As Filed with the Securities and Exchange Commission on July 23, 2004

                                                     Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
--------------------------------------------------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------

                               WINWIN GAMING, INC.
             (Exact name of Registrant as specified in its charter)

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

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


                    2980 South Rainbow Boulevard, Suite 200 K
                             Las Vegas, Nevada 89146
          (Address of Principal Executive Offices, including Zip Code)
--------------------------------------------------------------------------------

                     THE 2004 WINWIN GAMING, INC. STOCK PLAN
                            (Full title of the Plan)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                              Copy to:
<S>                                          <C>
         Patrick O. Rogers                           Louis A. Bevilacqua, Esq.
  Chief Executive Officer and President              Thelen Reid & Priest LLP
2980 South Rainbow Boulevard, Suite 200 K     701 Pennsylvania Avenue, N.W., Suite 800
       Las Vegas, Nevada 89146                       Washington, DC 20004-2608
            (818) 735-8800                                 (202) 508-4281
              (Name and address, including zip code, and telephone
               number, including area code, of agent for service)
</TABLE>

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

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                               Amount of          Proposed Maximum     Proposed Maximum
       Title of Securities to be             Shares to be        Offering Price Per   Aggregate Offering          Amount of
               Registered                   Registered (1)           Share (2)             Price (2)           Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                     <C>                <C>                     <C>
Common Stock, $0.01 par value per share        5,000,000               $1.85              $9,250,000              $1,171.98
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

----------------------
(1)  This registration statement shall also cover any additional securities that
     become   issuable   by  reason  of  any  stock   dividend,   stock   split,
     recapitalization or other similar transaction.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule  457(c) for the  5,000,000  shares  registered  hereunder
     (based on the closing price for the Company's Common Stock as quoted on the
     over-the-counter bulletin board on July 14, 2004).

Proposed  sales  to  take  place  as  soon  after  the  effective  date  of  the
Registration  Statement  as options or other rights  granted  under the Plan are
exercised.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents,  which we previously filed with the Securities
and Exchange  Commission  (the  "SEC"),  are  incorporated  by reference in this
Registration Statement:

         (a) Our Annual  Report on Form 10-KSB for the year ended  December  31,
         2003, filed on April 14, 2004 (File No. 0-30611);

         (b) Our  Quarterly  Report on Form 10-QSB for the fiscal  quarter ended
         March 31, 2004, filed on May 20, 2004 (File No. 0-30611);

         (c) The  description  of the Company's  Common Stock , $0.01 par value,
         set  forth  under the  caption  "Description  of  Common  Stock" in the
         Company's registration statement on Form 8-A, dated April 16, 1993.

         In addition,  all documents we filed pursuant to Sections 13(a), 13(c),
14 or 15(d) of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act") after the date of this Registration Statement and prior to the filing of a
post-effective  amendment that  indicates that all securities  offered have been
sold or that deregisters all securities then remaining unsold,  are incorporated
by reference in this Registration  Statement and are a part hereof from the date
of filing such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

         Inasmuch  as   indemnification   for  liabilities   arising  under  the
Securities  Act of 1933 may be  permitted  to  directors,  officers  or  persons
controlling us pursuant to the foregoing provisions,  or otherwise, we have been
informed that, in the opinion of the Securities  and Exchange  Commission,  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such liabilities  (other than the payment by us of expenses  incurred or
paid by a director,  officer or controlling  person in the successful defense or
any  action,  suit or  proceeding)  is  asserted  by such  director,  officer or
controlling  person  in  connection  with any of our  securities  that are being
registered,  we will,  unless in the  opinion of its counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.



