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Article by DailyStocks_admin    (10-09-08 04:50 AM)

Filed with the SEC from Sep 25 to Oct 1:

NTN Buzztime (NTN)
Trinad Capital Master Fund demanded the resignation of four directors from the six-member board and replacement with its own slate of directors. The resignations demanded: Michael Fleming, Barry Bergsman, Gary Arlen and Robert Clasen. The replacements for consideration: Robert S. Ellin, Jay Wolf, Bruce Stein and Ian Aaron. Trinad said that if the resignations do not occur, it will take legal action. Trinad owns 6,741,127 shares (12.11%).

BUSINESS OVERVIEW

Business

Unless otherwise indicated, references herein to “Buzztime”, “NTN,” “we,” “us” and “our” refer to NTN Buzztime, Inc. and its consolidated subsidiaries. NTN Buzztime, Inc. was incorporated in Delaware in 1984 as Alroy Industries and changed its corporate name to NTN Communications, Inc. in 1985. We changed our name to NTN Buzztime, Inc. in 2005 to better reflect the growing role of the Buzztime consumer brand.

We own several trademarks and consider the Buzztime and Play Along TV trademarks to be among our most valuable assets.

Overview

We have been in the business of providing compelling, multi-point social interactive entertainment for more than 20 years. Our interactive entertainment is distributed in-home and out-of-home across broadband platforms including online, cable TV, satellite TV and in approximately 3,900 restaurants, sports bars and pubs throughout North America and the United Kingdom. Our entertainment is also available in the form of games and books sold at the retail level.

Historically we have operated principally through two operating divisions: Entertainment and Hospitality. The Hospitality division has now been either sold or discontinued as of December 31, 2007. Our core business representing our continuing operation has historically been referred to as the Entertainment Division and is now more commonly referred to as “Buzztime.” The Entertainment Division is comprised of the out-of-home Buzztime Interactive Television Network, also referred to as the Buzztime iTV Network or iTV Network and Buzztime Distribution.

Currently, the iTV Network is the operating segment focused on the distribution of our interactive promotional television game network to primarily hospitality venues such as restaurants, sports bars and pubs.

Buzztime Distribution distributes the Company’s content and technology to other third-party consumer platforms including cable television, satellite television, internet, retail games and books.

Our Strategy

As we continue to focus on our core business, our strategy is to increase the distribution of our brand of social interactive entertainment both out-of-home and in-home to drive revenue growth through increased subscription revenues and increased advertising revenue.

Key elements of our strategy to accomplish our business objectives include the following:

Grow out-of-home network

Our plans to grow our out-of-home network include the following:


•

Expand product offerings. With the emergence of out-of-home digital media, we plan to leverage our 20 year history in what has now become commonly known as “digital signage” to expand our offerings. We believe we have the technology, content aggregation and creative capabilities to deliver a compelling offering to all types of customers not only in the hospitality industry but other markets as well. In the hospitality market today we currently have a three tier offering each of which includes interactivity aimed at engaging and entertaining patrons. We believe there is a market to expand our products to include non-interactive applications that are designed to promote our customers’ brands and deliver merchandising messages in an entertaining format. These offerings may include variations of video libraries of unique content that we produce or acquire to meet customer preferences that also complement their brand identities. We believe that expanding our product offerings to more effectively meet the needs of our subscribing sites, advertisers and audience will enable us to be successful in increasing new site sales and expanding into vertical markets.


•

Improve the entertainment value of our content. We expect to increase game play, grow our player and audience community, improve customer retention and increase site sales by continuing to improve the entertainment value of our games and our content. As such, we plan to begin porting all of our content and games to a more robust and visually rich platform. We also plan to regularly introduce new titles that are fun, engaging and relevant aimed at attracting new demographics and increasing our audience and overall viewership.


