<PAGE>

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

                                   FORM 10-KSB

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

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

         [   ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934
         FOR THE TRANSITION PERIOD FROM ______________ TO ________________

                         COMMISSION FILE NUMBER: 0-30611

                               WINWIN GAMING, INC.
                               -------------------
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

               DELAWARE                                84-1219819
   -------------------------------         ------------------------------------
   (STATE OR OTHER JURISDICTION OF         (I.R.S. EMPLOYER IDENTIFICATION NO.)
   INCORPORATION OR ORGANIZATION)

               2804 WHISPERING WIND DRIVE, LAS VEGAS, NEVADA 89117
               ---------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

ISSUER'S TELEPHONE NUMBER: (702) 233-4138

SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:

     TITLE OF EACH CLASS              NAME OF EACH EXCHANGE ON WHICH REGISTERED
     -------------------              -----------------------------------------
             N/A                                        N/A

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. [ X ]


<PAGE>

         State issuer's revenues for its most recent fiscal year: $3,146,274

         The aggregate market value of voting and non-voting common equity held
         by non-affiliates of the registrant as of April 14, 2003:

                  Common stock, $.01 par value: $26,753

         The number of shares of the registrant's common stock outstanding as of
         April 14, 2003:       23,748,541 shares.

         Documents incorporated by reference:  None

         Transitional Small Business Disclosure Format:

                          Yes                No    X
                              -------           -------

                                        2

<PAGE>

                       INDEX TO FORM 10-KSB ANNUAL REPORT


Part I
------
                                                                            Page
Item 1.   Description of Business............................................4

Item 2.   Description of Property............................................9

Item 3.   Legal Proceedings..................................................9

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


Part II
-------

Item 5.   Market Price of and Dividends on the Registrant's
            Common Equity and Other Stockholder Matters......................11

Item 6.   Management's Discussion and Analysis or Plan of Operations.........13

Item 7.   Financial Statements...............................................22

Item 8.   Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure.........................................22


Part III
--------

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act................23

Item 10.  Executive Compensation.............................................24

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

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

Item 13.  Exhibits and Reports on Form 8-K...................................27

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

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


                                       3

<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.
         ------------------------

General
-------

         The Company presently is a lottery and gaming operations company. The
Company and/or its various alliance partners have been offered licenses from
various governments around the world to develop, operate and market lotteries,
land-based casinos and internet lottery and gaming sites. The Company offers a
complete "turn-key" service providing funding, equipment, training, management
and marketing, for lottery and gaming operations.

         The Company and/or its alliance partners 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.

         The Company specializes in creating lottery and casino games to assist
countries, primarily for the purpose of financing national projects,
humanitarian causes and special relief fund-raising. The corporate mission of
the Company is to benefit all parties involved, the national governments, the
citizens of each country and the Company. Proceeds from games will help fund
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.

         The Company has begun a national lottery operation in Cambodia and
plans to roll out lottery operations in China and Africa in 2003. China is
a lucrative lottery market with a population
base of over 1.4 billion while Africa provides the Company with the opportunity
for a multi-country "Power-Ball" style lottery game.

         The Company intends to offer a complete menu of lottery, Bingo and
casino games. The Company provides instant Games that can be implemented
immediately. The Company also offers the latest state-of-the-art internet and
intranet technology, enabling the Company to link Video Lottery, Gaming and
Bingo terminals nationwide. Also, via the internet, the Company is capable of
linking countries around the globe to create the world's first multi-national
Super Jackpot. The Company can establish and operate both land-based and
internet casinos. The Company intends to hire, train and manage local citizens
to run its day-to-say operations, further benefitting the local economy. In
addition, in association with leading lottery game show producers, the Company
intends to provide live, weekly- televised lottery game shows, which increase
sales, build brand and corporate awareness and expand the market.

Business Strategy and Operation
-------------------------------

         The Company intends to customize each lottery and gaming operation to
the maximum benefit of each country. The Company intends to produce a live,
weekly-televised lottery game show that is connected to an instant Scratch
ticket. We intend to implement On-Line Lotto and/or internet/intranet lottery
systems. In addition, if the Company has been issued a gaming or casino license
from a jurisdiction, the Company may then have the opportunity to open a casino.

         Once a license is granted to the Company or its alliance partner, 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 go
toward prizes. After the Company recoups its initial costs, the balance of the
revenue is split between the Company, its 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.

                                       4

<PAGE>

         In some cases, a country seeking the Company's assistance may already
have a lottery in place. In such cases, the Company can help the country's
existing lottery increase sales with the Company's technology and expertise. The
Company 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, the Company can help the country fulfill its project
funding goals much faster.

Products
--------

         TELEVISED GAMES. In association with leading lottery-style game show
producers, the Company intends 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.

         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. The Company will design, print and then distribute tickets
through various point-of-sale locations throughout each local region. The
Company implements 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.

         INTERNET AND ON-LINE GAMES: The Company intends 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. The Company 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 the Company to expand its
lottery games into a "Power-Ball" style format. By connecting several countries
worldwide, the Company potentially can offer the world's largest international
Super-Jackpot creating the first BILLION DOLLAR WINNER.

         INTRANET GAMES: The Company intends to offer state-of-the-art Intranet
lottery, gaming and Bingo technology. The Company employs 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, the Company can also link lottery sites and
terminals around the nation to provide bigger jackpots and expand the market.

         CASINOS: The Company's principals have experience and relationships in
developing, operating and marketing land-based and river boat casinos in a
variety of jurisdictions. The Company has expertise in all related areas
including site development, design supervision, construction, casino management,
food and beverage, entertainment and more.

Sales and Marketing
-------------------

         CHINA MARKETING ROLL-OUT. For the Company's initial roll-out in China
and Cambodia, the primary marketing tool will be live, weekly-televised lottery
game shows that are directly tied to Instant Ticket games distributed throughout
the regions. Lottery game shows are proven to have a dramatic effect on the
market, increasing sales up to tenfold in virtually every country in which they
have been used, without cannibalizing pre-existing sales channels. In Hungary,
the lottery TV show increased sales 300% and in Estonia, sales increased 117%
after only 6 weeks on the air. The Company will also employ standard marketing
channels including TV commercials, print media, outdoor advertising and radio.

                                       5

<PAGE>

         GENERAL MARKETING AND DISTRIBUTION. In general, the Company customizes
its marketing and distribution strategy to the maximum benefit of each country
in which it operates. The televised lottery game is always a key marketing
component in combination with other available marketing channels. Electronic and
Instant Tickets will be distributed through a variety of local vendors including
retail outlets, banks and post offices. Tickets can be printed and programmed
using a method known as G.L.E.P.S. (Guaranteed Low End Prize Structure). This
means that in every batch of 200 tickets there are set prizes valued from a free
ticket up to approximately $10. Tickets sold to distributors are discounted by
the dollar amount of winning tickets per batch. Each distributor is responsible
for paying low-end prize winners and the distributor has the profit from ticket
sales plus the discount to pay these winners. The Company needs no reserves for
these prizes, which greatly simplifies its accounting process. For mid and
high-level prizes, winners are directed to a designated location such as a local
financial institution or corporate office to redeem their prize.

         The Company, in conjunction with the local government, will also make
every effort to publicize the humanitarian and special-relief efforts which the
lottery benefits through various media. In addition, the Company plans to
feature human-interest stories on how the lottery has improved the lives of the
winners and the general citizenry of each respective nation.

Strategic Partners
------------------

         In order to fully capitalize on China, Cambodia and other available
multi-national opportunities, the Company has aligned itself with the following
strategic partners:

         IPO PANG P.C. IPO Pang P.C. specializes in assisting U.S. companies
with complex, high-profile legal and business cases in China. The firm's primary
strengths are in the areas of Intellectual Property, Corporate Law and
International Law. They provide a full range of services including corporate
strategies and repatriation of profits.

         ADMIRAL ZUMWALT & CONSULTANTS, INC. Admiral Zumwalt was founded by
former Chief of Staff, Admiral E.R. Zumwalt, Jr. Admiral Zumwalt provides a
worldwide network of government and military contacts, global market analysis
and other valuable information to the Company.

         SANDE STEWART TELEVISION, INC. Sande Stewart was founded in 1964 by Bob
Stewart. It has created or co- created and produced such shows as $25,000
Pyramid, Fun & Fortune, Jackpot, Pass the Buck and MUSL- POWERBALL INSTANT
MILLIONAIRE. It provides the Company with the foremost lottery game show
technology and expertise, and enhances the Company's value proposition with
respect to providing lottery management and promotion services in various
countries.

         INTERLOTT TECHNOLOGIES, INC. Interlott, a publicly traded corporation
listed on the American Stock Exchange, is the world's largest Instant Scratch
Ticket dispensing machine provider. Interlott provides services to 27 U.S.
lotteries and many international lotteries throughout Asia. Europe and South
America. Interlott's reputation as the premier provider of instant ticket
vending solutions encompasses 12 years and more than 25,000 units placed world-
wide. The Company will use Interlott ISTD machines in its operations.

         CANADIAN BANK NOTE LTD. Canadian Bank Note provides secure ticket
printing and hardware/software solution for lottery operations in nine
countries. The Company recently signed an exclusive contract with the Ontario
Lottery and Gaming Commission (OLGC) to market "SuperStar Bingo", the
Commission's proprietary technology capable of linking an unlimited number of
bingo halls for simultaneous play.

History
-------

                                       6

<PAGE>

         WinWin Gaming, Inc., formerly called Junum Incorporated, was formerly a
technology-based financial services company specializing in providing credit
management and related services to consumers and small businesses. The Company
was previously engaged in the business of assisting its members in evaluating
and improving the accuracy of their credit reports.

         In September 2002, the Company discontinued all of its financial
services operations. Because of its default on its outstanding senior secured
debt, the lender foreclosed on its collateral and the Company transferred its
assets to the lender.

         In December 2002, the Company sold its wholly-owned subsidiary,
Junum.com, Inc., to a creditor, A.J. Marketing Group, Ltd., in exchange for
forgiveness of approximately $300,000 in debt. At the time, Junum.com, Inc. had
substantially no assets, and approximately $4,000,000 of liabilities, and
Junum.com had discontinued all operations.

         Effective December 31, 2002, the Company changed its name to WinWin
Gaming, Inc., and acquired WinWin Acquisition Corp. and WinWin, Inc. in exchange
for 22,512,000 shares of Common Stock. WinWin Acquisition then acquired 100% of
the capital stock of WinWin, Inc., a Nevada corporation, for consideration of
22,512,000 shares of Common Stock, plus a $5,000,000 secured convertible
debenture, interest payable at 10% per annum, secured by 100% of the stock of
both WinWin Acquisition Corp. and WinWin, Inc.

         However, due to the failure of a closing condition, as reported
Previously, these acquisitions of WinWin Acquisition Corp. and WinWin,
Inc. were rescinded and renegotiated effective March 31, 2003, and an Amended
and Restated Stock Exchange Agreement was consummated on substantially similar
terms and conditions, except that the total number of shares of the Company's
Common Stock issued for the acquisitions was reduced from 22,512,000 shares to
18,522,853 shares.

         The secured convertible debenture is due on March 31, 2007. The note is
convertible into Common Stock of the Company at the rate of 100% of the average
closing price of the Company's Common Stock for the 20 trading days prior to
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 prior to any conversion.

