectual  Property,  Inc.,  a  Nevada  corporation.  This
            company has no  operations  and we intend to dissolve it in the near
            future.

      o     Junum Financial Services,  Inc., a Nevada corporation.  This company
            has no operations and we intend to dissolve it in the near future.

      o     Junum  Company,  Inc.,  a Nevada  corporation.  This  company has no
            operations and we intend to dissolve it in the near future.

      o     Junum  Europe,  Ltd.,  a Nevada  corporation.  This  company  has no
            operations and we intend to dissolve it in the near future.

      o     Win Win Consulting  Shanghai Limited, a corporation  organized under
            the  laws of the  People's  Republic  of  China,  is a  wholly-owned
            subsidiary of Win Win, Inc.

      o     Lucky WinWin Cambodia,  Inc., a Cambodian  corporation.  This entity
            operates our Cambodian lottery business.

COMPETITION

      The  lottery  and  gaming  business  and  related  activities  are  highly
competitive.  In the lottery and casino gaming  industry,  barriers to entry are
relatively  low and risk of new  competitors  entering  the market is high.  Our
existing  competitors  have  substantially  greater  resources  than us. Further
expansion of the lottery and gaming  opportunities  could also significantly and
adversely  affect our  business.  In  particular,  the  expansion of lottery and
casino gaming in or near the geographic areas from which we attract or expect to
attract a significant  number of customers could have a material  adverse effect
on our business.  We expect that we will experience  significant  competition as
the industry continues to mature.

      Many large  competitors  have budgets,  marketing  staff and financial and
other resources which significantly surpass our resources.

      We believe that GTech, Scigames and various other governmental entities or
government sponsored licensees all compete with us.

REGULATORY ENVIRONMENT

      The lottery  and gaming  industry is a highly  regulated  industry  and is
subject to numerous statutes,  rules and regulations  administered by the gaming
commissions  or similar  regulatory  authorities  of each  jurisdiction  that we
operate. Generally, companies that seek to introduce gaming products or concepts
into such jurisdictions may be required to submit applications relating to their
activities or products  (including detailed  background  information  concerning
controlling  persons  within their  organization),  which are then  reviewed for
approval. In this regard, we may incur significant expenses in seeking to obtain


                                       9
<PAGE>

licenses for our lottery and gaming products and concepts,  and no assurance can
be given  that  our  games  and  products  will be  approved  in any  particular
jurisdiction.  The failure to obtain such approval in any  jurisdiction in which
we may seek to introduce our products or concepts could have a material  adverse
effect on our  business.  In addition,  any change to the  applicable  statutes,
rules and  regulations  that  restricts or prevents our ability to operate could
have an adverse effect on us.

EMPLOYEES

      As of the date of this report, we have six full-time  personnel at our Las
Vegas, Nevada location. All of these personnel are either part of our management
team or provide  administrative or business  development  support.  We have five
employees  in our  Shanghai,  China  office  all of whom are in  accounting  and
administration.

      None of our employees or other  personnel is represented by a labor union,
and  management  considers  our  relationships  with our  employees  to be good,
notwithstanding occasional delays in meeting payroll obligations. Our ability to
achieve  our  operational  and  financial  objectives  depends  in part upon our
ability to retain key  technical,  marketing and  operations  personnel,  and to
attract new employees as required to support growth. Our ongoing working capital
constraints  may impair our ability to retain and  attract  the staff  needed to
maintain current operations and meet the needs of anticipated growth.

      In addition,  we rely on consultants to a significant extent to supplement
our  regular  employee  staff in  certain  key  functional  areas and to support
management  in the execution of our business  strategy.  These  consultants  are
independent  contractors.  There can be no assurance that, if one or more of the
consultants  were to  terminate  their  services,  we would be able to  identify
suitable  replacements.  Failure to do so could  materially and adversely affect
our operating and financial results.

      All of our key  personnel  and the  management,  officers,  directors  and
shareholders  may be subject to  approval  by various  governmental  agencies to
determine if they are suitable to act in those positions in a lottery  operation
and/or  gaming  facility.  This  may,  in many  instances,  require  that  these
individuals  obtain  various  gaming  licenses  from  national,  state and other
authorities.  There is wide  discretion  and latitude  given those  governmental
entities in granting such licenses,  and the  application  for such licenses may
involve significant background checks and other investigations  concerning those
individuals.

ITEM 2.  DESCRIPTION OF PROPERTY.

      Our executive  offices occupy  approximately 205 square feet at 2980 South
Rainbow Boulevard, Suite 200 K, Las Vegas, Nevada 89146. As of December 2003 our
3 month  lease  expired.  We are  currently  on a month to month  lease with the
ability to renew at the current  rate of  $900.00.  Our plan is to relocate to a
larger facility as operations expand.

      The Office of Win Win Shanghai  consists of 188 square meters,  located in
the XuHui District of Shanghai,  considered a prime office area of Shanghai, and
only 50 square meters away from the Shanghai Welfare Lottery Issuing Center. The
current lease  expires in September,  2004 and the plan is to renew the existing
facility  or  relocate to a similar  facility  for another  year at close to the
current rate of approximately $2,500 (US) per month, plus utilities.

ITEM 3.  LEGAL PROCEEDINGS.

      David B. Coulter, our former Chief Executive Officer, President,  director
and  controlling  stockholder  has filed several  civil  actions  against us and
others in the Superior  Court of the State of  California  for the County of Los
Angeles  (Central  District),  and in the  County  of  Orange,  California.  The
complaints allege a breach of an employment contract,  breach of fiduciary duty,
breach of contract, breach of covenant of good faith and fair dealing, breach of
a  promissory  note,  intentional  interference  with  prospective  business and
economic  advantage,   negligent  interference  with  prospective  business  and


                                       10
<PAGE>

economic advantage and conversion,  and seek damages in excess of $3,000,000 and
other relief.  Management  believes these claims are without  merit,  and we are
vigorously contesting these civil actions. We have filed counter-claims  against
Mr.  Coulter for fraud and  misappropriation  of  corporate  assets,  and we are
seeking  damages in excess of $15 million.  Management  also  believes  that our
counter-claims against Mr. Coulter are meritorious.

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.

      No matters were submitted  during the fourth quarter of our fiscal year to
a vote of security holders, through the solicitation of proxies or otherwise.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

COMMON STOCK

      Our Certificate of Incorporation, as amended, authorizes 50,000,000 shares
of Common  Stock,  $.01 par value.  As of December 31, 2003,  we had  29,896,123
shares outstanding, which were held by 691 stockholders of record.

PREFERRED STOCK

      Our Certificate of Incorporation, as amended, authorizes 10,000,000 shares
of blank check  Preferred  Stock,  $0.01 par value.  As of December 31, 2003, no
shares of preferred stock were outstanding.

      Our  Common  Stock  is  quoted  on the  NASD  over-the-counter  electronic
bulletin board under the symbol  "WNWN".  The following  table sets forth,  on a
split-adjusted  per share basis for the periods shown,  the high and low closing
bid prices of our common stock.  The  quotations  reflect  inter-dealer  prices,
without retail  mark-up,  mark-down or commission  and may not represent  actual
transactions.

                             Closing Bid Prices (1)

                                       High                       Low
Year Ended December 31, 2002

1st Quarter                          $0.68                      $0.16
2nd Quarter                          $0.40                      $0.047
3rd Quarter                          $0.048                     $0.005
4th Quarter                          $0.51(2)                   $0.10 (2)

Year Ending December 31, 2003

1st Quarter                          $1.40 (3)                  $1.40 (3)
2nd Quarter                          $2.50                      $1.60
3rd Quarter                          $1.35                      $1.35
4th Quarter                          $1.30                      $0.75
-----------------------------

(1)   The above  tables set forth the range of high and low  closing  bid prices
      per share of our common stock as reported by Yahoo Finance for the periods
      indicated.

(2)   Effective  at the  close of  business  on  October  4,  2002,  there was a
      1-for-100 reverse stock split.

                                       11
<PAGE>

(3)   Effective  at the close of  business  on December  31,  2002,  there was a
      one-for-twenty reverse stock split of our common stock.

      On April 8, 2004,  the  closing  price of our  common  stock was $1.70 per
share.

      When the trading  price of our common stock is below $5.00 per share,  the
common  stock is  considered  to be "penny  stocks"  that are  subject  to rules
promulgated by the Securities and Exchange Commission (Rule 15-1 through 15g- 9)
under the  Securities  Exchange  Act of 1934.  These  rules  impose  significant
requirements on brokers under these circumstances,  including: (a) delivering to
customers  the  SEC's  standardized  risk  disclosure  document;  (b)  providing
customers  with current bid and ask prices;  (c)  disclosing  to  customers  the
brokers-dealer's and sales  representatives  compensation;  and (d) providing to
customers monthly account statements.  See "Management's Discussion and Analysis
of  Financial  Condition  and Results of  Operations  - Risk  Factors"  for more
information regarding penny stocks.

DIVIDEND POLICY

      We do not  intend to pay any cash  dividends  on our  common  stock in the
foreseeable future. All cash resources are expected to be invested in developing
our business plan.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

      The following  table  discloses  information  as of December 31, 2003 with
respect to compensation plans (including individual  compensation  arrangements)
under which our equity securities are authorized for issuance.



--------------------------------------------------------------------------------
PLAN CATEGORY        (A)                 (B)                 (C)

                                                             NUMBER OF
                                                             SECURITIES
                     NUMBER OF                               REMAINING
                     SECURITIES TO BE    WEIGHTED-AVERAGE    AVAILABLE FOR
                     ISSUED UPON         EXERCISE PRICE OF   FUTURE ISSUANCE
                     EXERCISE OF         OUTSTANDING         UNDER EQUITY
                     OUTSTANDING         OPTIONS, WARRANTS   COMPENSATION PLANS
                     OPTIONS, WARRANTS   AND RIGHTS          (EXCLUDING
                     AND RIGHTS                              SECURITIES
                                                             REFLECTED IN
                                                             COLUMN (A)
--------------------------------------------------------------------------------
EQUITY COMPENSATION           0                  N/A              5,000,000
PLANS APPROVED BY
SECURITY HOLDERS (1)
--------------------------------------------------------------------------------
EQUITY COMPENSATION           0                  N/A                  0
PLANS NOT APPROVED
BY SECURITY HOLDERS
--------------------------------------------------------------------------------
TOTAL                         0                   0                   0
--------------------------------------------------------------------------------
(1) Consists of  securities  available  for issuance  pursuant to our 2003 Stock
Plan, which has been approved by our Board of Directors and will be submitted to
our stockholders for approval at our next annual meeting of stockholders.

OPTIONS AND WARRANTS

      As of December 31, 2003, we had outstanding warrants to purchase 5,752,953
shares of common stock at exercise prices ranging from $0.50 to $0.82 per share.

                                       12
<PAGE>

      As of December 31, 2003, we did not have any options outstanding.

REGISTRAR AND TRANSFER AGENT

      Our registrar and transfer  agent is PublicEase  Stock  Transfer,  3663 E.
Sunset Road, Suite 104, Las Vegas, Nevada 89120; telephone (702) 212-8797.

RECENT SALES OF UNREGISTERED SECURITIES

      During our fiscal year ended  December 31, 2003,  we issued  shares of our
common stock in sales that were not registered under the Securities Act of 1933.
Following is a breakdown by category of each issuance and a  description  of the
exemption we relied upon in issuing the shares  without  registration  under the
Securities Act.

      We  issued  1,360,623  shares  of our  common  stock to 21  investors  for
aggregate gross proceeds to us of $897,000. These shares were issued in reliance
upon Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

      We issued  1,163,092  shares  of our  common  stock to 9 persons  upon the
conversion  of $425,546 in aggregate  amount of principal  and accrued  interest
under debt securities held by such persons. These shares were issued in reliance
upon Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

      On March 31, 2003, we issued  18,522,853 shares of our common stock to the
nine former stockholders of our operating subsidiary, WinWin, Inc. in connection
with the  acquisition of WinWin,  Inc.  pursuant to a share exchange  agreement.
These shares were issued in reliance upon Section 4(2) of the Securities Act.

      On March 31,  2003,  we issued  5,200,000  shares of our common stock to 6
former holders of our  convertible  preferred  stock upon the conversion of such
preferred  stock to common  stock.  These  shares were  issued in reliance  upon
Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

      We  issued  79,347  shares  of our  common  stock to 3  different  service
providers in  consideration  of services that such persons provided to us. These
shares were issued in reliance upon Section 4(2) of the Securities Act.

      We issued  4,067,647  shares of our common  stock upon the  exercise  by 6
persons of warrants to purchase  our common  stock.  These shares were issued in
reliance upon Section 4(2) of the Securities Act.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

      The  following  discussion  of our  financial  condition  and  results  of
operations  should  be  read  in  connection  with  our  consolidated  financial
statements  and notes  thereto  appearing  elsewhere in this Form  10-KSB.  This
discussion contains statements  reflecting the opinions of management as well as
forward-looking  statements  regarding  the market and us that  involve risk and
uncertainty.  These  statements  relate to expectations and concern matters that
are not  historical  facts.  Words  such as  "believes,"  "intends,"  "expects,"
"anticipates"  and similar  expressions  used throughout this document  indicate
that forward-looking statements are being made. See "Forward Looking Statements"
above and "Risk Factors" below for a list of important  factors that could cause
actual results to differ from the forward looking  statements  contained in this
report.


                                       13
<PAGE>

OVERVIEW

      Since our inception, we have been engaged in obtaining licenses to operate
lotteries and gaming operations  throughout the world,  including  directing and
supporting  marketing  and  sales  of  lottery  tickets  in  several  countries.
Currently  the  focus  of  our  operations  is  lottery  operations  in  several
countries,  particularly the People's Republic of China ("PRC"), Puerto Rico and
Cambodia.  The market for instant  lottery  tickets in the PRC, for example,  is
several  billion US dollars.  However,  obtaining the right to operate,  even in
partnership with another local PRC entity is not an easy task.  However, we have
been thus far successful in pursuing a partnership  and we are  optimistic  that
the  association  will result in revenues for us. There are several  areas where
revenues  could be  generated  from our  operations.  These  include  television
production and commercial time sales, product placement fees, and gross sales of
instant  lottery  tickets in an  applicable  jurisdiction.  Our  ability to move
forward in the PRC as well as other  venues will be  dependent on our ability to
attract sufficient funds to design, market, promote,  broadcast and sell lottery
tickets and television programs linked to those tickets.

      In evaluating our financial condition and operating performance,  we began
an initiative to critically reassess our current and long-term business plan and
capital  requirements.  While the validation of our business plan is ongoing, we
have identified and begun to implement some of the plan's critical components:

      1) We have  significantly  strengthened  our  financial  position with the
receipt  of an  aggregate  of  $915,000  in  new  investment  financing  in  the
first-quarter of 2004.

      2) We  settled  two  litigations  against  us,  thereby  removing  a total
potential liability of more than $101,334.00.

      3) We converted a $5,375,000  debenture  (principal plus accrued interest)
into only 100,000 of our common shares thereby eliminating that liability.

      4) We  refocused  our  operational  strategy  by  redirecting  much of our
resources to the largest lottery market in the world, the PRC.

      We believe that our currently  available  working  capital,  the aggregate
proceeds  of our  capital  raising  activities  in the first  quarter of 2004 of
$915,000,  should be adequate to sustain our  operations  at our current  levels
through  the  second  quarter of 2004.  If,  however,  sufficient  funds are not
available from our operations at that point, we will need to arrange  additional
financing or make other arrangements.  There can be no assurance that additional
financing  would  be  available  or,  if it is  available,  that it  would be on
acceptable terms.

RECENT DEVELOPMENTS

      On March 16, 2004, the holders of $5,375,000 in aggregate principal amount
plus  accrued  interest  of  our  debentures,   converted  those  debentures  in
accordance  with the terms of the  debentures  into only  100,000  shares of our
common stock, in the aggregate. The former holders of the debentures are Patrick
Rogers,  our Chief Executive Officer and a director,  and Benjamin Perry, one of
our  directors.  The debenture  was  originally  issued in  connection  with the
acquisition of our operating subsidiary, Win Win, Inc.

      On April 1, 2004, Arthur Petrie, one of our directors, forgave $176,614 of
principal and accrued  interest under a debenture in exchange for 353,228 shares
of our common stock and  three-year  warrants to purchase  353,228 shares of our
common stock at an exercise  price equal to $0.50 per share.  In order to induce
Mr. Petrie to convert the debenture immediately, we permitted him to convert the
debenture  at a rate of $0.50,  instead  of the  $0.765  price  that  would have
otherwise  been  applicable  to the  conversion  and we granted  Mr.  Petrie the
aforementioned warrants.

