SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K
                                 CURRENT REPORT
                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                Date of Report (Date of Earliest event Reported):
                      October 5, 2005 (September 30, 2005)

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

         Delaware                    0-21566                 84-1219819
--------------------------------------------------------------------------------
      (State or Other              (Commission              (IRS Employer
      Jurisdiction of              File Number)           Identification No.)
     Incorporation or
       Organization)

              8687 West Sahara, Suite 201, Las Vegas, Nevada 89117
              ----------------------------------------------------
                     Address of Principal Executive Offices
                                    Zip Code

                                 (702) 212-4530

               --------------------------------------------------
               Registrant's Telephone Number, Including Area Code

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

      |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

      |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

      |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
<PAGE>

Item 1.01. Entry Into a Material Definitive Agreement.

      On September 30, 2005, WinWin Gaming, Inc. (the "Company") entered into a
Joint Venture Agreement (the "Joint Venture Agreement") with Solidus Networks,
Inc., d/b/a PayByTouch Solutions ("PBT"). Pursuant to the Joint Venture
Agreement, PBT loaned the Company one million dollars ($1,000,000) (the "Loan").
WinWin is obligated under the Joint Venture Agreement to repay the Loan in full
on October 14, 2005, at an interest rate of fifteen percent (15%) on all
outstanding principal and at a rate of seventeen percent (17%) after default.

      The Company also issued and delivered a Secured Promissory Note (the
"Note") in favor of PBT evidencing the Loan, and entered into a Security
Agreement (the "Security Agreement") granting PBT a security interest in all of
the assets of the Company, as collateral to secure the Company's obligation to
repay the Loan.

      In addition, for a period of at least ninety (90) days, ending December
31, 2006 (the "Cooperation Term"), the Company will provide PBT with the
following support:

      (a) reasonable selling support to assist in driving PBT's biometric
authentication and payment solutions into the Chinese Video Lottery Terminal
solution that is being prepared for rollout across China; including, both the
direct promotion of PBT's solutions to key government officials and other
decision makers or influencers, and the arrangement of key meetings between such
individuals or groups and PBT employees;

      (b) introductions to all senior Chinese government officials with current
Company relationships for the purpose of promoting PBT solutions into other
applications beyond VLTs;

      (c) support from the Company's Chinese/American VP/Attorney for the
purpose of making introductions and helping provide tactical and strategic
guidance to PBT in connection with its entry into China; and

      (d) physical and logistical support for PBT's entry into China, including
providing access to the Company's distribution channels and making available
without charge a limited amount of office space in Shanghai.

      The Joint Venture Agreement, the Security Agreement and the Note are filed
as exhibits to this Current Report on Form 8-K.

Item 2.03(a) Creation of a Direct Financial Obligation.

      On September 30, 2005, the Company became obligated on a direct financial
obligation of one million dollars ($1,000,000.00). For details regarding terms
of payment and material terms of this direct financial obligation, see Item 1.01
above, which is incorporated herein by reference.
<PAGE>

Item 9.01 Financial Statements and Exhibits.

(c)   Exhibits

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

10.1              Joint Venture Agreement, dated as of September 30, 2005, by
                  and between Solidus Networks, Inc., d/b/a PayByTouch Solutions
                  and WinWin Gaming, Inc.

10.2              Security Agreement, dated as of September 30, 2005, by WinWin
                  Gaming Inc., in favor of Solidus Networks, Inc., d/b/a
                  PayByTouch Solutions.

10.3              Secured Promissory Note, dated September 30, 2005, by WinWin
                  Gaming, Inc. to Solidus Networks, Inc.
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: October 5, 2005

WINWIN GAMING, INC.


By: /s/ Larry Goldman
    ----------------------------------------------------------
        Larry Goldman, Chief Financial Officer
<PAGE>

EXHIBIT INDEX

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

10.1              Joint Venture Agreement, dated as of September 30, 2005, by
                  and between Solidus Networks, Inc., d/b/a PayByTouch Solutions
                  and WinWin Gaming, Inc.

10.2              Security Agreement, dated as of September 30, 2005, by WinWin
                  Gaming Inc., in favor of Solidus Networks, Inc., d/b/a
                  PayByTouch Solutions.