         The due date of the senior secured debenture may be accelerated upon an
Event of Default. An "Event of Default" occurs if (a) the Company does not make
the payment of the principal of this Debenture when the same becomes due and
payable at maturity, upon redemption or otherwise, (b) the Company does not make
a payment, other than a payment of principal, for a period of five (5) business
days thereafter, (c) any of the Company's representations or warranties
contained in this Debenture or in the related Security Agreement dated the date
hereof were false when made or the Company fails to comply with any of its other
agreements in this Debenture and such failure continues for the period and after
the notice specified below, (d) the Company's parent corporation, WinWin Gaming,
Inc., shall have its common stock suspended or delisted from any exchange or the
over-the-counter market from trading for in excess of five (5) consecutive
trading days, (e) the Company or its parent corporation, WinWin Gaming, Inc.,
pursuant to or within the meaning of any Bankruptcy Law (as hereinafter
defined): (i) commences a voluntary case; (ii) consents to the entry of an order
for relief against it in an involuntary case; (iii) consents to the appointment
of a Custodian (as hereinafter defined) of it or for all or substantially all of
its property or (iv) makes a general assignment for the benefit of its creditors
or (v) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: (A) is for relief against the Company in an involuntary
case; (B) appoints a Custodian of the Company or for all or substantially all of
its property or (C) orders the liquidation of the Company, and the order or
decree remains unstayed and in effect for 60 days, (f) the Common Stock is no
longer listed on any recognized exchange including electronic over-the-counter
bulletin board, or (g) any creditor of WinWin Gaming, Inc, or any of its
subsidiaries or affiliates existing prior to the date hereof, seeks to attach
the capital stock of WinWin, Inc. which is part of the collateral that secures
performance of this Debenture, or the capital stock of WinWin Acquisition Corp.,
which is also a part of the collateral that secures performance of this
Debenture, or any of their respective assets, and the holder determines that
there is a reasonable likelihood that such creditor will be successful.

                                        7


<PAGE>

         In the event of an Event of Default, the holders of the Debenture can
foreclose on all of the capital stock of WinWin Acquisition Corp. and WinWin,
Inc., essentially reversing the acquisitions. This would cause the Company to
Discontinue operations and would have a very adverse effect on the value of the
Company's Common Stock.

Corporate Structure
-------------------

         The Company is a Delaware corporation. The Company no longer owns the
approximately 94% of Junum.com, Inc., a Nevada corporation, which was its
principal operating company. At December 31, 2002, the Company had six
subsidiaries, all Nevada corporations: NextTech, Inc., Voleran, Inc., Junum
Intellectual Property, Inc., Junum Financial Services, Inc., Junum Company, Inc.
and Junum Europe, Ltd. All of these subsidiaries were and are inactive although
several held some minimal assets. Subsequently, the Company acquired WinWin
Acquisition Corp. and its subsidiary, WinWin, Inc., both Nevada corporations,
which are presently wholly owned subsidiaries of the Company.

Executive Office
----------------

         The address of the Company's corporate offices and sole operating
location is presently 2804 Whispering Wind Drive, Las Vegas, Nevada 89117.

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. Existing
competitors of the Company have substantially greater resources that the
Company. Further expansion of the lottery and gaming opportunities could also
significantly and adversely affect the Company's business. In particular, the
expansion of lottery and casino gaming in or near the geographic areas from
which the Company attracts or expects to attract a significant number of
customers could have a material adverse effect on the Company's business. The
Company expects that it will experience significant competition as the industry
continues to mature.

         Many large competitors have budgets, marketing staffs and financial and
other resources which significantly surpass the resources of the Company.

Insurance
---------

         The Company will purchase and maintain such insurance policies or
establish self-insurance programs as the Board of Directors deems reasonably
necessary to protect the interests of the Company. Insurance policies will have
such limits and deductible amounts as the Board of Directors deems advisable,
based on the costs involved and the operations of the Company. In addition, such
policies have certain exclusions from coverage for risks that are uninsurable or
are not insurable at rates deemed reasonable by the Board of Directors. Such
exclusions may include damage or loss by war, nuclear accidents, earthquakes and
other similar risks. The Company will not assume the cost of any portion of
liability insurance that would insure the directors and officers for any
liability as to which the Company is prohibited from being indemnified. The
Company may purchase and pay for such types of insurance, including extended
coverage liability, casualty, business interruption insurance, and workers'
compensation insurance, as would be customary for any person owning comparable
property and engaged in similar business, and the directors, the officers, and
their affiliates, employees and agent of the Company may be named as additional
insured parties thereunder, provided that the cost of premiums payable by the
Company is not increased thereby. There is no assurance, however, that any such
insurance will be available or, if available, that it will be at a rate
acceptable to the Company.

Regulatory Environment
----------------------

         The Company's services are subject to substantial regulation.

                                        8

<PAGE>

Employees
---------

        As of the date of this report, the Company has five full-time employees
(excluding consultants and temporary help) at its Las Vegas, Nevada
location. Of the five employees, two are in management, two are in accounting
and administration, and one is in marketing.

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

         In addition, the Company relies on consultants to a significant extent
to supplement its regular employee staff in certain key functional areas and to
support management in the execution of the Company's 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, the Company would
be able to identify suitable replacements. Failure to do so could materially and
adversely affect the Company's operating and financial results.

         All key personnel and the management, officers, directors and
shareholders of the Company 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.
         ------------------------

         The Company's executive offices occupy approximately 1,000 square feet
at 2804 Whispering Wind Drive, Las Vegas, Nevada 89117. This facility is leased
on a month-to-month basis at the rate of approximately $1,000 per month, from
Patrick Rogers, the President of the  Company.

ITEM 3.  LEGAL PROCEEDINGS.
         ------------------

                                        9

<PAGE>

         On December 14, 1994, the Company filed a lawsuit in Harris County,
Texas against Full House Resorts, Inc. ("Full House"), Allen E. Paulson,
Donaldson, Lufkin & Jenrette Securities Corporation and My Dang to enforce the
terms of a preliminary agreement executed on September 8, 1994 between the
Company and Full House to jointly acquire and relocate a casino to the Company's
site in Biloxi, Mississippi. With the agreement of the Company, this litigation
was continued in the District Court of Harrison County, Mississippi under case
no. A-2402-95-0142. Shortly before a summary judgment hearing scheduled in March
1996, the Company's counsel withdrew from the case without the substitution of
new counsel. The Company was unable to procure new counsel in time, and the
presiding judge granted the defendants' motions for summary judgment. On appeal,
the Mississippi Court of Appeals affirmed the summary judgment against the
Company as to all of its claims against My Dang, Allen B. Paulson and Donaldson,
Lufkin & Jenrette Securities Corporation and its claims of common law fraud
against Full House. However, this Court of Appeals reversed the summary judgment
against the Company for its claims of breach of contract and breach of fiduciary
duties asserted against Full House and remanded these claims to the lower court
for a trial on the merits.

         On April 4, 2000, the trial court entered an order granting the
Company's Motion for Substitution of Counsel, appointing new counsel for the
Company. On that same day, the trial court entered an order dismissing the
Company's claims with prejudice, due to prior want of prosecution after the
first appeal was decided. On April 13, 2000, the Company filed a Notice of
Appeal regarding the trial court's dismissal order.  The Company has abandoned
This litigation.

         David B. Coulter, a former Chief Executive Officer, President and a
director and the largest stockholder of the Company, has filed several civil
actions against the Company and others in the Superior Court of the State of

                                       10

<PAGE>

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 economic advantage, conversion, and seek damages in
excess of $3,000,000 and other relief. Management believes these claims are
without merit, and the Company is vigorously contesting these civil actions. The
Company is also preparing appropriate counter-claims against Mr. Coulter for
fraud and misappropriation of corporate assets.

         The Company has material obligations owed to various investors,
consultants, debenture holders, note holders, taxing authorities and trade
creditors, a significant number of which are past due or otherwise in default.
Several of these creditors 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 these obligations, resolving these 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, and could lead to a default under the Company's Senior Secured
Debentures and the foreclosure by the holders of such Debentures on all of the
Company's assets.

         In the event that the Company is unsuccessful in defending its pending
litigation, or is unsuccessful in resolving and settling its substantial
outstanding debt, the Company would likely be forced to discontinue its
operation or may file for bankruptcy protection.

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

         On August 28, 2002, the shareholders of the Company held a meeting by
written consent of the stockholders holding a majority of the outstanding Common
Stock of the Company to elect Larry Reed and Bryan Stokes as new additional
members of the Board of Directors of the Company, to be effective September 4,
2002.

         In October 2002, the shareholders of the Company acted by written
consent To remove David Coulter as a director of the Company.


                                     PART II

ITEM 5.  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
         -------------------------------------------------------------------
         OTHER STOCKHOLDER MATTERS.
         --------------------------

Common Stock
------------

         The Company's Certificate of Incorporation, as amended, authorizes
50,000,000 shares of Common Stock, $.01 par value. As of December 31, 2002, the
Company had 25,107 shares outstanding, which were held by 633 stockholders of
record. As of April 14, 2002, the Company had 23,748,541 shares of Common Stock
issued and outstanding, reflecting the issuance of shares upon conversion of all
outstanding Series B Preferred Stock and the acquisition of WinWin, Inc.

Preferred Stock
---------------

         As of December 31, 2002, the Company had 1,350 shares of its Series B
convertible non-voting Preferred Stock outstanding, $1,000 par value. These
shares of Preferred Stock were cancelled in April 2003 upon conversion into
Common Stock and warrants

Common Stock Trading
--------------------

                                       11

<PAGE>

         The Company's Common Stock trades on the NASD over-the-counter
electronic bulletin market ("OTCBB") 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 the Common Stock of the Company:

                                            Closing Bid Prices (1)
                                            ----------------------
Year Ended December 31, 2000                High               Low
----------------------------                ----               ---

1st Quarter . . . . . . . . . .             $20                $.028
2nd Quarter . . . . . . . . . .             $.095 (2)          $.022 (2)
3rd Quarter . . . . . . . . . .             $.031              $.01351
4th Quarter . . . . . . . . . .             $7.00 (3)          $2.5625 (3)

Year Ended December 31, 2001
----------------------------

1st Quarter . . . . . . . . . .             $11.625            $6.75
2nd Quarter . . . . . . . . . .             $11.25             $4.00
3rd Quarter . . . . . . . . . .             $6.20              $1.35
4th Quarter . . . . . . . . . .             $1.75              $0.40

Year Ended December 31, 2002
----------------------------

1st Quarter . . . . . . . . . .             $0.68              $0.16
2nd Quarter . . . . . . . . . .             $0.40              $0.047
3rd Quarter . . . . . . . . . .             $0.048             $0.005
October . . . . . . . . . . . .             $0.007             $0.003
4th Quarter . . . . . . . . . .             $0.51              $0.10 (4)

Year Ending December 31, 2003
-----------------------------

1st Quarter . . . . . . . . . . .           $1.40 (5)          $1.40 (5)

----------
(1)      The above tables set forth the range of high and low closing bid prices
         per share of the Common Stock of the Company as reported by Pink Sheets
         LLC for the periods indicated.

(2)      In April 2000, there was a two-for-one stock split of the Common Stock
         of the Company.

(3)      Effective December 8, 2000, there was a one-for-forty reverse stock
         split of the Common Stock of the Company.

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

(5)      Effective at the close of business on December 31, 2002, there was a
         one-for-twenty reverse stock split of the Common Stock of the Company.

         On April 14, 2003, the closing price of the Common Stock of the Company
was $1.70 per share.

         When the trading price of the Company's 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 Commission'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.

                                       12

<PAGE>

Dividend Policy
---------------

         The Company has not adopted any policy regarding the payment of
dividends on its Common Stock. The Company does not intend to pay any cash
dividends on its Common Stock in the foreseeable future. All cash resources are
expected to be invested in developing the Company's business plan.

Stock Option, SAR and Stock Bonus Plans
---------------------------------------

         During the year ended December 31, 2002, the Company adopted and
approved its 2002 Consultant Compensation Plan and its 2002 Stock Option, SAR
and Stock Bonus Consultant Plan (the "Plans") which provided for the issuance of
up to 3,000 shares of its Common Stock to consultants to the
Company for services. Directors, officers and employees of the Company are not
eligible to participate in the Plans. The Plans were administered by Mr. David
B. Coulter, formerly Chief Executive Officer and President of the Company. New
members of the Plans' Committee have not been selected.

Options and Warrants
--------------------

         As of December 31, 2002, the Company had outstanding warrants to
purchase 1,873 shares of Common Stock at exercise prices ranging from $100 or
more per share.

         As of December 31, 2002, the Company had outstanding stock options to
purchase 1,387 shares of Common Stock at exercise prices ranging from $500 or
more per share.

Series B and Series C Preferred Stock Cancelled
-----------------------------------------------

         Effective October 21, 2002, the Company exercised its right to
redeliver its non-performing debt portfolio to the holders of its Series C
Preferred Stock and the Company cancelled all of the previously outstanding
shares of its Series C Preferred Stock.