                                       14
<PAGE>

      On March 10, 2004 we settled a  pre-existing  legal claim in the amount of
$27,500 asserted by Valueclick, Inc. from when we operated under the Junum name.
We  issued  Valueclick,  Inc.  27,778  shares of our stock and paid it $2,500 in
connection with the settlement.

      On January 5, 2004,  we settled  another  pre-existing  legal claim in the
amount of $107,500 that was asserted against us by John Counts arising from when
we operated  under the Junum name.  We issued Mr.  Counts  47,500  shares of our
common stock as part of the settlement. We also agreed to pay Mr. Counts $60,000
of which  $26,363.63 has already been paid.  The remaining  $33,636.37 is due in
monthly installments of $3,363.63.

      During the  period  from March 23,  2004  through  April 7, 2004 we raised
$915,000 in capital  through the private  placement of  3,660,000  shares of our
common stock to accredited investors. We relied on Regulation D and Section 4(2)
of the  Securities Act in issuing these shares  without  registration  under the
Securities Act.

RESULTS OF OPERATIONS

Fiscal Year ended December 31, 2003 compared to December 31, 2002

      During the fiscal year ended  December 31, 2003, we incurred a net loss of
$3,016,342 as compared to a net loss of $1,633,768  for the prior from inception
(May 10,  2002)  through the end of fiscal year 2002 (the "Prior  Period").  The
increase in net loss is attributable to expenses  incurred in 2003 in connection
with the acquisition of Win Win, Inc., and increased  expenses relating to being
in the  development  stage with respect to the  establishment  of  operations in
China.  Operating expenses for the fiscal year ended December 31, 2003 decreased
by $109,317  from the Prior  Period.  Expenses  incurred  during the 2003 fiscal
period ar related  primarily to professional  fees and business  development and
public relations expenses.

      Net sales for the fiscal  year  ending  December  31,  2003 were $7,415 as
compared to $0 for the prior year. The increase in net sales is  attributable to
the start up of our operations in Cambodia and the commencement of lottery sales
there.

      We had total current assets of $381,250 as of December 31, 2003. Our total
assets as of December 31, 2003 were $414,365.  We had total current  liabilities
of $1,798,617 as of December 31, 2003. Our total  liabilities as of December 31,
2003 were $7,012,731. Our total stockholders' deficiency as of December 31, 2003
was $6,598,366.

      We used $1,112,890 in cash in our operating  activities  during the fiscal
year ended  December 31, 2003 as compared to $444,974 in the Prior  Period.  The
difference of $667,916 or a 150% increase is attributable  to expenses  incurred
in  connection  with the  acquisition  of WinWin,  Inc. and  increased  expenses
relating to being in the development  stage with respect to the establishment of
operations in China.

      We received  $1,495,017 from financing  activities  during the fiscal year
ended December 31, 2003 as compared to $451,000 during the Prior Period.

Liquidity and Capital Resources

      We had $350,334 in cash, cash equivalents and short-term investments as of
December 31, 2003.  As of such date we also had total assets of $414,365.  Since
inception, we have accumulated a deficit (net loss) of $4,650,110.

      During the  period  from March 23,  2004  through  April 7, 2004 we raised
$915,000 in capital  through the private  placement of  3,660,000  shares of our
common stock to accredited  investors.  We believe that our currently  available
working capital and the aggregate  proceeds of our capital raising activities in


                                       15
<PAGE>

the first  quarter  of 2004 of  $915,000,  should be  adequate  to  sustain  our
operations  at our current  levels  through the second  quarter of 2004 assuming
that we make the  investments  contemplated by our business plan for our Chinese
operations. If, however,  sufficient funds are not available from our operations
at that  point,  we will need to  arrange  additional  financing  or make  other
arrangements.  There can be no  assurance  that  additional  financing  would be
available or, if it is available, that it would be on acceptable terms.

      Our  financial  statements  have been  prepared  on the basis that we will
continue as a going concern, which contemplates the realization and satisfaction
of our pre existing  liabilities and existing liabilities and commitments in the
normal course of business.

      Operations to date have been primarily  financed by  stockholder  debt and
equity  transactions.  As a result, our future operations are dependent upon the
identification  and successful  completion of permanent  equity  financing,  the
continued support of shareholders and ultimately,  the achievement of profitable
operations.  Our financial statements do not include any adjustments relating to
the  recoverability  and classification of recorded asset amounts nor to amounts
and  classification  of liabilities that may be necessary should we be unable to
continue as a going concern.

      Because of the present  development stage status of our current activities
and other  factors,  we expect  that we will incur a loss during its fiscal year
ending December 31, 2004.

CRITICAL ACCOUNTING POLICIES

      The  preparation  of financial  statements in conformity  with  accounting
principles  generally  accepted in the United States  requires our management to
make  assumptions,  estimates and judgments that affect the amounts  reported in
the financial  statements,  including the notes thereto, and related disclosures
of commitments and  contingencies,  if any. We consider our critical  accounting
policies to be those that require the more  significant  judgments and estimates
in the preparation of financial statements, including the following: recognition
of fair market value of  liabilities  that for  accounting  purposes were deemed
acquired by WinWin,  Inc. from WinWin Gaming,  Inc.,  accounting for expenses in
connection  with stock  options and  warrants;  and valuation of payroll tax and
other contingent liabilities.  Management relies on historical experience and on
other  assumptions  believed to be reasonable under the  circumstances in making
its judgment and estimates.  Actual results could differ  materially  from those
estimates.

      The  consolidated  financial  statements  include the  accounts of WinWin,
Inc.,  prior  to the  business  combination  with  WinWin  Gaming  Inc.  and its
subsidiaries,  including some wholly-owned and majority-owned  subsidiaries that
were inactive and do not have any assets or liabilities.

OFF-BALANCE SHEET ARRANGEMENTS

      We do not  have  any  off-balance  sheet  arrangements  that  have  or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial  condition,  revenues or expenses,  results of  operations,
liquidity,  capital  expenditures  or  capital  resources  that is  material  to
investors.

INFLATION

      We believe that inflation has not had a material  impact on our results of
operations for the years ended December 31, 2003 or December 31, 2002.

SEASONALITY

      We may experience  seasonal variations in revenues and operating costs due
to  seasonality,  however,  we do not  believe  that  these  variations  will be
material.

                                       16
<PAGE>

RISK FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

      You should  carefully  consider the risks described below before making an
investment  decision.  The risks and  uncertainties  described below are not the
only ones facing our company.  Additional risks and  uncertainties not presently
known to us or that we currently  deem  immaterial  may also impair our business
operations.

      If any of the following  risks  actually  occur,  our business,  financial
condition,  or results of operations could be materially adversely affected.  In
such case,  the trading  price of our common  stock could  decline and you could
lose all or part of your investment.

Our  business  is  difficult  to  evaluate  because we have a limited  operating
history.

      We have a  limited  operating  history.  You must  consider  the risks and
difficulties  frequently encountered by early stage companies in new and rapidly
evolving  markets,  particularly  those  involved  in  the  lottery  and  gaming
industries.   We  expect  our  operating  expenses  to  increase  significantly,
especially in the areas of development, marketing and promotion.

We have suffered  losses since our formation and we anticipate that we will lose
money in the  foreseeable  future.  Accordingly,  we may not be able to  achieve
profitable operations.

      Our losses from the inception of WinWin Inc. through December 31, 2003 are
$6,598,366. We expect to encounter difficulties as an early stage company in the
rapidly  evolving  lottery and gaming  markets.  We expect to incur  significant
operating and capital  expenditures and, as a result, we expect  significant net
losses in the future. We will need to generate  significant  revenues to achieve
and maintain profitability. We may not be able to achieve profitable operations.

We have liabilities  resulting from predecessor  business  operations that could
have an adverse effect on us.

      We are potentially  responsible for the liabilities that we incurred as we
operated  businesses other than our current lottery and gaming business.  We are
unsure of the extent of these potential  liabilities.  These  liabilities  could
adversely affect our financial condition and operations.

We face extensive regulation from gaming and other government authorities.

      The lottery  and gaming  industry is a highly  regulated  industry  and is
subject to numerous statutes,  rules and regulations  administered by the gaming
commissions  or similar  regulatory  authorities  of each  jurisdiction  that we
operate. Generally, companies that seek to introduce gaming products or concepts
into such jurisdictions may be required to submit applications relating to their
activities or products  (including detailed  background  information  concerning
controlling  persons  within their  organization),  which are then  reviewed for
approval. In this regard, we may incur significant expenses in seeking to obtain
licenses for our lottery and gaming products and concepts,  and no assurance can
be given  that  our  games  and  products  will be  approved  in any  particular
jurisdiction.  The failure to obtain such approval in any  jurisdiction in which
we may seek to introduce our products or concepts could have a material  adverse
effect on our  business.  In addition,  any change to the  applicable  statutes,
rules and  regulations  that  restricts or prevents our ability to operate could
have an adverse effect on us.

Our operations are subject to intense competition.

      There are many  companies with  substantially  more resources than we have
that are  seeking  to  develop  lotteries  in our  target  markets.  Most of our
potential  competitors  have  substantially   greater  capital,   marketing  and
development  capabilities  and  human  resources  than we have and  will  likely
represent  significant  competition  for us. The foregoing  conditions  create a
rigorous competitive climate for us and increase the risk that we fail to obtain
licenses in jurisdictions where we plan to operate lotteries or we are unable to


                                       17
<PAGE>

compete  successfully  with other potential  lottery and gaming companies in our
target markets.

Our largest  target market is in China and there are several  significant  risks
relating to conducting operations in China.

      Our largest target market is in China. Therefore, our business,  financial
condition  and results of  operations  are to a  significant  degree  subject to
economic, political and social events in China.

      Governmental policies in China could impact our business.

      Since  1978,  China's  government  has been and is  expected  to  continue
reforming its economic and political systems. These reforms have resulted in and
are  expected  to  continue  to  result  in  significant   economic  and  social
development in China.  Many of the reforms are unprecedented or experimental and
may be subject to change or readjustment due to a number of political,  economic
and  social  factors.  We  believe  that the  basic  principles  underlying  the
political and economic  reforms will continue to be implemented  and provide the
framework  for  China's  political  and  economic  system.  New  reforms  or the
readjustment of previously implemented reforms could have a significant negative
effect on our  operations.  Changes in China's  political,  economic  and social
conditions and  governmental  policies which could have a substantial  impact on
our business include:

      *     new laws and  regulations or new  interpretations  of those laws and
            regulations;

      *     the  introduction  of measures  to control  inflation  or  stimulate
            growth;

      *     changes in the rate or method of taxation;

      *     the imposition of additional restrictions on currency conversion and
            remittances abroad; and

      *     any actions which limit our ability to conduct lottery operations in
            China.

      Economic policies in China could negatively impact our business.

      The  economy  of  China  differs  from  the  economies  of most  countries
belonging  to the  Organization  for Economic  Cooperation  and  Development  in
various  respects,  such  as  structure,   government   involvement,   level  of
development,  growth  rate,  capital  reinvestment,   allocation  of  resources,
self-sufficiency,  rate of inflation  and balance of payments  position.  In the
past, the economy of China has been primarily a planned  economy  subject to one
and five-year state plans adopted by central government  authorities and largely
implemented by provincial and local authorities.  These plans set production and
development targets.

      Since 1978,  increasing emphasis had been placed on  decentralization  and
the utilization of market forces in the development of China's economy. Economic
reform   measures   adopted  by  China's   government  may  be  inconsistent  or
ineffectual,  and we may not in all cases be able to  capitalize on any reforms.
Further, these measures may be adjusted or modified in ways that could result in
economic  liberalization  measures that are inconsistent from time to time, from
industry to industry or across different regions of the country. China's economy
has experienced significant growth in the past decade. This growth, however, has
been   accompanied  by  imbalances  in  China's  economy  and  has  resulted  in
significant   fluctuations  in  general  price  levels,   including  periods  of
inflation.  China's  government  has  implemented  policies from time to time to
increase or restrain the rate of economic  growth,  control periods of inflation
or otherwise regulate economic  expansion.  While we may be able to benefit from
the effects of some of these  policies,  these policies and other measures taken
by China's  government  to regulate  the economy  could also have a  significant
negative impact on economic conditions in China with a resulting negative impact
on our business.

                                       18
<PAGE>

      China's entry into the WTO creates uncertainty.

      China  formally  became the 143rd  member of the World Trade  Organization
(WTO),  the  multilateral  trade body, on December 11, 2001.  Entry into the WTO
will  require  China  to  further  reduce  tariffs  and  eliminate  other  trade
restrictions.  While  China's  entry into the WTO and the related  relaxation of
trade restrictions may lead to increased foreign investment, it may also lead to
increased  competition  in China's  markets from  international  companies.  The
impact of China's  entry into the WTO on China's  economy  and our  business  is
uncertain.

      Uncertainty relating to China's legal system could negatively affect us.

      China  has a civil  law  legal  system.  Decided  court  cases do not have
binding  legal  effect  on  future  decisions.  Since  1979,  many  new laws and
regulations  covering  general  economic matters have been promulgated in China.
Despite this activity to develop the legal system, China's system of laws is not
yet complete. Even where adequate law exists in China,  enforcement of contracts
based on existing law may be  uncertain  and sporadic and it may be difficult to
obtain swift and equitable  enforcement,  or to obtain enforcement of a judgment
by a court  of  another  jurisdiction.  The  relative  inexperience  of  China's
judiciary in many cases creates additional  uncertainty as to the outcome of any
litigation.  Further,  interpretation of statutes and regulations may be subject
to government policies reflecting domestic political changes.

You  will  likely  suffer  significant  dilution.  We do not  intend  to pay any
dividends for the foreseeable future.

      We will likely need to issue additional shares of our capital stock in the
future in order to raise capital to fulfill our business plans and  initiatives.
Upon the  issuance  of these  shares  you will  experience  dilution  in the net
tangible  book value of your common stock.  We have never paid  dividends and do
not intend to pay any dividends in the foreseeable future.

A limited public market exists for the trading of our securities.

      Our common stock is quoted on the NASD Over-the-Counter Bulletin Board. As
a result,  investors may find it difficult to dispose of, or to obtain  accurate
quotations of the price of, our securities.  This lack of information limits the
liquidity  of our common  stock,  and likely will have an adverse  effect on the
market price of our common stock and on our ability to raise additional capital.

Our stock is a penny stock and there are significant risks related to buying and
owning penny stocks.

      Rule 15g-9 under the  Securities  Exchange Act of 1934 imposes  additional
sales  practice  requirements  on  broker-dealers  that sell  non-Nasdaq  listed
securities except in transactions  exempted by the rule, including  transactions
meeting the  requirements  of Rule 506 of Regulation D under the  Securities Act
and transactions in which the purchaser is an institutional  accredited investor
(as  defined) or an  established  customer (as defined) of the broker or dealer.
For  transactions  covered by this  rule,  a  broker-dealer  must make a special
suitability  determination  for the purchaser and have received the  purchaser's
written consent to the transaction  prior to sale.  Consequently,  this rule may
adversely  affect the ability of  broker-dealers  to sell our securities and may
adversely affect your ability to sell any of the securities you own.

      The Securities and Exchange Commission  regulations define a "penny stock"
to be any non-Nasdaq  equity security that has a market price (as defined in the
regulations) of less than $5.00 per share or with an exercise price of less than
$5.00  per  share,  subject  to  some  exceptions.  For  any  transaction  by  a
broker-dealer  involving  a  penny  stock,  unless  exempt,  the  rules  require
delivery,  prior to any transaction in a penny stock,  of a disclosure  schedule
prepared  by the SEC  relating  to the penny stock  market.  Disclosure  is also
required to be made about commissions  payable to both the broker-dealer and the
registered  representative and current  quotations for the securities.  Finally,
monthly  statements are required to be sent disclosing  recent price information
for the penny stock held in the account and information on the limited market in
penny stocks. Our market liquidity could be severely adversely affected by these
rules on penny stocks.


                                       19
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.

      Our consolidated  financial  statements for the fiscal year ended December
31, 2003 and 2002, and the reports  thereon of  Livingston,  Wachtell & Co., LLP
and Smith & Company,  respectively,  are included in this annual  report and are
incorporated herein by reference.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

      There  have  been no  disagreements  regarding  accounting  and  financial
disclosure matters with our independent certified public accountants.

ITEM 8A.  CONTROLS AND PROCEDURES.