<PAGE>


Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following is a list of exhibits filed as part of this  Registration
Statement, which are incorporated herein:


--------------------------------------------------------------------------------
 Exhibit Number      Document
--------------------------------------------------------------------------------
 5                   Opinion of Thelen Reid & Priest LLP
--------------------------------------------------------------------------------
 10                  WinWin Gaming, Inc. 2003 Stock Plan
--------------------------------------------------------------------------------
 23.1                Consent of Livingston, Wachtell & Co., LLP
--------------------------------------------------------------------------------
 23.2                Consent of Smith & Company
--------------------------------------------------------------------------------
 23.3                Consent of Thelen Reid & Priest, LLP, included in Exhibit 5
--------------------------------------------------------------------------------
 24                  Power  of  Attorney (included in the signature page of this
                     Registration Statement)
--------------------------------------------------------------------------------


ITEM 9.  UNDERTAKINGS.

(A) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;

                  (i)    To include any prospectus required by  Section 10(a)(3)
                         of the Securities Act;

                  (ii) To reflect in the  prospectus any facts or events arising
         after the effective  date of this  Registration  Statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in this  Registration  Statement.  Notwithstanding  the foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high and of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the SEC pursuant to Rule 424(b) if, in the aggregate,  the changes
         in volume and price  represent  no more than 20  percent  change in the
         maximum  aggregate  offering  price  set forth in the  "Calculation  of
         Registration Fee" table in the effective Registration Statement;

                  (iii)  To  include   any   additional   or  changed   material
         information  with respect to the plan of  distribution  not  previously
         disclosed in this Registration Statement;

         provided,  however,  that the  undertakings  set  forth  in  paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the Registration  Statement is on
Form S-3, Form S-8 or Form F-3, and the information required to be included in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed with or furnished to the SEC by the  registrant  pursuant to Section 13 or
15(d)  of  the  Exchange  Act  that  are   incorporated  by  reference  in  this
Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

<PAGE>

(B)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(C) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the SEC such  indemnification is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant 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.



<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City Las Vegas, Nevada, on this 20th day of July, 2004.


                                                  WINWIN GAMING, INC.,


                                               By:  /s/ Patrick O. Rogers
                                                  ------------------------------
                                                  Patrick O. Rogers
                                                  Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Patrick  O.  Rogers  and Monica  Soares,  and each or any of them,  his true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead  in any  and all
capacities, to sign any and all amendments (including post-effective amendments)
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.


Signature                      Title                               Date


/s/Patrick O. Rogers
----------------------------
Patrick O.  Rogers             Chairman, CEO and President         July 20, 2004


/s/ Monica Soares
----------------------------
Monica Soares                  Acting Treasurer and Secretary      July 20, 2004


----------------------------
Benjamin Perry                 Director                            July 20, 2004


/s/ Dwight V. Call
----------------------------
Dwight V. Call                 Director                            July 20, 2004


/s/ Arthur J. Petrie
----------------------------
Arthur J. Petrie               Director                            July 20, 2004


/s/ Peter Pang
----------------------------
Peter Pang                     Director, Executive Vice President
                               and General Counsel                 July 20, 2004






<PAGE>


                                INDEX TO EXHIBITS


--------------------------------------------------------------------------------
 Exhibit Number      Document
--------------------------------------------------------------------------------
 5                   Opinion of Thelen Reid & Priest LLP
--------------------------------------------------------------------------------
 10                  WinWin Gaming, Inc. 2003 Stock Plan
--------------------------------------------------------------------------------
 23.1                Consent of Livingston, Wachtell & Co., LLP
--------------------------------------------------------------------------------
 23.2                Consent of Smith & Company
--------------------------------------------------------------------------------
 23.3                Consent of Thelen Reid & Priest, LLP, included in Exhibit 5
--------------------------------------------------------------------------------
 24                  Power of Attorney  (included  in the signature page of this
                     Registration Statement)
--------------------------------------------------------------------------------
[{"type": "S-8", "sequence": "1", "filename": "v04637_s-8.txt", "secsgml_size_bytes": 18427}]
{"company-data": {"conformed-name": "WINWIN GAMING INC", "cik": "0000897545", "assigned-sic": "7990", "irs-number": "841219819", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117596", "film-number": "04927953"}, "business-address": {"street1": "2980 S RAINBOW BLVD.", "street2": "SUITE 200", "city": "LAS VEGAS", "state": "NV", "zip": "89146", "phone": "7022334138"}, "mail-address": {"street1": "2980 S. RAINBOW BLVD.", "street2": "SUITE 200", "city": "LAS VEGAS", "state": "NV", "zip": "89146"}, "former-company": [{"former-conformed-name": "JUNUM INC", "date-changed": "20010123"}, {"former-conformed-name": "EURBID COM INC", "date-changed": "20010123"}, {"former-conformed-name": "LS CAPITAL CORP", "date-changed": "19961016"}]}
As Filed with the Securities and Exchange Commission on July 23, 2004

