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):
                     February 25, 2005 (February 25, 2005)

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

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

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

                                 (702) 233-4138
               --------------------------------------------------
               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 February 25, 2005, WinWin Gaming, Inc. (the "Company") entered into a
Securities Purchase Agreement (the "SPA") and a Registration Rights Agreement
(the "RRA") with the Van Wagoner Private Opportunities Fund L.P. (the "Initial
Investor"). Pursuant to SPA, on February 25, 2005 (the "Closing Date"), the
Initial Investor acquired 4,000,000 shares of the Company's Common Stock for an
aggregate purchase price of $2,000,000.

      The SPA permits the Company to allow additional investors reasonably
approved by the Initial Investor to acquire the Company's Common Stock on
identical terms as those obtained by the Initial Investor at subsequent closings
that occur during the thirty day period following the Closing Date (the
"Subsequent Offering Period"). The Initial Investor, however, has the right to
acquire up to an additional 2,000,000 shares of the Company's Common Stock at
the first of any such subsequent closings and, if no such subsequent closings
occurs, then upon the expiration of the Subsequent Offering Period.

      The Company indemnified the Initial Investor (and any subsequent investor)
against all damages relating to any (a) misrepresentation or breach of any
representation or warranty made by the Company in any of the transaction
documents entered into in connection with the SPA, (b) any breach of any
covenant, agreement or obligation of the Company contained in any such
transaction documents or any other certificate or instrument or document
contemplated thereby, (c) any cause of action, suit or claim brought or made
against such investor arising out of or relating to the execution, delivery,
performance or enforcement of the transaction documents and related certificates
and instruments, (d) any transaction financed or to be financed in whole or in
part, directly or indirectly, with the proceeds of the issuance of the
securities under the SPA, or (e) the status of the investor or other holder of
securities issued under the SPA as an investor in the Company. The
indemnification period lasts for twelve months from the date that the securities
sold under the SPA have been continuously registered for resale for at least
thirty consecutive days. Under the indemnification provision, the indemnified
party cannot assert any claim until the aggregate of all claims made under such
provision exceeds $10,000, at which point the indemnified party is entitled to
indemnity back to the first dollar. There is no cap on the indemnity.

      The Company also issued the Initial Investor a Warrant (the "Warrant")
pursuant to the SPA and would issue any subsequent investors a like Warrant. The
Warrant relates to the purchase of a number of shares of the Company's common
stock equal to three percent of the aggregate number of shares of common stock
acquired by an investor on the Closing Date or at any subsequent closing date
for each month (pro rated for partial months) that a Trigger Event exists. In
the case of the Initial Investor (assuming for purposes of this calculation only
that no additional investment is made by the Initial Investor) the amount of
shares underlying the Warrant would be 120,000 shares for each month (pro rated
for partial months) that a Trigger Event exists. A "Trigger Event" is defined as
the inability, after June 24, 2005, of the holder of the warrant to sell any of
the shares of common stock acquired pursuant to the SPA or the shares issuable
upon exercise of the Warrant because of the lack of an effective registration
statement authorizing the resale of such shares. The warrant expires on February
25, 2010. The warrants are exercisable at a price of $0.50 per share and contain
a net exercise or cashless exercise feature. The Warrants also contain a full
ratchet anti-dilution feature that requires the company to reduce the exercise
price of the Warrant to the lowest price that the Company sells its common stock
(or is deemed to have sold its common stock as the result of the issuance of an
option or convertible security) after the Closing Date. The full ratchet
anti-dilution feature does not apply to issuances of securities to (i) officers,
directors, employees and consultants to the company pursuant to stock grants,
option plans or similar programs, or (ii) in connection with the exercise or
conversion of options or convertible securities that were outstanding on the
Closing Date.


                                       1
<PAGE>

      Pursuant to the RRA, the Company is obligated to file a registration
statement within 45 days following the Closing Date that covers the shares
purchased pursuant to the SPA and all shares underlying Warrants issued pursuant
to the SPA. The Company is obligated to cause the registration statement to
become effective within 120 days following the Closing Date. The RRA contains
customary indemnity and contribution provisions in favor of the investors and
the Company. The failure of the registration statement to be declared effective
by such date or if sales cannot be made pursuant to the registration statement
after it has been declared effective, then as a partial remedy for such events,
a Trigger Event would be deemed to occur under the Warrant which would entitle
the investors to warrant shares as described above. The Company is responsible
for paying the costs associated with the aforementioned registration statement.

Item 3.02. Unregistered Sale of Equity Securities.