      Within 90 days of the  filing  of this  Form  10-KSB,  an  evaluation  was
carried out under the supervision and with the  participation of our management,
including Patrick Rogers, our Chairman, CEO and President and Monica Soares, our
Acting  Treasurer,   of  the  effectiveness  of  our  disclosure   controls  and
procedures.  Disclosure controls and procedures are procedures that are designed
with the objective of ensuring that information  required to be disclosed in our
reports  filed  under the  Securities  Exchange  Act of 1934,  such as this Form
10-KSB, is recorded,  processed,  summarized and reported within the time period
specified in the Securities and Exchange  Commission's rules and forms. Based on
that  evaluation,   Mr.  Rogers  concluded  that  our  disclosure  controls  and
procedures are effective to satisfy the objectives for which they are intended.

      There were no  significant  changes in our  internal  controls or in other
factors that could  significantly  affect these internal controls  subsequent to
the date of our most recent evaluation.


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

DIRECTORS

      Our directors and officers as of December 31, 2002, are:

      Name                 Age         Position
      ----                 ---         --------

      Patrick O.  Rogers   46          Chairman, CEO and President
      Benjamin Perry       50          Director and Founder
      Arthur J. Petrie     69          Director
      Dwight V. Call       69          Director
      Peter Pang           50          Director, Executive Vice President and
                                       General Counsel


      PATRICK O. ROGERS  became our Chairman and CEO on December 5, 2003. He has
held the  position of  President  since March 31,  2003.  From March 31, 2003 to
December  5,  2003,  he also held the  positions  of  Treasurer  and  Secretary.
Treasurer,  Secretary and a director on December 31, 2002.  From May 2002 to the
present, he has been the Chairman of WinWin, Inc., a Nevada corporation acquired
by us on March 31, 2003. From February 2000 to the present,  Mr. Rogers has been
a marketing  consultant through PM Investments LLC, his marketing company.  From


                                       20
<PAGE>

August 2000 to May 2001, he was the Chief Executive Officer of  PlayersClub.com,
a membership  and marketing  company.  From May 1999 to October 1999, Mr. Rogers
was the Vice  President - Marketing  of Purchase  Pro.com,  Inc.,  a business to
business e- commerce company.  From July 1998 to May 1999, he was Vice President
- Marketing for eastern  Europe for Mirage  Resorts,  Inc. From June 1998 to May
1999,  he owned and operated a marketing  consulting  company,  R & M Companies,
L.L.C. From June 1996 to June 1998, he owned and operated Rogers and Associates,
Inc.,  a marketing  company.  From January  1987 to June 1996,  Mr.  Rogers held
various  executive  positions with Players  International  Inc.,  including Vice
President - General Manager of Players Island Resort in Mesquite,  Nevada and of
Players Riverboat Casino in Metropolis, Illinois.

      BENJAMIN PERRY was our Chief  Executive  Officer and a director from March
31, 2003 through  December 5, 2003. From December 5, 2003 to present,  Mr. Perry
has held the  position of Director  and  Founder.  From May 2002 to February 12,
2004 he was the Chief  Executive  Officer,  President  and a director of WinWin,
Inc., a Nevada  corporation  that was  acquired by us on March 31,  2003.  Since
1995,  Mr.  Perry has  developed,  operated  and  managed  lotteries  in several
countries as a consultant.  For  approximately  the last 20 years, he has been a
director,  producer,  stunt  coordinator and stuntman of feature movie films and
television series. Mr. Perry has black-belts from several  international martial
arts associations, teaches self-defense and rape prevention classes, and was the
lightweight   gold  medal   winner  of  the  1972  South  Korea   World   Karate
Championships. Mr. Perry attended El Camino College in Los Angeles, California.

      ARTHUR J. PETRIE  became our director on December 5, 2003.  He has been in
the real estate development and investment business for the past 45 years. He is
Chairman of the Board of Petrie  Development  Corporation,  formed in 1976,  and
General Manager of Asset  Development  Services,  LLC, a real estate  investment
company located in Las Vegas, Nevada. Mr. Petrie's experience in commercial real
estate includes development for Wal-Mart,  Sam's Club, K-mart, Hy-Vee, and other
retail  users,  development  of  apartment  complexes,  and  redevelopment  of a
university  campus to offices and housing.  Mr.  Petrie is a General  Partner in
several  publicly  syndicated  partnerships  and  has  extensive  experience  in
developing  companies as a shareholder,  member of the board,  and officer.  Mr.
Petrie  has also  served  on the  Mankato  State  University  Foundation  and as
Chairman of the Minnesota World Trade Center.

      DWIGHT  V. CALL  became  our  director  on  December  5,  2003.  He is the
President and owner of MC Foods,  Inc.,  d/b/a Magee's,  a restaurant,  nuts and
butters operating in Los Angeles, California. He is also the President and Owner
of Call and Call, an accountancy  corporation that began operations in 1962. Mr.
Call  is  also a full  Professor  of  Accounting  and  MIS at  California  State
University  -  Northridge.  He is a frequent  lecturer  on matters  relating  to
taxation and  accounting  and has spoken before the  International  Business and
Economics  Research  Conference  regarding  matters  relating to employee  stock
options.  Mr.  Call is also  an  accomplished  author  and has  written  several
articles on matters relating to taxation and accounting.


      PETER PANG became our  director  on December 5, 2003.  Mr. Pang became our
General  Counsel and  Executive  Vice  President  on January 1, 2004.  He is the
founder of IPO Pang,  P.C.,  a premier  international  law firm with  offices in
Guangzhou,  People's Republic of China and Oakland,  California that specializes
in  assisting  U.S.   companies   entering  the  Chinese  market  with  complex,
high-profile  legal and  business  cases.  Prior to forming  IPO Pang,  Mr. Pang
served as Vice President and General Counsel of Dole Packaged  Foods,  Assistant
General  Counsel of Nissan North America and corporate  counsel to Hershey Foods
Corporation  and Shell Oil  Company.  Mr. Pang is  licensed  to practice  law in
several  jurisdictions  in the United States,  including  California,  New York,
Pennsylvania and Texas, and is also an acknowledged  Foreign Legal Consultant in
China  where he has  provided  legal  advice  to the City of  Guangzhou  and the
Ministry of Television and Foreign Trade and Economics  Commission.  Mr. Pang is
also an  expert  on  intellectual  property  law and is the  author  of  several
chapters on protecting Trade Secrets, CEB 2003.


                                       21
<PAGE>

MANAGEMENT

      In  addition to Mr.  Rogers,  and Mr.  Pang,  who are both  directors  and
members of our  executive  management  team as described  above,  the  following
person is also a member of our executive management team.

      Name                 Age         Position
      ----                 ---         --------

      Monica Soares        34          Secretary and Acting Treasurer

      MONICA SOARES  became our  Secretary  and Acting  Treasurer on December 5,
2003. Ms. Soares  successfully  owned and operated Auntie Alice's  restaurant in
Hawaii.  She traveled the world as a Super Model and  spokesperson  for Hawaiian
Tropic Suncare  Products from 1989 through 1999. In 1999, Ms. Soares  co-founded
PM Investments,  a private investment firm that invested in several  diversified
business  ventures.  Since 2002,  Ms. Soares has played a key role in developing
Win Win Gaming,  Inc. in all aspects of the day to day operations with a primary
responsibility of finance.

      Monica Soares and Patrick Rogers are married to each other.

AUDIT COMMITTEE FINANCIAL EXPERT

      Our board of directors has determined that Dwight V. Call, a member of our
board,  qualifies as an Audit  Committee  Financial  Expert.  The board has also
determined that Mr. Call is an independent director.

CODE OF ETHICS

      On February 12, 2004, our board of directors adopted a code of ethics that
our principal financial officer,  principal accounting officer or controller and
any person who may perform  similar  functions  is subject to. We have filed the
code of ethics as exhibit 14 to this Annual Report on Form 10-KSB.

ITEM 10.  EXECUTIVE COMPENSATION.

      The  following  table  sets  forth  information  concerning  all  cash and
non-cash  compensation  awarded  to,  earned by or paid to Benjamin  Perry,  our
former Chief  Executive  Officer,  Patrick  Rogers,  our current Chief Executive
Officer,  and each of the other  executive  officers,  if any,  who earned  over
$100,000  and was serving at the end of our last fiscal year  December 31, 2003,
for services in all capacities to us.


<TABLE>
<CAPTION>
                                ANNUAL COMPENSATION                   LONG-TERM COMPENSATION
                                -------------------                   ----------------------
                                                                      AWARDS                       PAYOUTS
                                                                      ------                       -------
                                                                                    SECURITIES
                                                                                    UNDER-LYING                 All
NAME                                                       OTHER      RESTRICTED    OPTIONS/                    Other
AND PRINCIPAL                                              ANNUAL     STOCK         SARS           LTIP         Compen-
POSITION                          SALARY        BONUS      COMP-      AWARDS        (#)            PAYOUTS      Sation
                       YEAR       ($)           ($)        ENSATION   ($)                          ($)          ($)
                                                           ($)

<S>                    <C>        <C>           <C>           <C>         <C>            <C>           <C>          <C>
Patrick O. Rogers      2003       150,000(4)    30,000        0           0              0             0            0
Chairman, CEO and                                 (4)
President(1)
                       2002            0           0          0          (5)             0             0            0
                       2001            0           0          0           0              0             0            0
</TABLE>



                                       22
<PAGE>

<TABLE>
<CAPTION>
<S>                    <C>             <C>         <C>        <C>         <C>            <C>           <C>          <C>
Benjamin Perry         2003            0           0          0           0              0             0            0
CEO(2)
                       2002            0           0          0          (5)             0             0            0
                       2001            0           0          0           0              0             0            0

Peter Pang             2003        60,618(3)       0          0           0              0             0            0
Executive Vice
President and
General Counsel
                       2002            0           0          0           0              0             0            0
                       2001            0           0          0           0              0             0            0

Monica Soares,         2003        66,000 (4)
Acting Treasurer and
Secretary
                       2002
                       2001     0              0          0           0             0              0            0
</TABLE>


-----------------------------

(1) Patrick Rogers became our Chairman, Chief Executive Officer and President on
December  5,  2003.  Prior to that he was our  president.  Mr.  Rogers is also a
member of the board of directors.

(2) Benjamin Perry was our Chairman and Chief  Executive  Officer until December
5,  2003.  He no  longer  holds  those  positions,  but  he  remains  one of our
directors.

(3) This amount consists of fees paid to a law firm and other entity  affiliated
with Mr. Pang for services  provided by such firm and entity  during fiscal year
2003.

(4) These amounts have been accrued, but not paid. In the case of Monica Soares,
46,000 of the salary was actually  paid to Ms.  Soares and the  remainder of the
salary and the entire bonus amount has been accrued.

(5) In May 2002 WinWin Inc.  was formed and each of Patrick  Rogers and Benjamin
Perry received 9,000,000 shares of WinWin Inc. common stock as founder shares.


                        OPTION GRANTS IN LAST FISCAL YEAR

      The following  table sets forth the grant of stock options made during the
year ended  December 31, 2003 to the persons  named in the Summary  Compensation
Table:

                NUMBER OF         % OF TOTAL
                SECURITIES        OPTIONS GRANTED
NAME            UNDERLYING        TO EMPLOYEES IN  EXERCISE
----            OPTIONS GRANTED   FISCAL           PRICE PER   EXPIRATION
                ---------------   PERIOD(C)        SHARE       DATE(D)
                                  ------           ---------   ----------

Patrick O.             0                 0               0            n/a
Rogers

Benjamin Perry         0                 0               0            n/a

Peter Pang             0                 0               0            n/a

Monica Soares          0                 0               0            n/a



      The following  table sets forth  information  with respect to  unexercised
stock  options held by the persons  named in the Summary  Compensation  Table at
December 31, 2003. No stock options were exercised in 2003 by those persons.


                                       23
<PAGE>

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES


                     NUMBER OF UNEXERCISED       VALUE OF UNEXERCISED IN-
                     OPTIONS AT FISCAL YEAR-END  THE-MONEY OPTIONS AT FISCAL
                                                          YEAR-END($) (A)
                     #
                     --------------------------  ---------------------------

NAME                EXERCISABLE  UNEXERCISABLE   EXERCISABLE  UNEXERCISABLE
----                -----------  -------------   -----------  -------------

Patrick O. Rogers        0              0             0               0

Benjamin Perry           0              0             0               0

Peter Pang               0              0             0               0

Monica Soares            0              0             0               0


COMPENSATION OF DIRECTORS

      All directors are reimbursed for out-of-pocket expenses in connection with
attendance  at  board  of  director's  and/or  committee  meetings.  Independent
directors  receive a grant of 25,000  non-qualified  stock options upon becoming
directors  and  then  they  also  receive  a  grant  of  an  additional   15,000
non-qualified stock options for each meeting of the board of directors that they
attend.


EMPLOYMENT AGREEMENTS

      We have not entered  into  formal  employment  agreements  with any of our
executive  officers.  Our officers  have made  proposals to the board  regarding
their compensation. We expect that we will enter into employment agreements with
our officers during the second quarter of 2004.

BENEFIT PLANS

      On December 5, 2003,  we adopted  our 2003 Stock Plan,  which  permits the
board,  as the  administrator  of the plan, to grant  incentive  stock  options,
non-qualified  stock  options  and  restricted  stock to  persons  in a business
relationship with us. Our stockholders will vote on the approval of this plan at
our next annual meeting of stockholders.

      Other than our 2003 Stock Plan,  we do not have any pension  plan,  profit
sharing plan,  or similar  plans for the benefit of our  officers,  directors or
employees. However we may establish such plans in the future.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

      Section  16(a) of the Exchange Act  required  our  executive  officers and
directors,  and person who  beneficially own more than ten percent of our equity
securities,  to file  reports of  ownership  and changes in  ownership  with the
Securities  and Exchange  Commission.  Officers,  directors and greater than ten
percent shareholders are required by SEC regulation to furnish us with copies of
all  Section  16(a)  forms they file.  Based on its review of the copies of such


                                       24
<PAGE>

forms  received by us, we believe that during the year ended  December 31, 2003,
all such filing  requirements  applicable  to its  officers and  directors  were
complied with, except that various  directors,  officers and others were late in
filing Form 3, Form 4 and other  reports  during the fiscal year ended  December
31, 2003.

LIMITED LIABILITY AND INDEMNIFICATION

      Section  102(a)(7)  of  the  Delaware  General  Corporation  Law  ("DGCL")
authorizes Delaware corporations to limit or eliminate the personal liability of
directors to corporations and their stockholders for monetary damages for breach
of the directors'  fiduciary duty of care. The duty of care requires that,  when
acting  on  behalf of the  corporation,  directors  must  exercise  an  informed
business  judgment  based on all material  information  reasonably  available to
them. Absent the limitations now authorized by such  legislation,  directors are
accountable to  corporations  and their  stockholders  for monetary  damages for
conduct  constituting  gross  negligence  in the exercise of their duty of care.
Although  Section  102(a) does not change  directors'  duty of care,  it enables
corporations to limit available relief to equitable  remedies such as injunction
or  rescission.  Our  certificate of  incorporation  limits the liability of our
directors to us or our  stockholders  (in their capacity as directors but not in
their capacity as officers) to the fullest extent  permitted by Section  102(a).
Specifically,  our directors will not be personally  liable for monetary damages
for breach of a director's  fiduciary duty as a director,  except for liability:
(i) for any breach of the director's duty of loyalty to us or our  stockholders;
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct  or a knowing  violation  of law;  (iii)  for  unlawful  payments  of
dividends or unlawful stock repurchase or redemptions as provided in Section 174
of the DGCL;  or (iv) for any  transactions  from which the director  derived an
improper personal benefit.

      Section 145 of the DGCL authorizes Delaware  corporations to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation)  by reason  of the fact  that the  person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses (including attorney's fees), judgments,  fines and amounts paid
in settlement  actually and reasonably incurred by the person in connection with
such action,  suit or proceeding if the person  reasonably  believed to be in or
not opposed to the best interests of the  corporation,  and, with respect to any
criminal action or proceeding,  had not reasonable cause to believe the person's
conduct was unlawful.

      Section 145(g) of the DGCL  authorizes  Delaware  corporations to purchase
insurance covering liabilities asserted against directors,  officers,  employees
and agents.

      The Ninth Article of our  certificate  of  incorporation  provides that we
shall  indemnify our  directors  and officers,  except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing  violation of law;  (iii) under Section 174 of the DGCL;
or (iv) for any  transaction  from  which  the  director  derived  any  improper
personal  benefit.  If DGCL is amended to authorize  corporation  action further
eliminating or limiting the personal liability of directors,  then the liability
of our directors shall be eliminated or limited to the fullest extent  permitted
by the DGCL, as so amended.