•

Increase level of activity in promotions/competitions and marketing efforts. We intend to continue to build the Buzztime brand into an increasingly popular entertainment experience for people who are looking for competition, social interaction and entertainment. As in 2007, we plan to continue to invest in our field marketing support activities to continue to drive on-premise participation and game play through local events, endorsements, tournaments, championships and prizing, all promoted in local media. We will also expand on our rookie program launched in April 2007, which is designed to educate our subscribers on our offering and engage them in using our Buzztime system to drive traffic to their locations and build a loyal Buzztime player base. Additionally, we plan to leverage our player web site at www.players.buzztime.com through online viral marketing, online trivia challenges and direct-to-consumer grassroots marketing designed to drive additional interest, excitement and traffic for our games and our venues. We believe that these initiatives will play a significant role in improving our customer retention and increasing sales to new customers.


•

Continue to focus on national key accounts. Currently, national accounts represent approximately 28% of our total subscriber base. We believe we have significant opportunities to grow this segment by offering customized solutions. These solutions will be aimed at addressing the revenue, promotional, branding and operational needs of these unique customers.

Grow advertising revenue

We believe we are well positioned to capitalize on the emerging opportunity in out-of-home media in order to drive significant advertising revenue in 2008 and beyond. Our current out-of-home venues operate in approximately 200 designated market areas across the United States providing advertisers broad coverage and/or the ability to target a combination of locations and markets. In addition to adding internal resources dedicated to direct advertising sales, we have expanded our channels of distribution by partnering on a nonexclusive basis with multiple advertising agencies and advertising networks. Additionally, we have begun important audience measurement studies led by a well known and respected audience validation company that is intended to provide independent justification that advertisers require. We intend to stay at the forefront of the out-of-home advertising industry and we will continue to actively participate in key industry affiliations including the Out-of-home Video Advertising Bureau (OVAB).

Increase distribution of the Buzztime-branded content

Buzztime games are currently available for free to approximately 350,000 digital cable subscribers in eight cable systems in the United States including Comcast and Blue Ridge Communications. Buzztime games are available via satellite through Echostar DISH and Bell Canada ExpressVu on a premium subscription basis.

We intend to broaden Buzztime’s interactive entertainment business and provide more access points for current players and a new generation of viewers. During 2008, we plan to launch an interactive broadband distribution targeting the online experience through our own web presence and also through partner websites and viral distribution. Our internet product will combine our casual games with rich media and interactive broadband video to create a compelling next generation entertainment experience.

Operating Segments and Geographic Areas

Financial information for each of our business segments during the last two fiscal years is contained in our consolidated financial statements included elsewhere in this report (see Note 22).

The Entertainment Division

Buzztime iTV Network Segment

The out-of-home Buzztime iTV Network has maintained a unique and preemptive position in the hospitality industry for over 20 years as a promotional platform providing interactive entertainment to patrons in restaurants and sports bars (hospitality venues). Approximately 84% of our current consolidated revenues are derived from this segment as we receive recurring service fees from subscribing hospitality venues (Network subscribers) and advertising revenues.

The iTV Network distributes a wide variety of engaging interactive multi-player games, including trivia quiz shows, play-along sports programming, casino-style and casual games to our Network subscribers. Patrons use our wireless game controllers, or Playmakers, to play along with the Buzztime games which are displayed on television screens. Buzztime players can compete with other players within their hospitality venue and also against players in other Network subscriber venues.

We target national and regional hospitality chains as well as local independent hospitality venues that desire a competitive point-of-difference to attract and retain customers. As of December 31, 2007, we had 3,490 United States Network subscribers, 322 Canadian subscribers and 65 U.K. subscribers. Approximately 28% of our Network subscribers come from leading national chains in the casual-dining restaurant segment such as Buffalo Wild Wings, TGI Friday’s, Bennigan’s Irish Grill, Applebee’s and Damon’s Grill.

Through the transmission of interactive game content stored on a site server at each location, our Buzztime iTV Network enables single-player and multi-player participation as part of local, regional, national or international competitions supported with prizes and player recognition. Our Buzztime iTV Network also earns revenue from advertising and marketing services to companies seeking to reach the millions of consumers that visit the Buzztime iTV Network’s 3,877 venues.