10.3              Secured Promissory Note, dated September 30, 2005, by WinWin
                  Gaming, Inc. to Solidus Networks, Inc.
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K
                                 CURRENT REPORT
                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                Date of Report (Date of Earliest event Reported):
                      October 5, 2005 (September 30, 2005)

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

         Delaware                    0-21566                 84-1219819
--------------------------------------------------------------------------------
      (State or Other              (Commission              (IRS Employer
      Jurisdiction of              File Number)           Identification No.)
     Incorporation or
       Organization)

              8687 West Sahara, Suite 201, Las Vegas, Nevada 89117
              ----------------------------------------------------
                     Address of Principal Executive Offices
                                    Zip Code

                                 (702) 212-4530

               --------------------------------------------------
               Registrant's Telephone Number, Including Area Code

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

      |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

      |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

      |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement.

      On September 30, 2005, WinWin Gaming, Inc. (the "Company") entered into a
Joint Venture Agreement (the "Joint Venture Agreement") with Solidus Networks,
Inc., d/b/a PayByTouch Solutions ("PBT"). Pursuant to the Joint Venture
Agreement, PBT loaned the Company one million dollars ($1,000,000) (the "Loan").
WinWin is obligated under the Joint Venture Agreement to repay the Loan in full
on October 14, 2005, at an interest rate of fifteen percent (15%) on all
outstanding principal and at a rate of seventeen percent (17%) after default.

      The Company also issued and delivered a Secured Promissory Note (the
"Note") in favor of PBT evidencing the Loan, and entered into a Security
Agreement (the "Security Agreement") granting PBT a security interest in all of
the assets of the Company, as collateral to secure the Company's obligation to
repay the Loan.

      In addition, for a period of at least ninety (90) days, ending December
31, 2006 (the "Cooperation Term"), the Company will provide PBT with the
following support:

      (a) reasonable selling support to assist in driving PBT's biometric
authentication and payment solutions into the Chinese Video Lottery Terminal
solution that is being prepared for rollout across China; including, both the
direct promotion of PBT's solutions to key government officials and other
decision makers or influencers, and the arrangement of key meetings between such
individuals or groups and PBT employees;

      (b) introductions to all senior Chinese government officials with current
Company relationships for the purpose of promoting PBT solutions into other
applications beyond VLTs;

      (c) support from the Company's Chinese/American VP/Attorney for the
purpose of making introductions and helping provide tactical and strategic
guidance to PBT in connection with its entry into China; and

      (d) physical and logistical support for PBT's entry into China, including
providing access to the Company's distribution channels and making available
without charge a limited amount of office space in Shanghai.

      The Joint Venture Agreement, the Security Agreement and the Note are filed
as exhibits to this Current Report on Form 8-K.

Item 2.03(a) Creation of a Direct Financial Obligation.

      On September 30, 2005, the Company became obligated on a direct financial
obligation of one million dollars ($1,000,000.00). For details regarding terms
of payment and material terms of this direct financial obligation, see Item 1.01
above, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.

(c)   Exhibits

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

10.1              Joint Venture Agreement, dated as of September 30, 2005, by
                  and between Solidus Networks, Inc., d/b/a PayByTouch Solutions
                  and WinWin Gaming, Inc.

10.2              Security Agreement, dated as of September 30, 2005, by WinWin
                  Gaming Inc., in favor of Solidus Networks, Inc., d/b/a
                  PayByTouch Solutions.

10.3              Secured Promissory Note, dated September 30, 2005, by WinWin
                  Gaming, Inc. to Solidus Networks, Inc.
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: October 5, 2005

WINWIN GAMING, INC.

By: /s/ Larry Goldman
    ----------------------------------------------------------
        Larry Goldman, Chief Financial Officer
EXHIBIT INDEX

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

10.1              Joint Venture Agreement, dated as of September 30, 2005, by
                  and between Solidus Networks, Inc., d/b/a PayByTouch Solutions
                  and WinWin Gaming, Inc.

10.2              Security Agreement, dated as of September 30, 2005, by WinWin
                  Gaming Inc., in favor of Solidus Networks, Inc., d/b/a
                  PayByTouch Solutions.

10.3              Secured Promissory Note, dated September 30, 2005, by WinWin
                  Gaming, Inc. to Solidus Networks, Inc.