      On the Closing Date the Company issued 4,000,000 shares of its Common
Stock to the Initial Investor for an aggregate purchase price of $2,000,000. The
issuance of the shares to the Initial Investor was effected in reliance on the
exemption from the registration provisions of the Securities Act of 1933
provided by Regulation D, Rule 506.

      The Initial Investor signed and delivered to the Company the SPA in which
it made the following representations, among others: (a) the Initial Investor is
acquiring the securities for its own account for investment and not for the
account of any other person and not with a view towards, or for resale in
connection with, the public sale or distribution thereof, except pursuant to
sales registered or exempt from registration, (b) the Initial Investor is an
accredited investor and is also knowledgeable, sophisticated and experienced in
making, and is qualified to make decisions with respect to, investments in
securities presenting an investment decision like that involved in the purchase
of the securities of the Company, (c) the Initial Investor was furnished with
all materials relating to the business, finances and operations of the Company
and materials relating to the offer and sale of the Company's securities which
have been requested by the Initial Investor and that the Initial Investor was
provided the opportunity ask questions of the Company. Management determined
that the Initial Investor is an Accredited Investor (as defined in Regulation D)
and that the Initial Investor is also a sophisticated investor. As a result of
management's determination, the securities were issued to the Initial Investor
in reliance on Rule 506 of Regulation D. No commission, finder's fee or similar
remuneration was paid to any party in connection with the private placement to
the Initial Investor.

      The disclosure contained in Item 1.01 of this Form 8-K is incorporated
into this Item 3.02 by reference.

Item 9.01. Financial Statements and Exhibits.

      (c)   Exhibits.

Exhibit 10.1 - Securities Purchase Agreement, dated February 25, 2005, among the
Company and the investors who are parties thereto.

Exhibit 10.2 - Registration Rights Agreement, dated February 25, 2005, among the
Company and the investors who are parties thereto.


                                       2
<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: February 25, 2005

                                        WINWIN GAMING, INC.


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


                                       3
<PAGE>

                                  EXHIBIT INDEX


Exhibit Number                Exhibit Description
--------------                -------------------

Exhibit 10.1   Securities Purchase Agreement, dated February 25, 2005,
               among the Company and the investors who are parties thereto.

Exhibit 10.2   Registration Rights Agreement, dated February 25, 2005,
               among the Company and the investors who are parties thereto.


                                       4
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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):
                     February 25, 2005 (February 25, 2005)

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

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

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

                                 (702) 233-4138
               --------------------------------------------------
               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 February 25, 2005, WinWin Gaming, Inc. (the "Company") entered into a
Securities Purchase Agreement (the "SPA") and a Registration Rights Agreement
(the "RRA") with the Van Wagoner Private Opportunities Fund L.P. (the "Initial
Investor"). Pursuant to SPA, on February 25, 2005 (the "Closing Date"), the
Initial Investor acquired 4,000,000 shares of the Company's Common Stock for an
aggregate purchase price of $2,000,000.

      The SPA permits the Company to allow additional investors reasonably
approved by the Initial Investor to acquire the Company's Common Stock on
identical terms as those obtained by the Initial Investor at subsequent closings
that occur during the thirty day period following the Closing Date (the
"Subsequent Offering Period"). The Initial Investor, however, has the right to
acquire up to an additional 2,000,000 shares of the Company's Common Stock at
the first of any such subsequent closings and, if no such subsequent closings
occurs, then upon the expiration of the Subsequent Offering Period.

      The Company indemnified the Initial Investor (and any subsequent investor)
against all damages relating to any (a) misrepresentation or breach of any
representation or warranty made by the Company in any of the transaction
documents entered into in connection with the SPA, (b) any breach of any
covenant, agreement or obligation of the Company contained in any such
transaction documents or any other certificate or instrument or document
contemplated thereby, (c) any cause of action, suit or claim brought or made
against such investor arising out of or relating to the execution, delivery,
performance or enforcement of the transaction documents and related certificates
and instruments, (d) any transaction financed or to be financed in whole or in
part, directly or indirectly, with the proceeds of the issuance of the
securities under the SPA, or (e) the status of the investor or other holder of
securities issued under the SPA as an investor in the Company. The
indemnification period lasts for twelve months from the date that the securities
sold under the SPA have been continuously registered for resale for at least
thirty consecutive days. Under the indemnification provision, the indemnified
party cannot assert any claim until the aggregate of all claims made under such
provision exceeds $10,000, at which point the indemnified party is entitled to
indemnity back to the first dollar. There is no cap on the indemnity.