Technology

In 2005 we launched a new technology platform that is now installed in all new subscribing hospitality venues. The new platform, called iTV2, allows two channels of Buzztime entertainment programming to be electronically delivered to each location. This has enabled channel one to remain as a primarily trivia-based offering to our long-time loyal players while channel two is devoted to new content such as Texas Hold’em, Buzztime Billiards and Crazy Golf. Like its single channel predecessor technology, called DITV (Digital Interactive Television), iTV2 uses the latest Windows-based multimedia capabilities, resulting in enhanced, high-resolution graphics and full-motion video. Both iTV2 and DITV technology allow advertisers to use existing video footage in their ads on the Buzztime iTV Network. As of December 31, 2007, approximately 77% of the sites had iTV2 technology while 23% had DITV.

The Buzztime iTV Network sends and receives data to our site servers via several methods: FM 2 (one-way satellite), Very Small Aperture Technology, known as VSAT or two-way satellite, and DSL broadband. As of December 31, 2007, 17% of our sites were connected through FM 2 , 27% of our sites were connected through VSAT and 56% of our sites were connected through DSL broadband.

With the exception of our wireless Playmakers, each system installed at a hospitality location is assembled from off-the-shelf components available from a variety of sources. The unique software driving our on-site servers was developed in-house and software releases are carefully managed over our unique network. We are responsible for the installation and maintenance of each system, which we continue to own.

End User “Playmaker” Devices

Our iTV2 system uses a 900 MHz wireless Playmaker, a hand-held 900 MHz radio frequency device with a monochrome LCD display and sealed keypad, used to enter choices and selections by players. The product is manufactured by a non-affiliated manufacturer in Taiwan. Our Playmakers are a rugged combination of hardware and firmware optimized for hospitality environments. There are no breakable exterior components. We developed a more advanced 2.4 GHz Playmaker that we began offering to customers selecting a higher priced package during 2007.

Content Services

The Buzztime iTV Network internally develops and licenses content from third-party providers. Each hospitality venue can be addressed individually, allowing us to send specific content to selected Network subscribers. Hospitality locations throughout the United States, Canada and the United Kingdom receive our content, in the form of programming for approximately 15 hours each day, 365 days a year.

Game Content and Promotion

Our primary product is the distribution of a variety of multi-player interactive games that entertain and challenge a player’s skill and knowledge while prompting the customer of the hospitality venue to stay longer, spend more money and return more often.

Trivia Games

We provide premium trivia competitions during evening hours when the venues, particularly restaurants and sports bars, tend to be busiest. During these programs, each venue system simultaneously displays selected trivia questions on television monitors. Participants use Playmakers to enter their individual answers. Answers are collected, transmitted and tabulated. We display the score of each participant on the television monitors in our customer venues, along with national, regional and local rankings, as applicable. Players can compete for prizes in their local venues, as well as on a regional and national scale. In addition to game interaction, other consumer features available on the Playmaker include real-time sports scores transmitted directly to the units and player chat. For a list of our trivia games, please see the Principal Products/Services and Distribution section of the business description of our Buzztime segment in this report.

Sports Games

We have developed and produced a number of interactive sports games over the past 20 years. Most of these are under genres we term Predict the Play ® sports games. Predict the Play sports games call for participants to predict the outcome of events before they happen, primarily in an intensive play-by-play method. Our lead game in this category is QB 1 , a live, play-along football game in which players predict the outcome of each play broadcast within professional and collegiate football games. We have held a license with the NFL for over 20 years in conjunction with QB1 in the hospitality marketplace, and have developed a following of thousands of loyal players who participate weekly in our customer’s hospitality venues during football season.

In addition to our Predict the Play games, we offer a series of pre-event prediction games. Odds On asks players to predict the outcome of a wide range of sporting events that will be taking place in the near future. Players are awarded points based on the probability of specific outcome . Race Day consists of two game play components: one predictive before the race and one trivia during the race. Points from both elements are added together for a final score. Brackets asks players to predict the outcome of all 65 games of the NCAA Men’s Basketball tournament.

