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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

Commission File Number: 33-5516-LA

(Name of small business issuer in its charter)

Nevada		88-0219239
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
1515 E. Tropicana Ave, #140, Las Vegas, Nevada		89119
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (702) 795-3601

Securities registered pursuant to Section 12(b) of the Act:

     Yes [X ]     No  [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (subsection 229.405 of this chapter) is not contained herein, and will not be contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K.     [  ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).     Yes   [  ]     No  [X]

As of November 1, 2004, the aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $70,885

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. As of June 30, 2004 4,808,135, $0.001 par value

Western Gaming Corporation

Form 10-K

June 30, 2004

PART I

		Page
ITEM 1.	Business	1
ITEM 2.	Properties	2
ITEM 3.	Legal Proceedings	2
ITEM 4.	Submission of Matters to a Vote of Security Holders	2

PART II

ITEM 5.	Market for the Registrant's Common Equity and Related Stockholder Matters	3
ITEM 6.	Selected Financial Data	3
ITEM 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	5
ITEM 7A.	Quantitative and Qualitative Disclosure about Market Risk	6
ITEM 8.	Financial Statements and Supplementary Data	6
ITEM 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	6
ITEM 9A.	Controls and Procedures	6

PART III

ITEM 10.	Directors and Executive Officers of the Registrant	6
ITEM 11.	Executive Compensation	7
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management	8
ITEM 13.	Certain Relationships and Related Transactions	8
ITEM 14.	Principal Accounting Fees and Services	9

PART IV

ITEM 15.

Exhibits, Financial Statement Schedules, and Reports on Form 8-K

9

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Forward-Looking Information-General

This report on Form 10-K contains forward-looking statements that involve risks and uncertainties. Western Gaming Corporation's actual results may differ significantly from the results discussed in the forward-looking statements.

This report contains a number of forward-looking statements, which reflect Western Gaming Corporation's current views with respect to future events and financial performance including statements regarding Western Gaming Corporation's projections, and business endeavors. 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 Corporation 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 certain assumptions that my prove to be erroneous and are subject to certain risks including, but not limited to, Western Gaming Corporation's dependence on limited cash resources, and its dependence on certain key personnel within Western Gaming Corporation. Accordingly, actual results may differ, possibly materially, from the predictions contained herein.

On July 15, 2003, Beeper Plus, Inc. changed its name to Western Gaming Corporation. Western Gaming Corporation (the "Company" or "WGC"), a Nevada corporation, was incorporated on March 25, 1986, and has its corporate headquarters at 1515 E. Tropicana Ave, #140, Las Vegas, NV, 89119. WGC was in the business of collecting, organizing and disseminating timely sports information through wireless services to individual and corporate customers throughout the United States, Canada and the Caribbean, as well as news information through a network of resellers.

While the Company maintained its corporate name, Beeper Plus, Inc., we entered into a Purchase and Sale transaction on March 19, 2001, which became effective as of April 1, 2001. At that time, we sold the paging business known as The Sports Page and Score Page to BeepMe, a third party vendor and our creditor. As a consequence of the sale of our paging business, we ceased business operations in the paging business. We are currently seeking new business opportunities through acquisitions or a merger.

The dissemination of sports and news information is a competitive industry. There are a number of entities that were in direct or indirect competition with us in disseminating sports information. There are a number of enterprises that provide sports information through a number of traditional

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channels such as newspapers and television, and now through new media such as the Internet and wireless hand-held devices and PDAs, two-way pagers and mobile phones. Several disseminate sports information through a hand-held pager in a similar fashion as we did, while others feed sports information through cable television sports channels, commercial television sports news programs, sports information periodicals, the sports section of newspapers and radio, direct dial "900" score lines and online computer services. No one outlet dominates any of these channels. New technologies and providers have made the dissemination of information at any time and anywhere easy and convenient for any user to access sports information on a timely basis.

We had invested significantly in building our Sports Page and Score Page brands. We did not register any of our trademarks, nor did we investigate whether we had infringed third party trademark rights.

As of June 30, 2004, we had no employees.

We are a SEC reporting company and file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934. We file these reports electronically with the SEC. The SEC maintains an Internet site at "http://www.sec.gov/", that contains these reports, any proxy and information statements, and other information that we are required to file. Go to the EDGAR link for company filings. A copy of this report or any of our reports are available without charge upon request by contacting our corporate office.

We own no real property and we currently utilize office space contributed by Mr. Frank DeRenzo, one of our directors and shareholder, at no charge to us.