      The Company also issued the Initial Investor a Warrant (the "Warrant")
pursuant to the SPA and would issue any subsequent investors a like Warrant. The
Warrant relates to the purchase of a number of shares of the Company's common
stock equal to three percent of the aggregate number of shares of common stock
acquired by an investor on the Closing Date or at any subsequent closing date
for each month (pro rated for partial months) that a Trigger Event exists. In
the case of the Initial Investor (assuming for purposes of this calculation only
that no additional investment is made by the Initial Investor) the amount of
shares underlying the Warrant would be 120,000 shares for each month (pro rated
for partial months) that a Trigger Event exists. A "Trigger Event" is defined as
the inability, after June 24, 2005, of the holder of the warrant to sell any of
the shares of common stock acquired pursuant to the SPA or the shares issuable
upon exercise of the Warrant because of the lack of an effective registration
statement authorizing the resale of such shares. The warrant expires on February
25, 2010. The warrants are exercisable at a price of $0.50 per share and contain
a net exercise or cashless exercise feature. The Warrants also contain a full
ratchet anti-dilution feature that requires the company to reduce the exercise
price of the Warrant to the lowest price that the Company sells its common stock
(or is deemed to have sold its common stock as the result of the issuance of an
option or convertible security) after the Closing Date. The full ratchet
anti-dilution feature does not apply to issuances of securities to (i) officers,
directors, employees and consultants to the company pursuant to stock grants,
option plans or similar programs, or (ii) in connection with the exercise or
conversion of options or convertible securities that were outstanding on the
Closing Date.

                                       1
Pursuant to the RRA, the Company is obligated to file a registration
statement within 45 days following the Closing Date that covers the shares
purchased pursuant to the SPA and all shares underlying Warrants issued pursuant
to the SPA. The Company is obligated to cause the registration statement to
become effective within 120 days following the Closing Date. The RRA contains
customary indemnity and contribution provisions in favor of the investors and
the Company. The failure of the registration statement to be declared effective
by such date or if sales cannot be made pursuant to the registration statement
after it has been declared effective, then as a partial remedy for such events,
a Trigger Event would be deemed to occur under the Warrant which would entitle
the investors to warrant shares as described above. The Company is responsible
for paying the costs associated with the aforementioned registration statement.

Item 3.02. Unregistered Sale of Equity Securities.

      On the Closing Date the Company issued 4,000,000 shares of its Common
Stock to the Initial Investor for an aggregate purchase price of $2,000,000. The
issuance of the shares to the Initial Investor was effected in reliance on the
exemption from the registration provisions of the Securities Act of 1933
provided by Regulation D, Rule 506.

      The Initial Investor signed and delivered to the Company the SPA in which
it made the following representations, among others: (a) the Initial Investor is
acquiring the securities for its own account for investment and not for the
account of any other person and not with a view towards, or for resale in
connection with, the public sale or distribution thereof, except pursuant to
sales registered or exempt from registration, (b) the Initial Investor is an
accredited investor and is also knowledgeable, sophisticated and experienced in
making, and is qualified to make decisions with respect to, investments in
securities presenting an investment decision like that involved in the purchase
of the securities of the Company, (c) the Initial Investor was furnished with
all materials relating to the business, finances and operations of the Company
and materials relating to the offer and sale of the Company's securities which
have been requested by the Initial Investor and that the Initial Investor was
provided the opportunity ask questions of the Company. Management determined
that the Initial Investor is an Accredited Investor (as defined in Regulation D)
and that the Initial Investor is also a sophisticated investor. As a result of
management's determination, the securities were issued to the Initial Investor
in reliance on Rule 506 of Regulation D. No commission, finder's fee or similar
remuneration was paid to any party in connection with the private placement to
the Initial Investor.

      The disclosure contained in Item 1.01 of this Form 8-K is incorporated
into this Item 3.02 by reference.

Item 9.01. Financial Statements and Exhibits.

      (c)   Exhibits.

Exhibit 10.1 - Securities Purchase Agreement, dated February 25, 2005, among the
Company and the investors who are parties thereto.

Exhibit 10.2 - Registration Rights Agreement, dated February 25, 2005, among the
Company and the investors who are parties thereto.

                                       2
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: February 25, 2005

                                        WINWIN GAMING, INC.

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

                                       3
EXHIBIT INDEX

Exhibit Number                Exhibit Description
--------------                -------------------

Exhibit 10.1   Securities Purchase Agreement, dated February 25, 2005,
               among the Company and the investors who are parties thereto.

Exhibit 10.2   Registration Rights Agreement, dated February 25, 2005,
               among the Company and the investors who are parties thereto.

                                       4