      Each  of  our  directors   and   executive   officers  have  entered  into
indemnification agreements with us pursuant to which we agree to indemnify those
officers  and  directors to the fullest  extent  permitted by the DGCL and other
applicable law.

      Inasmuch as indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers or persons  controlling  us
pursuant to the foregoing provisions,  or otherwise, we have been informed that,
in the opinion of the Securities and Exchange  Commission,  such indemnification
is against public policy as expressed in the  Securities Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other  than the  payment by us of  expenses  incurred or paid by a


                                       25
<PAGE>

director, officer or controlling person in the successful defense or any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection  with any of our securities  that are being  registered,  we will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

CONSULTANTS

      We  retain  consultants  to the  extent  management  deems  necessary  and
appropriate.  We will not  delegate our  authority  and  responsibility  to make
management  decisions  to  consultants  or any  other  persons,  nor  shall  any
consultant have any  discretionary  authority or the authority to bind us in any
material respect.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

      The  following  table sets forth  information  relating to the  beneficial
ownership of our common stock by our officers and directors and by our directors
and executive officers as a group as of December 31, 2003.

Name of Shareholder              Number of Shares         Percentage of Class

Patrick O. Rogers                  8,750,000(1)                 29.27%
2980 South Rainbow
Boulevard
Suite 200K
Las Vegas, Nevada 89146

Benjamin Perry                     8,468,000(2)                 28.32%
2890 South Rainbow
Boulevard
Suite 200K
Las Vegas, Nevada  89146

Dwight V. Call                      232,000(3)                   0.77%
2890 South Rainbow
Boulevard
Suite 200K
Las Vegas, Nevada  89146

Art Petrie                          904,200(4)                   3.0%
2890 South Rainbow
Boulevard
Suite 200K
Las Vegas, Nevada  89146

Peter Pang                          20,864(5)                    0.06%
2890 South Rainbow
Boulevard
Suite 200K
Las Vegas, Nevada  89146

Monica Soares                      8,750,000(6)                 29.27%
2890 South Rainbow
Boulevard
Suite 200K
Las Vegas, Nevada  89146

Directors and officers as      18,375,064 (1) - (6)             60.85%
a group (6 persons)

-------------------------------------------------------

(1)   Consists of 8,250,000 shares  beneficially  owned by Mr. Rogers indirectly
      through the Rogers Living Trust and 500,000 shares  beneficially  owned by
      Mr. Rogers indirectly through the China Sue Trust.
(2)   All of these shares are held  indirectly  by Mr. Perry  through the Falcor
      Trust.
(3)   Includes 60,000 shares held by Mr. Call's daughter and 100,000 warrants to
      purchase common stock at a price per share equal to $0.50,  which warrants
      are exercisable within 60 days of December 31, 2003.
(4)   Includes 200,000 shares issuable upon the exercise of warrants that may be
      exercised within 60 days of December 31, 2003.


                                       26
<PAGE>

(5)   Consists of 13,167  shares held by Mr.  Pang  indirectly  through IPO Pang
      P.C.  and  7,697  shares  held by Mr.  Pang  indirectly  through  Landward
      International.
(6)   Consists of the  8,750,000  shares held  directly  or  indirectly  by Mrs.
      Soares' husband, Patrick Rogers. See Note (1) above.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      Effective  December 31,  2002,  we acquired  100% of the capital  stock of
WinWin, Inc., a Nevada corporation, that was then wholly-owned by Patrick Rogers
and Benjamin Perry, our Chairman,  Chief Executive Officer and President and our
director and founder,  respectively,  for  consideration of 23,722,853 shares of
common stock, plus a $5,000,000 senior secured debenture, secured by 100% of the
stock of WinWin,  Inc.  and 100% of the stock of WinWin  Acquisition  Corp.  our
wholly-owned subsidiary that directly owns the stock of WinWin, Inc.

      The debenture provides that in the event of certain events of default, the
holder of the debenture would have the right to foreclose on the stock of WinWin
Acquisition  Corp.  and WinWin,  Inc.  This included any delisting of our common
stock from the NASD OTC Bulletin Board.  Our stock was, in fact,  delisted,  and
the holders of the  debenture,  Patrick  Rogers and Benjamin  Perry,  granted us
until February 15, 2003 to cure the default or rescind the transaction.  We were
unable to cure the default,  and the entire transaction was rescinded,  and null
and void, effective as of December 31, 2002.

      We were  subsequently  able to have our common stock  relisted on the NASD
OTC Bulletin Board, and were able to renegotiate the acquisition of WinWin, Inc.
with Mr. Perry and Mr. Rogers on  substantially  similar terms and conditions as
the  original  agreement,  except that the total  number of shares of our common
stock issued for the  acquisitions  was reduced from  22,512,000 to  18,522,853.
This transaction closed as of March 31, 2003. The debenture issued to Mr. Rogers
and Mr. Perry in connection  with the acquisition of Win Win, Inc. was converted
in accordance  with its terms on March 16, 2004 into only 100,000  shares of our
common stock.

      Benjamin Perry is the controlling  stockholder of Golden WinWin  Cambodia,
inc. Golden WinWin and our subsidiary  WinWIn,  Inc. are parties to a Management
Services  Agreement,  dated May 12, 2003. See "ITEM 1. DESCRIPTION OF BUSINESS -
Summary of Current  and Planned  Operations  -  Cambodia"  for more  information
regarding this agreement.

      Effective  October  18,  2002,  we  exercised  our  right  to  return  our
non-performing  debt portfolio to a former greater than 10% stockholder,  and we
then  cancelled  all of the shares of our Series C  Preferred  Stock  previously
issued to purchase such portfolio.

      In December  2002, we  transferred  all of our capital stock of Junum.com,
Inc., our former principal operating subsidiary,  to A.J. Marketing Group, Inc.,
a company owned by Larry Reed, then our director,  Chief  Executive  Officer and
Secretary,  in exchange for unpaid  advertising and marketing fees owed to A. J.
Marketing  Group,  Inc. At the time of the  transaction,  we were  essentially a
corporate shell because  substantially all of its assets were foreclosed upon by
a lender during September 2002.

      During  the  2003  fiscal  year,  we paid a law firm  and  another  entity
affiliated  with Peter Pang, our director,  Executive Vice President and General
Counsel, fees in the aggregate amount of $60,618.

      On April 1, 2004, Arthur Petrie, one of our directors, forgave $176,614 of
principal and accrued  interest under a debenture in exchange for 353,228 shares
of our common stock and  three-year  warrants to purchase  353,228 shares of our
common stock at an exercise  price equal to $0.50 per share.  In order to induce
Mr. Petrie to convert the debenture immediately, we permitted him to convert the
debenture  at a rate of $0.50,  instead  of the  $0.765  price  that  would have
otherwise  been  applicable  to the  conversion  and we granted  Mr.  Petrie the
aforementioned warrants.

                                       27
<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

FORM 8-K REPORTS

      A Form 8-K report was filed by us on December 15, 2003,  disclosing  under
Item 5 of that form, the  appointment of new directors and the adoption by us of
amended and restated bylaws.




                                       28
<PAGE>

Exhibits - Index to Exhibits

Exhibit No Description

           *31    Certificate of Incorporation of the Company filed December 30,
                  1999, is incorporated  herein by referenced from the Company's
                  (SEC File No.  33-57998-D)  Form SB-2  registration  statement
                  filed April 29, 1993, Item 27(a).

           *3.2   Amended and  Restated  Bylaws of the Company are  incorporated
                  herein by reference to the  Company's  Current  Report on Form
                  8-K, dated December 15, 2003, Exhibit 3.1.

           *3.3   Certificate of Amendment of Certificate  of  Incorporation  of
                  the  Company  is  incorporated  herein by  reference  from the
                  Company's  (SEC File No.  33-57998-D)  Form SB-2  registration
                  statement filed April 29, 1993, Item 27.

           *3.4   Amendment to  Certificate of  Incorporation  filed February 2,
                  1995, is  incorporated  herein by reference from the Company's
                  (SEC File No.  0-21566) Form 10-KSB annual report for the year
                  ended December 31,1994, Item 6, Exhibit 3.01.

           *3.5   Certificate   of   Designation,    Preferences,   Rights   and
                  Limitations of 12% Convertible  Preferred Stock of the Company
                  filed  January 25, 1993, is  incorporated  herein by reference
                  from the  Company's  (SEC File No.  0-21566)  annual report on
                  Form 10-K for the year  ended  June 30,  1996,  Part IV,  Item
                  14(c), Exhibit 4.06.

           *3.6   Certificate of Designation,  Number,  Preferences,  Rights and
                  Limitations of its Series B Convertible Preferred Stock of the
                  Company filed January 25, 1993.

           *3.7   Certificate of Designation,  Powers,  Preferences,  Rights and
                  Limitations of its Series C Convertible Preferred Stock of the
                  Company filed January 25, 1993.

           *3.8   Certificate of Amendment of Certificate  of  Incorporation  of
                  the  Company  filed  June 26,  1996,  is  incorporated  hereby
                  reference  from the Company's  (SEC File No.  0-21566)  annual
                  report on Form 10- KSB for the year ended June 30, 1996,  Part
                  IV, Item 14(c), Exhibit 4.06.

           *3.9   Certificate of Amendment of Certificate  of  Incorporation  of
                  October  3,  2000,  is  incorporated  hereby by  reference  to
                  Exhibit  4.07 to the Form 10-KSB of the  Company  (Eurbid.com)
                  for its fiscal year ended June 30, 2000.

           *3.10  Certificate of Amendment of Certificate  of  Incorporation  of
                  December 31, 2002 is incorporated  hereby reference to Exhibit
                  1 to the Form 8-K current  report of the Company for  December
                  31, 2002.

           *10.15 Employment  Agreement between Junum and David B. Coulter dated
                  November  15, 1999 is  incorporated  by  reference  to Exhibit
                  10.26 to the  Company's  Form  10-KSB  annual  report  for its
                  fiscal year ended December 31, 2001.

           *10.16 Stock Exchange  Agreement  dated December 31, 2002,  regarding
                  the acquisition of WinWin, Inc. by the Company is incorporated
                  by reference to Exhibit 10.1 to the Form 8-K current report of
                  the Company for December 31, 2002.



                                       29
<PAGE>

           *10.17 Debenture of  $5,000,000  issued by the Company  regarding the
                  acquisition  of WinWin,  Inc.  dated  December  31,  2002,  is
                  incorporated  by  reference  to  Exhibit  10.2 to the Form 8-K
                  current report of the Company for December 31, 2002.

           *10.18 Security  Agreement  dated  December  31, 2002  regarding  the
                  debenture issued in connection with the acquisition of WinWin,
                  Inc. is  incorporated by reference to Exhibit 10.3 to the Form
                  8- K current report of the Company for December 31, 2002.

           *10.19 Amended and Restated Stock Exchange  Agreement dated March 31,
                  2003, is incorporated by reference to Exhibit 10.1 to the Form
                  8-K current report of the Company dated March 31, 2003.

           *10.20 Amended and Restated Senior Secured  Debenture dated March 31,
                  2003, is incorporated by reference to Exhibit 10.2 to the Form
                  8-K current report of the Company dated March 31, 2003.

           *10.21 Amended and Restated Senior Secured  Security  Agreement dated
                  March 31, 2003, is  incorporated  by reference to Exhibit 10.3
                  to the Form 8-K current  report of the Company dated March 31,
                  2003.

           *10.22 Subordinated  Secured  Debenture  dated  March  31,  2003,  is
                  incorporated  by  reference  to  Exhibit  10.4 to the Form 8-K
                  current report of the Company dated March 31, 2003.

           *10.23 Subordinated  Security  Agreement  dated  March 31,  2003,  is
                  incorporated  by  reference  to  Exhibit  10.5 to the Form 8-K
                  current report of the Company dated March 31, 2003.

           *10.24 Form of Warrant issued in connection with settlement agreement
                  is  incorporated  by  reference  to  Exhibit  4 to the  10-QSB
                  quarterly   report  of  the  Company  for  the  quarter  ended
                  September 30, 2003.

           *10.25 Agreement,  dated October 8, 2003,  between  WinWIn,  Inc. and
                  Sande Stewart Television, Inc. is incorporated by reference to
                  Exhibit 10 to the 10-QSB  quarterly  report of the Company for
                  the quarter ended September 30, 2003.

           *10.26 Cooperation  Agreement,   dated  December  15,  2003,  between
                  WinWin  Consulting  (Shanghai)  Co. Ltd. and Shanghai  Welfare
                  Lottery Issuing Center is incorporated by reference to Exhibit
                  10.1 to the Form 8-K current  report of the  Company  filed on
                  January 2, 2004.

           *10.27 TV Cooperation  Agreement,  dated  December 15, 2003,  between
                  WinWin  Consulting  (Shanghai)  Co. Ltd. and Shanghai  Welfare
                  Lottery Issuing Center is incorporated by reference to Exhibit
                  10.2 to the Form 8-K current  report of the  Company  filed on
                  January 2, 2004.

           10.28  Form of Subscription Agreement used for private placements

           10.29  Form of Warrant used for private placements

           10.30  WinWin Gaming Inc. 2003 Stock Plan

           10.31  Form of WinWin Gaming Inc. Stock Option  Agreement  under 2003
                  Stock Plan

                                       30
<PAGE>

           10.32  Form of WinWin Gaming Inc.  Restricted  Stock Grant  Agreement
                  under 2003 Stock Plan

           11.    Statement re:  computation of per share earnings  reference is
                  made  to the  Consolidated  Statements  of  Operations  of the
                  Consolidated  Financial  Statements  of the Company  which are
                  incorporated herein by reference.

           14     Code of Ethics

           21.    A description of the subsidiaries of the Company

           31     Rule 13a-14(a)/15d-14(a) Certifications

           32     Section 1350 Certifications

----------------------------------------
*     Incorporated by reference as indicated

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

      The aggregate  fees billed for each of the fiscal year ended  December 31,
2003 and 2002 for professional services rendered by the principal accountant for
the  audit of our  annual  financial  statements  and  review  of the  financial
statements included in our Form 10-QSB or services that are normally provided by
the  accountant  in  connection   with  statutory  and  regulatory   filings  or
engagements for those fiscal years were $50,000 and $12,000, respectively.

AUDIT RELATED FEES

      The aggregate  fees billed in the fiscal year ended  December 31, 2003 and
2002 for assurance and related  services by the  principal  accountant  that are
reasonably related to the performance of the audit or review of the registrant's
financial  statements and are not reported under the paragraph  captioned "Audit
Fees" above are $0 and $0, respectively.

TAX FEES

      The aggregate  fees billed in the fiscal years ended December 31, 2003 and
2002 for  professional  services  rendered by the principal  accountant  for tax
compliance, tax advice and tax planning were $0 and $0, respectively.

ALL OTHER FEES

      The aggregate  fees billed in the fiscal years ended December 31, 2002 and
2001 for products and services provided by the principal accountant,  other than
the services  reported above under other captions of this Item 14 are $0 and $0,
respectively.

PRE-APPROVAL POLICIES AND PROCEDURES

      On  February  12,  2004 our  board of  directors  adopted  resolutions  in
accordance  with the  Sarbanes-Oxley  Act of 2002 requiring  pre-approval of all
auditing  services and all audit  related,  tax or other services not prohibited
under Section  10A(g) of the  Securities  Exchange Act of 1934, as amended to be
performed  for us by  our  independent  auditors,  subject  to  the  de  minimus
exception  described  in  Section   10A(i)(1)(B)  of  the  Exchange  Act.  These
resolutions  authorized  our  independent  auditor  to  perform  audit  services
required in connection  with the annual audit  relating to the fiscal year ended


                                       31
<PAGE>

December 31, 2003 and the quarterly  reviews for the subsequent  fiscal quarters
of 2004  through the review for the quarter  ended  September  30, 2004 at which
time additional pre-approvals for any additional services to be performed by our
auditor would be sought from the Board.  Our board of directors  also  appointed
and  authorized   Dwight  V.  Call  to  grant   pre-approvals  of  other  audit,
audit-related,  tax and other services  requiring board approval to be performed
for us by our  independent  auditor,  provided that the designee,  following any
such pre-approvals, thereafter reports the pre-approvals of such services at the
next following regular meeting of the Board.

      The percentage of audit-related, tax and other services that were approved
by the board of directors is zero (-0-).






<PAGE>


                                   SIGNATURES

In accordance  with section 13 or 15(d) of the Securities  Exchange Act of 1934,
the  Registrant  caused this Report on Form 10-KSB to be signed on its behalf by
the undersigned, thereto duly authorized individual.

Date: April 13, 2004

                              WinWin Gaming, Inc.


