-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TJVfKnq/SSlXsdy1psQsegbW0sS7Ow2UIUDJqAjOTTRZykzqrDutt+edVbmLA0ra 3bKDECmxz+ah4V8ekG6SZQ== 0001019687-03-001649.txt : 20030814 0001019687-03-001649.hdr.sgml : 20030814 20030813194413 ACCESSION NUMBER: 0001019687-03-001649 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030814 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROGERS PATRICK O CENTRAL INDEX KEY: 0001247718 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 9101 W SAHARA AVENUE STREET 2: SUITE 105-D34 CITY: LAS VEGAS STATE: NV ZIP: 89117 BUSINESS PHONE: 7022334138 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WINWIN GAMING INC CENTRAL INDEX KEY: 0000897545 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 841219819 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44162 FILM NUMBER: 03843040 BUSINESS ADDRESS: STREET 1: 9101 W. SAHARA AVE. #105-D34 CITY: LAS VEGAS STATE: NV ZIP: 89117 BUSINESS PHONE: 702-233-4138 MAIL ADDRESS: STREET 1: 9101 W. SAHARA AVE. #105-D34 CITY: LAS VEGAS STATE: NV ZIP: 89117 FORMER COMPANY: FORMER CONFORMED NAME: JUNUM INC DATE OF NAME CHANGE: 20010123 FORMER COMPANY: FORMER CONFORMED NAME: EURBID COM INC DATE OF NAME CHANGE: 20010123 FORMER COMPANY: FORMER CONFORMED NAME: LS CAPITAL CORP DATE OF NAME CHANGE: 19961016 SC 13D 1 rogers_13d-040103.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 WINWIN GAMING, INC. ------------------- (Name of Issuer) COMMON STOCK ------------ (Title of Class of Securities) 000-21566 --------- (CUSIP Number) WINWIN GAMING, INC. 2804 WHISPERING WIND DRIVE LAS VEGAS, NEVADA 89117 TELEPHONE: (702) 233-4138 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) APRIL 1, 2003 ------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item I; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. - -------------------------------------------------------------------------------- 1. Name of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). PATRICK O. ROGERS - -------------------------------------------------------------------------------- 2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) [_] (b) [_] NOT APPLICABLE - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) PF - -------------------------------------------------------------------------------- 5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization UNITED STATES - -------------------------------------------------------------------------------- 7. Sole Voting Power NUMBER OF 8,750,000 SHARES OF COMMON STOCK SHARES ----------------------------------------------------------------- BENEFICIALLY 8. Shared Voting Power OWNED BY N/A EACH ----------------------------------------------------------------- REPORTING 9. Sole Dispositive Power PERSON 8,750,000 SHARES OF COMMON STOCK WITH ----------------------------------------------------------------- 10. Shared Dispositive Power N/A - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 8,750,000 SHARES OF COMMON STOCK - -------------------------------------------------------------------------------- 12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [_] N/A - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 36.3% OF COMMON STOCK - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) INDIVIDUAL - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock, $.001 par value (the "Common Stock") and other securities of WinWin Gaming, Inc.,(the "Issuer"), a Utah corporation, which has its principal executive offices at 2804 Whispering Wind Drive, Las Vegas, Nevada 89117 ITEM 2. IDENTITY AND BACKGROUND This statement relates to the securities of the Issuer that were acquired by Patrick O. Rogers whose principal business is worldwide gaming and lotteries. The business address of Mr. Rogers is: 2804 Whispering Wind Drive, Las Vegas, Nevada 89117 Mr. Rogers has not during the last five years been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws. Mr. Rogers is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Mr. Rogers acquired 8,750,000 shares of the Common Stock, $.001 par value of the Issuer effective April 1, 2003, in exchange for all of his Common Stock in WinWin Gaming Holdings, Inc., a Delaware corporation. ITEM 4. PURPOSE OF TRANSACTION The purpose of the acquisition of the securities of the Company by Mr. Rogers was primarily for investment purposes. (a) There are no tentative plans and proposals to issue additional securities of the Company in exchange for assets. (b) There are no current plans or proposals regarding an extraordinary transaction, such as a specific merger, reorganization, or liquidation involving the Company or its subsidiaries, except as described in Item 3 above. (c) There are no current plans or proposals involving a sale or transfer of a material amount of the assets of the Company. (d) There are no plans to change the total authorized number of directors on the Board of Directors, or to change their term of office, except as disclosed by the Company in its Form 8-K current reports dated April 1, 2003 and April 3, 2003. 3 (e) There are no current plans or proposals to cause any material change in the present capitalization or dividend policy of the Company. (f) There are no current plans or proposals to make material changes in the Company's business or corporate structure, except as disclosed by the Company in its Form 8-K current reports dated April 1, 2003 and April 3, 2003. (g) There are no current plans or proposals to make any changes in the Company's charter, bylaws or similar instruments, or other actions that may impede the acquisition of control of the Company by any person, except as disclosed by the Company in its Form 8-K current reports dated April 1, 2003 and April 3, 2003. (h) There are no current plans or proposals to cause the Common Stock of the Company to be delisted from the over-the-counter Electronic Bulletin Board market. (i) There are no current plans or proposals to cause the Common Stock of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. (j) There are no current plans or proposals regarding any action similar to those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the date hereof, Mr. Rogers is the beneficial owner of 8,750,000 shares of the Common Stock of the Issuer held in the name of the Rogers Living Trust (8,250,000 shares) and the China Sue Trust (500,000 shares). (b) Mr. Rogers has the sole power to vote and to dispose of the securities of the Issuer described herein. (c) No other purchases or sales of the Common Stock of the Issuer have been made by Mr. Rogers during the 60 days preceding this purchase. (d) To the best knowledge of Mr. Rogers, no other person or entity has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by him. (e) Not Applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) to the best his knowledge, concerning the transfer or the voting of any securities of the Company, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies regarding the securities of the Company owned by Patrick O. Rogers. 4 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. August 12, 2003 By: s/Patrick O. Rogers ------------------------ Patrick O. Rogers 5 -----END PRIVACY-ENHANCED MESSAGE-----