UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.1)*
Win Gaming Media, Inc.
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
972638100
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(CUSIP Number)
October 20, 2010
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
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CUSIP NO. 972638100 13G PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSONS
Pini Gershon
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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5 SOLE VOTING POWER
5,101,950
NUMBER OF -----------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 5,101,950
PERSON WITH -----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,101,950
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [_]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.9%
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12 TYPE OF REPORTING PERSON (See instructions)
IN
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ITEM 1(A). NAME OF ISSUER
Win Gaming Media, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
103 Foulk Road, Suite 202, Wilmington, DE 19803
ITEM 2(A). NAME OF PERSONS FILING:
Pini Gershon
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
4 Avshalom Haviv, Tel Aviv 69495, Israel
ITEM 2(C). CITIZENSHIP:
Israel
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, $.001 par value per share
ITEM 2(E). CUSIP NUMBER:
972638100
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.SS. 240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [_] Broker or Dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b) [_] Bank as defined in Section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [_] Insurance Company as defined in Section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) [_] Investment Company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An Investment Adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E).
(f) [_] An employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(1)(ii)(F).
(g) [_] A Parent Holding Company or control person, in
accordance with ss.240.13d-1(b)(1)(ii)(G).
(h) [_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [_] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [_] Group, in accordance with ss.240.13d-1(b)(1)(ii)(K).
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: As of the date of this Schedule
13G, the reporting person owns 4,476,950 shares of Common
Stock and currently exercisable warrants to acquire 625,000
shares of Common Stock.
(b) Percent of class: 13.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 5,101,950
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
5,101,950
(iv) Shared power to dispose or to direct the disposition
of: 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than 5 percent of the class of
securities, check the following [_].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY OR CONTROL PERSON.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: November 29, 2010
/s/ Pini Gershon
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Pini Gershon