         On April 1, 2003, the Company issued 5,200,000 shares of Common Stock
and issued warrants to purchase 4,200,000 shares of Common Stock at an exercise
price of $0.25 per share (post-split) that expire on April 1, 2008, to the
former holders of its Series B Preferred Stock, and all of the shares of its
Series B Preferred Stock were cancelled.

         The Company's presently has no issued and outstanding shares of
Preferred Stock.

Registrar and Transfer Agent
----------------------------

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


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
         -----------------------------------------------------------

         The following discussion of the Company's financial condition and
results of operations should be read in connection with the Company's
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 the
Company that involve risk and uncertainty. These statements relate to
expectations and concern matters that are not historical facts. Words such as
"believes," "expects," "anticipates" and similar expressions used throughout
this document indicate that forward-looking statements are being made.

                                       13

<PAGE>

Forward Looking Statements
--------------------------

         When used in this annual report on Form 10-KSB and in our other filings
with the SEC, in our press releases and in oral statements made with the
approval of one of our authorized executive officers, the words or phrases "will
likely result", "plans", "will continue", "is anticipated", "estimated",
"intends to", "expect", "project" or "outlook" or similar expressions (including
confirmations by one of our authorized executive officers of any such
expressions made by a third party with respect to us) are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. We caution readers not to place undue reliance on
any such statements, each of which speaks only as of the date made. Such
statements are subject to certain risks and uncertainties, including but not
limited to our history of losses, our limited operating history, our need for
additional financing, rapid technological change, and an uncertain market, that
could cause actual results to differ materially from historical earnings and
those presently anticipated or projected. Factors that may cause actual results
to differ materially from those contemplated by such forward-looking statements
include, among others, the factors described below and in the Description of
Business section of this annual report. We undertake no obligation to release
publicly revisions we made to any forward-looking statements to reflect events
or circumstances occurring after the date of such statements. All written and
oral forward-looking statements made after the date of this annual report and/or
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by this discussion.

Significant Accounting Estimates and Policies
---------------------------------------------

         The discussion and analysis of our financial condition and results of
operations is based upon our consolidated financial statements which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenue and expenses, and related disclosure of contingent assets and
liabilities. On an on-going basis, we evaluate our estimates including the
allowance for doubtful accounts, the saleability, and recoverability of
inventory, income taxes and contingencies. We base our estimates on historical
experience and on various other assumptions that we believe to be reasonable
under the circumstances, the results of which form our basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

                                       14

<PAGE>

         We must make estimates of the collectability of accounts receivable. We
analyze historical write-offs, changes in our internal credit policies and
customer concentrations when evaluating the adequacy of our allowance for
doubtful accounts. Differences may result in the amount and timing of expenses
for any period if we make different judgments or use difference estimates.

         As part of the process of preparing our consolidated financial
statements, we are required to estimate our income taxes. This process involves
estimating our current tax exposure together with assessing temporary
differences resulting from differing treatment of items for tax and accounting
purposes. These differences result in deferred tax assets and liabilities. We
must then assess the likelihood that our deferred tax assets will be recovered
from future taxable income, and, to the extent we believe that recovery is not
likely, we must establish a valuation allowance. To the extent that we establish
a valuation allowance or increase this allowance in a period, we must include a
tax provision or reduce our tax benefit in the statements of operations. We use
our judgment to determine our provision or benefit for income taxes, deferred
tax assets and liabilities and any valuation allowance recorded against our net
deferred tax assets. We believe, based on a number of factors including
historical operating losses, that we will not realize the future benefits of a
significant portion of our net deferred tax assets and we have accordingly
provided a full valuation allowance against our deferred tax assets. However,
various factors may cause those assumptions to change in the near term.

         We cannot predict what future laws and regulations might be passed that
could have a material effect on our results of operations. We assess the impact
of significant changes in laws and regulations on a regular basis and update the
assumptions and estimates used to prepare our financial statements when we deem
it necessary.

         We have determined the significant principles by considering accounting
policies that involve the most complex or subjective decisions or assessments.
Our most significant accounting policies are those related to revenue
recognition and accounting for stock-based compensation.

         REVENUE RECOGNITION. Our revenue recognition policies are based on the
requirements of SEC Staff Accounting Bulletin No. 101, Revenue Recognition in
Financial Statements.

         Revenue from sales of our services is generally
recognized during the period when the services are rendered.

         ACCOUNTING FOR STOCK-BASED COMPENSATION. We have elected to apply the
disclosure-only provisions of SFAS No. 123, Accounting for Stock-Based
Compensation. In accordance with the provisions of SFAS 123, we apply Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and
will use related interpretations in accounting for stock option plans. We
account for stock issued to non-employees in accordance with the provisions of
SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18,
Accounting for Equity Instruments That are Issued to Other Than Employees for
Acquiring or in Conjunction with Selling, Goods or Services. Generally, under
APB 25, if the option exercise price for a fixed award to an employee is equal
to the fair value of the common stock at the date of the grant of the stock
option, no compensation expense is recorded. Under SFAS 123 and EITF 96-18, the
amount of compensation expense that is recorded is based on an option pricing
model which incorporates such factors as the expected volatility of future
movements in the price of the underlying stock, risk-free interest rates, the
term of the options and any dividends expected to be paid. As a result, under
SFAS 123 and EITF 96-18, we would generally expect to record a greater amount of
compensation expense than under APB 25.

         SEGMENT REPORTING. We have adopted SFAS No. 131, "Disclosures About
Segments of an Enterprise and Related Information". SFAS 131 requires companies
to disclose certain information about reportable segments. Based on the criteria
within SFAS 131, we have determined that we currently have only one reportable
segment, telecommunications systems and related services.

                                       15

<PAGE>

General
-------

         The Company, formerly called Junum Incorporated, was an Internet-based
financial services company engaged in credit profile management until September
2002 when it ceased operations.

Income Tax Benefit
------------------

         The Company will recognize tax benefits as factors indicate that it is
more likely than not that future tax benefits will be realized.

Contractual Obligations and Commercial Commitments
--------------------------------------------------

         The following table is a recap of the Company's contractual obligations
as of December 31, 2002.

<TABLE>
<CAPTION>
                                                              Payments Due by Period
                                                              ----------------------
                                    Total            Less than One Year         One-Three Years
                                    -----            ------------------         ---------------
<S>                                 <C>              <C>                        <C>
Long-Term Debt                      $    0           $    0                     $    0

Operating Leases                    $    0           $    0                     $    0

Total Contractual Cash
Obligations                         $    0           $    0                     $    0
</TABLE>

Net Income (Loss)
-----------------

         Net loss applicable to common shareholders during the year ended
December 31, 2002 was $4,292,217 compared to a net loss applicable to common
shareholders of $8,936,688 during the year ended December 31, 2001.

Liquidity and Capital Resources
-------------------------------

         Our projections of future cash needs and cash flows are subject to
substantial uncertainty. Current cash and cash equivalents and cash that may be
generated from operations will not be sufficient to meet our anticipated cash
needs for at least the next six months. At December 31, 2002, the Company had a
deficit in working capital of $1,874,298. Accordingly, we are dependant on
raising additional financing in order to continue operations. We will seek to
sell equity or debt securities in order to fund our cash needs. The sale of
additional equity or equity-related securities would result in additional
dilution to our stockholders. In addition, we will, from time to time, consider
the acquisition of or investment in complementary businesses, products, services
and technologies, which might impact our liquidity requirements or cause us to
issue equity or debt securities. There can be no assurance that financing will
be available in amounts or on terms acceptable to us, if at all.

Inflation
---------

         The Company believes that inflation has not had a material impact on
its results of operations for the years ended December 31, 2002 or December 31,
2001.

Seasonality
-----------

         The Company may experience material seasonal variations in revenues and
operating costs due to seasonality.

                                       16

<PAGE>

Plan of Operations
------------------

         Because of the present development stage status of its current
activities and other factors, the Company expects that it will incur a loss
during its fiscal year ending December 31, 2003.

         The Company believes that equity capital will be required to accomplish
its plan of operations during the next 12 months. As a result, the Company
intends to offer and sell its Common Stock in exempt offerings under federal and
state securities laws to further capitalize the Company, and may also borrow
from banks and other financial institutions to the extent necessary to provide
liquidity for its operations, although no present arrangements for any
borrowings have been made.

         The Company believes that the net proceeds of future securities
offerings and borrowings will be sufficient to meet its liquidity requirements
for at least one year.

RISK FACTORS

New Projects
------------

         Each of the Company's projects to develop lottery and casino facilities
and operations for third parties will be subject to the many risks inherent in
the establishment of a new business enterprise, including unanticipated design,
construction, regulatory and operating problems, and the significant risks
commonly associate with implementing a marketing strategy in new markets. There
can be no assurance that any of these projects will become operational within
the estimated time frames and projected budgets at the time the Company enters
into a particular agreement, or at all. The Company plans to reduce the
financial significance of individual projects by focusing on small- to
medium-sized projects that can be accomplished with a smaller capital investment
and will allow a significant portion of any financing of any subsequent
expansions to be paid from operating funds whenever possible. There can be no
assurance that the significant expenditures required to develop a lottery or
casino gaming project will ultimately result in the establishment of profitable
operations.

         To the extent the Company's future lottery gaming projects become
operational, the Company will be required to add and train personnel, expand its
management information systems and control expenses. If the Company does not
successfully address the Company's increased management needs or the Company
otherwise is unable to manage its growth effectively, the Company's operating
results could be materially and adversely affected.

Capital Financing Arrangements
------------------------------

         An integral part of the Company's business strategy is to provide
expertise and assist in financing arrangements to third parties so that they may
obtain capital in order to develop and operate lottery and casino facilities. As
a result of the regulatory environment and certain requirements placed upon the
ability to raise capital, these financing arrangements will contain and present
a high degree of risk. Thus, the very nature of some of these arrangements will
present a high degree of risk which may make it impossible to establish or
calculate a present value for any loan or interest rates due in the future and
may significantly decrease any collateral which these obligations may provide in
the event the Company sought to place them as collateral for some Company
financing in the future.

Contract Provisions
-------------------

         A substantial part of the Company's transactions will involve both the
financing and management fields and will involve entering into contracts with
governments, individual entrepreneurs and companies. While the Company
anticipates negotiating for the best possible contractual provisions so that it
may benefit from a well-drafted arrangement in the event of default or failure
to comply, those contractual provisions will be governed and regulated by
national, state, and local laws, including the laws of non-U.S. foreign

                                       17

<PAGE>

jurisdictions. As a result, many contractual provisions, obligations and
benefits which the Company might wish to bargain or negotiate may be
unavailable. Moreover, it may be impossible for the Company to obtain favorable
jurisdiction, venue or arbitration provisions, or other standard contractual
provisions in light of these laws and regulations. Therefore, any contract
entered into by the Company will contain a high degree of risk.

Construction Risks
------------------

         The Company anticipates that its prospective casino gaming ventures may
often include the construction of new or additional facilities. The Company's
cost estimates and projected completion dates for construction of facilities may
change significantly as the projects progress. In addition, the Company's
development projects will entail significant construction risks, including
shortages of materials or skilled labor, unforeseen environmental or engineering
problems, work stoppages, weather interferences and unanticipated cost
increases, any of which could have a material adverse effect on the projects and
could delay their scheduled openings. A delay in scheduled openings will delay
the Company's receipt of lottery and casino gaming revenues and/or repayment of
the loans to finance operations.

Penny Stock Trading Rules
-------------------------

         When the trading price of the Company's 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 Commission's standardized risk disclosure document; (b) providing
to customers current bid and offers; (c) disclosing to customers the
broker-dealer and sales representatives compensation; and (d) providing to
customers monthly account statements.

Financial Position of the Company
---------------------------------

         The Company has not yet generated any operating income from lottery or
casino operations, nor is there any assurance that the Company will achieve
future revenue levels and operating efficiencies to support existing operations,
generate positive cash flow from operations or recover its proposed investment
in lottery or gaming operations. The Company expects to incur a loss in 2003,
and there can be no assurance that such losses will not continue thereafter. The
success of the Company's operations are largely dependent upon its ability to
establish operating efficiencies and generate adequate cash-flows from
operations, as to which there can be no assurance. The Company's operations are
subject to numerous risks associated with the establishment of its business,
including lack of adequate financing sources, and competition from larger,
well-established and well-capitalized competitors. In addition, the Company may
encounter unanticipated problems, including governmental regulations and
marketing difficulties, some of which may be beyond the Company's financial and
technical abilities to resolve. The failure to adequately address such
difficulties could have a materially adverse effect on the Company's prospects.