Turn Based Games

In 2005 with the launch of our second channel of programming, we released a series of new turn based games. The new programming is designed with today’s young adults in mind, and primary products include multi-player card games Blackjack and Texas Hold’em poker as well as a miniature golf game (Crazy Golf) and a billiards game (Cutthroat). Programming on this channel is developed to secure subscription contracts with new hospitality venues that might not be attracted to our core trivia and sports products, as well as retaining existing hospitality venues with the expanded content offering by driving a broader group of consumers into our subscribing venues, based on varied tastes in interactive entertainment.

Playmaker Games

We also offer a suite of Playmaker only games. This suite of games is independent of the Buzztime iTV Network and they are played directly on our wireless Playmakers rather than on one of the television screens in the hospitality venue.

Competition

We face direct competition in hospitality venues and face competition for total entertainment dollars in the marketplace. Competing forms of entertainment provided in public venues include music-based systems, live entertainment, cable and pay-per-view programming, coin-operated single-player games/amusements and traffic-building promotions like happy hour specials and buffets. However, none of the alternatives provide the combination of live sports and trivia entertainment distributed for 15 hours per day, 365 days per year. Many of these competitive systems require some involvement by the venue staff to be successful.

Buzztime iTV Network Marketing, Sales and Distribution

We market our services to the industry primarily through advertising in national trade periodicals, national and regional trade shows, telemarketing, direct mail and direct contact through our field sales and marketing representatives. We organize and track all sales prospects through our distributed database software. We also use the internet to drive leads directly to our sales team. Potential customers learn of our products via marketing and promotional efforts, including direct mail trade ads or trade shows, and are directed to our website, where their information is electronically sorted and delivered to the appropriate sales team.

We sell the network primarily through direct sales employees organized by regions throughout the United States and Canada. A portion of our sales are made through independent dealers and representatives. Our sales cycle varies by customer type, and is generally longer for national accounts than independent subscribers. Generally, sales are made telephonically rather than in person.

Buzztime iTV Significant Customer

Our customers are diverse and vary in size as well as location. For the years ended December 31, 2007 and 2006, we generated approximately 11% and 9%, respectively, of revenue from a single national chain, Buffalo Wild Wings, together with its franchises. As of December 31, 2007 and 2006, approximately $193,000 and $81,000, respectively, was included in accounts receivable from this customer.

Buzztime iTV Network Backlog

We historically have not had a significant backlog at any time because we normally can deliver and install new systems at hospitality locations within the delivery schedule requested by customers (generally, within three to four weeks).

Buzztime Distribution Segment

Buzztime Distribution generates revenue from distributing and licensing our Buzztime-branded content and related technology to consumer platforms, with a focus on interactive networks such as cable TV, satellite TV and mobile phones. Our distribution efforts focus on licensing real-time, mass-participation games such as trivia, head-to-head multi-player games such as Texas Hold’em and single-player games such as solitaire. Buzztime Distribution leverages our single and multi-player casual games, related technology, brand and marketing reach in order to create incremental licensing revenue from cable television, satellite television, mobile phones, home electronic games, cards and books. The game content is designed for broad audiences and includes trivia quiz shows, real-time sports prediction games that are played along with live televised sporting events, multi-player card and billiard games as well as single-player card, arcade, puzzle and board games.

Buzztime games have been available as a two-way cable TV game service since June 2002. Currently, Buzztime games (including trivia, Texas Hold’em, Buzztime Billiards and assorted single-player games) are licensed to eight cable systems including Comcast and Blue Ridge Communications and are available to the digital cable subscribers for free. Buzztime games are also available as a premium monthly subscription service to Echostar DISH and Bell ExpressVu satellite customers in the U.S. and Canada, respectively. Buzztime also has license arrangements with Cadaco for retail electronic and card games and Square One Publishers for the Buzztime Trivia Book Series.

Revenue for Buzztime Distribution is derived primarily from license fees and royalties from third-party licensees who distribute Buzztime content to end-users, as well as from third-party development and production fees.