                              By:       /s/ Patrick O. Rogers
                                 ---------------------------------------------
                                    Patrick O. Rogers
                                    Chairman, Chief Executive Officer and
                                    President

In accordance  with the  Securities  Exchange Act of 1934,  this report has been
signed below by the  following  persons on behalf of the  Registrant  and in the
capacities and on the dates indicated.


         Signature                    Title                          Date
         ---------                    -----                          ----


   /s/ Patrick O. Rogers    Chairman, CEO and President         April 13, 2004
--------------------------
     Patrick O. Rogers


   /s/ Monica Soares        Acting Treasurer and Secretary      April 13, 2004
--------------------------
     Monica Soares


                            Director and Founder                April 13, 2004
--------------------------
     Benjamin Perry


   /s/ Arthur Petrie        Director                            April 13, 2004
--------------------------
     Arthur Petrie


                            Director                            April 13, 2004
--------------------------
      Dwight V. Call

                            Executive Vice President,
   /s/ Peter Pang           General Counsel and Director        April 13, 2004
--------------------------
     Peter Pang



<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)





                 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS


                                                                  Page
                                                                  ----


      INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS              F-1

      INDEPENDENT AUDITORS' REPORT -  CURRENT AUDITOR             F-2

      INDEPENDENT AUDITORS' REPORT - PREDECESSOR AUDITOR          F-3

      CONSOLIDATED FINANCIAL STATEMENTS:
            BALANCE SHEET                                         F-4

            STATEMENTS OF OPERATIONS                              F-5

            STATEMENTS OF CHANGES IN STOCKHOLDERS'
                  DEFICIENCY                                      F-6

            STATEMENTS OF CASH FLOWS                              F-7

      NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS              F-8 - F-29



                                      F-1
<PAGE>



      Board of Directors
      Win Win Gaming, Inc.
      (Formerly Junum Incorporated)
      Las Vegas, NV

                          INDEPENDENT AUDITORS' REPORTS
                          -----------------------------

We have audited the accompanying  consolidated  balance sheet of Win Win Gaming,
Inc.  (formerly  Junum  Incorporated),  and  subsidiaries  (a development  stage
company) as of December 31, 2003,  and the related  consolidated  statements  of
operations,  stockholders' deficiency and cash flows for the year then ended and
from May 10, 2002 (Inception) to December 31, 2003. These consolidated financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Win Win Gaming, Inc.
(formerly Junum  Incorporated) and subsidiaries (a development stage company) as
of December 31, 2003,  and the results of their  operations and their cash flows
for the year ended and from May 10, 2002  (Inception)  to December 31, 2003,  in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. Also, as described in notes 2
and 7, the  accompanying  consolidated  financial  statements  can be materially
affected by significant estimates,  specifically those estimates which represent
management's  expectations  pertaining  to certain  liabilities  that existed in
Junum Incorporated  ("predecessor company") prior to March 31, 2003, the date of
the reverse  acquisition.  The ultimate disposition of these liabilities and the
preacquisition  contingent liabilities of the predecessor company could prove to
be  significantly  more or less  than  the  amounts  shown  in the  accompanying
consolidated  balance  sheet.  Also, as discussed in note 2 to the  consolidated
financial  statements,  the Company has no established source of revenue,  has a
working capital deficit and has suffered  recurring losses from operations.  Its
difficulty  in  generating  sufficient  cash  flow from  operations  to meet its
obligations and sustain its operations, and management's estimates regarding the
amount of pre-existing liabilities of the predecessor company raises substantial
doubt  about its  ability  to  continue  as a going  concern.  The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of these uncertainties.

/s/ Livingston Wachtell & Co., LLP
New York, New York
April 1, 2004

                                      F-2
<PAGE>



                                      Smith
                                        &
                                     Company

           A Professional Corporation of Certified Public Accountants


                          INDEPENDENT AUDITOR'S REPORT


Board of Directors
WinWin Gaming, Inc.

We have audited the  accompanying  consolidated  balance sheet of WinWin Gaming,
Inc. (a Delaware  development stage corporation) and subsidiaries as of December
31, 2002,  and the related  consolidated  statements of  operations,  changes in
stockholders'  equity,  and cash flows for the years ended December 31, 2002 and
2001.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of WinWin Gaming, Inc.
and  subsidiaries as of December 31, 2002, and the results of their  operations,
changes  in  stockholders'  equity,  and their  cash  flows for the years  ended
December 31, 2002 and 2001, in conformity with accounting  principles  generally
accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 8 to the
consolidated  financial  statements,  the Company has cash flow constraints,  an
accumulated  deficit,  and  suffered  recurring  losses from  operations.  These
factors,  among others,  raise  substantial doubt about the Company's ability to
continue as a going concern.  Management' s plans in regard to these matters are
also described in Note 8. The consolidated  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.


CERTIFIED PUBLIC ACCOUNTANTS

Salt Lake City, Utah
April 11, 2003






                                      F-3
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2003

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

                                     Assets
                                     ------
Current assets:
   Cash and cash equivalents                                     $    350,334
   Prepaid expenses                                                     1,684
   Lottery ticket supplies                                             29,232
                                                                 ------------
        Total current assets                                          381,250

Property and equipment                                                 33,115
                                                                 ------------

        Total assets                                             $    414,365
                                                                 ============

               Liabilities & Stockholders' Deficiency
               --------------------------------------
Current liabilities:
   Accounts payable                                              $    132,542
   Accrued liabilities                                                629,889
   Accrued interest - debentures and note payable                     421,186
   Officers compensation payable                                      200,000
   Convertible debentures payable                                     375,000
   Note payable                                                        40,000
                                                                 ------------
        Total current liabilities                                   1,798,617

Convertible debentures payable                                      5,214,114
                                                                 ------------

        Total liabilities                                           7,012,731
                                                                 ------------
Commitments and contingencies - notes 2 and 10

Stockholders' deficiency:
   Preferred  stock,  issuable  in  series,  $.01  par
     value, 10,000,000 authorized shares
     Series A convertible voting preferred stock,
        $.01 par value, 25,000 shares authorized;
        None issued and outstanding                                     -
     Series B convertible non-voting preferred stock,
        $.01 par value, 25,000 shares authorized;
        None issued and outstanding                                     -
     Series C convertible non-voting preferred stock,
        $.01 par value, 25,000 shares authorized;
        None issued and outstanding                                     -
  Common stock, $0.01 par value,
     50,000,000 authorized shares;
     29,896,123 issued and outstanding                                298,961
  Additional paid-in capital                                        2,757,383
  Accumulated deficit from operations                              (4,650,110)
  Other capital deficit account                                    (5,000,000)
                                                                 -------------
        Stockholders' deficiency before stock subscription         (6,593,766)
           receivable
        Stock subscription receivable                                  (4,600)
                                                                 ------------

        Total stockholders' deficiency                             (6,598,366)
                                                                 ------------

        Total liabilities and stockholders' deficiency           $    414,365
                                                                 ============

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

                                      F-4
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                              (Restated)       Cumulative
                                            For the Period   Amounts Since
                                           From May 10, 2002  May 10, 2002
                              Year Ended     (Inception) to  (Inception) to
                             December 31,     December 31,    December 31,
                                 2003             2002            2003
                                 ----             ----            ----

Revenues                      $    7,415      $    -            $    7,415


Selling, general and
    administrative expenses    1,514,648       1,623,965         3,138,613
                              ----------      ----------        ----------

      Operating loss          (1,507,233)     (1,623,965)       (3,131,198)

  Other income (expenses)
    Reorganization expense    (1,059,372)          -            (1,059,372)
    Interest expense            (449,737)         (9,803)         (459,540)
                              ----------      ----------        ----------

      Net loss                $(3,016,342)    $(1,633,768)      $(4,650,110)
                              ============    ============      ===========


Basic and diluted net loss
   per share                  $      (.13)    $      (.09)
                              ===========     ===========

Weighted average number of
   common shares outstanding   23,749,482     18,000,000
                              ===========     ==========

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

                                      F-5
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY

                 FROM INCEPTON MAY 10, 2002 TO DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                         WINWIN GAMING. INC.                                   OTHER
                                             COMMON STOCK          ADDITIONAL  ACCUMULATED     CAPITAL
                                         --------------------       PAID-IN   DEFICIT FROM     DEFICIT   SUBSCRIPTION
                                         SHARES        AMOUNT       CAPITAL    OPERATIONS      ACCOUNT   RECEIVABLE        TOTAL
                                         ------        ------       -------    ----------      -------   ----------        -----
<S>                                      <C>           <C>        <C>         <C>            <C>          <C>           <C>
Balance at May 10,  2002, inception          -         $  -       $     -     $    -         $   -        $     -       $    -
   Stock issued for cash                 18,000,000      1,000          -          -             -              -             1,000
   Net loss for the period                   -            -             -        (482,268)       -              -          (482,268)
                                         ---------     -------    ----------  -----------    -----------  -----------   -----------
Balance at December 31, 2002
   - original                            18,000,000      1,000          -        (482,268)       -              -          (481,268)

   Restatement warrants issued to
       Consultants                           -            -        1,151,500   (1,151,500)       -              -            -
                                         ---------     -------    ----------  -----------    -----------  -----------   -----------
Balance at December 31, 2002,
   restated*                             18,000,000      1,000     1,151,500   (1,633,768)       -              -          (481,268)

   Debenture issued to stockholders          -            -             -          -          (5,000,000)       -        (5,000,000)
   Recapitalization as a result of
       reverse merger**                  5,225,107     231,251      (231,251)      -                            -            -
   Stock issued for cash                 1,353,263      13,532       878,871       -             -              -           892,403
   Stock subscription                        7,667        77           4,523       -             -             (4,600)       -
   Conversion of  debt to equity         1,087,000      10,870       364,130       -             -             -            375,000
   Conversion if accrued interest
      to equity                             76,092         761        37,285       -             -              -            38,046
   Stock issued for services                79,347         793       123,302       -             -              -           124,095
   Warrants issued for services              -            -          457,200       -             -              -           457,200
   Exercise of warrants                     25,000         250        12,250       -             -              -            12,500
   Cashless exercise of  warrants
       for stock                         4,042,647   40,427          (40,427)      -             -              -             -
   Net loss                                  -            -             -      (3,016,342)       -              -        (3,016,342)
                                         ---------     -------    ----------  -----------    -----------  -----------   -----------


BALANCE AT DECEMBER 31, 2003             29,896,123  $ 298,961  $  2,757,383  $(4,650,110)  $ (5,000,000)   $  (4,600)  $(6,598,366)
                                         ==========  =========  ============  ===========   ============    =========   ===========
</TABLE>

*     Balance of  accumulated  deficit  from  operations  at December 31, 2002 -
      restated  amount of $1,633,768  consists of the original  reported loss of
      $482,268  and  the  effect  of the  restatement  for  warrants  issued  to
      consultants for services in 2002 for $1,151,500.
**    See note 1 regarding recapitalization of Win Win, Inc.

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

                                      F-6
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                             (Restated)
                                                Year       For the Period   Cumulative Amounts
                                                Ended     From May 10, 2002 Since May 10, 2002
                                            December 31,   (Inception) to     (Inception) to
                                                2003      December 31, 2002 December 31, 2003
                                                ----      ----------------- -----------------
Cash flows from operating activities:
<S>                                           <C>           <C>               <C>
   Net loss                                   $(3,016,342)  $ (1,633,768)     $(4,650,110)
Adjustments to reconcile net loss to cash
  provided by (used in) operating
activities:
    Depreciation                                   4,704             -              4,704
    Reorganization expense                     1,059,372             -          1,059,372
    Warrants issued for services                 457,200       1,151,500        1,608,700
    Stock issued for services                    124,095             -            124,095
 Changes in operating assets and liabilities:
    Accounts receivable                            3,791          (6,475)          (2,684)
    Ticket supplies                              (29,232)            -            (29,232)
    Accounts payable                             (27,064)         34,137            7,073
    Accrued liabilities                         (139,014)          9,632         (129,382)
    Accrued interest                             449,600             -            449,600
                                              ----------    ---------------   -----------
Net cash used in operating activities         (1,112,890)       (444,974)      (1,557,864)
                                              ----------    ---------------   -----------
Cash flows from investing activities:
    Purchase of equipment                        (31,793)         (6,026)         (37,819)
                                              ----------    ---------------   -----------
    Net cash used in investing activities        (31,793)         (6,026)         (37,819)
                                              ----------    ---------------   -----------

Cash flows from financing activities:
   Proceeds from borrowings                      375,000         450,000          825,000
   Debentures issued                             214,114             -            214,114
   Stock issued for cash                         892,403           1,000          893,403
   Proceeds  from  the  exercise  of  stock       12,500             -             12,500
   warrants
   Proceeds from stock subscription receivabe      1,000             -              1,000
                                              ----------    ---------------   -----------
   Net  cash provided by financing activities  1,495,017         451,000        1,946,017
                                              ----------    -------------     -----------

Increase in cash and cash equivalents            350,334             -            350,334

Cash and cash equivalents - beginning of year      -                 -              -
                                              ----------    -------------     -----------

Cash and cash equivalents - end of year       $  350,334    $        -        $   350,334
                                              ==========    =============     ===========
Supplemental disclosures of noncash
     investing and financing activities:
        Conversion of the debt to equity      $  413,046    $        -        $   413,046
                                              ==========    =============     ===========
        Cashless exercise of warrants for     $   40,427    $        -        $    40,427
           stock                              ==========    =============     ===========
        Stock subscription receivable         $    4,600    $        -        $     4,600
                                              ==========    =============     ===========
</TABLE>

See notes 1 and 7 regarding stock  transactions and the share exchange agreement
and the debentures.  No cash was paid for interest and income taxes for the year
ended  December  31, 2003 and for the period from May 10,  2002  (inception)  to
December 31, 2002.


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

                                      F-7
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1.    ORGANIZATION, NATURE OF OPERATIONS AND BUSINESS ACQUISITION

      WINWIN GAMING, INC.

      WinWin  Gaming,  Inc.  (the  "Company") a Delaware  corporation,  formerly
      called  Junum  Incorporated  ("Junum"),   Eurbid.com,   Inc.,  LS  Capital
      Corporation and Lone Star Casino Corporation, was incorporated on December
      30, 1992. The Company,  while operating under the name Junum Incorporated,
      was  a  technology-based   financial  services  company   specializing  in
      providing  credit  management and related  services to consumers and small
      business.  On December 31, 2002,  the Company  amended its  certificate of
      incorporation to change its name from Junum to WinWin Gaming, Inc.

      In September 2002, the Company  discontinued all of its financial  service
      operations.  Due to a default by the Company on outstanding senior secured
      debt, the holder of the debt  foreclosed on its collateral and the Company
      was required to transfer all of its operating  assets to the holder of the
      senior secured debt. The Company, after the transfer of all its assets and
      the discontinuance of operations, was then seeking new entities to acquire
      or with which to merge.

      WINWIN, INC.

      WinWin,  Inc., a Nevada  corporation,  (the  "Operating  Subsidiary")  was
      incorporated  May 10,  2002.  The  Operating  Subsidiary  is a lottery and
      gaming  company with  international  operations.  In 2002,  the  Operating
      Subsidiary  acquired  from its  principal  stockholders  various  types of
      licenses from several countries to develop,  operate and market lotteries,
      land-based  casinos and internet  lottery and gaming sites.  The Operating
      Subsidiary  offers  a  complete   "turn-key"  service  providing  funding,
      equipment,  training,  management,  and  marketing  for lottery and gaming
      operations worldwide.

      WINWIN ACQUISITION CORP.

      WinWin   Acquisition   Corp.,  a  Nevada   corporation,   (the  "Operating
      Subsidiary")  was  incorporated on December 31, 2002.  Pursuant to a stock
      exchange agreement,  Acquisition Corp. became a wholly-owned subsidiary of
      the  Company  by  exchanging  100% of its  outstanding  common  stock  for
      18,522,853  shares of the Company's  common stock.  This  transaction  was
      effected  to  facilitate   the   acquisition  of  100%  of  the  Operating
      Subsidiary.


