SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

Washington, D.C. 20549

Form 8-K

CURRENT ~~REPORT Pursuant to~~ ~~Section 13 or 15(d) of the Securities Exchange Act of 1934~~REPORT

~~Date~~Pursuant ofto ~~Report (Date~~Section 13 or 15(d) of ~~Earliest~~the ~~event~~Securities ~~Reported):~~Exchange ~~June 9,~~Act ~~2006~~of ~~(June 5, 2006)~~1934

~~WINWIN~~Date ~~GAMING,~~of ~~INC.~~ Report (~~Exact~~Date ~~name~~ of ~~registrant~~Earliest asevent ~~specified in its charter~~Reported): June 14, 2006

WINWIN GAMING, INC.

(Exact name of registrant as specified in its charter)

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

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):

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

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

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

o [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~Item 51.0201. ~~DEPARTURE~~Entry OFInto ~~DIRECTORS~~a ORMaterial ~~PRINCIPAL~~Definitive ~~OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS~~Agreement.

~~Appointment~~On January 17, 2006, WinWin Gaming, Inc. of(the ~~Chief~~“Company”) ~~Financial~~executed ~~Officer~~and delivered an Amended and Restated Secured Promissory Note (the “Amended and Restated Note”) to Solidus Networks, Inc, (“PBT”) which amends, restates and supersedes a Secured Promissory Note delivered by the Company to PBT on September 30, 2005. The Amended and Restated Note increases the principal amount to two and one-half million dollars ($2,500,000) (the “New Principal”), which, as amended to date, requires payment in full on June 13, 2006.

On June 5 13, 2006, the ~~board~~Company ofand ~~directors~~PBT ofamended the Note ~~Company~~to ~~appointed~~extend ~~Martie Vlcek as~~ the ~~Company’s~~maturity ~~Chief~~date ~~Financial~~to ~~Officer~~September 30, 2006.

~~Martie~~The ~~Vlcek,~~amendment ~~age~~is ~~46,~~filed ~~served~~ as ~~Director~~an ofexhibit Finance and Vice President of Finance for Bally Gaming, Inc., a leading manufacturer of gaming equipment and systems for the casino industry from 2002 through early 2005. In this capacity, in addition to ~~her domestic responsibilities, Ms. Vlcek supervised finance and accounting for Bally Gaming’s business activities in France, Germany, South America and the United Kingdom. Prior to~~ this, ~~Ms. Vlcek served from 1999 to 2002, as Controller~~Current ~~with~~Report ~~promotion~~on ~~to Chief Financial Officer at PDS Gaming Corp., a slot machine leasing company serving the gaming industry. From 1993 through 1998, Ms.~~Form ~~Vlcek was Chief Financial Officer of Dynojet Research, Inc~~8-K. a manufacturer of after market automotive equipment. Ms. Vlcek was a Senior Accountant for Deloitte and Touche from 1990 to 1993. She also served as Production Controller for Guber/Peters Productions where she managed the accounting for several TV game shows including “The Dating Game,” “The Newlywed Game” and “The Gong Show.”

~~The~~Item ~~Company and Ms~~9. ~~Vlcek have not yet entered into a written employment agreement, but intend to do so at a future date~~01. ~~Ms. Vlcek~~ isFinancial anStatements ~~“at will” employee. She will receive a base salary of $155,000~~ and ~~will also be eligible to receive bonuses on an annual basis at the discretion of the board of directors~~Exhibits. Ms. Vlcek will also be granted 800,000 incentive stock options, pursuant to the Company’s 2003 Stock Plan. The options will vest over a 3-year period where the first 267,000 shares will vest on June 5, 2007, the second 267,000 shares will vest on June 5, 2008 and the remaining shares will vest on June 5, 2009, until all shares underlying the options have become vested. The options will have an exercise price of $0.34 per share and will expire on June 5, 2011.

~~The Company’s press release regarding Ms. Vlcek’s appointment is attached hereto and is incorporated herein by reference.~~(d) Exhibits

Resignation of Chief Financial Officer.

Exhibit No.				Description
10.1				Allonge #3, dated June 13, 2006, amending Secured Promissory Note by WinWin Gaming, Inc. to Solidus Networks, Inc., as amended by Allonge, dated March 31, 2006 and by Allonge #2, dated April 24, 2006.

On June 5, 2006, Larry Goldman resigned as the Chief Financial Officer of WinWin Gaming, Inc. (the “Company”). There was no disagreement between Mr. Goldman and the Company at the time of his resignation. Mr. Goldman will continue to support the Company in an advisory capacity as an independent contractor.2

2SIGNATURES

~~ITEM~~Pursuant ~~9.01~~to ~~EXHIBITS~~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.

Exhibit No.		Description
Date: June 14, 2006
99		Press Release of WinWin Gaming, Inc., dated June 9, 2006.
WINWIN GAMING, INC.
By:		/s/ MARTHA VLCEK
		Martha Vlcek, Chief Financial Officer

~~SIGNATURES~~EXHIBIT INDEX

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.

Exhibit No.				Description
10.1				Allonge #3, dated June 13, 2006, amending Secured Promissory Note by WinWin Gaming, Inc. to Solidus Networks, Inc., as amended by Allonge, dated March 31, 2006 and by Allonge #2, dated April 24, 2006.

~~Date: June 9, 2006~~4

WINWIN GAMING, INC.

By: /s/ Martie Vlcek Martie Vlcek, Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99		Press Release of WinWin Gaming, Inc., dated June 9, 2006.

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