PART II--OTHER INFORMATION

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PART I--FINANCIAL INFORMATION

WESTERN GAMING CORPORATION.

(UNAUDITED)

CONDENSED FINANCIAL STATEMENTS

December 31, 2003

INDEX

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See notes to the financial statements

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See notes to the financial statements

F-2

See notes to the financial statements

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Nature of Business Beeper Plus, Inc. (the "Company") historically disseminated sports and news information directly to customers nationwide through hand held pagers by utilizing contracted paging services. The Company also utilized independent distributors to provide information to clients within the United States. In April 2001, the Company sold its business to a vendor and was not operating since then.

The Company is currently seeking to form a joint venture to own and operate a 40-room hotel and approximately 80 acres of beachfront property in LaPaz of Mexico. As of September 10, 2004, the project is still open.

A summary of significant accounting policies follows.

Presentation of Interim Information: The financial information at December 31, 2003 and for the three and six months ended December 31, 2003 and 2002 is unaudited but includes all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of the financial information set forth herein, in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and with the instructions to Form 10-Q. Accordingly, such information does not include all of the information and footnotes required by U.S. GAAP for annual financial statements. For further information, refer to the Financial Statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2003.

The results for the three and six months ended December 31, 2003 may not be indicative of results for the year ending June 30, 2004 or any future periods.

The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Presently, the Company is not operating and expects no funds will be generated from operations in the near future. As a result, the Company expects to continue to incur operating losses and may not have enough money to grow its business in the future. The Company can give no assurance that it will achieve profitability or be capable of sustaining profitable operations. As a result, operations in the near future are expected to continue to use working capital.

As the Company incurred net losses for the three and six months ended December 31, 2003 and 2002, the effect of dilutive stock options totaling 1.2 million has been excluded from the calculation of diluted net loss per share because it was anti-dilutive. However, these options could be dilutive in the future.

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The following table sets forth the computation of basic and diluted net loss per share:

On October 14, 2003, the Company changed its name to Western Gaming Corporation. The board of Directors approved to increase the authorized shares of common stock to eighty million (80,000,000) and the authorized shares of preferred stock to twenty million (20,000,000). Both have a par value of $0.001 per share. As of December 31, 2003, the Company did not have any preferred stock issued and outstanding. The accompany financial statements have been retroactively adjusted to reflect the change of par value from $0.01 to $0.001.

SFAS No. 131 "Disclosures about Segments of an Enterprise and Related Information" requires that a publicly traded company must disclose information about its operating segments when it presents a complete set of financial statements. Since the Company currently has no operations; accordingly, detailed information of the reportable segment is not presented.

The Company from time to time enters into certain types of contracts that contingently require the Company to indemnify parties against third-party claims. These contracts primarily relate to: (i) divestiture agreements, under which the Company may provide customary indemnifications to purchasers of the Company's businesses or assets; and (ii) certain agreements with the Company's officers, directors and employees, under which the Company may be required to indemnify such persons for liabilities arising our of their employment relationship.

The terms of such obligations vary. Generally, a maximum obligation is not explicitly stated. Because the obligated amounts of these types of agreements often are not explicitly stated, the overall maximum amount of the obligation cannot be reasonably estimated. Historically, the Company has not been obligated to make significant payments for these obligations, and no liabilities have been recorded for these obligations on its balance sheet as of December 31, 2003.

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Forward-Looking Information-General

This report contains a number of forward-looking statements, which reflect Western Gaming Corporation's ("the Company" or "Western Gaming") current views with respect to future events and financial performance including statements regarding Western Gaming's projections, and the sports paging industry. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated. In this report, the words "anticipates", "believes", "expects", "intends", "future", "plans", "targets" and similar expressions identify forward-looking statements. Readers are cautioned to not place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof Western Gaming undertakes no obligation to publicly revise these forward-looking statements, to reflect events or circumstances that may arise after the date hereof. Additionally, these statements are based on ce rtain assumptions that may prove to be erroneous and are subject to certain risks including, but not limited to, Western Gaming's dependence on limited cash resources, and its dependence on certain key personnel within Western Gaming.

Results of Operations

Pursuant to a Purchase and Sale transaction, effective as of April 1, 2001, the Company sold its paging business known as The Sports Page and Score Page to BeepMe, a third party vendor and creditor of the Company. As a consequence of the sale of its paging business, the Company ceased business operations in the paging business and is currently seeking new business opportunities through acquisitions or a merger.

The Company historically generated operating revenues by the dissemination of sports and news information through the utilization of contracted paging services directly to customers nationwide, including Hawaii, Alaska and the Caribbean, through a hand-held alpha-numeric pagers called The Sports Page and The Front Page. The Company also utilized independent distributors to provide The Sports Page to clients in two locations throughout the United States. The distributors in each territory entered into Distribution Agreements, which provided that a percentage or minimum as per their contract of gross revenues earned by the distributor was paid to the Company. Also pursuant to the Agreement, the distributor was typically required to pay the Company a minimum monthly fee; thus, the Company was attempting to ensure minimum monthly revenue for the Company.