We had leased office space, located at 3900 Paradise Rd., Suite 201, Las Vegas, Nevada 89109 at the rate of $6,113 per month. The lease expired on June 30, 2001.

We sublet office space to a non-related party for $1,100 per month on a month to month basis.

We are not aware of any pending or threatened litigation against us that we expect will have a material adverse effect on our business, financial condition, liquidity, or operating results. However, legal claims are inherently uncertain and we cannot assure you that we will not be adversely affected in the future by legal proceedings.

None.

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Our Common Stock, par value $.001, currently trades on the NASD Pink Sheets. Our initial registration statement was declared effective by the Securities and Exchange Commission on June 20, 1986. As of our fiscal year ended June 30, 2004, there were approximately 224,100 shares traded through the National Association of Securities Dealers.

The market price information for our common equity pursuant to Item 201(a)(i)(iii) for each fiscal quarter from the fourth quarter ending June 30, 2002, through the fourth quarter ending June 30, 2004, was as follows:

The above bid and asked quotations represent prices between dealers and does not include retail markup, markdown or commission. They do not represent actual transactions and have not been adjusted for stock dividends or splits.

No dividends have been declared with respect to the Common Stock since our inception, and we don't anticipate paying dividends in the foreseeable future. However, there are no restrictions on our ability to declare dividends on our Common Stock.

On June 30, 2004, the approximate number of holders of record of our $.001 par value Common Stock was 258.

We have not paid any dividends on our stock.

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We had revenues of $0 for the fiscal year ended June 30, 2004, as compared to $0 for the fiscal year ended June 30, 2003. Our Statement of Operations reflects a net loss of $20,590 for the fiscal year ended June 30, 2004, compared to net income of $9,847 for the fiscal year ended June 30, 2003. This represented an increase in the net loss of approximately 109% due to interest and miscellaneous income of $233 for the fiscal year ended 2004 as compared to $8,019 for the fiscal year ended 2003.

For the fiscal year ended June 30, 2004, we were not successful in establishing any business operations, and as a consequence, we did not generate any revenues. We are in the process of identifying and developing new business ventures and/or business partners through acquisitions or mergers.

General and administrative expenses consists primarily of Legal, Accounting, Consulting and related costs, and administration expenses including storage rent, office and postage. General and administrative expenses increased from $16,981 for the fiscal year ended June 30, 2003, to $19,803 for the fiscal year ended June 30, 2004. No salaries or wages were paid during either fiscal period.

We had a working capital deficit of $232,635 at June 30, 2004, compared to a working capital deficit of $212,045 at June 30, 2003. For the fiscal year ended June 30, 2004, cash used in operating activities was $10,507, as compared to $12,574 for the fiscal year ended June 30, 2003. For the fiscal year ended June 30, 2004, investing activities provided $0 as compared to providing $0 for the fiscal year ended June 30, 2003. For the fiscal year ended June 30, 2004, financing activities provided $10,007 as compared to providing $1,500 for the fiscal year ended June 30, 2003. The $8,500 or approximately 570% increase in financing activities was primarily do to an advance by a related party. Net cash decreased by $501 for the fiscal year ended June 30, 2004 as compared to a decrease of $11,074 for the fiscal year ended June 30, 2003.

During the year ended June 30, 2004, we had short-term payables of, an advance of $1,500 from a related party, a $7,000 Note, unsecured, at an interest rate of 12% per annum, a $16,000 Note, Additionally, during the fiscal year ended 2004, we decreased an unsecured, non-interest bearing notes, due on demand and an open term, Note Payable, by $3,000 to $52,000.

We generated $0 revenues for fiscal year ended June 30, 2004 and a net loss of $20,590 for the fiscal year ended June 30, 2004, resulting in an accumulated deficit of $1,242,504 at June 30, 2004. Our ability to continue as a going concern is ultimately dependent on our ability to obtain another business venture and/or business partners and additional financing. We may choose to raise additional cash through the sale of equity or debt and obtain another business venture through a merger or acquisition. No assurance can be given that we will be successful in these efforts. We have no plans to pay dividends with respect to Common Stock in the foreseeable future.

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We had revenues of $0 for the fiscal year ended June 30, 2003, as compared to $0 for the fiscal year ended June 30, 2002. Our Statement of Operations reflects a net loss of $9,847 for the fiscal year ended June 30, 2003, compared to net income of $12,153 for the fiscal year ended June 30, 2002.