                                      F-8
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1.    ORGANIZATION, NATURE OF OPERATIONS AND BUSINESS ACQUISITION (Continued)

      ACQUISITION  OF THE  OPERATING  SUBSIDIARY;  THE  SHARE  EXCHANGES  AND $5
      MILLION DEBENTURE

      On March 31, 2003 (the  "Acquisition  Date") the  Company and  Acquisition
      Corp.   entered  into  a  stock  exchange  agreement  with  the  Operating
      Subsidiary.  Pursuant  to the  stock  exchange  agreement,  the  Operating
      Subsidiary  became a wholly-owned  subsidiary of Acquisition  Corp. and an
      indirect  wholly-owned  subsidiary  of the Company.  The  acquisition  was
      effected  under the stock  exchange  agreement  when the  stockholders  of
      Operating  Subsidiary  exchanged all of the  outstanding  capital stock of
      Operating  Subsidiary for 18,522,853  shares of the Company's common stock
      that was then held by Acquisition Corp. The Company's  existing  preferred
      stockholders  converted  1,350,000 shares of preferred stock for 5,200,000
      shares of common stock on the Acquisition  Date.  There were 25,107 shares
      of the Company's common stock  outstanding and held by other  stockholders
      on the Acquisition Date.

      Since,  the Company had no significant  activities at the Acquisition Date
      and the former  stockholders of the Operating  Subsidiary owned a majority
      of the issued and outstanding  shares of common stock of the Company after
      the acquisition,  this transaction was accounted for as a recapitalization
      of the Operating Subsidiary, whereby the Operating Subsidiary is deemed to
      be the  accounting  acquirer and has adopted the capital  structure of the
      Company.

      In addition to receiving  18,522,853  shares of the Company's common stock
      in  connection  with  the  acquisition,  the  former  stockholders  of the
      Operating  Subsidiary also received a $5 million senior secured  debenture
      (the  "Debenture").  The Debenture is due on December 31, 2007,  and bears
      interest at 10% per annum.  The Debenture is convertible into Common Stock
      at the rate of 100% of the average  closing price of the Company's  common
      stock for the 20 trading days prior to the conversion,  but in no event to
      exceed 100,000 shares.  A holder of the Debenture must give the Company at
      least 90 days prior notice of  conversion.  The due date of the  Debenture
      may be accelerated upon an Event of Default.

      On March 19, 2004,  the Debenture was converted into 100,000 shares of the
      Company's common stock (refer to note 12 for proforma information).


                                      F-7
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1.    ORGANIZATION, NATURE OF OPERATIONS AND BUSINESS ACQUISITION
       (Continued)

      ACQUISITION  OF THE  OPERATING  SUBSIDIARY;  THE  SHARE  EXCHANGES  AND $5
      MILLION DEBENTURE (Continued)

      The  equity  reduction  resulting  from  the  issuance  of the $5  million
      Debenture  liability incurred to the former  stockholders of the Operating
      Subsidiary  that was the result of the  acquisition,  is being reported in
      the  stockholders'  deficiency  section of the  balance  sheet,  under the
      caption "Other capital deficit account".

      The shareholders of the Operating Subsidiary  required,  as a condition to
      negotiating the acquisition  transaction  with the Company and Acquisition
      Corp.,  that the Company convert all the outstanding  preferred stock into
      common  stock.  The prior stock value  reported on the  Company's  balance
      sheet at December 31, 2002  represented  the  estimated  fair value of the
      consulting services provided by certain consultants to the Company.  These
      shares were issued on December 31, 2000, in  connection  with a consulting
      agreement signed on November 15, 2000.  Accordingly,  as of April 1, 2003,
      the  Company  reached  an  agreement  with  the  holders  of its  Series B
      Preferred Stock pursuant to which the holders  exchanged  1,350,000 shares
      of Series B Preferred Stock for 5,200,000  shares of the Company's  common
      stock, valued by management at approximately $0.25 per share, and warrants
      to purchase  4,200,000  shares of common  stock  exercisable  at $0.25 per
      share.  The original terms of these  warrants were modified  pursuant to a
      settlement  agreement,  dated  October  15,  2003,  (refer to note 4). The
      number of warrants is reduced to 4,000,000 with an exercise price of $0.25
      per share.  The  expiration  date of the  warrants is June 1, 2007 and the
      warrants  do  not  become   exercisable   until  certain   indemnification
      obligations  specified in the  indemnification  and  settlement  agreement
      (refer to note 4) have been satisfied.

      The  assets  and  liabilities  of the  Company  were  deemed  to have been
      acquired  by  the  Operating  Subsidiary  on  the  Acquisition  Date.  All
      financial information included in this report on Form 10-KSB that is as of
      a time prior to the Acquisition  Date is the financial  information of the
      Operating  Subsidiary  on  a  stand  alone  basis,  as  if  the  Operating
      Subsidiary  had been the  registrant  required  to file this  report.  The
      financial  information  from and after the Acquisition Date is that of the
      Company,  the  Operating  Subsidiary,  Acquisition  Corp.,  and all  other
      subsidiaries on a consolidated basis.


                                      F-10
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


1.    ORGANIZATION, NATURE OF OPERATIONS AND BUSINESS ACQUISITION (Continued)

      ACQUISITION  OF THE  OPERATING  SUBSIDIARY;  THE  SHARE  EXCHANGES  AND $5
      MILLION DEBENTURE (Continued)

      A summary of assets and liabilities  that, for accounting  purposes,  were
      deemed to have been acquired by the Operating Subsidiary from the Company,
      as determined by management at its estimated fair market value,  as of the
      Acquisition Date and after the  indemnification  and settlement  agreement
      (refer to note 4) and other adjustments, (refer to note 2) was as follows:

                Total assets                    $     -
                Total liabilities                1,059,372
                                                ----------

                Liabilities in excess of assets
                  deemed acquired from the
                  Company                       $1,059,372
                                                ==========


      Due to the recapitalization of the Operating Subsidiary,  all reference to
      shares of the  Operating  Subsidiary's  common stock have been restated to
      reflect the  equivalent  number of shares of the  Company's  common  stock
      outstanding  at the  Acquisition  Date. In other words,  the shares of the
      Operating  Subsidiary's  outstanding  common  stock at March 31, 2003 were
      restated as 18,522,853 shares outstanding of the Company,  as shown on the
      statement of stockholders'  deficiency,  "recapitalization  as a result of
      the reverse merger" at March 31, 2003.


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

      The  consolidated   financial  statements  include  the  accounts  of  the
      Operating  Subsidiary  and its subsidiary  Lucky Win Win Cambodia,  Inc. ,
      prior to the  Acquisition  Date and the Company  and all its  subsidiaries
      after the Acquisition  Date. The subsidiaries of Junum  Incorporated  were
      inactive  and  their  corporate  charters  revoked  by the  states.  These
      subsidiaries,  reported by  management  as having  minimal or no assets or
      liabilities,  are Next  Tech,  Inc.,  Voleran,  Inc.,  Junum  Intellectual
      Property  Holding  Company,  Inc.  Junum  Financial  Services,  Inc. Junum
      Company,  Inc. and Junum Europe, Ltd. All material  intercompany  accounts
      and transactions have been eliminated in consolidation.


                                      F-11
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION (Continued)

      The Operating  Subsidiary formed a new subsidiary on March 17, 2003 called
      Lucky  Win Win  Cambodia,  Inc.  (the  "Cambodian  Subsidiary")  and began
      lottery operations in Cambodia on May 15, 2003. The Company entered into a
      Management  Services  Agreement,  dated May 12, 2003,  with Golden Win Win
      Cambodia,   Inc.  ("Golden  WinWin"),  a  Company  owned  and  exclusively
      controlled by a director (the  "director")  of the Company.  Golden WinWin
      and the director hold a renewable and non-transferable  license granted by
      the Kingdom of Cambodia to conduct  lotteries and lotto in Cambodia for an
      initial term of three years, expiring in August 2005.

      All  of the  Company's  revenues  in  2003  were  derived  from  Cambodian
      lotteries.  The income from these  operations  is subject to  governmental
      regulation  and  reports,  and to  payments  to the  National  Treasury of
      Cambodia.

      GOING CONCERN, CAPITAL RESOURCES AND BUSINESS RISKS ISSUES

      The Company's  future  operations are subject to all of the risks inherent
      in the establishment of a new business  enterprise.  At December 31, 2003,
      current liabilities exceeded current assets by $1,417,367.

      The financial  statements have been prepared on the basis that the Company
      will continue as a going concern,  which  contemplates the realization and
      satisfaction  of pre  existing  liabilities  of the  Company  prior to the
      Acquisition  Date and existing  liabilities  and commitments in the normal
      course of business after the  Acquisition  Date. At December 31, 2003, the
      Company had an accumulated  deficit of $4,650,110 and total  stockholders'
      deficiency  of  $3,016,342.  The  Company  also  realized  a net  loss  of
      $2,497,008 and $1,633,768 for the years ended December 31, 2003 and period
      ended 2002, respectively.

      Operations  to date  have  been  primarily  financed  by debt  and  equity
      transactions.  As a  result,  future  operations  are  dependent  upon the
      identification  and successful  completion of permanent equity  financing,
      the continued  support of present and future  stockholders and ultimately,
      the  achievement  of  profitable  operations.  Additionally,  even  if the
      Company  continues to raise operating  capital,  there can be no assurance
      that the net  proceeds  will be  sufficient  to enable it to  develop  its
      business  to a level where it will  generate  profits  and  positive  cash
      flows. These financial  statements do not include any adjustments  related
      to  recoverability  and  classification  of recorded  asset amounts nor to
      amounts and  classification of liabilities that may be necessary should it
      be unable to continue as a going concern.


                                      F-12
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      GOING CONCERN, CAPITAL RESOURCES AND BUSINESS RISKS ISSUES (Continued)

      The Company has material obligations owed to various investors,  debenture
      holders,  note  holders,   taxing  authorities  and  trade  creditors,   a
      significant number of which are past due or otherwise in default.  Several
      of these parties have filed suit to collect  amounts owed to them. Some of
      the obligations are in dispute or have been  restructured and will need to
      be paid in the future.  No assurance  can be made that the Company will be
      successful in repaying or  restructuring  the  obligations,  resolving the
      disputes or managing any litigation  that ensues.  Failure to successfully
      satisfy or settle one or more of these obligations would materially impact
      the Company's financial condition.

      As of December 31, 2003, a former  subsidiary of Junum,  Junum.com,  Inc.,
      which was  foreclosed in 2002, had  liabilities  that may be the Company's
      responsibility.  These liabilities  include prior year's payroll taxes and
      the related  penalties and interest.  The majority of the past due payroll
      tax amounts may not have been  reported to the  Internal  Revenue  Service
      (IRS) and due to circumstances  beyond the present  management's  control,
      the  Company has been unable to obtain the  necessary  payroll  records to
      determine the amount, if any, of these unpaid  liabilities,  therefore,  a
      range of loss could not be estimated. The Company will seek the assistance
      of the IRS to resolve this matter in 2004,  to determine if the Company is
      liable as a  "Responsible  Party" for any  payroll  taxes that are due for
      prior years, from Junum.com, Inc.'s payroll.

      Other factors that could effect the Company's future operating results and
      cause future results to vary materially from expectations include, but are
      not limited to, lower than anticipated lottery and gaming business derived
      from international  clients,  an inability to attract new clients and grow
      on its own, an inability to control  expenses,  technology  changes in the
      lottery and gaming industry, changes in regulatory requirements, a decline
      in the use of  lotteries  as a  mechanism  for  raising  money for various
      social  welfare  projects in China and other  countries,  a decline in the
      financial  stability  of  the  Company's  clients  and  general  uncertain
      economic conditions overseas,  especially in China.  Negative developments
      in these or other risk factors could have a material adverse effect on the
      Company's future financial position, results of operations, cash flows and
      its ability to continue its operations.


                                      F-13
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      CONTROL BY PRINCIPAL STOCKHOLDERS

      The directors, executive officers and their affiliates or related parties,
      own beneficially and in the aggregate, the majority of the voting power of
      the  outstanding  shares of the common stock of the Company.  Accordingly,
      the  directors,  executive  officers and their  affiliates,  if they voted
      their shares uniformly,  would have the ability to control the approval of
      most corporate actions,  including increasing the authorized capital stock
      of the Company and the dissolution, merger or sale of the Company's assets
      or business.

      USE OF ESTIMATES

      The  preparation of financial  statements,  in conformity  with accounting
      principles  generally  accepted in the United States of America,  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  revenue  and  expenses  during the  reporting  period.  Actual
      results could differ from those estimates.

      SIGNIFICANT ESTIMATES AND PREACQUISITON CONTINGENT LIABILITIES

      Several areas require management's estimates relating to uncertainties for
      which it is reasonably  possible  that there will be a material  change in
      the near term. The more significant  areas requiring the use of management
      estimates  related to valuation  of the  Company's  liabilities  that were
      deemed  acquired by the Operating  Subsidiary  in the reverse  acquisition
      (see below), valuation of payroll tax and other contingent liabilities and
      the valuation of the stock warrants and options issued and outstanding.

      The  Company  retained  all of the  liabilities  that it had  prior to the
      reverse acquisition with the Operating Company,  when the Company operated
      under the name  Junum,  including  those  liabilities  that it incurred in
      connection  with a series of separate  businesses  that it operated  under
      different   management   groups  since  inception  in  December  31,  1992
      (collectively,  these liabilities  relating to the prior operations of the
      Company are referred to as the "Junum  Liabilities").  In accordance  with
      FASB  Statement  No.  141,  Accounting  for  Business  Combinations,  if a
      preacquisition   contingency  can  be  determined,   that   preacquisition
      contingency  is required  to be  accrued.  Management  has  estimated  its
      exposure to the Junum Liabilities at the Acquisition Date. For those trade
      accounts  payable  liabilities  arising  prior to  January  1,  2000  (the
      "Pre-2000 Junum Liabilities") management has determined that such exposure
      is  insignificant   due  to  the  passage  of  the  applicable  statue  of
      limitations  relating  to those  liabilities.  Therefore,  management  has
      written off $253,997 of trade accounts payable, out of a total of $379,466
      Pre-2000 Junum  Liabilities.  The financial  statements also include Junum
      Liabilities  arising on or after January 1, 2000.  These  liabilities have
      not been  written off,  however,  they may be written off in the future as
      the applicable statutes of limitations pass.


                                      F-14
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      SIGNIFICANT   ESTIMATES   AND   PREACQUISITION    CONTINGENT   LIABILITIES
      (Continued)

      The Company  intends to challenge  payment claims for most of the recorded
      liabilities  as well  as any  claims  for  unrecorded  liabilities.  It is
      reasonably  possible  that the  Company  will not  actually  have to pay a
      material  portion of these  recorded  liabilities.  It is also  reasonably
      possible  that the Company  will be required to pay claims for  unrecorded
      liabilities,  from the identified  pre-2001  potential  liabilities,  plus
      liabilities as yet unidentified. Such amounts could be material. The range
      of loss from potential  unrecorded  liabilities  cannot be estimated.  The
      Company has not been presented with any claims from Junum  creditors other
      than some pending legal proceedings (refer to note 9).

      REVENUE RECOGNITION

      The Company  recognizes  revenue when there is  persuasive  evidence of an
      arrangement,  delivery  has  occurred,  the fee is fixed or  determinable,
      collectibility  is  reasonably  assured,  and  there  are  no  substantive
      performance obligations remaining.

      Under some sales  contracts,  the Company  sells,  delivers and installs a
      turnkey online lottery system ("lottery  system") or lottery equipment and
      licenses  the  computer  software  for a  fixed  price,  and  the  lottery
      authority subsequently operates the lottery system.

      Because these contracts include significant customization and modification
      and  other  services  prior to  customer  acceptance  that are  considered
      essential to the lottery software inherent in the lottery systems, revenue
      is  recognized  using  completed  contract  accounting.   Under  completed
      contract accounting, amounts due to the Company, and costs incurred by the
      Company in constructing the lottery system,  prior to customer acceptance,
      are deferred.  Revenue  attributable  to the lottery  system is recognized
      upon  customer  acceptance  as long as  there  are no  substantial  doubts
      regarding collectibility.

      Lottery fee revenues,  including fees from the sale of lottery tickets are
      recognized  in the  period the  tickets  are sold.  Consulting  revenue is
      recognized when the consulting service has been provided.

      CASH AND CASH EQUIVALENTS

      The Company  considers all highly liquid debt  investments with a maturity
      of three months or less as cash equivalents.

                                      F-15
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      ACCOUNTS RECEIVABLE

      Financial  instruments  that  potentially  will  subject  the  Company  to
      concentrations   of  credit  risk  consist  primarily  of  trade  accounts
      receivable. Products and consulting services are all sold to international
      customers.

      ALLOWANCE FOR DOUBTFUL ACCOUNTS

      The Company extends credit to its customers, following an investigation of
      creditworthiness,   on  terms  that  it  establishes  for  each  customer,
      primarily on an unsecured  basis.  The allowance for doubtful  accounts is
      maintained at a level  considered  adequate to provide for possible future
      losses.