Principal Products/Services and Distribution

Buzztime Distribution creates, develops, produces and distributes single-player and multi-player games for both one-way and two-way consumer platforms with a primary focus on interactive casual games played on the television. The games are designed for broad audiences and include trivia quiz shows, real-time sports prediction games that are played along with live sporting events, multi-player card and billiard games as well as single-player card, arcade, puzzle and board games. The games are distributed through several platforms including the Buzztime iTV Network, cable television, satellite television, home electronic games, cards and books.

Sales and Marketing

Sales and marketing efforts for Buzztime Distribution have been focused on gaining distribution of our games and technology primarily in North America to cable and satellite operators in North America, broadband providers, new interactive consumer platforms, retail game products and mobile phone technology. For the cable systems that are deployed, we operate regular competitions and promotions to drive consumer awareness and usage of our games. Our business model is supported by strong market demand for compelling multi-player content on emerging interactive consumer platforms and the proven success of our content and brand on the Buzztime iTV Network.

Key revenue drivers include the deployment of enabling technology for interactive cable television systems, adoption of interactive television services in the home, the ability to either charge the distributors for receiving the Buzztime content and technology or the consumer for its use, and the ability to leverage our multi-player, multiplatform technology to create differentiation for distributors, players and advertisers.

Equipment

The primary product that Buzztime Distribution produces is software code and graphics that enable the Buzztime games. For networked distribution such as cable television and satellite television, we primarily rely on the distribution partners’ technology for distribution of our games to the end users. These partners maintain their own receiving, translation and re-broadcasting equipment as part of the normal business. Buzztime Distribution maintains server facilities in Carlsbad, California, and a co-located facility in Orange County, California. For cable television distribution, Buzztime Distribution may install a computer in the local cable system facility (head-end) to host its technology and games. For retail trivia games, such as the Buzztime Home Trivia system from Cadaco, and the Buzztime Trivia Books Series from Square One Publishers, the licensing partners are responsible for all equipment necessary for those specific platforms.

Competition

Our Buzztime Distribution segment faces significant competition which we expect to increase over the foreseeable future. On a broad basis, the consumer has, and will continue to have, many options for electronic entertainment and game play. Within each network or platform through which Buzztime Distribution distributes, there are numerous options for entertainment. For example, there are hundreds of channels of programming on cable and satellite television. Specifically within the games category, there are hundreds of game producers that produce thousands of games for interactive platforms such as the internet, game consoles and mobile devices.

There are also numerous game companies developing various games specifically for interactive television platforms such as those that Buzztime Distribution is either operating on or has plans to operate on. In addition, there is significant competition among the cable, satellite, telephone, game console and other retail interactive companies for control of the interactive customer in the home.

The Hospitality Division

We have determined that the operations of the Hospitality Division were not a strategic fit with our core business and committed to a divestiture plan. These operations have been reclassified as discontinued operations for all periods presented. On March 30, 2007, we completed the sale of substantially all of the assets of NTN Wireless. On October 25, 2007, we sold certain intellectual property assets of Software Solutions pursuant to an Asset Purchase Agreement, and in a separate agreement with a customer, we discontinued the outsourced software development it was providing. We are continuing to wind down the professional help desk and support and maintenance services as we fulfill our obligations under existing customer agreements.

NTN Wireless Segment

NTN Wireless earned revenue from the sale of on-site wireless paging products primarily to restaurants but also hospitals, church and synagogue nurseries, salons, business offices and retail establishments in North America. In restaurants, these products were provided to customers while waiting for a table and activated to let them know when their table is ready, as well as to restaurant staff to alert them to certain issues, such as when hot food is ready to be served.