For the fiscal year ended June 30, 2003, we were not successful in establishing any business operations, and as a consequence, we did not generate any revenues. We are in the process of identifying and developing new business ventures and/or business partners through acquisitions or mergers.

General and administrative expenses consists primarily of personnel and related costs and administrative expenses including rent, utilities and postage. General and administrative expenses have decreased from $26,320 for the fiscal year ended June 30, 2002, to $16,981 for the fiscal year ended June 30, 2003. No salaries or wages were paid during the fiscal period.

We had a working capital deficit of $212,045 at June 30, 2003, compared to a working capital deficit of $202,198 at June 30, 2002. For the fiscal year ended June 30, 2003, cash used in operating activities was $12,574, as compared to $28,809 for the fiscal year ended June 30, 2002. For the fiscal year ended June 30, 2003, investing activities provided $0 as compared to providing $206,156 for the fiscal year ended June 30, 2002. For the fiscal year ended June 30, 2003, financing activities provided $1,500 primarily from an advance by a related party. For the fiscal year ended June 30, 2002, financing activities used 173,431 primarily from the retirement of a line of credit or approximately $160,000. Net cash decreased by $11,074 for the fiscal year ended June 30, 2003 as compared to an increase of $3,916 for the fiscal year ended June 30, 2002.

During the year ended June 30, 2003, we had short-term payables of, an advance of $1,500 from a related party, a $7,000 Note, unsecured, at an interest rate of 12% per annum, a $16,000 Note, unsecured, non-interest bearing, due on demand and an open term, $55,000 Note Payable.

We generated $0 revenues for fiscal year ended June 30, 2003 and a net loss of $9,847 for the fiscal year ended June 30, 2003, resulting in an accumulated deficit of $1,221,914 at June 30, 2003. Our ability to continue as a going concern is ultimately dependent on our ability to obtain another business venture and/or business partners and additional financing. We may choose to raise additional cash through the sale of equity or debt and obtain another business venture through a merger or acquisition. No assurance can be given that we will be successful in these efforts. We have no plans to pay dividends with respect to Common Stock in the foreseeable future.

Not Applicable

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See Financial Statements commencing on page F-i.

We have not had any changes in and disagreements with accountants on accounting and financial disclosure during our last two (2) fiscal years ended June 20, 2003 and June 30, 2004.

(a) Evaluation of Disclosure Controls and Procedures.

Based on their evaluation as of the end of the period covered by this Form 10-K, 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 that 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 year covered by this Form 10-K that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

The following table sets forth-certain information regarding each director and executive officer of the Company:

Our Directors are elected to hold office until the next annual meeting of shareholders or until their respective successors are duly elected and qualified. Our Officers serve at the discretion of the Board of Directors and are appointed by the Board of Directors.

Frank H. DeRenzo. Mr DeRenzo was elected as our President and Director on March 20, 1998. From May of 1997 to March 26, 1999, Mr. DeRenzo served as President and Director of Maven Enterprises, Inc. of Las Vegas, NV, a media company within the gaming industry. Since 1989, he has been Vice-President of gaming sales for Trans-Lux Corporation, the leading manufacturer of LED Displays worldwide, and is responsible for sports and race book contracts. From 1987

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to 1989, he was President of Intermark Imagineering, Inc. (manufacturer of computerized Keno systems). From 1984 to 1987, Mr. DeRenzo was Vice President of Sports Form, Inc. (satellite broadcast of horse racing). From 1984 to 1987, he was Vice-President of Satellite Simulcast Service, Inc. (transmission and encryption services to racetracks).

Robert Muniz. Mr. Muniz was re-appointed as our Director on April 1, 1999. From March 20, 1998 to July 1, 1998, Mr. Muniz was a Director of the Company. Mr. Muniz has been in the gaming industry for over 20 years. From 1978 to 2002, Mr. Muniz was the Race Book Manager at the Barbary Coast & Casino in Las Vegas, Nevada; the Race Book Manager at the Gold Coast Hotel & Casino; and the Director of Race Book Operations for Coast Resorts, Inc. Mr.Muniz has served as a consultant to Hyatt Regency, Riveria Hotel & Casino, Las Vegas Dissemination Company and the University of Arizona's Race Track Industry Program. Mr. Muniz also assisted in the establishment of the Nevada Pari-Mutuel Association.