For the quarter ended December 31, 2003, Western Gaming generated $0.00 revenues, as compared to $0.00 for the quarter ended December 31, 2002. This lack of the generation of revenues by Western Gaming was in fact due to Western Gaming's sale of its paging business and services, which was its only revenue generating source and it has not as yet developed any revenue source or completed a merger or acquisition of an ongoing operation.

The following tables set forth selected information from the Statements of Operations for the three month periods ended December 31, 2003 and 2002 (Unaudited), and Balance Sheets as of June 30, 2003 (Audited) and three month period ending December 31, 2003 (Unaudited).

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Selected Statement of Operations Information

Selected Balance Sheet Information

Operating expenses were $10,281 for the three months ended December 31, 2003 and $7,908 for December 31, 2002, representing an increase in operating expenses of $2,373 or approximately 30%. This increase was a result of Western Gaming's increased efforts to develop a source of revenues or determine a potential merger or acquisition candidate.

Net loss from operations for the three months ended December 31, 2003, at $10,536 compared to a net loss of $8,118 at December 31, 2002. Beeper did not generate any revenues in either three month period ending December 21, 2003 or December 31, 2002 and the increase in the net loss from operations was a result of Western Gaming's increased attempt to determine a new source of revenues or to identify a possible merger/acquisition candidate.

Due to Western Gaming's sale of its paging business, Western Gaming at this time does not offer any products for sale or offer any services; therefore, Western Gaming incurred no cost of sales or services for the periods ended December 31, 2003, or December 31, 2002.

Liquidity and Capital Resources

For the three month unaudited period ending December 31, 2003, the Company had $9 in cash and cash equivalents, as compared to $620 for the audited period ending June 30, 2003.

Cash flows provided by operating activities for the six months ended December 31, 2003, was $2,389 as compared to cash flows used in operating activities of $8,392 for the six months ended December 31, 2002. This increase was a result of Western Gaming's increase in accounts payable and accrued expenses of $14,855 for the six-month period ended December 31, 2003 as compared to increase of $2,037 for the six-month period ended December 31. 2002.

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Cash flows provided by investing activities for the six months ended December 31, 2003, was $0.00 as compared to $0.00 for the six months ended December 31, 2002. Western Gaming did not undertake any endeavors to raise capital for the six-month period ending December 31, 2003.

As a result of the repayment of notes payable, cash flows used in financing activities for the six months ended December 31, 2003, was $3000, as compared to using $0.00 for the six months ended December 31, 2002. Western Gaming did not undertake any other ventures in the six months ended December 31, 2003.

Not Applicable

(a)    Evaluation of Disclosure Controls & Procedures.

Based on their evaluation as of the end of the period covered by this Form 10-Q, the Company's principal executive officer and principal financial officer have carried out an evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon this evaluation, the principal executive officer and principal financial officer have concluded the Company's disclosure controls and procedures are effective in timely informing them of material information relating to the Company required to be disclosed in its reports under the Securities Exchange Act of 1934.

(b)   Changes in Internal Control over Financial Reporting

There was no change in the Company's internal control over financial reporting during the Company's fiscal quarter covered by this Form 10-Q that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II--OTHER INFORMATION

The Company has no legal proceedings in effect.

There have been no changes in securities during this reporting period.

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ITEM 3.

Defaults Upon Senior Securities.

The Company has incurred no defaults upon senior securities during this reporting period.

There were no matters submitted to a vote of security holders during this reporting period.

On July 15, 2003, the Company filed with the Nevada Secretary of State, a Certificate of Amendment to Articles of Incorporation for Nevada Profit Corporations to: 1) Change the name of the Corporation from Beeper Plus, Inc. to Western Gaming Corporation; 2) Change the aggregate number of authorized common stock the Company has authority to issue from ten million (10,000,000) $.01 par value shares to eighty million (80,000,000) $.001 par value shares of common stock.; and 3) Give the Company authority to issue an aggregate of twenty million (20,000,000) $.001 par value shares of preferred stock.

(a)   Exhibits

Exhibit 31.1   Certification of President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2   Certification of Secretary/Treasurer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1   Certification of President pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.2   Certification of Secretary/Treasurer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)   Reports on Form 8-K

During this reporting period, the Company filed one (1) report on Form 8-K, dated October 21, 2003, regarding Item 5-Other Events, disclosing the information reported in Item 5-Other Information of this quarterly report.

SIGNATURES

In accordance with 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.

(Registrant)

(Signature)

Name/Title (print)

Date: October 4, 2004

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