The Product

NTN Wireless offered a complete line of on-site wireless communication management products, including GuestCall ® and ServerCall ® paging systems, repair and replacement programs for pagers, and transmitters, which could be used in conjunction with seating management software. On-site paging systems consisted of guest paging systems designed to improve the wait time for hospitality guests and server paging systems designed to alert servers when prepared food is ready to be served. Our guest paging system, GuestCall, was comprised of a tabletop transmitter and between 30 and 70 individual pagers that were distributed to guests upon arrival. The server paging system, ServerCall, was made up of a transmitter located in the kitchen area, and between 12 and 36 individual pagers for the wait staff. Both systems could vibrate, flash or both to indicate that either the table or food is ready. We also sold our paging products into non-hospitality vertical markets such as retail stores, hospitals and churches.

Software Solutions Segment

Software Solutions generated revenue from the licensing of proprietary seating management and reservation management systems software to restaurants, casinos and other venues. Software Solutions also provided professional help desk services and outsourced software development and support and maintenance services to Domino’s Pizza and their franchisees and other quick service restaurant locations.

The Product

Our Software Solutions group provided a database-driven reservation management solution as well as a table management/waitlist management solution. Both solutions targeted the specific operational and reporting requirements of the food service industry minimizing the costs and level of expertise required to manage the guest experience while providing greater intelligence about the customer base. The primary Software Solutions products were Prohost and RSViP ® .

Prohost was our guest and seating management application that coordinated all activities with guests, tables, and servers and integrates to point-of-sale solutions and NTN Wireless. Prohost also assisted restaurant managers by providing flash operational data, many operational alerts and staff performance reporting.

CEO BACKGROUND

Gary H. Arlen was appointed as a Director in August 1999. Mr. Arlen currently serves on the Audit Committee and Compensation Committee of the Board. Since 1980, he has been president of Arlen Communications, Inc., a research and consulting firm specializing in interactive information, broadband technology, e-commerce, telecommunications and entertainment. Arlen Communications provides research and analytical services to domestic and international organizations in entertainment, media, telecommunications and internet industries. Mr. Arlen was a founder and board member of several interactive media trade associations. He is a member of the Academy of Digital TV Pioneers and the Cable TV Pioneers.

Barry Bergsman was appointed as a Director in August 1998 and was appointed Chairman of the Board in July 2006. Prior to his appointment as Chairman of the Board, Mr. Bergsman served as lead Director from August 2004 until July 2006. Mr. Bergsman serves on the Compensation Committee and Nominating and Corporate Governance Committee of the Board. Since 1965, he has served as president of Baron Enterprises, Inc., a privately owned consulting company established in 1965. From 1985 to 1998, Mr. Bergsman served as president of Intertel Communications, Inc., a company focused on the use of the telephone and interactive technology for promotion, entertainment and information. Prior to 1985, Mr. Bergsman was engaged in television production and syndication and was an executive with CBS, a broadcast television network. Since May 1999, Mr. Bergsman has served as a director of Photogenesis, Inc., a privately held medical device and biotechnology company.

Robert B. Clasen was appointed as a Director in November 2001. Currently he is Chairman and Chief Executive Officer for Starz, LLC, a holding company that oversees a number of related entertainment and media companies including Starz Entertainment, a provider of premium movie services in the United States with its Starz and Encore brands; Starz Media which produces live action and animation for television, digital media and home entertainment; and Overture Films which produces, acquires and theatrically distributes motion pictures. He was appointed to this position in September 2006 having previously served as the President and CEO for Starz Entertainment Group from December 2004 to September 2006. From May 2004 to December 2004, Mr. Clasen served as the President of Sales and Marketing for Starz Entertainment Media Group and as President and Chief Operating Officer. For most of the past 10 years, Mr. Clasen has been President and Chief Executive Officer of Clasen Associates, an advisor to a broad range of technology and service companies that operate in the broadband, wireless and satellite sectors. In this capacity he often has served as an interim executive. In January 2002, he was appointed Acting Chairman and Chief Executive Officer of Inetcam, Inc., a privately held international streaming media management software company, where he served for five months. From September 2002 through July 2003, Mr. Clasen served as Interim Chief Strategy Officer and director for Path 1 Network Technologies and he remained on its Board of Directors until 2007. During this period he also served as Chairman for Broadband Innovations and Lightwave Solutions, two San Diego companies providing components to the cable television industry. From 1999 until June 2001, Mr. Clasen served as Chairman and Chief Executive Officer of ICTV, an interactive/internet television provider. From June 2001 until December 2001, Mr. Clasen remained as Chairman of the board at ICTV and continued to serve as a director for ICTV until July 2003. During 1997, Mr. Clasen served as President and Chief Executive Officer of ComStream Corporation, an international provider of digital transmission solutions for voice, data, imaging, audio and video applications during the sale of that company. Prior to 1997, Mr. Clasen held positions as President of each of Comcast International Holdings, the international division of Comcast Cable Communications, and Comcast Cable Communications, a cable television company.