DeAnn Moore. Ms. Moore was appointed as one of our Director's on April 16, 2001, and as our Secretary/Treasures on June 27, 2003. Ms. Moore joined the Company on April 6, 1998, as an administrative assistant and was promoted to office manager/bookkeeper. Ms. Moore has been a retail manager for five (5) years working for Country and More, a home décor and gift store and Pier One Imports.

The following table sets forth the total compensation we paid for our fiscal year ending June 30, 2004, to each of our executive officers. During the fiscal years ending June 30, 2004, 2003, and 2002, no Executive Officer or Director of the Company received cash remuneration in excess of $60,000. There are no standard arrangements for the compensation of directors.

Name	Annual Compensation Year Ended June 30			Long Term Compensation Restricted Stock Awards (#)
	2004	2003	2002
Frank H. DeRenzo—Director/President	$0	$0	$0
Robert Muniz—Director/Secretary/Treasurer	$0	$0	$0
DeAnn Moore—Director	$0	$0	$0

We did not issue any option grants in the fiscal year 2004.

Our Employee Stock Option Plan was previously extended to 2010. Currently no options have been issued under the Employee Stock Option Plan.

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The following table sets forth information as of the date hereof, based on information obtained from the persons named below, with respect to the beneficial ownership of the Common Stock by (i) each person known by us to own beneficially 5% or more of the Common Stock, (ii) each director and officer of the Company and (iii) all directors and officers as a group:

Name and Address of Beneficial Owner	Shares owned Beneficially	% Owned
Frank DeRenzo 1515 E. Tropicana Ave., #140 Las Vegas, NV 89119	2,443,712	50.82%
Robert Muniz 1515 E. Tropicana Ave., #140 Las Vegas, NV 89119	0	0%
DeAnn Moore 1515 E. Tropicana Ave., #140 Las Vegas, NV 89119	1,600	.0003%
Officers and Directors, and 5% shareholders as a group (3 in number)	2,445,312	50.85%

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our Directors, Executive Officers and persons who own more than 10% of a registered class of the Company's securities to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Directors, Executive Officers and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) reports they file.

We believe that during and for the year ended June 30, 2004, none of our Directors, Executive Officers and greater than 10% stockholders complied with Section 16(a) filing requirements. These persons have been advised as to the necessity to comply with Section 16(a) filing requirements.

During the fiscal year ended June 30, 2004, we did not enter into any transactions with related parties.

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Spector and Wong, LLP billed us an aggregate of approximately $7,500 in fees for professional services rendered in connection with the audit of the Company's financial statements, and reviews of the financial statements included in the Company's quarterly reports for the most recent fiscal year ended June 30, 2004, and fees of approximately $7,600 for those services during the fiscal year ended June 30, 2003.

Spector and Wong, LLP did not bill us any audit-related fees during our fiscal year ended June 30, 2004.

Spector and Wong, LLP did not bill us any tax fees during our fiscal year ended June 30, 2004.

Spector and Wong, LLP did not bill us for any professional services rendered to the Company and its affiliates for the fiscal year ended June 30, 2004, in connection with financial information systems design or implementation, the operation of the Company's information system.

Spector and Wong, LLP has not billed us any fees for professional services rendered other than those listed above.

Our board of directors has determined that the provision of services by Spector and Wong, LLP, as set forth above, is compatible with maintaining Spector and Wong, LLP's independence.

(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

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(b)   Items filed as part of report:

Attached hereto commencing on Page F-i are the financial statements and Supplementary Data required by Item 8 of this Form.

(c)   Reports on Form 8-K

We filed a Report on Form 8-K on July 15, 2003, announcing that we had 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. 3. Give the Company authority to issue an aggregate of twenty million (20,000,000) $.001 par value shares of preferred stock.

.

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.

November 30, 2004

(Registrant)

Frank DeRenzo

President

In accordance with the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.

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FINANCIAL STATEMENTS

June 30, 2004

INDEX

	Page
INDEPENDENT AUDITOR'S REPORT BALANCE SHEETS STATEMENTS OF OPERATIONS STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT STATEMENTS OF CASH FLOWS NOTES TO FINANCIAL STATEMENTS	F-1 F-2 F-3 F-4 F-5 F-6

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HAROLD Y. SPECTOR, CPA	SPECTOR & WONG, LLP	80 SOUTH LAKE AVENUE
CAROL S. WONG, CPA	Certified Public Accountants	SUITE 723
	(888) 584-5577	PASADENA, CA 91101
	FAX (888) 584-8033

INDEPENDENT AUDITOR'S REPORT