8-K 1 v026761_8k.txt 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.

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): July 11, 2005 (July 5, 2005)

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) 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):

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 1.01. Entry Into a Material Definitive Agreement.

On July 5, 2005, WinWin Gaming, Inc. (the “Company”) entered into an asset purchase agreement (the “Agreement”) with Bijou Studios, Inc. (the “Seller”), a corporation controlled by Paul Zain, pursuant to which the Seller sold to the Company all of the Seller’s rights to the Assets (as defined below) for an aggregate purchase price of $400,000 of which $185,000 is payable in common stock of the Company. The purchase price is payable in installments as follows: (i) $10,000 in cash was paid upon execution of the Agreement, (ii) $90,000 in cash will be paid at the closing of the acquisition of the Assets (the “Closing”), (iii) $65,000 in cash is payable 30 days following the Closing, (iv) $50,000 in cash is payable 60 days following the Closing, and (v) $185,000 in stock is payable within 90 days of the Closing.

The value of the stock portion of the purchase price was determined by reference to the market price of the Company’s Common Stock on the last trading date prior to the execution of the Agreement (i.e., July 1, 2005). On such date, the Company’s Common Stock closed at $0.78, therefore, the Company is obligated to issue to 237,179 shares of its Common Stock to the Seller on the 90th day following the Closing.

The “Assets” acquired by the Company consist of game software applications known as the ClanPass Tournament System. The Assets include (i) the Lobby Challenge Server, which is a match-making service that allows full interaction between players via chat, instant messaging and instant challenging, (ii) the Tourney Management Server, which provides tournament administrators with a suite of applications for processing payments, creating networks of game servers and Lobby Challenge Servers, processing post-game results, and building template-based tournaments, (iii) the Game Server Controller, which supports the integration of third party game servers using an extensive library and API, and (iv) the Café Portal Server, which provides players with a complete system for managing their tournament transactions, making deposits and withdrawals, managing personal information, building global stats and ranking within the ClanPass network, and generation of reports such as year to date summaries.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Asset Purchase Agreement, dated July 5, 2005, between the Company and Bijou Studios, 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: July 11, 2005

WINWIN GAMING, INC. By: /s/ Larry Goldman Larry Goldman, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Asset Purchase Agreement, dated July 5, 2005, between the Company and Bijou Studios, Inc.

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