Highly Competitive Industry
---------------------------

         The lottery and casino gaming industry is highly competitive. The
Company will face competition in all of its proposed markets from large,
national companies and smaller, regional companies, as well as from unrelated
casino gaming operations. Many of the Company's competitors are larger and have
greater financial resources than the Company. The Company from time to time may
experience price pressure in certain of its markets as a result of competitors'
gaming practices. Competition is based on interest rates, revenue sharing,
quality of services and accommodations, functionality, price, brand loyalty,
effective promotional activities and the ability to identify and satisfy
emerging gaming practices and preferences. See "Business--Competition".

                                       18

<PAGE>

Risks of Leverage
-----------------

         The Company may incur borrowings for the purpose of financing the
expansion and growth of the Company, including the possible acquisition of other
companies or their assets. See "Business - Borrowing Policies". Any amounts
borrowed will depend among other things, on the condition of financial markets.
Acquisitions of equipment, vehicles, or other companies purchased on a leveraged
basis generally can be expected to be profitable only if they generate, at a
minimum, sufficient cash revenues to pay interest on, and to amortize, the
related debt, to cover operating expenses and to recover the equity investment.
The use of leverage, under certain circumstances, may provide a higher return to
the shareholders but will cause the risk of loss to the shareholders to be
greater than if the Company did not borrow, because fixed payment obligations
must be met on certain specified dates regardless of the amount of revenues
derived by the Company. If debt service payments are not made when due, the
Company may sustain the loss of its equity investment in the assets securing the
debt as a result of foreclosure by the secured lender. Interest payable on
Company borrowings, if any, may vary with the movement of the interest rates
charged by banks to their prime commercial customers. An increase in borrowing
costs due to a rise in the "prime" or "base" rates may reduce the amount of
Company income and cash available for dividends.

         The Company's lenders may impose restrictions on the Company's ability
to pay dividends to the shareholders. If such restrictions are imposed on the
Company, the Company may not meet its cash distribution objectives.

Rapid Growth
------------

         The Company may experience rapid growth. In this event, it will be
necessary for the Company to rapidly add a significant number of employees and
may be required to expend considerable efforts in training these new employees.
This growth will place strains on the Company's management resources and
facilities. The Company's success will, in part, be dependent upon the ability
of the Company to manage growth effectively.

Dependence on Senior Management
-------------------------------

         The Company's future performance will depend to a significant extent
upon the efforts and abilities of key management personnel. The Company does not
have a life insurance policy on any of its officers and key employees or
employment contracts with them. The loss of service of one or more of the
Company's key management personnel could have an adverse effect on the Company's
business. The Company's success and plans for future growth will also depend in
part on management's continuing ability to hire, train and retain skilled
personnel in all areas of its business.

         The key management personnel may be subject to licensing and approval
by governmental entities and may not be approved or may be expelled from those
positions by these governmental entities.

Competition
-----------

         The casino gaming business and related activities are highly
competitive. In the casino gaming industry, barriers to entry are relatively low
and the risk of new competitors entering the market is high. Certain existing
competitors of the Company have substantially greater resources than the
competitors that may enter the market. Further expansion of gaming opportunities
could also significantly and adversely affect the Company's business. In
particular, the expansion of casino gaming in or near the geographic areas from
which the Company attracts or expects to attract a significant number of
customers could have a material adverse effect on the Company's business. The
Company expects that it will experience significant competition as the casino
industry matures. "Business - Competition".

         Many large competitors have budgets, marketing staffs and financial and
other resources which significantly surpass the resources of the Company.

                                       19

<PAGE>

Risks Associated With the Company
---------------------------------

         INDEMNIFICATION. The Company's Certificate of Incorporation and By-Laws
limit the liability of its directors, officers and employees of the Company, and
provides for indemnification of the directors and offices to such extent. See
"Management-Limited Liability and Indemnification". The Company may also obtain
liability insurance. These measures will provide additional protection to the
directors and officers of the Company against liability in connection with
certain actions and omissions.

         CONFLICTS OF INTEREST. There are anticipated conflicts of interest
between the Company and its stockholders, and there may be potential conflicts
of interest involving the Company and its stockholders, some of which may affect
the planned business activities of the Company. The Board of Directors will
attempt to resolve any conflict of interest situation which may arise and which
is brought to the attention of the Board of Directors on a case-by-case basis.
See "Conflicts of Interest".

         NON-ARM'S LENGTH TRANSACTIONS. The Company may engage in transactions
with its officers, directors and shareholders and their related companies. Such
transactions may be considered as not having occurred at arm's length. The
Company may do business with such persons in the future, but intends to contract
with them on the same basis and upon no more favorable terms than could be
obtained from persons not affiliated with the Company. See "Use of Proceeds",
and "Conflicts of Interest."

         DIVIDENDS. There can be no assurance that the proposed operations of
the Company will result in sufficient revenues to enable the Company to continue
to operate at profitable levels or to generate positive cash flow to enable the
Company to pay cash dividends to its shareholders. See "Description of Capital
Stock".

         DEPENDENCE ON ADDITIONAL CAPITAL. There can be no assurance, however,
that adequate financing will be available on terms satisfactory to the Company,
if at all. Failure by the Company to obtain sufficient additional capital in the
future could limit the Company's ability to implement its business strategy.
Further debt financings, if available, may result in increased interest and
amortization expense, increased leverage, decreased income available to fund
further acquisitions and expansion, and may limit the Company's ability to
withstand competitive pressures and render the Company more vulnerable to
economic downturns. Future equity financings may dilute the equity interest of
existing stockholders.

Any Failure by us to Successfully Expand our Operations Would have a Material
-----------------------------------------------------------------------------
Adverse Effect on Us.
---------------------

         Any failure by us to successfully expand our operations to accommodate
increases in demand and customer orders would have a material adverse effect on
our business prospects, financial condition and operating results. Under such
circumstances, the material adverse effects may include, among other things, an
inability to increase net sales in accordance with the expectations of
securities analysts and investors; increases in costs that we may incur to meet
customer expectations; increases in expenses if we are required to make
additional capital expenditures to improve our marketing systems; loss of
customer loyalty and repeat business from customers if they become dissatisfied
with our services; and damage to our reputation and brand image arising from
uncertainty with respect to our operations. The occurrence of one or more of
these events would be likely to cause the market price of our securities to
decline further.

The Loss of the Services of One or More of our Key Personnel, or Our Failure to
-------------------------------------------------------------------------------
Attract, Assimilate and Retain other Highly Qualified Personnel in the Future,
------------------------------------------------------------------------------
could disrupt our Operations and Result in a Reduction in Net Sales
-------------------------------------------------------------------

         The loss of the services of one or more of our key personnel could
seriously interrupt our business. We depend on the continued services and
performance of our senior management and other key personnel and consultants,
particularly Benjamin Perry, our Chief Executive Officer and Chairman of the
Board. Our future success also depends upon the continued service of our
executive officers and other key sales, marketing and support personnel. Our
relationships with our officers and key employees are generally at will. We do
not have "key person" life insurance policies covering any of our employees.

                                       20

<PAGE>

We Have Incurred Net Losses and May Incur Losses in the Future; We Have an
--------------------------------------------------------------------------
Accumulated Deficit
-------------------

         We have incurred substantial net losses and have an accumulated deficit
of approximately $22,402,892 at December 31, 2002. There can be no assurance
that we will be able to achieve and maintain profitability long enough to
recover the accumulated deficit. Significant expenditures have been made to
build the infrastructure necessary to support the Company's operations,
financial services operations, market and create new customers. Results of
operations will depend on numerous factors, including, without limitation, the
following:

         -        revenue generation from gaming services;
         -        market acceptance of services;
         -        marketing, origination and servicing costs for our lottery and
                  gaming receivables;
         -        availability of additional financing; and
         -        performance of our receivables.

We May be Unable to Meet Our Additional Liquidity Requirements
--------------------------------------------------------------

         There is no assurance that we will be able to meet our future liquidity
requirements. We have a substantial ongoing need for liquidity to finance our
operations, and this need is expected to increase along with the growth in our
business. Our primary operating cash requirements include the marketing and
servicing of our gaming and ongoing administrative expenses. We fund our cash
requirements through a combination of cash flow from operations, asset sales and
securitizations, loans and other financing transactions. In the event additional
financing is unavailable to us and additional gaming services are not retained,
our ability to operate our business will be limited and our financial condition,
operating results or cash flows could be materially adversely affected.

We May Not Generate Sufficient Cash Flows to Cover Our Operating Costs
---------------------------------------------------------------------

         We are primarily in the business of providing gaming services to
relatively new casinos.

Because the Market For Our Gaming Services is Limited, We May Not be Able to
----------------------------------------------------------------------------
Obtain Financing
----------------

We May Not be Able to Manage Our Growth or Obtain the Resources Necessary to
----------------------------------------------------------------------------
Achieve Our Growth Plans
------------------------

         If we cannot manage our growth, we may experience fluctuations in net
income or sustain net losses. The Company is again in a development state and
has not general internal cash flow in the gaming industry. As of the date of
this report, revenues are still insufficient to meet ongoing cash needs.
Management anticipates meaningful growth in revenues. This growth, however, will
depend on numerous factors, including the following

         -        generation of new casino customers that utilize our gaming
                  services;
         -        acceptance of our gaming services by third party lenders;
         -        ability to maintain a high qualify of customer service; and
         -        recruitment, motivation and retention of qualified gaming
                  personnel.

         Sustained growth also may require implementation of enhancements to our
operational and gaming systems and additional management, operational and
financial resources. There can be no assurance that we will be able to manage
our expanding operations effectively or to maintain a level of cash flows, or
that we will be able to maintain or accelerate our growth. Our failure of to
manage growth could harm our results of operations or financial condition.

Our Quarterly Operating Results May Fluctuate, Which May Affect Our Ability to
------------------------------------------------------------------------------
Finance Our Growth and Operations
---------------------------------

         The timing of payments, acquiring new casino clients and the timing of
receivables can affect the timing of recorded income and result in periodic
fluctuations in our quarterly operating results, as well as affecting our cash
requirements.

                                       21

<PAGE>

Fluctuations in Economic Conditions Could Adversely Affect Our Business
-----------------------------------------------------------------------

         During strong economic cycles, available credit, including consumer
credit, generally increases gaming activity. During periods of economic slowdown
and recession, such activity generally decreases. No assurances can be given
that demand for our gaming would not worsen in a weak economic cycle.

Going Concern
-------------

         The financial statements are presented on the basis that the Company is
a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business over a reasonable
length of time.

         At December 31, 2002, the Company had a deficit in working capital of
$1,874,298, a loss from operations for the year ended December 31, 2002, of
$4,292.217 and an accumulated deficit of $22,402,892 from October 21, 1999, the
date of inception of Junum.com, Inc. through December 31, 2002.

         Management believes that current plans to change the Company's
operations to gaming services and a combination of its financing and capital
raising plans will provide sufficient working capital to allow the Company to
continue as a going concern.

Need for Additional Financing
-----------------------------

         The Company may require substantial additional financing to complete
the capitalization of its business plan. The additional financing will be used
primarily for marketing to establish brand recognition. The Company can give no
assurance that it will successfully negotiate or obtain additional financing, or
that it will obtain financing on terms favorable or acceptable to it. The
Company's ability to obtain additional capital depends on market conditions, the
global economy and other factors outside its control. If the Company does not
obtain adequate financing or such financing is not available on acceptable
terms, the Company's ability to finance its expansion, develop or enhance
products or services or respond to competitive pressures would be significantly
limited. The Company's failure to secure necessary financing could have a
material adverse effect on its business, prospects, financial condition and
results of operations.

Developing Market; Unproven Acceptance of the Company's Services
----------------------------------------------------------------

         The markets for the Company's services have only recently begun to
develop and are rapidly evolving and may be characterized by an increasing
number of market entrants who have introduced or developed similar gaming
services. As is typical in the case of a new and rapidly evolving industry,
demand and market acceptance for recently introduced products and services are
subject to a high level of uncertainty and risk. If the market fails to develop,
develops more slowly than expected or becomes saturated with competitors, or if
the Company's services do not achieve or sustain market acceptance, the
Company's business, operating results and financial condition will be materially
and adversely affected.

