PART II--OTHER INFORMATION

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PART I--FINANCIAL INFORMATION

WESTERN GAMING CORPORATION. (FKA BEEPER PLUS, INC.)
(UNAUDITED)
CONDENSED FINANCIAL STATEMENTS

March 31, 2005

INDEX

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See notes to the unaudited interim financial statements

F-1

See notes to the unaudited interim financial statements

F-2

See notes to the unaudited interim financial statements

F-3

Nature of Business Western Gaming Corporation (FKA Beeper Plus, Inc., the "Company") has 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 has not commenced any operations 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, Mexico. As of June 6, 2005 the project is still open.

A summary of significant accounting policies follows.

Presentation of Interim Information: The financial information at March 31, 2005 and for the three and nine months ended March 31, 2005 and 2004 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, 2004.

The results for the three and nine months ended March 31, 2005 may not be indicative of results for the year ending June 30, 2005 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 nine months ended March 31, 2004, the effect of dilutive stock options totaling 1.2 million have been excluded from the diluted net loss per share computation as it was antidilutive. However, these options could be dilutive in the future.

The Company had no dilutive items as of March 31, 2005. Dilutive net income per share does not differ from basic net income per share.

F-4

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

NOTE 4-SEGMENT INFORMATION

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.

NOTE 5-RELATED PARTIES TRANSACTIONS

The Company had notes payable to related parties in the amounts of $68,000 and $76,500 as of March 31, 2005 and June 30, 2004.

On January 5, 2005, the President exercised his 1,000,000 stock options at four cents per share. The stock value was charged against the notes payable to related accrued interest and accrued compensation due to the President. In addition, on February 21, 2005, the Board of Directors accepted two stock optionees exercise their options, totaling 200,000 shares at 4 cents per share. The Board approved the total proceeds of $8,000 to be charged against the accrued compensation payable to the President.

NOTE 6-SALE OF IMPAIRED INVESTMENT

In January of 2005, the Company sold a fully impaired investment and recognized a gain of $12,931, which was included in other income.

NOTE 7-GUARANTEES

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 out of their employment relationship.

F-5

WESTERN GAMING CORPORATION (FKA BEEPER PLUS, INC.)
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS

NOTE 7-GUARANTEES (continued)

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 March 31, 2005.

NOTE 8-SUBSEQUENT EVENTS

A group of potential investors have an interest in buying the President's shares of the Company; the subject is still in negotiation.

F-6

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 certain 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, to 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 an acquisition 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, pursuant to their contract, a percentage 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 March 31, 2005, Western Gaming generated $0.00 revenues, as compared to $0.00 for the quarter ended March 31, 2004. 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 March 31, 2005 and 2004 (Unaudited), and Balance Sheets as of June 30, 2004 (Audited) and three month period ending March 31, 2005 Unaudited).

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Selected Statement of Operations Information

Selected Balance Sheet Information

Operating expenses were $10,475 for the three months ended March 31, 2005 and $5,226 for March 31. 2004, representing an increase in operating expenses of $5,249 or approximately 100%. This increase was a result of Western Gaming's increased efforts in seeking a new source of revenues or identify a potential merger or acquisition candidate.

Net income from operations for the three months ended March 31, 2005, at $2,456 compared to a net loss of $5,300 at March 31, 2004. Western Gaming did not generate any revenues in either three month period ending March 31, 2005 or March 31. 2004. The increase in the net income from operations was a result of Western Gaming's sale of a fully impaired investment recognizing a gain of $12,931.

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 March 31, 2005, or March 31, 2004.

Liquidity and Capital Resources

For the three month unaudited period ending March 31, 2005, the Company had $2,911 in cash and cash equivalents, as compared to $119 for the audited period ending June 30, 2004.

Cash flows used in operating activities for the nine months ended March 31, 2005, was $24,139 as compared to cash flows used in operating activities of $12,305 for the nine months ended March 31, 2004. This increase was a result of Western Gaming's disposal of an impaired investment for the nine-month period ended March 31, 2005.

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Cash flows provided by investing activities for the nine months ended March 31, 2005, was $12,931 as compared to $0.00 for the nine months ended March 31, 2005. This increase in investing activities was a result of Western Gaming's disposal of an impaired investment. Western Gaming did not undertake any other endeavors to raise capital for the nine-month period ending March 31, 2005.

As a result of an increase in notes payable, cash flows provided by financing activities for the nine months ended March 31, 2005, was $14,000, as compared to providing $900 for the nine months ended March 31, 2004. Western Gaming did not undertake any other ventures in the nine months ended March 31, 2005.

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.

The Company had notes payable to related parties in the amounts of $68,000 and $76,500 as of March 31, 2005 and June 30, 2004.

On January 5, 2005, the President exercised his 1,000,000 stock options at four cents per share. The stock value was charged against the notes payable to related accrued interest and accrued compensation due to the President. In addition, on February 21, 2005, the Board of Directors accepted two stock optionees exercise their options, totaling 200,000 shares at 4 cents per share. The Board approved the total proceeds of $8,000 to be charged against the accrued compensation payable to the President.

(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

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.

Western Gaming Corporation
(Registrant)

/s/Frank DeRenzo
(Signature)

Frank DeRenzo/President
Name/Title (print)

Date: June14, 2005

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