      LOTTERY SUPPLIES VALUATION

      Lotteries supplies are stated at the lower of cost or estimated realizable
      value.  Adjustments  to reduce the  inventories  to  estimated  realizable
      value,  including  allowances  for excess and  obsolete  inventories,  are
      determined  quarterly by comparing inventory levels of individual items to
      historical  usage  rates,  and  estimated  future  sales.  Actual  amounts
      realized upon the sale of  inventories  may differ from  estimates used to
      determine  inventory  valuation  allowances due to technology  changes and
      other factors for each particular international welfare lottery.

      EQUIPMENT

      Expenditures  for  maintenance,  repairs  and  betterments,  which  do not
      materially  extend  the normal  useful  life of an asset,  are  charged to
      operations as incurred. Upon sale or other disposition of assets, the cost
      and related accumulated depreciation are removed from the accounts and any
      resulting gain or loss is reflected in income.

      Depreciation and amortization are provided for financial  reporting on the
      accelerated and the straight-line  methods over the estimated useful lives
      of the respective assets as follows:

                                                Estimated
                                                Useful Lives
                                                ------------

             Computer equipment        5 years


                                      F-16
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      LONG-LIVED ASSETS

      The Company  periodically  evaluates  the value of  long-lived  assets for
      potential  impairment.  If an impairment is indicated,  based on estimated
      undiscounted  future cash flows that are less than the  carrying  value of
      the asset,  such impaired  assets are written down to their estimated fair
      value.

      START-UP COSTS

      The Company,  in accordance with the provisions of the American  Institute
      of  Certified  Public  Accountants   Statement  of  Position  (SOP)  98-5,
      "Reporting on the Costs of Start-up Activities", expenses all start-up and
      organizational costs as they are incurred.

      EQUITY BASED COMPENSATION

      The  Company  accounts  for  employee  stock  options in  accordance  with
      Accounting  Principles  Board Opinion No. 25 (APB),  "Accounting for Stock
      Issued  to  Employees."  Under  APB  No.  25  the  Company  recognizes  no
      compensation  expense related to employee stock options, as no options are
      granted at a price below the market  price on the day of grant.  Statement
      of  Financial   Accounting  Standard  (SFAS)  No.  123,   "Accounting  for
      Stock-Based  Compensation,"  prescribes the  recognition  of  compensation
      expense  based on the fair value of options on the grant date,  but allows
      companies to continue applying APB No. 25 if certain pro forma disclosures
      are made assuming hypothetical fair value method application.

      INCOME TAXES

      Income taxes are  accounted  for under the asset and  liability  method in
      accordance  with SFAS No. 109 "Accounting for Income Taxes" . Deferred tax
      assets and  liabilities  are  recognized  for the future tax  consequences
      attributable  to  differences  between the financial  carrying  amounts of
      existing  assets  and  liabilities  and  their  respective  tax  bases and
      operating  loss and tax credit  carry  forwards.  Deferred  tax assets and
      liabilities  are  measured  using  enacted tax rates  expected to apply to
      taxable  income  in the years in which  those  temporary  differences  are
      expected to be recovered or settled. The effect on deferred tax assets and
      liabilities of a change in tax rates is recognized in income in the period
      that includes the enactment date.

      Deferred  tax assets are  reduced by a valuation  allowance  to the extent
      that the  recoverability  of the asset is not considered to be more likely
      than not.

      The Company did not provide any current or deferred  income tax  provision
      or benefit for any periods  presented to date because it has experienced a
      net operating loss since  inception and other than the net operating loss,
      has no other deferred tax assets or liabilities.

                                      F-17
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      FAIR VALUE OF FINANCIAL INSTRUMENTS

      The recorded  amounts of financial  assets and liabilities at December 31,
      2003  approximate  the  fair  value  based  on the  Company's  incremental
      borrowing  rate or due to the  relatively  short  period  of time  between
      origination of the instruments and their expected  realization.  It is not
      practicable to estimate the fair value of Junum liabilities  because these
      liabilities  are  expected  to be paid  over time at some  future  settled
      amount.

      CONCENTRATION OF CREDIT RISK

      Cash in bank  accounts  is at risk to the extent  that it exceeds  Federal
      Deposit  Insurance  Corporation  insured  amounts.  To minimize  risk, the
      Company   places  its  cash  with  high   credit   quality   institutions.
      Substantially all cash is deposited in one prominent U.S. bank.

      LOSS PER SHARE

      The Company  accounts for loss per share under the provisions of Statement
      of Financial  Accounting  Standards (SFAS) No. 128, Loss Per Share,  which
      requires a dual  presentation  of basic and diluted loss per share.  Basic
      loss per share  excludes  dilution  and is  computed  by  dividing  income
      available to common  stockholders by the weighted average number of common
      shares  outstanding  for the  year.  Diluted  loss per  share is  computed
      assuming the conversion of convertible preferred stock and the exercise or
      conversion of common stock equivalent  shares, if dilutive,  consisting of
      unissued shares under options and warrants.

      RECLASSIFICATIONS

      Certain  accounts in the prior years' restated  financial  statements have
      been   reclassified   for   comparative   purposes  to  conform  with  the
      presentation   in  the  current   year's   financial   statements.   These
      reclassifications had no effect on previously reported net loss.


                                      F-18
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


3.    LOSS PER SHARE

      Basic loss per common share  ("LPS") is calculated by dividing net loss by
      the weighted average number of common shares  outstanding during the year.
      Diluted earnings per common share are calculated by adjusting the weighted
      average  outstanding  shares,   assuming  conversion  of  all  potentially
      dilutive  stock  options.  No diluted loss per share amounts are disclosed
      separately because their effect is antidilutive,  due to the loss reported
      by the Company.

      The weighted average number of shares outstanding prior to the Acquisition
      Date has been  computed  using  the  shares  of the  Operating  Subsidiary
      exchanged as of March 31, 2003 plus the outstanding  shares of the Company
      from  the  date  of the  reverse  acquisition.  Common  stock  equivalents
      (warrants) totaling 5,802,953 and 2,337,500 at December 31, 2003 and 2002,
      respectively,  are not included in the diluted loss per share for the year
      ended December 31, 2003 and period ended 2002, as they are anti-dilutive.

      FOREIGN CURRENCY TRANSLATION

      The functional  currency for each foreign  subsidiary in 2003 was the U.S.
      dollar.  Foreign currency translation and transaction gains or losses were
      not material in 2003 and 2002.


4.    INDEMNIFICATION AND SETTLEMENT AGREEMENT

      On October 15, 2003, the Company entered into a  comprehensive  settlement
      ("Indemnification  Agreement")  and mutual  release  agreement with former
      holders of the Company's  warrants,  who received  those warrants upon the
      conversion of preferred  stock that was previously  held by them, and some
      of the Company's  prior  service  providers  (collectively,  the "Settling
      Parties").  In March  2004,  the  4,000,000  shares  held by the  Settling
      Parties were sold in a private  transaction  to an  unrelated  third party
      shareholder,  who also is a holder of a secured subordinated debenture for
      financing up to $2.5  million.  The settling  parties were  released  from
      investing  any of proceeds  from the sale of the 4 million  shares back to
      the Company.

      Pursuant to the  Indemnification  Agreement,  one of the Settling  Parties
      provided  the Company with  indemnification  for up to $768,500 in damages
      from claims  asserted  against the Company by any third party arising from
      any action or  failure  to act or any  circumstance  or fact  existing  or
      arising on or prior to March 31,  2003.  In  October  2003,  the  Settling
      Parties reported to the Company, that it had satisfied its Indemnification
      Agreement by settling outstanding claims totaling $875,503.

      The settlement  agreement also provides for mutual releases of claims that
      each of the parties and their  affiliates  have against the other parties,
      including releases for unknown and contingent claims.

                                      F-19
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


5.    EQUIPMENT

      Equipment at cost at December 31, 2003 consists of:


         Computer software and equipment  $  37,819

         Less: accumulated depreciation      (4,704)

              Total                       $  33,115
                                          =========

      Depreciation expense for the year ended December 31, 2003 and period ended
      2002 was $4,704 and $-0-, respectively.


6.    INCOME TAXES

      The Company accounts for income taxes in accordance with the provisions of
      SFAS No. 109, "Accounting for Income Taxes."

      As of December 31, 2003,  the Company has available  federal net operating
      loss  carryforwards to offset future taxable income of $25,300,000,  which
      includes  $22,400,000 net operating loss  carryforward from Junum prior to
      the Acquisition Date. The federal net operating loss carryforwards  expire
      during the years 2012 through 2023.

      The Company has recorded a full valuation  allowance  against the deferred
      tax assets of  $7,590,000,  including  the federal and state net operating
      loss  carryforwards  as  management  believes  that it is very likely that
      substantially  all of the deferred  tax assets will not be  realized.  The
      change in the valuation  allowance,  based on a 30% effective tax rate, in
      2003 was an increase of approximately $905,000.

      The utilization of the net operating loss will be subject to a substantial
      limitation due to the "Change of ownership  provisions"  under Section 382
      of the Internal Revenue Code and similar state provisions. Such limitation
      will result in the expiration of must of the net operating loss before its
      utilization.

                                      F-20
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


7.    ACCRUED LIABILITIES, NOTES PAYABLE AND SHORT-TERM DEBENTURES PAYABLE

      During  2001 and  2000,  the  Company  issued  to  certain  investors  11%
      convertible  debentures,  due six months after execution of each debenture
      agreement.  Attached to each  debenture  unit of $50,000  are  warrants to
      purchase  33,333 shares of common stock.  The debentures  are  convertible
      upon issuance of registered shares of common stock at $1.50 per share. All
      maturity  dates were  extended  to June 30, 2002 but are now all past due.
      Additional  warrants  may have  been  granted  to  Debenture  holders  for
      extending  the due date.  The  principal  balance  of the 11%  convertible
      debentures outstanding at December 31, 2003 and March 31, 2003 was $25,000
      and $175,000, respectively. The total estimated stock warrants outstanding
      to the 11% debenture holders to purchase shares of common stock are 16,666
      and 116,666 at December 31, 2003 and March 31, 2003,  respectively.  Since
      the  Acquisition  Date, the holder of this debenture has not yet requested
      that the outstanding debenture amount be paid.

      During 2001, the Company also issued 12% convertible debentures originally
      due  February of 2002,  which was extended to June 30, 2002 and are now in
      default. The principal balance due at December 31, 2003 and March 31, 2003
      was $250,000 and $650,000, respectively.

          Accrued Liabilities:
              Payroll tax liabilities and other pre 2000
                      Junum liabilities (refer to note 2)    $ 366,403
              Legal judgments - Junum liabilities
                      (refer to notes 9 and 12)                192,500
              Other                                             70,986
                                                             ---------

                      Total                                  $ 629,889
                                                             =========

      As  explained  in  notes 1 and 2, the  above  Convertible  Debentures  and
      Accrued  Liabilities  occurred  prior to the  reverse  acquisition  of the
      Operating  Company on March 31, 2003.  At December  31, 2003,  there is an
      uncertainty  to the  dollar  range  of  which  these  liabilities  will be
      ultimately settled.

      The  ultimate  disposition  of these  liabilities  by the  Company  can be
      significantly  more or less than the amounts  reported in the consolidated
      balance sheet.

      The  liabilities  of  the  Operating  Subsidiary  at  December  31,  2003,
      consisted  primarily  of  unsecured  promissory  payable of  $40,000  with
      interest payable at an annual interest rate of 12%.

                                      F-21
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


7.    ACCRUED LIABILITIES, NOTES PAYABLE AND SHORT-TERM DEBENTURES PAYABLE

      On April 1, 2003, the Company  issued to a shareholder  of the Company,  a
      secured subordinated  debenture (the "Second Subordinated  Debenture") due
      December 31, 2007 for up to $2,500,000 of financing.  The debenture  bears
      interest at ten percent per annum on any  outstanding  amount  thereunder,
      and is  convertible  at any  time by the  holder  into  common  stock at a
      conversion  price  equal to the  average  closing  price of the  Company's
      common  stock  for the  twenty  trading  days  prior  to  conversion.  The
      principal balance of the debenture is equal to the amount of cash advanced
      to the Company by the  shareholder  from time to time. The shareholder may
      discontinue  advances at any time and is not obligated to make any advance
      or any additional  advances under the debenture.  As of December 31, 2003,
      the  shareholder  had  advanced  a total of  $176,614  under  this  Second
      Subordinated Debenture.

      Total interest costs incurred and expensed for the year ended December 31,
      2003 and period ended 2002 was $449,737 and $9,803, respectively.


8.    RELATED PARTY STOCK TRANSACTIONS AND OTHER STOCK WARRANTS TRANSACTIONS

      The total number of shares of capital stock authorized to be issued by the
      Company is 50,000,000  shares of Common Stock,  $.01 par value. Each share
      of capital stock  entitles the holder  thereof to one vote at each meeting
      of the stockholders of the Company.

      During 2002, the Operating  Subsidiary issued at various dates,  2,662,500
      stock  purchase   warrants  to  investors  and  consultants   that  remain
      outstanding,  with five year terms to purchase additional shares of common
      stock,  at exercise  prices of $.25 and $0.50 per share.  The  obligations
      under these warrants were  automatically  assumed by the Company,  and the
      warrants were  automatically  converted into warrants to purchase the same
      number of shares  of the  Company's  common  stock,  at the same  exercise
      price, under the terms of the warrants and of the Stock Exchange Agreement
      among the Operating  Subsidiary,  the Company and  Acquisition  Corp.  The
      warrants  issued to  consultants  in 2002 for  services in 2002,  were not
      valued and properly expensed, therefore the 2002 financial statements were
      restated (refer to note 14).

      In connection  with the  acquisition  discussed in note 1, during 2003 the
      Operating  Subsidiary  issued 787,500 stock purchase  warrants that remain
      outstanding,  to  certain  investors,  consultants  and  advisors  to  the
      Company.  Each  warrant  is  convertible  into one share of the  Company's
      common  stock at an  exercise  price of $0.50 per  share.  These  warrants
      expire 5 years from the dates of  issuances.  The  estimated  fair  market
      value using the  Black-Scholes  option pricing model of the total warrants
      issued for 2003  services was  $457,200,  for the year ended  December 31,
      2003.

      In connection with raising $500,000 through a private placement of 667,000
      shares  of  its  common  stock  ($0.75/share)  under  Regulation  D of the
      Securities Act, the Company issued 667,000 stock purchase  warrants.  Each
      warrant is convertible  into one share of the Company's Common Stock at an
      exercise  price of $0.75 per share.  These stock  warrants  expire 5 years
      from the date of issuance in 2003.


                                      F-22
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


8.    RELATED PARTY STOCK TRANSACTIONS AND OTHER STOCK WARRANTS TRANSACTIONS

      During the year ended December 31, 2003, the Company converted $387,500 of
      promissory  notes payable and $38,046 of accrued  interest into  1,163,092
      shares of common stock.

      During the year ended December 31, 2003, the officers provided  consulting
      services to the Company.  The total consulting services were approximately
      $349,000 for the year ended December 31, 2003.


9.    LEGAL PROCEEDINGS

      The Company and its subsidiaries are defendants in various  lawsuits.  The
      Company  is  contesting  these  actions  but is  unable to  predict  their
      ultimate  outcome.  Included in the balance  sheet at December  31,  2003,
      under the caption accrued liabilities,  are management's  estimates of the
      required  reserves  for such  claims,  which total  $192,500.  The Company
      believes it is unlikely it will be required to make  payments in excess of
      this amount.

      A former Chief Executive  Officer,  President and director,  ("prior CEO")
      who was the largest  stockholder  of the Company  prior to March 31, 2003,
      has filed  several  civil  actions  against  the Company and others in the
      Superior  Court of the State of  California  for the County of Los Angeles
      (Central  District),  and  in  the  County  of  Orange,   California.  The
      complaints  allege a breach of an employment and other contract  breach of
      fiduciary duty, breach of covenant of good faith and fair dealing,  breach
      of a $1 million  promissory note,  intentional and negligent  interference
      with prospective  business and economic  advantage,  conversion,  and seek
      damages  in  excess  of  $3,000,000  and  other  relief.  The  Company  is
      vigorously contesting these civil actions.

      The Company has filed  counter-claims  against the prior CEO for fraud and
      misappropriation  of corporate assets, and is seeking damages in excess of
      $15 million.

      In the event that the Company is  unsuccessful  in  defending  its pending
      litigation,  or is  unsuccessful in resolving and settling these cases for
      the amounts it presently  anticipates,  the Company would likely be forced
      to discontinue its operation or may file for bankruptcy protection.