ITEM 7.  FINANCIAL STATEMENTS.
         ---------------------

         The consolidated financial statements of the Company for its fiscal
year ended December 31, 2002 and 2001, and the report thereon of Smith & Company
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 the independent certified public accountants of the
Company.

                                       22

<PAGE>

                                    PART III

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

         The directors and officers of the Company as of December 31, 2002, are:

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

         Benjamin Perry          49       Chief Executive Officer, President and
                                          Director

         Patrick O. Rogers       45       Treasurer, Secretary and Director

         Mr. Benjamin Perry became the Chief Executive Officer, President and a
director of the Company on December 31, 2002. From May 2002 to the present, he
has been the Chief Executive Officer, President and a director of WinWin, Inc.,
a Nevada corporation that was recently acquired by the Company 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.

         Mr. Patrick O. Rogers became the Treasurer, Secretary and a director of
the Company on December 31, 2002. From May 2002 to the present, he has been the
Chairman of WinWin, Inc., a Nevada corporation recently
acquired by the Company 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 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. Mr. Rogers
attended Pierie College in Woodland Hills, California.

                                       23

<PAGE>

Item 10. Executive Compensation
         ----------------------

         The following table discloses compensation during the year ended
December 31, 2002, for the former and present Chief Executive Officer and
President of the Company.

<TABLE>
<CAPTION>
                                                                                   Long-Term Compensation(2)
                                                                            ---------------------------------------
                                       Annual compensation(1)                       Awards                Payouts
                                   ---------------------------------------  --------------------------  -----------
                                                                Other                     Securities
Name and                                                        Annual      Restricted    Underlying                    All Other
Principal                                                       Compen-       Stock        Options/        LTIP          Compen-
Position                 Year      Salary           Bonus       sation       Awards(3)       SARs         Payouts        sation
----------------------   ----     ---------       ----------   ----------   -----------   -----------    ----------    -----------
<S>                      <C>       <C>            <C>          <C>          <C>           <C>            <C>            <C>
David B. Coulter
former Chief
Executive Officer
and Director             2002      $64,000        $       0    $       0    $        0    $        0     $       0      $  19,709

Benjamin Perry
Chief Executive
Officer and
President                2002      $     0        $       0    $       0    $        0    $        0     $       0      $       0
</TABLE>

(1)      Mr. Coulter, the former Chief Executive Officer and President of the
         Company, had an employment agreement dated November 15, 1999, with the
         Company that provided for an annual salary of $130,000, increasing 10%
         per year during the five year term of the agreement, warrants to
         purchase 330,000 shares of Common Stock per year exercisable at $1.00
         per share, and a car allowance of $700 per month.

Stock Plan Committee
--------------------

         A Stock Plan Committee of the Board of Directors administers the
Company's stock option, SAR, and stock bonus plans (the "Plans"). Mr. Coulter
formerly served as the sole member of the Committee during fiscal 2002. New
members of the committee for the Plans have not been selected as of December 31,
2002.

Other Committees
----------------

         The Company does not have an audit committee, compensation committee,
nominating committee, an executive committee of the Board of Directors, or any
other committees. However, the Board of Directors may establish various
committees in the future.

Benefit Plans
-------------

         The Company does not have any pension plan, profit sharing plan, or
similar plans for the benefit of its officers, directors or employees. However
the Company may establish such plans in the future.

Board Compensation
------------------

         Directors of the Company did not receive any compensation in their
capacity as directors during the fiscal year ended December 31, 2002.

                                       24


<PAGE>

Compliance with Section 16(a) of the Securities Exchange Act
------------------------------------------------------------

         Section 16(a) of the Exchange Act required the Company's executive
officers and directors, and person who beneficially own more than ten percent of
the Company's 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
the Company with copies of all Section 16(a) forms they file. Based on its
review of the copies of such forms received by it, the Company believes that
during the year ended December 31, 2002, 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, 2002. The Company further believes that its
former CEO, David Coulter, may have failed to report all acquisitions and sales
of Common Stock as required under Section 16, and did not account for
short-swing profits as required under Section 16. The Company is currently
investigating this matter.

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. The Certificate limits the liability of the directors to the
Company or its stockholders (in their capacity as directors but not in their
capacity as officers) to the fullest extent permitted by Section 102(a).
Specifically, directors of the Company 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 the
Company or its 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 the Company's Certificate of Incorporation
provides that the Company shall indemnify its 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 a director of the Company shall be eliminated
or limited to the fullest extent permitted by the DGCL, as so amended.

         Inasmuch as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, or otherwise, the
Company has been informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the

                                       25

<PAGE>

Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense or any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company 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
-----------

         The Company retains consultants to the extent necessary and
appropriate. The Company will not delegate its 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 the Company
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 the Company's Common Stock by the officers and directors of the
Company and by its directors and executive officers as a group as of December
31, 2002.

Name of Shareholder                 Number of Shares         Percentage of Class
-------------------                 ----------------         -------------------

Benjamin Perry                              0                        0%
9903 Santa Monica Blvd.
Beverly Hills, CA 90212

Patrick O. Rogers                           0                        0%
2804 Whispering Wind Drive
Las Vegas, NV 89117

Directors and officers
as a group (2 persons)                      0                        0%

----------

         The following table sets forth information with respect to the
beneficial ownership of the Company's Common Stock by each shareholder who
beneficially owns more than five percent (5%) of the Company's Common Stock, the
number of shares beneficially owned by each and the percent of outstanding
Common Stock so owned of record as of December 31, 2002.

<TABLE>
<CAPTION>
                                                              SHARES OF                 PERCENT
                                                              OUTSTANDING               BENEFICIALLY
NAME AND ADDRESS (1)                TITLE OF CLASS            COMMON STOCK              OWNED
--------------------                --------------            ------------              -----
<S>                                 <C>                       <C>                       <C>
David B. Coulter                    Common Stock              9,098                     36.2%
6477 Fairwind Circle
Huntington Beach, CA 92748

Emanuel M. Freedman                 Common Stock              9,370                     37.3%
650 Harbor Street #1
Venice, CA 90291

Cede & Co.                          Common Stock              5,538                     22.1%
P.O. Box 222
Bowling Green Station
New York, NY 10274
</TABLE>

                                                   26

<PAGE>

----------

(1)      Except as otherwise noted, it is believed by the Company that all
         persons have full voting and investment power with respect to the
         shares indicated. Under the rules of the Securities and Exchange
         Commission, a person (or group of person) is deemed to be a "beneficial
         owner" of a security if he or she, directly or indirectly, has or
         shares the power to vote or to direct the voting of such security, or
         the power to dispose of or to direct the disposition of such security.
         Accordingly, more than one person may be deemed to be a beneficial
         owner of the same security. A person is also deemed to be a beneficial
         owner of any security which that person has the right to acquire within
         60 days, such as options or warrants to purchase the Common Stock of
         the Company.

(2)      The shares of Common Stock held by Mr. Coulter are subject to a proxy
         to vote his shares based upon a Voting Agreement and Irrevocable Proxy
         granted to Mr. Emanuel M. Freedman. This Agreement does not affect the
         power of Mr. Coulter to sell his stock to non-affiliated parties, nor
         affect his power to vote his shares regarding any shareholder proposals
         regarding the sale or merger of the Company.

(3)      Includes (i) 20 shares of Common Stock of the Company owned directly by
         Mr. Freedman; (ii) 100 shares of Common Stock owned by Langmore Ltd.,
         an affiliated company; (iii) 9.098 shares of Common Stock owned by
         David B. Coulter over which he has proxy rights; and (iv) 152 shares of
         Common Stock issuable upon the conversion of debenture and the exercise
         of warrants held by Mr. Freedman.

(4)      Cede & Company is a depository that holds securities as nominee for
         various broker-dealers and others to facilitate stock transfers.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
         -----------------------------------------------

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

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

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

Form 8-K reports
----------------

         A Form 8-K report was filed by the Company for the last quarterly
period effective December 31, 2002 covering Item 1, Item 2 and Item 5 of Form
8-K regarding the proposed acquisition of WinWin Inc. by the Company.

         A Form 8-K report was filed by the Company on October 4, 2002, covering
Item 5 regarding a 1-for-100 reverse stock split of the Common Stock of the
Company.

         A Form 8-K report was filed by the Company on October 24, 2002,
covering Item 5 regarding the removal of David Coulter as director of the
Company; and covered the return of its non-performing debt portfolio to the
original seller and the cancellation of the Series C Preferred Stock previously
issued to such seller.

                                       27

<PAGE>

Exhibits - Index to Exhibits
----------------------------

Exhibit No                            Description
----------                            -----------

3.1               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               Bylaws of the Company are incorporated herein by reference to
                  the Company's (SEC File No. 33-57998-D) Form SB-2 registration
                  statement filed April 29, 1993, Item 27(a), Exhibit 3.2.

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.

                                       28

<PAGE>

3.11              Bylaws of the Company are incorporated herein by reference to
                  the Company's (SEC File No. 33-57998-D) Form SB-2 registration
                  statement filed, April 29, 1993, Item 27(a), Exhibit 3.2.

10.      Material Contracts

         10.1     Junum 2001 Consultant Compensation Plan attached as exhibit
                  4.2 of the Company's Form S-8 registration statement filed
                  March 9, 2001 (SEC File No. 333-49358) is incorporated herein
                  by reference to its Consultant Compensation Plan filed
                  November 6, 2000, Exhibit 4.2.

         10.2     Junum Incorporated Amended and Restated 2001 Consultant
                  Compensation Plan is incorporated herein by reference to the
                  Company's Form S-8 registration statement filed on March 9,
                  2001 (SEC File No. 333-49358).

         10.3     Amendment No. 1 to the Junum Incorporated Amended and Restated
                  2001 Consultant Compensation Plan is incorporated herein by
                  reference to the Company's Form S-8 registration statement
                  filed on May 1, 2001 (SEC File No. 333-49358).

         10.4     Amendment No. 2 to the Junum Incorporated Amended and Restated
                  2001 Consultant Compensation Plan is incorporated herein by
                  reference to the Company's Form S-8 registration statement
                  filed on August 1, 2001 (SEC File No. 333-49358).

         10.5     Amendment No. 3 to the Junum Incorporated Amended and Restated
                  2001 Consultant Compensation Plan is incorporated herein by
                  reference to the Company's Form S-8 registration statement
                  filed on October 3, 2001 (SEC File No. 333-49358).

         10.6     Junum Incorporated 2002 Consultant Compensation Plan is
                  incorporated by reference to Exhibit 4.2 of the Company's Form
                  S-8 registration statement filed on January 11, 2002 (SEC File
                  No. 333-76608).

         10.7     Junum Incorporated 2002 Stock Option, SAR and Stock Bonus
                  Consultant Plan is incorporated by reference to Exhibit 10.1
                  to the Company's Form S-8 registration statement filed March
                  25, 2002 (SEC File No. 84830)

                                       29

<PAGE>

         10.8     Consultant Agreement dated April 1, 2002 with Patricia Marti,
                  relating to operational performance and efficiency is
                  incorporated bu reference to Exhibit 10.11 to the Company's
                  Form 10-KSB annual report for its fiscal year ended December
                  31, 2001.

         10.9     Warrant Agreement dated January 2, 2002 with Patricia Marti is
                  incorporated by reference to Exhibit 10.12 to the Company's
                  Form 10-KSB annual report for its fiscal year ended December
                  31, 2001.

         10.10    Warrant Agreement dated March 1., 2002 with Patricia Marti is
                  incorporated by reference to Exhibit 10.13 to the Company's
                  Form 10-KSB annual report for its fiscal year ended December
                  31, 2001.

         10.11    Reimbursement Agreement dated March 25, 2002 with GCH Capital
                  Ltd. is incorporated by reference to Exhibit 10.14 to the
                  Company's Form 10-KSB annual report for its fiscal year ended
                  December 31, 2001.

         10.12    Consulting Agreement dated January 1, 2002 with Ted L.
                  Sanborn, regarding relations with corporate partners is
                  incorporated by reference to Exhibit 10.19 to the Company's
                  Form 10-KSB annual report for its fiscal year ended December
                  31, 2001.

