SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Private Opportunities Fund LP (Last) (First) (Middle) C/O PANTHEON VENTURES, INC. 600 MONTGOMERY STREET, 23RD FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/20/2005	3. Issuer Name and Ticker or Trading Symbol WINWIN GAMING INC [ WNWN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,113,500(1)(2)(3)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Private Opportunities Fund LP (Last) (First) (Middle) C/O PANTHEON VENTURES, INC. 600 MONTGOMERY STREET, 23RD FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SPO GP, LLC (Last) (First) (Middle) C/O PANTHEON VENTURES, INC. 600 MONTGOMERY STREET, 23RD FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PANTHEON HOLDINGS LTD (Last) (First) (Middle) C/O PANTHEON VENTURES, INC. 600 MONTGOMERY STREET, 23RD FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PANTHEON VENTURES INC. (Last) (First) (Middle) C/O PANTHEON VENTURES, INC. 600 MONTGOMERY STREET, 23RD FL. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. ) These securities are owned solely by Private Opportunities Fund, L.P. (the "Partnership"). Pantheon Ventures Inc., the investment adviser to the Partnership, disclaims beneficial ownership of these securities, and the inclusion of these shares in this report shall not be deemed or construed as an admission that Pantheon Ventures Inc. is the beneficial owner of all of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

2. SPO GP, LLC, which became the general partner of the Partnership on July 20, 2005, disclaims beneficial ownership of these securities, and the inclusion of these shares in this report shall not be deemed or construed as an admission that SPO GP, LLC is the beneficial owner of all of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

3. Pantheon Holdings Limited, the indirect U.K parent of the Partnership, disclaims beneficial ownership of these securities, and the inclusion of these shares in this report shall not be deemed or construed as an admission that Pantheon Holdings Limited is the beneficial owner of all of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

	/s/ David Braman, Attorney in fact	02/01/2006
	** Signature of Reporting Person	Date
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