10.   OTHER COMMITMENTS AND CONTINGENCIES

      At December 31, 2002, the Company  transferred  its subsidiary  Junum.com,
      Inc., to a senior lender, and had payroll tax and other  liabilities.  The
      Company may be held liable for some or all of these liabilities  (refer to
      note 2) as a "Responsible Person" under the IRS rules.


                                      F-23
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


10.   OTHER COMMITMENTS AND CONTINGENCIES (Continued)

      On  December  15,  2003,  the Company  through  its  Chinese  wholly-owned
      subsidiary,  WinWin Consulting  (Shanghai) Co. Ltd.  ("WinWin  Shanghai"),
      entered into a Cooperation  Agreement (the  "Cooperation  Agreement") with
      the Shanghai Welfare Lottery Issuing Center ("Shanghai  Lottery") and a TV
      Cooperation  Agreement  (the "TV  Cooperation  Agreement")  with  Shanghai
      Lottery.

      Pursuant to the Cooperation  Agreement,  Shanghai  Lottery retained WinWin
      Shanghai on an  exclusive  basis to provide  advice and counsel on lottery
      management,   lottery  television  programs,   lottery  sales,  marketing,
      promotion,  distribution  and  training of sales and  marketing  personnel
      associated  with the foregoing  relating to a new online  instant  lottery
      ticket game or series of games recently approved by the Central Government
      of China  ("Games")  for rollout in the Shanghai  municipal  district.  In
      addition,  WinWin Shanghai is obligated to provide the services  necessary
      to  accomplish  the  production  of a new online  instant  lottery  ticket
      television  program  tied to the Games for  broadcast  with one or more of
      Shanghai Lottery's partners at local television stations.

      WinWin  Shanghai  will  bear  all  out of  pocket  costs  relating  to the
      implementation  of the  foregoing  services  during  the first year of the
      three year term of the Cooperation Agreement.  During the second and third
      years of the Cooperation Agreement, the cost of implementation shall be at
      the expense of the lottery  operation  itself and paid out of the revenues
      generated by the Games.

      The Cooperation  Agreement also provides that Shanghai Lottery will ensure
      that at least one television  station in Shanghai  municipal district will
      broadcast 50 episodes of the new online instant  lottery  television  game
      show.

      In  consideration  for the services  provided by WinWin  Shanghai,  WinWin
      Shanghai  will receive on a quarterly  basis a percentage of the aggregate
      gross revenue of the Games that are tied to the  television  shows and the
      specific Games that the parties designate in advance will benefit directly
      from WinWin  Shanghai's  services,  advice,  action,  investment in out of
      pocket expenses,  know how or other intellectual  property. The percentage
      payable to WinWin  Shanghai  will be adjusted up or down in the second and
      third years of the term of the Cooperation Agreement based on increases or
      decreases in overall revenues derived from the Games.

      The TV Cooperation  Agreement  further  elaborates  the agreement  between
      WinWin Shanghai and the Shanghai Lottery  regarding the production of a TV
      program  (the  "TV  Program")  tied  to  the  Games.  Pursuant  to  the TV
      Cooperation  Agreement,  WinWin  Shanghai is obligated to retain  Shanghai
      Lottery or its  affiliate  to produce a pilot  program at a cost to WinWin
      Shanghai of $10,000. The pilot program will be used to obtain the approval
      of the TV Program  from  regulating  authorities  in China.  In  addition,
      WinWin  Shanghai is obligated  to pay  Shanghai  Lottery $ 362,463 for the
      production  and broadcast of 50 original  programs.  The copyright for the
      programs will remain with both parties.


                                      F-24
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


10.   OTHER COMMITMENTS AND CONTINGENCIES (Continued)

      The Company also has a rental  agreement with a non-related  party for the
      offices  occupied  by WinWin  Shanghai  at $2,200 per month,  expiring  on
      September 4, 2004.


11.   STOCK OPTION PLANS

      On December 5, 2003 the Board of  Directors  adopted  the  Company's  2003
      Stock  Option  Plan,  which  allows the Board of  Directors to grant stock
      options to certain  employees,  consultants and directors at a price equal
      to 100% of the fair  market  value  of  stock  on the  date of  grant  for
      incentive  stock  options and as low as 50% of the fair  market  value for
      non-statutory  options.  The  stock  option  plan also  permits  grants of
      options to purchase  shares of restricted  common stock at a minimum price
      of $.01 per share.  The maximum number of shares that can be granted under
      the Plan is 5,000,000 shares and the maximum amount of options that can be
      granted  to one  individual,  can be no more than  2,000,000  shares.  The
      option and vesting  periods are determined by the Board of Directors,  but
      can be no more  than 10  years  after  the  date of which  the  option  is
      granted.  The fair value of each option  grant is estimated on the date of
      grant using the Black-Scholes  option-pricing  model.  There were no stock
      options  outstanding  at December  31,  2003,  under the 2003 Stock Option
      Plan.  There were  outstanding  stock options  issued by Junum,  but after
      Junum did several  reverse stock splits in 2000 and 2002, the  outstanding
      options under the Junum Stock Option Plan established in 1999, at December
      31, 2002 was 1,387.  It is remote that these options would be exercised at
      a future date,  due to the weighted  average  exercise  price  reported at
      December 31, 2002 was $2,550 per share.


12.   SUBSEQUENT EVENTS

      On March 19, 2004,  the former  stockholders  of the Operating  Subsidiary
      converted the $5 million  debenture note and accrued  interest  payable of
      $418,313  (refer to note 1), into 100,000  shares of the Company's  common
      stock. On April 1, 2004,  Arthur Petrie,  one of the Company's  directors,
      forgave  $176,614 of principal and accrued  interest  under a debenture in
      exchange for 353,228 shares of our common stock and three-year warrants to
      purchase  353,228 shares of our common stock at an exercise price equal to
      $0.50 per share.  In order to induce Mr.  Petrie to convert the  debenture
      immediately,  the Company permitted him to convert the debenture at a rate
      of $0.50,  instead of the $0.765  price  that  would have  otherwise  been
      applicable  to the  conversion  and the  Company  granted  Mr.  Petrie the
      aforementioned warrants.


                                      F-10
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


12.   SUBSEQUENT EVENTS (Continued)

      The proforma  balance  sheet at December 31,  2003,  giving  effect to the
      above  transactions,  as if they  occurred  on  December  31,  2003 are as
      follows:

      Pro Forma Condensed Balance Sheet at December 31, 2003
      ------------------------------------------------------
<TABLE>
<CAPTION>
                                              As Reported in       Pro Forma
                                              Accompanying       Adjustments          Pro Forma
                                                Financial       for Subsequent         Balance
                                               Statements            Events             Sheet

                                                Assets
                                                ------

      <S>                                      <C>               <C>                 <C>
       Current  assets                         $     381,250     $     -             $   381,250
       Property & equipment                           33,115           -                  33,115
                                               -------------     -------------       -----------

            Total Assets                       $     414,365     $     -             $   414,365
                                               =============     =============       ===========

                               Liabilities and stockholders' deficiencyz
                               -----------------------------------------

      Current Liabilities
       Accounts payable and accrued
      liabilities                              $   1,183,617     $    (418,313)      $   765,304
       Payable to shareholder                        200,000           -                 200,000
       Convertible debentures payable                375,000           -                 375,000
       Note payable                                   40,000           -                  40,000
       Convertible debenture payable               5,214,114        (5,176,614)           37,500
                                               -------------     -------------       -----------

            Total liabilities                      7,012,731        (5,594,927)        1,417,804
                                               -------------     -------------       -----------

      Stockholders' Deficiency
          Preferred stock                             -        -                           -
            Common stock                             298,961             8,065           307,026
            Additional paid-in capital             2,238,049           586,862         2,824,911
            Accumulated deficit from operations   (4,130,776)          -              (4,130,776)
            Other capital deficit account         (5,000,000)        5,000,000             -
                                               -------------     -------------       -----------

            Total stockholders'  deficiency       (6,593,766)        5,594,927          (998,839)
                                               -------------     -------------       -----------

            Stock subscription receivable             (4,600)          -                  (4,600)
                                               -------------     -------------       -----------

            Total liabilities and
               stockholders' deficiency        $     414,365     $     -             $   414,365
                                                =============     =============       ===========
</TABLE>

                                      F-26
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


12.   SUBSEQUENT EVENTS (Continued)

      On March 10, 2004 the Company  settled a  preexisting  legal claim against
      Junum Incorporated with Valueclick, Inc. The Company is to transfer 27,778
      shares of restricted common stock, valued at .90 per share, and pay $2,500
      within 30 days of the settlement  date, for a total settlement of $27,500.
      This settlement was included in accrued liabilities at December 31, 2003.

      On January 5, 2004, the Company settled a pre-existing legal claim against
      Junum.com.,  Inc.  with John  Counts.  The  Company is to pay John  Counts
      $60,000 in cash and issue  47,500  shares of its common  stock,  valued at
      $.95 per share on January 5, 2004 for total settlement of $107,500.

13.   OPERATING SEGMENTS

      The Company presently has only one operating segment at December 31, 2003,
      the distribution of lottery tickets which are sold in Cambodia. The assets
      owned by the Company and located in Cambodia consisted of ticket supplies,
      which totaled $29,232 at December 31, 2003.

14.   RESTATEMENT OF PREVIOUSLY ISSUED AUDITED FINANCIAL STATEMENTS

      The operating  subsidiary  determined that it misinterpreted or misapplied
      generally  accepted  accounting  principles in respect to the valuation of
      stock  warrants  which  totaled  $1,151,500,  that were  issued to various
      consultants  for services  rendered in 2002. As a result,  it has restated
      the audited financial statements for the period ended December 31, 2002.

      The following tables set forth the effects of the restatement adjustments:

                                                                   Period Ended
                                                                   December 31,
                                      Originally                        2002
                                        Reported      Restated         Change

      Statement of Income
      -------------------
      Loss from operations             $  472,465    $1,623,965     $1,151,500
                                       ----------    ----------     ----------
      Net loss                         $  482,268    $1,633,768     $1,151,500
                                       ==========    ==========     ==========
      Balance Sheet
      -------------
      Assets                           $   12,502    $   12,502     $    -
                                       ==========    ==========     ==========
      Liabilities                      $  493,770    $  493,770          -
      Shareholders' deficiency
        Common stock
          1000 authorized
          1000 issued and outstanding       1,000         1,000         -
        Accumulated deficit              (482,268)   (1,633,768)    (1,151,500)
        Paid in capital                      -        1,151,500      1,151,500
                                       ----------    ----------     ----------

   Total liabilities and stockholders' $   12,502    $   12,502     $   -
                                       ==========    ==========     ==========


                                      F-27
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


15.   NEW ACCOUNTING PRONOUNCEMENTS

            In January  2003,  the FASB  issued FIN No.  46,  "Consolidation  of
            Variable Interest Entities" ("FIN 46") which is an interpretation of
            "Accounting  Research  Bulletin  No.  51,  "Consolidated   Financial
            Statements".  FIN 46 requires a variable interest entity (VIE) to be
            consolidated  by a  company  that is  considered  to be the  primary
            beneficiary  of that VIE. In December 2003, the FASB issued FIN No .
            46 (revised  December  2003),  "Consolidation  of Variable  Interest
            Entities"  ("FIN"  46-R") to address  certain FIN 46  implementation
            issues.  The effective  dates and impact FIN 46 and FIN 46-R for the
            Company's consolidated financial statements are as follows:

      1.    Special purpose entities ("SPEs") created prior to February 1, 2003.
            The  Company  must apply  either the  provisions  of FIN 46 or early
            adopt the  provisions of FIN 46-R at the end of the first interim or
            annual  reporting period ending after December 15, 2003. The Company
            has determined that it has no SPE's.

      2.    Non-SPEs  created prior to February 1, 2003. The Company is required
            to  adopt  FIN  46-R  at the  end of the  first  interim  or  annual
            reporting  period  ending after March 15, 2004.  While not required,
            the  Company  could  elect  to adopt  FIN 46 or FIN  46-R for  these
            non-SPEs  as of the end of the first  interim  or  annual  reporting
            period ending after December 15, 2003.  Management  does not believe
            that the adoption of this provision  will have a material  effect on
            the  Company's  financial  position,  results of  operations or cash
            flows.

      3.    All  entities,  regardless  of  whether  a SPE,  that  were  created
            subsequent to January 31, 2003. The Company is required to apply the
            provisions,  of FIN 46 unless  management  elects to early adopt the
            provisions of FIN 46-R as of the first  interim or annual  reporting
            period ending after December 15, 2003. If the Company does not elect
            to early  adopt FIN 46-R,  then the Company is required to apply FIN
            46-R to these  entities as of the end of the first interim or annual
            reporting  period  ending after March 15, 2004.  The Company has not
            entered into any material  joint venture or  partnership  agreements
            subsequent  to January 31,  2003 and the Company  does not expect to
            enter into any such  material  agreements  during the first  interim
            period  ended  January  31,  2004.  If the  Company  enters into any
            significant  joint venture and partnership  agreements in the future
            that would require  consolidation under FIN 46 or FIN 46-R, it could
            have  a  material  impact  on  the  Company's  future   consolidated
            financial statements.


                                      F-28
<PAGE>


                               WINWIN GAMING, INC.
                          (FORMERLY JUNUM INCORPORATED)
                          (A Development Stage Company)

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


15.   NEW ACCOUNTING PRONOUNCEMENTS (Continued)

      In May 2003, the FASB issued  Statement No. 150,  "Accounting  for Certain
      Financial   Instruments  with  Characteristics  of  both  Liabilities  and
      Equity".  SFAS No. 150 establishes  standards for how an issuer classifies
      and measures certain financial  instruments with  characteristics  of both
      liabilities and equity.  SFAS No. 150 requires that an issuer classifies a
      financial  instrument that is within its scope as a liability (or an asset
      in  come  circumstances).   SFAS  No.  150  was  effective  for  financial
      instruments entered into or modified after May 31, 2003, and otherwise was
      effective for the Company's  fourth  quarter of 2003. The adoption of SFAS
      No. 150 is not expected to have a material impact on the Company's  future
      financial position, results of operations or cash flows.

      In  December  2002,  the  FASB  issued  SFAS  No.  148,   "Accounting  for
      Stock-Based  Compensation - Transition and Disclosure,"  which amends SFAS
      No. 123, "Accounting for Stock-Based  Compensation." SFAS No. 148 provides
      alternative methods of transition for a voluntary change to the fair value
      based method of accounting for stock-based employee compensation. SFAS No.
      148 also  requires that  disclosures  of the pro forma effect of using the
      fair value method of accounting for stock-based  employee  compensation be
      displayed more prominently and in a tabular format. Additionally, SFAS No.
      148  requires  disclosure  of the pro forma  effect in  interim  financial
      statements.  The interim disclosure provisions are effective for financial
      reports  containing  financial  statements for interim  periods  beginning
      after  December  15,  2002.  As the  Company  does not intend to adopt the
      provisions  of SFAS No. 123,  the Company  does not expect the  transition
      provisions  of SFAS No.  148 to have a material  effect on its  results of
      operations or financial condition.

      In November  2002,  the FASB issued FASB  Interpretation  No. 45 (FIN 45),
      "Guarantor's   Accounting  and  Disclosure  Requirements  for  Guarantees,
      Including Indirect  Guarantees of Indebtedness of Others." FIN 45 requires
      that a  liability  be  recorded  on the  guarantor's  balance  sheet  upon
      issuance of a guarantee.  In addition,  FIN 45 requires  disclosures about
      the guarantees, including indemnifications,  that an entity has issued and
      a roll forward of the entity's product warranty  liabilities.  The Company
      will  apply  the  recognition   provisions  of  FIN  45  prospectively  to
      guarantees issued or modified after December 31, 2002.







                                      F-29
<PAGE>


                                  EXHIBIT INDEX


      EXHIBIT
      NO.               EXHIBIT DESCRIPTION
      ----------------  --------------------------------------------------------

      10.28             Form  of   Subscription   Agreement   used  for  private
                        placements

      10.29             Form of Warrant used for private placements

      10.30             WinWin Gaming Inc. 2003 Stock Plan

      10.31             Form of WinWin Gaming Inc. Stock Option Agreement under
                        2003 Stock Plan

      10.32             Form of WinWin Gaming Inc. Restricted Stock Grant
                        Agreement under 2003 Stock Plan

      14                Code of Ethics

      21.               A description of the subsidiaries of the Company

      31.1              Rule   13a-14(a)/15d-14(a)    Certification   of   Chief
                        Executive Officer

      31.2              Rule   13a-14(a)/15d-14(a)   Certification   of   Acting
                        Treasurer

      32                Section 1350 Certifications