                                       30

<PAGE>

         10.13    Consulting Agreement with Kate Greenberg dated January 15,
                  2002 is incorporated by reference to Exhibit 10.23 to the
                  Company's Form 10-KSB annual report for its fiscal year ended
                  December 31, 2001.

         10.14    Warrant Agreement with Greenberg dated January 2, 2002 is
                  incorporated by reference to Exhibit 10.24 to the Company's
                  Form 10-KSB annual report for its fiscal year ended December
                  31, 2001.

         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    Consultant Agreement with KNG Consulting, LLC dated March 1,
                  2002 is incorporated by reference to Exhibit 10.27 to the
                  Company's Form 10-KSB annual report for its fiscal year ended
                  December 31, 2001.

         10.17    Warrant dated March 1, 2002, issued to KNG Consulting, LLC is
                  incorporated by reference to Exhibit 10.28 to the Company's
                  Form 10-KSB annual report for its fiscal year ended December
                  31, 2001.

         10.18    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.

                                       31

<PAGE>

         10.19    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.

         10.20    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.

         10.21    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.

         10.22    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.

         10.23    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.

         10.24    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.

         10.25    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.

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.

21.               A description of the subsidiaries of the Company

99.1              Certification of Benjamin Perry

99.2              Certification of Patrick Rogers

99.3              Certification of Benjamin Perry and Patrick Rogers


ITEM 14.  CONTROLS AND PROCEDURES
          -----------------------

          Our Chief Executive Officer and President and our Treasurer/chief
Financial officer are responsible for establishing and maintaining internal
Controls and have designed these controls to ensure that material information,
Financial or otherwise, relating to accounting and financial reporting of our
Operations and activities, including those of our consolidated subsidiaries,
Were made known to them in their capacities as executive officers, particularly
During the period that this report was prepared.  These executive officers have
Evaluated the effectiveness of our internal controls within the preceding 90
days of this Form 10-KSB annual report, having concluded that our internal
controls were fully effective as of the date of this report, and there were no
significant deficiencies or material weaknesses discovered and have reported
this conclusion to our auditors.  In conducting their evaluation of our internal
controls, these executive officers did not discover any fraud that involved
management or other employees who have a significant role in our internal
controls.  Furthermore, there were no significant changes in our internal
controls or in other factors that could significantly affect our internal
controls subsequent to the date of their evaluation.  Because no significant
deficiencies or material weaknesses were discovered, there were no necessary
corrective actions taken to correct significant deficiencies and material
weaknesses in our internal controls.


                                       32

<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-1
<PAGE>

                      WINWIN GAMING, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET


                                                                    December 31,
                                                                        2002
                                                                   -------------
         ASSETS
         ------
CURRENT ASSETS
   Cash in bank                                                    $          0
                                                                   -------------
                                      TOTAL CURRENT ASSETS                    0

PROPERTY, PLANT & EQUIPMENT                                                   0

OTHER ASSETS                                                                  0
                                                                   -------------
                                                                   $          0
                                                                   =============

         LIABILITIES & STOCKHOLDERS' (DEFICIT)
         -------------------------------------
CURRENT LIABILITIES
   Accounts payable                                                $    379,466
   Accrued expenses                                                     460,232
   Loans payable (Note 4)                                               159,600
   Convertible debentures (Note 4)                                      875,000
                                                                   -------------
                                 TOTAL CURRENT LIABILITIES            1,874,298

CONTINGENT LIABILITIES (Note 7)

STOCKHOLDERS' (DEFICIT) (Note 10)
   Preferred stock, issuable in series, $1,000 par value,
     10,000,000 authorized shares
       Series A convertible voting preferred stock,
         $1,000 par value, 25,000 shares authorized;
           None issued and outstanding                                        0
       Series B convertible non-voting preferred stock,
         $1,000 par value, 25,000 shares authorized;
           1,350 issued and outstanding                               1,350,000
       Series C convertible non-voting preferred stock,
         $1,000 par value, 25,000 shares authorized;
           None issued and outstanding                                        0
   Common stock, $0.01 par value, 50,000,000 authorized
       shares; 25,107 issued and outstanding                                251
   Additional paid in capital                                        19,178,343
   Accumulated deficit                                              (22,402,892)
                                                                   -------------
                             TOTAL STOCKHOLDERS' (DEFICIT)           (1,874,298)
                                                                   -------------

                                                                   $          0
                                                                   =============


See accompanying notes to the consolidated financial statements

                                      F-2
<PAGE>

<TABLE>
                           WINWIN GAMING, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF OPERATIONS


<CAPTION>
                                                                   December 31,   December 31,
                                                                       2002           2001
                                                                   ------------   ------------
<S>                                                                <C>            <C>
General and administrative expenses                                $  (643,428)   $(1,423,403)
Amortization of goodwill                                              (348,622)      (124,978)
                                                                   ------------   ------------
                                       NET OPERATING LOSS             (992,050)    (1,548,381)

Other Income (expenses)
   (Loss) from discontinued operations(revenues
     of $3,146,274 in 2002 and $416,656 in 2001)                    (1,525,513)    (7,048,788)
   Net (loss) on disposal of subsidiary                             (1,465,029)             0
   Interest expense                                                   (309,625)      (339,519)
                                                                   ------------   ------------

                             NET LOSS BEFORE INCOME TAXES           (4,292,217)    (8,936,688)

Income tax expense                                                           0              0
                                                                   ------------   ------------

                                                 NET LOSS          $(4,292,217)   $(8,936,688)
                                                                   ============   ============


Basic and diluted net (loss) per weighted average share (Note 1)
   Net operating loss                                              $    (55.67)   $   (118.11)
   Discontinued operations                                             (127.90)       (440.96)
                                                                   ------------   ------------

                                                    TOTAL          $   (183.57)   $   (559.07)
                                                                   ============   ============

Weighted average number of common shares used to
   compute net income per weighted average share                        23,382         15,985
                                                                   ============   ============
</TABLE>

See accompanying notes to the consolidated financial statements

                                           F-3
<PAGE>

<TABLE>
                                                WINWIN GAMING, INC. AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                      FOR THE PERIOD FROM OCTOBER 21, 1999 TO DECEMBER 31, 2002
<CAPTION>

                                                      Common Stock
                                                 Par Value $0.01 (Note A)
                                ---------------------------------------------------------                Additional      Retained
                                                  Shares                      Committed   Subscriptions    Paid-in       Earnings
                                   Shares       Committed       Amount          Amount      Receivable     Capital      (Deficit)
                                ------------   ------------   ------------   ------------  ------------  ------------  -------------
<S>                             <C>            <C>            <C>            <C>           <C>           <C>           <C>

Balances at 12/31/00 (restated)       6,655          3,501    $        66    $        35   $(2,600,000)  $ 7,507,917   $ (8,957,987)

Issuance of committed stock           3,071         (3,071)            31            (31)                     61,382
Convert Series A preferred            9,320                            93                                  1,845,907
Forfeit Series A preferred                                                                                   500,000
Sale of Series C preferred
Issuances for European
     Shareholder loyalty
     program                            785                             8                                  3,580,862
Stock issued with 12%
     debentures                          99                             1                                     91,666
Conversion of 11%
     debentures                          31                             1                                     91,666
Stock issued for services             1,426                            14                                  3,403,695
Subscriptions received                                                                         632,093
Net Loss                                                                                                                 (8,936,688)

                                ------------   ------------   ------------   ------------  ------------  ------------  -------------
Balances at 12/31/01                 21,387            430            214              4    (1,967,907)   17,083,095    (17,894,675)

Reclassification of
     Series B Preferred                                                                                     (600,000)
Recision of Series C Preferred
Issuance of Common stock                430           (430)             4             (4)
Subscriptions received                                                                       1,967,907
Preferred Stock
      dividend issued                 1,271                            13                                    215,987       (216,000)
Stock issued for services             2,019                            20                                  2,479,261

Net Loss                                                                                                                 (4,292,217)
                                ------------   ------------   ------------   ------------  ------------  ------------  -------------

Balances at 12/31/02                 25,107              0    $       251    $         0   $         0   $19,178,343   $(22,402,892)
                                ============   ============   ============   ============  ============  ============  =============

(TABLE SPLIT AND CONTINUED BELOW)

                                                                F - 4a
<PAGE>

                                    Preferred Stock "A"           Preferred Stock "B"         Preferred Stock "C"
                                       Par Value $1,000             Par Value $1,000            Par Value $1,000
                                ---------------------------   ---------------------------  --------------------------
                                   Shares         Amount         Shares        Amount         Shares         Amount
                                ------------   ------------   ------------   ------------  ------------  ------------

Balances at 12/31/00 (restated)        2,346   $ 2,346,000            750    $   750,000         5,100   $ 5,100,000

Issuance of committed stock
Convert Series A preferred            (1,846)   (1,846,000)
Forfeit Series A preferred              (500)     (500,000)
Sale of Series C preferred                                                                          40        40,000
Issuances for European
     Shareholder loyalty
     program
Stock issued with 12%
     debentures
Conversion of 11%
     debentures
Stock issued for services
Subscriptions received
Net Loss

                                ------------   ------------   ------------   ------------  ------------  ------------
Balances at 12/31/01                      0              0            750        750,000         5,140     5,140,000

Reclassification of
     Series B Preferred                                               600        600,000
Recision of Series C Preferred                                                                  (5,140)   (5,140,000)
Issuance of Common stock
Subscriptions received
Preferred Stock
      dividend issued
Stock issued for services

Net Loss
                                ------------   ------------   ------------   ------------  ------------  ------------

Balances at 12/31/02                      0    $         0          1,350    $ 1,350,000             0   $         0
                                ============   ============   ============   ============  ============  ============

See accompanying notes to the consolidated financial statements

                                                                F - 4b
</TABLE>
<PAGE>

<TABLE>
                           WINWIN GAMING, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS


<CAPTION>
                                                          December 31,   December 31,
                                                             2002            2001
                                                          ------------   ------------
<S>                                                       <C>            <C>
OPERATING ACTIVITIES
   Net loss                                               $(4,292,217)   $(8,936,688)
   Adjustments to reconcile net income to cash
     used by operating  activities:
       Depreciation and amortization                          543,444        373,360
       Stock issued for expenses                            2,479,281      6,984,579
       Loss (gain) on disposal of assets                    1,465,029         85,720
   Changes in assets and liabilities:
       Accounts receivable - trade                                650         30,198
       Other receivables                                            0         46,384
       Prepaid expense                                              0         29,053
       Deposits                                                     0         85,047
       Accounts payable                                    (1,137,076)       241,903
       Accrued expenses                                      (562,480)       310,775
                                                          ------------   ------------
                                          NET CASH USED
                                BY OPERATING ACTIVITIES    (1,503,369)      (749,669)

INVESTING ACTIVITIES
   Purchase of equipment                                            0       (105,559)
   Costs of registering patents                                     0        (46,126)
   Costs of intangible assets                                       0       (348,622)
                                                          ------------   ------------
                                          NET CASH USED
                                BY INVESTING ACTIVITIES             0       (500,307)

FINANCING ACTIVITIES
   Proceeds from issuance of notes payable                          0        100,000
   Payments on notes payable                                 (265,000)      (320,400)
   Payments on capital leases                                 (35,961)       (14,142)
   Proceeds from convertible debentures                             0        835,420
   Payments on convertible debentures                        (175,000)       (50,000)
   Stock subscriptions received                             1,967,907        632,093
   Sale of preferred stock                                          0         40,000
                                                          ------------   ------------
                                      NET CASH PROVIDED
                                BY FINANCING ACTIVITIES     1,491,946      1,222,971
                                                          ------------   ------------

                        INCREASE (DECREASE) IN CASH AND
                                       CASH EQUIVALENTS       (11,423)       (27,005)

   Cash and cash equivalents at beginning of period            11,423         38,428
                                                          ------------   ------------
                                CASH & CASH EQUIVALENTS
                                       AT END OF PERIOD   $         0    $    11,423
                                                          ============   ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for:    Interest                                $    29,880    $   112,511
                  Taxes                                             0              0
</TABLE>

NONCASH INVESTING AND FINANCING ACTIVITIES
During 2002 the Company issued 600 shares of Series B Preferred Stock to correct
an amount of $600,000 which had previously been recorded as paid-in capital. 430
shares of common stock that had previously been committed were issued. 1,271
shares of common stock were issued as a dividend to Series B Preferred
Shareholders

During 2001, 31 shares of common stock were issued upon conversion of $91,667 in
11% convertible debentures. 3,071 shares of common stock that had previously
been committed were issued. 1,846 shares of series A preferred stock were
converted into common stock. 500 shares of Series A Preferred Stock were
forfeited upon termination of an employee.