                                                     Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
--------------------------------------------------------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------

                               WINWIN GAMING, INC.
             (Exact name of Registrant as specified in its charter)

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

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

                    2980 South Rainbow Boulevard, Suite 200 K
                             Las Vegas, Nevada 89146
          (Address of Principal Executive Offices, including Zip Code)
--------------------------------------------------------------------------------

                     THE 2004 WINWIN GAMING, INC. STOCK PLAN
                            (Full title of the Plan)
--------------------------------------------------------------------------------
Copy to:
Patrick O. Rogers                           Louis A. Bevilacqua, Esq.
  Chief Executive Officer and President              Thelen Reid & Priest LLP
2980 South Rainbow Boulevard, Suite 200 K     701 Pennsylvania Avenue, N.W., Suite 800
       Las Vegas, Nevada 89146                       Washington, DC 20004-2608
            (818) 735-8800                                 (202) 508-4281
              (Name and address, including zip code, and telephone
               number, including area code, of agent for service)
--------------------------------------------------------------------------------

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Amount of          Proposed Maximum     Proposed Maximum
       Title of Securities to be             Shares to be        Offering Price Per   Aggregate Offering          Amount of
               Registered                   Registered (1)           Share (2)             Price (2)           Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value per share        5,000,000               $1.85              $9,250,000              $1,171.98
------------------------------------------------------------------------------------------------------------------------------------
----------------------
(1)  This registration statement shall also cover any additional securities that
     become   issuable   by  reason  of  any  stock   dividend,   stock   split,
     recapitalization or other similar transaction.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule  457(c) for the  5,000,000  shares  registered  hereunder
     (based on the closing price for the Company's Common Stock as quoted on the
     over-the-counter bulletin board on July 14, 2004).

Proposed  sales  to  take  place  as  soon  after  the  effective  date  of  the
Registration  Statement  as options or other rights  granted  under the Plan are
exercised.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents,  which we previously filed with the Securities
and Exchange  Commission  (the  "SEC"),  are  incorporated  by reference in this
Registration Statement:

         (a) Our Annual  Report on Form 10-KSB for the year ended  December  31,
         2003, filed on April 14, 2004 (File No. 0-30611);

         (b) Our  Quarterly  Report on Form 10-QSB for the fiscal  quarter ended
         March 31, 2004, filed on May 20, 2004 (File No. 0-30611);

         (c) The  description  of the Company's  Common Stock , $0.01 par value,
         set  forth  under the  caption  "Description  of  Common  Stock" in the
         Company's registration statement on Form 8-A, dated April 16, 1993.

         In addition,  all documents we filed pursuant to Sections 13(a), 13(c),
14 or 15(d) of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act") after the date of this Registration Statement and prior to the filing of a
post-effective  amendment that  indicates that all securities  offered have been
sold or that deregisters all securities then remaining unsold,  are incorporated
by reference in this Registration  Statement and are a part hereof from the date
of filing such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

         Inasmuch  as   indemnification   for  liabilities   arising  under  the
Securities  Act of 1933 may be  permitted  to  directors,  officers  or  persons
controlling us pursuant to the foregoing provisions,  or otherwise, we have been
informed that, in the opinion of the Securities  and Exchange  Commission,  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such liabilities  (other than the payment by us of expenses  incurred or
paid by a director,  officer or controlling  person in the successful defense or
any  action,  suit or  proceeding)  is  asserted  by such  director,  officer or
controlling  person  in  connection  with any of our  securities  that are being
registered,  we will,  unless in the  opinion of its counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.
Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following is a list of exhibits filed as part of this  Registration
Statement, which are incorporated herein:

--------------------------------------------------------------------------------
 Exhibit Number      Document
--------------------------------------------------------------------------------
 5                   Opinion of Thelen Reid & Priest LLP
--------------------------------------------------------------------------------
 10                  WinWin Gaming, Inc. 2003 Stock Plan
--------------------------------------------------------------------------------
 23.1                Consent of Livingston, Wachtell & Co., LLP
--------------------------------------------------------------------------------
 23.2                Consent of Smith & Company
--------------------------------------------------------------------------------
 23.3                Consent of Thelen Reid & Priest, LLP, included in Exhibit 5
--------------------------------------------------------------------------------
 24                  Power  of  Attorney (included in the signature page of this
                     Registration Statement)
--------------------------------------------------------------------------------

ITEM 9.  UNDERTAKINGS.

(A) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;

                  (i)    To include any prospectus required by  Section 10(a)(3)
                         of the Securities Act;

                  (ii) To reflect in the  prospectus any facts or events arising
         after the effective  date of this  Registration  Statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in this  Registration  Statement.  Notwithstanding  the foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high and of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the SEC pursuant to Rule 424(b) if, in the aggregate,  the changes
         in volume and price  represent  no more than 20  percent  change in the
         maximum  aggregate  offering  price  set forth in the  "Calculation  of
         Registration Fee" table in the effective Registration Statement;

                  (iii)  To  include   any   additional   or  changed   material
         information  with respect to the plan of  distribution  not  previously
         disclosed in this Registration Statement;

         provided,  however,  that the  undertakings  set  forth  in  paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the Registration  Statement is on
Form S-3, Form S-8 or Form F-3, and the information required to be included in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed with or furnished to the SEC by the  registrant  pursuant to Section 13 or
15(d)  of  the  Exchange  Act  that  are   incorporated  by  reference  in  this
Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(B)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(C) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the SEC such  indemnification is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant 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.
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City Las Vegas, Nevada, on this 20th day of July, 2004.

                                                  WINWIN GAMING, INC.,

                                               By:  /s/ Patrick O. Rogers
                                                  ------------------------------
                                                  Patrick O. Rogers
                                                  Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose  signature  appears  below  constitutes  and appoints
Patrick  O.  Rogers  and Monica  Soares,  and each or any of them,  his true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead  in any  and all
capacities, to sign any and all amendments (including post-effective amendments)
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.

Signature                      Title                               Date

/s/Patrick O. Rogers
----------------------------
Patrick O.  Rogers             Chairman, CEO and President         July 20, 2004

/s/ Monica Soares
----------------------------
Monica Soares                  Acting Treasurer and Secretary      July 20, 2004

----------------------------
Benjamin Perry                 Director                            July 20, 2004

/s/ Dwight V. Call
----------------------------
Dwight V. Call                 Director                            July 20, 2004

/s/ Arthur J. Petrie
----------------------------
Arthur J. Petrie               Director                            July 20, 2004

/s/ Peter Pang
----------------------------
Peter Pang                     Director, Executive Vice President
                               and General Counsel                 July 20, 2004
INDEX TO EXHIBITS

--------------------------------------------------------------------------------
 Exhibit Number      Document
--------------------------------------------------------------------------------
 5                   Opinion of Thelen Reid & Priest LLP
--------------------------------------------------------------------------------
 10                  WinWin Gaming, Inc. 2003 Stock Plan
--------------------------------------------------------------------------------
 23.1                Consent of Livingston, Wachtell & Co., LLP
--------------------------------------------------------------------------------
 23.2                Consent of Smith & Company
--------------------------------------------------------------------------------
 23.3                Consent of Thelen Reid & Priest, LLP, included in Exhibit 5
--------------------------------------------------------------------------------
 24                  Power of Attorney  (included  in the signature page of this
                     Registration Statement)
--------------------------------------------------------------------------------