See accompanying notes to the consolidated financial statements.

                                      F-5
<PAGE>


                      WINWIN GAMING, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2002


NOTE 1:         SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

                Organization and Business
                -------------------------
                WinWin Gaming, Inc., a Delaware corporation, formerly called
                Junum Incorporated, was formerly a technology-based financial
                services company specializing in providing credit management and
                related services to consumers and small business. The Company
                was previously engaged in the business of assisting its members
                in evaluating and improving the accuracy of their credit
                reports. In September 2002, the Company discontinued all of its
                financial service operations. Because of its default on its
                outstanding senior secured debt, the lender foreclosed on its
                collateral and the Company transferred its assets to the lender.
                In December 2002, the Company sold its subsidiary Junum.com,
                Inc., to a creditor, A.J. Marketing Group, Ltd., in exchange for
                forgiveness of approximately $300,000 in debt. At the time,
                Junum.com, Inc., had substantially no assets, and approximately
                $4,000,000 of liabilities, and Junum.com had discontinued all
                operations. Effective December 31, 2002, the Company changed its
                name to WinWin Gaming, Inc. The Company presently is a lottery
                and gaming operations company. The Company and/or its various
                alliance partners have been offered licenses from various
                governments around the world to develop, operate and market
                lotteries, land-based casinos and internet lottery and gaming
                sites. The Company offers a complete "turn-key" service
                providing funding, equipment, training, management and
                marketing, for lottery and gaming operations.

                Basis of Presentation
                ---------------------
                These consolidated financial statements include the results of
                the operations of its former subsidiary Junum.com for the years
                ended December 31, 2002 and 2001, reflected as "(loss) from
                discontinued operations". The Company re-entered the development
                stage effective December 31, 2002 with the sale of its sole
                operating subsidiary.

                At December 31, 2002, the Company has six subsidiaries, all
                Nevada corporations: NextTech, Inc., Voleran, Inc., Junum
                Intelletual Property, Inc., Junum Financial Services, Inc. Junum
                Company, Inc., and Junum Europe, Ltd. All of these subsidiaries
                were and are inactive although several held some minimal assets.
                Subsequently, the Company acquired WinWin Acquisition Corp., and
                its subsidiary, WinWin, Inc., both Nevada corporations, which
                are presently wholly owned subsidiaries of the Company.

                On October 4, 2002, a majority of the shareholders approved a 1
                for 100 shares reverse stock split, effective December 31, 2002.
                On December 31, 2002, a majority of the shareholders approved an
                additional 1 for 20 shares reverse stock split effective March
                31, 2003. All common stock number in these financial statements
                have been restated to reflect these reverse stock splits as if
                they had been effective on the earliest date reflected therein.

                Accounting Methods
                ------------------
                The Company recognizes income and expenses based on the accrual
                method of accounting.

                Dividend Policy
                ---------------
                The Company has not yet adopted any policy regarding payment of
                dividends in cash.

                                      F-6
<PAGE>

                      WINWIN GAMING, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2002

NOTE 1:         SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

                Revenue Recognition
                -------------------
                Revenue is recognized monthly as services are invoiced.

                Cash and Cash Equivalents
                -------------------------
                The Company places its cash with high credit quality
                institutions. The Federal Deposit Insurance Corporation ("FDIC")
                insures cash accounts at each institution for up to $100,000.
                From time to time, the Company maintains cash balances in excess
                of the FDIC limit.

                Earnings per share
                ------------------
                Basic loss per share is computed by dividing net loss available
                to common stockholders by the weighted average number of shares
                outstanding during the periods presented. No diluted loss per
                share amounts are disclosed because their effect is
                antidilutive. Stock options and warrants to purchase shares of
                common stock that were outstanding during 2002 and 2001, which
                were not included in the computation of diluted loss per share
                because the effect would have been antidilutive, were 3,260 and
                7,130, respectively.

                Advertising
                -----------
                Advertising costs are expensed as incurred. During the periods
                ended December 31, 2002 and 2001, advertising expenses totaled
                $482,035 and $138,705, respectively.

                Estimates
                ---------
                The preparation of financial statements in conformity with
                generally accepted accounting principles requires management to
                make estimates and assumptions that affect the reported amounts
                of assets, liabilities, revenues, and expenses during the
                reporting period. Estimates also affect the disclosure of
                contingent assets and liabilities at the date of the financial
                statements. Actual results could differ from these estimates.
                Such estimates of significant accounting sensitivity are
                depreciation and allowance for doubtful accounts.

                Stock-Based Compensation
                ------------------------
                The Financial Accounting Standards Board issued Statement of
                Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting
                for Stock-Based Compensation," which defines a fair value based
                method of accounting for stock-based compensation. However, SFAS
                123 allows an entity to continue to measure compensation cost
                related to stock and stock options issued to employees using the
                intrinsic method of accounting prescribed by Accounting
                Principles Board Opinion No. 25 ("APB 25"), "Accounting for
                Stock Issued to Employees." Entities electing to remain with the
                accounting method of APB 25 must make pro forma disclosures of
                net income, as if the fair value method of accounting defined in
                SFAS 123 had been applied. The Company has elected to account
                for stock-based compensation to employees under APB 25.

                Segment Reporting
                -----------------
                The Company has adopted Statement of Financial Accounting
                Standards No. 131 ("SFAS 131"), "Disclosures about Segments of
                an Enterprise and Related Information." SFAS 131 establishes
                standards for the way public companies report information about
                operating segments and related disclosures about products and
                services, geographic areas and major customers in annual
                consolidated financial statements. The company views its
                operations and manages its business as principally one segment.

                Customer and Vendor Concentrations
                ----------------------------------
                During the reporting period the Company had no customer that
                accounted for more than 10% of the Company's net sales.

                                      F-7
<PAGE>

                      WINWIN GAMING, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2002


NOTE 1:         SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)

                Fair Value of Financial Instruments
                -----------------------------------
                Statement of Financial Accounting Standards No. 107 ("SFAS
                107"), "Disclosures about Fair Value of Financial Instruments",
                requires the disclosure of the fair value, if reasonably
                obtainable, of the Company's financial instruments. The
                Company's financial instruments consist of accounts payable and
                accrued expenses, notes payable, and notes payable to related
                parties. Management has determined that the fair values of the
                Company's financial instruments approximate their carrying
                values.

                Income Taxes
                ------------
                The Company records the income tax effect of transactions in the
                same year that the transactions enter into the determination of
                income, regardless of when the transactions are recognized for
                tax purposes. Tax credits are recorded in the year realized.

                The Company has adopted Statement of Financial Accounting
                Standards No. 109, Accounting for Income Taxes, which requires
                deferred tax balances to be adjusted to reflect the tax rates in
                effect when those amounts are expected to become payable or
                refundable.


NOTE 2:         RELATED PARTY TRANSACTIONS

                Effective December 31, 2002, the Company sold its subsidiary
                Junum.com, Inc., to a creditor A.J. Marketing Group, Ltd. The
                president of A.J. Marketing, Larry Reed, was also the President
                of the Company at the time of this transaction. The directors
                determined that the sales price was materially equivalent to an
                arms-length transaction.

NOTE 3:         INCOME TAXES

                No income tax expense (benefit) was recognized for the years
                ended December 31, 2002 and 2001. Such amounts differ from the
                amounts computed by applying the United States Federal income
                tax rate of 34% to loss before income taxes as a result of the
                following:
<TABLE>
<CAPTION>
                                                                     2002           2001
                                                                -------------   -------------
                <S>                                             <C>             <C>
                    Computed "expected" tax benefit             $ (1,459,354)   $ (3,038,474)
                    Decrease (increase) in income tax benefit
                      resulting from:
                         Change in valuation allowance for
                           deferred federal, state, and local
                           income tax assets                       1,459,354       3,038,474
                         State income taxes and other, net                 0               0
                                                                -------------   -------------
                                                                $          0    $          0
                                                                =============   =============

                The tax effects of temporary differences that give rise to a
                substantial portion of the deferred income tax assets are
                presented below:

                                                                     2002           2001
                                                                -------------   -------------
                    Net operating loss carryforwards            $ 22,402,892    $ 17,894,675
                                                                -------------   -------------

                           Total gross deferred tax assets        22,402,892      17,894,675
                           Less valuation allowance              (22,402,892     (17,894,675)
                                                                -------------   -------------
                           Net deferred tax assets              $          0    $          0
                                                                =============   =============
</TABLE>

                During the years ended December 31, 2002 and 2001, the Company
                made no Federal income tax payments.

                At December 31, 2002, the Company has approximately $22,400,000
                available in net operating loss carryforwards for income tax
                purposes. These carryforwards expire in 2015 through 2017. Due
                to the uncertainty about the Company's long-term ability to
                continue as a going concern, it is uncertain if the Company will
                be able to recognize any benefit from those carryforwards.


                                      F-8
<PAGE>

                      WINWIN GAMING, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2002


NOTE 4:         LOANS PAYABLE

                During 2002, the Company issued a 10% convertible debenture due
                March 4, 2003, in the amount of $50,000.

                During 2001, the Company issued 12% convertible debentures
                originally due February of 2002, and extended to June 30, 2002.
                196,963 shares of common stock were issued along with the
                debentures. Proceeds were allocated to the stock based on market
                value, with the remainder allocated to the debentures, resulting
                in the recording of a discount, which has been fully amortized.
                The balance, net of discount, is $650,000 at December 31, 2002.

                During 2001, the Company entered into an 8% note payable of
                $100,000 with a maturity date of June 7, 2002.

                In May and June 2000, the Company entered into convertible
                debenture agreements in which it agreed to issue to certain
                named investors 9% convertible debentures due six months after
                executing the agreement. Attached to each unit of $50,000 are
                warrants equaling 30,303 shares of common stock. The debentures
                were convertible upon issuance into registered shares of common
                stock at $1.65 per share. The balance outstanding at December
                31, 2000 was $235,000. Maturity dates ranged from January 5,
                2001 through January 20, 2001.

                During 2001 and 2000, the Company issued to certain investors
                11% convertible debentures due six months after executing the
                agreement. Attached to each unit of $50,000 are warrants
                equaling 33,333 shares of common stock. The debentures were
                convertible upon issuance into registered shares of common stock
                at $1.50 per share. The balance outstanding at December 31, 2002
                and 2001 was $175,000 and $400,000, respectively. Maturity dates
                ranged from March 29, 2001 through October 26, 2001, and were
                extended to June 30, 2002.


NOTE 5:         INCENTIVE STOCK OPTION PLAN / WARRANTS

                During 1999, the Company established an incentive stock option
                plan for employees and directors of the Company. The maximum
                number of shares to be issued under the plan is 1,000. The
                Company can also issue non-qualified stock options. The
                aggregate fair market value (determined at the grant date) of
                the shares to which options become exercisable for the first
                time by an optionee during any calendar year shall not exceed
                $565,000 for qualified options and $1,160,000 for non-qualified
                options. In the case of non-qualified stock options, the option
                price shall not be less than $500 per share, or at a price
                exceeding $500 per share at the discretion of the Committee.

                A summary of stock option transactions for the periods ended
                December 31, 2002 and 2001 is as follows:


<TABLE>
<CAPTION>
                                                 Options                       Warrants
                                      -----------------------------  -----------------------------
                                                        Weighted                      Weighted
                                                         Average                       Average
                                                     Exercise price                 Exercise price
                                          Shares        per share        Shares        per share
           Outstanding                -------------- --------------  -------------- --------------
<S>                                          <C>     <C>                    <C>     <C>
           December 31, 2000                  2,298  $       1,960           3,403  $       3,980
              Granted                           341          4,360           2,340          6,460
              Exercised                           -              -               -              -
              Canceled or expired            (1,252)        (1,960)              -              -
                                      -------------- --------------  -------------- --------------

           December 31, 2001                  1,387          2,550           5,743          4,990
              Granted                             3          1,360           2,056          1,360
              Exercised                           -              -          (1,170)         2,580
              Cancelled or expired               (3)        (1,360)         (4,756)         4,990
                                      -------------- --------------  -------------- --------------
           December 31, 2002                  1,387  $       2,550           1,873  $       2,511
                                      ============== ==============  ============== ==============
</TABLE>


                                      F-9
<PAGE>

                      WINWIN GAMING, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2002


NOTE 5:         INCENTIVE STOCK OPTION PLAN / WARRANTS (CONTINUED)

                All options and warrants are exercisable at December 31, 2002.

                The Company has adopted only the disclosure provisions of
                Financial Accounting Standard No. 123, "Accounting for
                Stock-Based Compensation" (FAS 123). Therefore, the Company
                continues to account for stock-based compensation under
                Accounting Principles Board Opinion No. 25, under which no
                compensation cost has been recognized. Had compensation cost for
                the stock based compensation been determined based upon the fair
                value of the awards at the grant date consistent with the
                methodology prescribed by FAS 123, the Company's net income
                (loss) and income (loss) per share would have been changed to
                the following pro forma amounts:

                                                        2002          2001
                                                    -------------  -------------
           Net income (loss)          As reported   $ (4,282,217)  $ (8,936,688)

                                      Pro forma      (22,743,675)   (24,046,949)
           Income (loss) per share:
              Basic and diluted       As reported        (183,57)       (559.07)
                                      Pro forma          (853.68)     (1,040.32)


                The fair value of options and warrants was estimated at the date
                of grant using the modified Black-Scholes option-pricing model
                with the following weighted-average assumptions for 2002 and
                2001: expected volatility of 101 percent and 120 percent,
                respectively; risk-free interest rate of 4.39 percent and 3.62,
                respectively; and expected life of 3 years. The weighted-average
                fair value of options granted was $0.05 and $0.44 in 2002 and
                2001, respectively.


NOTE 6:         EQUITY

                On December 31, 2000, in connection with a consulting agreement
                signed on November 15, 2000, the Company issued 1,350 shares of
                Series B non-voting convertible shares in exchange for
                consulting services provided by GCH Capital. Management
                estimated the fair value of the consulting services to be
                $1,350,000. The conversion rights shall commence to be effective
                at the earlier of (a) the shares of common stock issuable upon
                such conversion are registered on a registration statement which
                has been declared effective by the Securities and Exchange
                Commission, or (b) November 10, 2001. The holder of the Series B
                non-voting convertible preferred stock is entitled to convert
                each share of preferred stock, plus any declared but unpaid
                dividends, into shares of common stock based on $1,000 divided
                by the conversion price defined as the lesser of (i) 50% of the
                lowest closing price as reported by any securities exchange or
                market upon which the Company's shares of common stock are
                traded for 20 trading days immediately preceding the conversion
                date; (ii) 80% of the lowest per share price of any issuance of
                the Company' s shares of common stock or any securities
                convertible into shares of common stock prior to the conversion
                date; or (iii) $1,000 per share of common stock.

                In connection with issuance of the Series B non-voting
                convertible preferred stock, the Company has applied the
                recommendations of EITF Issue No. 98-5 00-27 "Accounting for
                Convertible Securities with Beneficial Conversion Features or
                Contingently Adjustable Conversion Ratios". Based on
                management's estimate of the fair value of the Company' s shares
                of common stock of $.60 per common share as of the date of the
                execution of the consulting agreement, and the minimum
                conversion price per common share of $.50, the beneficial
                conversion feature of the preferred shares was determined to be
                $150,000. Commencing with periods beginning January 1, 2001, the
                Company recognized $15,000 in preferred dividends per month over
                a 10 month period totaling $150,000 to account for the
                beneficial conversion feature of the preferred shares.

                                      F-10
<PAGE>

                      WINWIN GAMING, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2002


NOTE 6:         EQUITY (CONTINUED)

                On December 31, 2000, the Company issued 5,100 shares of Series
                C non-voting convertible preferred stock in exchange for a
                non-performing portfolio of approximately $352.5 million in
                credit card receivables with a purchase price of $5.1 million
                pursuant to an asset purchase agreement. The holder of the
                Series C non-voting convertible preferred stock was entitled to
                convert each share of preferred stock, plus any declared but
                unpaid dividends, into 1,000 shares of common stock with the
                prior written consent of the Company on or after December 31,
                2002, upon certain performance measurements.

                Notwithstanding the preceding conditions, the Company had the
                right, at any time subsequent to November 15, 2002, to redeem
                the preferred shares for a price of $.10 per share, provided
                that the Company receives and collects less than $4.9 million in
                net collections from the credit card receivables. This
                transaction was rescinded in November 2002.

NOTE 7:         COMMITMENTS AND CONTINGENCIES

                At December 31, 2002, the Company sold its subsidiary Junum.com,
                Inc., which had payroll tax and other liabilities totaling
                approximately $2 million. The Company may be held liable for
                some or all of those liabilities.

                On December 14, 1994, the Company filed a lawsuit in Harris
                County, Texas against Full House Resorts, Inc. ("Full House"),
                Allen E. Paulson, Donaldson, Lufkin & Jenrette Securities
                Corporation and My Dang to enforce the terms of a preliminary
                agreement executed on September 8, 1994 between the Company and
                Full House to jointly acquire and relocate a casino to the
                Company's site in Biloxi, Mississippi. With the agreement of the
                Company, this litigation was continued in the District Court of
                Harrison County, Mississippi under case no. A-2402-95-0142.
                Shortly before a summary judgment hearing scheduled in March
                1996, the Company's counsel withdrew from the case without the
                substitution of new counsel. The Company was unable to procure
                new counsel in time, and the presiding judge granted the
                defendants' motions for summary judgment. On appeal, the
                Mississippi Court of Appeals affirmed the summary judgment
                against the Company as to all of its claims against My Dang,
                Allen B. Paulson and Donaldson, Lufkin & Jenrette Securities
                Corporation and its claims of common law fraud against Full
                House. However, this Court of Appeals reversed the summary
                judgment against the Company for its claims of breach of
                contract and breach of fiduciary duties asserted against Full
                House and remanded these claims to the lower court for a trial
                on the merits.

                On April 4, 2000, the trial court entered an order granting the
                Company's Motion for Substitution of Counsel, appointing new
                counsel for the Company. On that same day, the trial court
                entered an order dismissing the Company's claims with prejudice,
                due to prior want of prosecution after the first appeal was
                decided. On April 13, 2000, the Company filed a Notice of Appeal
                regarding the trial court's dismissal order.


                                      F-11
<PAGE>

                      WINWIN GAMING, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2002


NOTE 7:         COMMITMENTS AND CONTINGENCIES (CONTINUED)

                David B. Coulter, a former Chief Executive Officer, President
                and a director and the largest stockholder of the Company, 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
                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 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 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 creditors 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 these obligations,
                resolving these 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.

                In the event that the Company is unsuccessful in defending its
                pending litigation, or is unsuccessful in resolving and settling
                its substantial outstanding debt, the Company would likely be
                forced to discontinue its operation or may file for bankruptcy
                protection.


                                      F-12
<PAGE>

                      WINWIN GAMING, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2002


NOTE 8:         SUBSEQUENT EVENTS/GOING CONCERN CONSIDERATIONS

                The financial statements are presented on the basis that the
                Company is a going concern, which contemplates the realization
                of assets and the satisfaction of liabilities in the normal
                course of business over a reasonable length of time. At December
                31, 2002, the Company has a deficit in working capital of
                $1,874,298, a loss from operations for the year ended December
                31, 2002 of $992,050, and an accumulated deficit of $22,402,892.
                Management feels that current plans to expand its operations and
                a combination of debt and equity financing will provide
                sufficient working capital to allow the Company to continue as a
                going concern.

                Effective December 31, 2002, the Company changed its name to
                WinWin Gaming, Inc., and acquired WinWin Acquisition Corp. and
                WinWin, Inc. in exchange for 22,512,000 shares of Common Stock.
                WinWin Acquisition then acquired 100% of the capital stock of
                WinWin, Inc., a Nevada corporation, for consideration of
                22,512,000 shares of Common Stock, plus a $5,000,000 secured
                convertible debenture, Interest payable at 10% per annum,
                secured by 100% of the stock of both WinWin Acquisition Corp.
                and WinWin, Inc.

                However, these acquisitions of WinWin Acquisition Corp. and
                WinWin, Inc. were rescinded and renegotiated effective March 31,
                2003, and an Amended and Restated Stock Exchange Agreement was
                consummated on substantially similar terms and conditions,
                except that the total number of shares of the Company's Common
                Stock issued for the acquisitions was reduced from 22,512,000
                shares to 18,522,853 shares.

                The secured convertible debenture is due on March 31, 2007. The
                note is convertible into Common Stock of the Company at the rate
                of 100% of the average closing price of the Company's Common
                Stock for the 20 trading days prior to 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 prior to any
                conversion.

                The due date of the senior secured debenture may be accelerated
                upon an Event of Default. An "Event of Default" occurs if (a)
                the Company does not make the payment of the principal of this
                Debenture when the same becomes due and payable at maturity,
                upon redemption or otherwise, (b) the Company does not make a
                payment, other than a payment of principal, for a period of five
                (5) business days thereafter, (c) any of the Company's
                representations or warranties contained in this Debenture or in
                the related Security Agreement dated the date hereof were false
                when made or the Company fails to comply with any of its other
                agreements in this Debenture and such failure continues for the
                period and after the notice specified below, (d) the Company's
                parent corporation, WinWin Gaming, Inc., shall have its common
                stock suspended or delisted from any exchange or the
                over-the-counter market from trading for in excess of five (5)
                consecutive trading days, (e) the Company or its parent
                corporation, WinWin Gaming, Inc., pursuant to or within the


                                      F-13
<PAGE>

                      WINWIN GAMING, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2002

NOTE 8:         SUBSEQUENT EVENTS/GOING CONCERN CONSIDERATIONS (CONTINUED)

                meaning of any Bankruptcy Law (as hereinafter defined): (i)
                commences a voluntary case; (ii) consents to the entry of an
                order for relief against it in an involuntary case; (iii)
                consents to the appointment of a Custodian (as hereinafter
                defined) of it or for all or substantially all of its property
                or (iv) makes a general assignment for the benefit of its
                creditors or (v) a court of competent jurisdiction enters an
                order or decree under any Bankruptcy Law that: (A) is for relief
                against the Company in an involuntary case; (B) appoints a
                Custodian of the Company or for all or substantially all of its
                property or (C) orders the liquidation of the Company, and the
                order or decree remains unstayed and in effect for 60 days, (f)
                the Common Stock is no longer listed on any recognized exchange
                including electronic over-the-counter bulletin board, or (g) any
                creditor of WinWin Gaming, Inc, or any of its subsidiaries or
                affiliates existing prior to the date hereof, seeks to attach
                the capital stock of WinWin, Inc. which is part of the
                collateral that secures performance of this Debenture, or the
                capital stock of WinWin Acquisition Corp., which is also a part
                of the collateral that secures performance of this Debenture, or
                any of their respective assets, and the holder determines that
                there is a reasonable likelihood that such creditor will be
                successful.

                In the event of an Event of Default, the holders of the
                Debenture can foreclose on all of the capital stock of WinWin
                Acquisition Corp. and WinWin, Inc., essentially reversing the
                acquisitions.

                                      F-14
<PAGE>

                                   Signatures

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

April 14, 2003              JUNUM INCORPORATED

                            By:  /s/ Benjamin Perry
                                 ---------------------------------------------
                                 Benjamin Perry
                                 Chief Executive Officer


         In accordance with the Exchange Act, this report has been signed by the
following person on behalf of the registrant and in the capacities and on the
date below indicated.

April 14, 2003

                            By:  /s/ Benjamin Perry
                                 ---------------------------------------------
                                 Benjamin Perry
                                 Chief Executive Officer and director


                            By:  /s/ Patrick Rogers
                                 ---------------------------------------------
                                 Patrick Rogers
                                 President, Treasurer, Secretary, director and
                                 principal financial and accounting officer

                                       33