Joseph J. Farricielli, Jr . was appointed as a Director in December 2007. Since August 2006, he has served as a Senior Vice President of Fidelity National Special Opportunities, Inc., a wholly-owned subsidiary of Fidelity National Financial, Inc., a provider of title insurance, specialty insurance and claims management services. Mr. Farricielli also serves as a director of three privately held companies, Look Investment Agency, Inc., Recycling Enterprises, Inc. and Hamden Sand & Stone, Inc. Previously, Mr. Farricielli held executive positions at Levine Leichtman Capital Partners, LLC, an investment management firm, from January 2006 to July 2006; Imperial Capital, LLC, an investment banking firm, from July 2003 to January 2006; The Bank of Nova Scotia, a commercial and investment banking firm, from November 1999 to May 2003, and GE Capital Services from December 1998 to November 1999.

Michael Fleming was appointed as a Director in November 2001. Since May 2002, he has also served as Chairman of the Board of our subsidiary, Buzztime Entertainment, Inc. Mr. Fleming is Chairman of both the Nominating and Corporate Governance Committee and Audit Committee of the Board. Since October 2006, Mr. Fleming has served as Chairman and Chief Executive Officer of Contendo Vici LLC, an interactive entertainment software enterprise that develops and distributes proprietary content and applications for the fantasy sports game market. Since June 2001, Mr. Fleming has served as Chairman and Chief Executive Officer of the Fleming Media Group, which advises a broad range of content and technology companies on interactive television, broadband, wireless and other convergent technology opportunities. Mr. Fleming also serves as a board director of two privately held companies, is a member of the National Association of Corporate Directors and the National Cable and Telecommunications Association. He is the founder of Game Show Network (GSN) and served as the President and Chief Executive Officer of GSN from April 1994 to May 2001. GSN is a satellite delivered television programming service dedicated to the world of games and game play. Mr. Fleming has held senior executive positions at Playboy Entertainment Group, ESPN, Turner Broadcasting and Warner Amex Satellite Entertainment Company. He was inducted into the Cable Pioneers in 1999.

Kirk Read was appointed as a Director in September 2007. Since June 2007, he has served as Vice President and President of the Interactive Media Division of Media General, Inc., an independent, publicly owned communications company with interests in newspapers, television stations and interactive media. Prior to joining Media General, he was regional publisher of Northern Virginia Community Newspapers from January 2007 to June 2007, publisher of Culpeper Star-Exponent from October 2004 to December 2006 and general manager of Tampa Bay Online from April 1999 to October 2004.

Dario Santana was appointed as a Director and as our President and Chief Executive Officer in July 2006. Prior to joining our company, Mr. Santana served from August 2003 to July 2006 as President of Tyco Fire & Security—Latin America, a services and technology company. From October 2002 to August 2003, Mr. Santana served as the Vice President of Corporate Sourcing for Tyco International, Inc. Prior to joining Tyco in October 2002, from May 2000 to October 2002, Mr. Santana was the President and Chief Operating Officer of Aerocast, Inc., a streaming media start-up, which delivered entertainment quality video to the broadband enabled home. Mr. Santana also held executive positions at General Instrument/Motorola Broadband from 1992 until 2000. He holds an MBA from the Harvard Business School and an engineering degree from Purdue University.

MANAGEMENT DISCUSSION FROM LATEST 10K

Overview

We operate principally through four business segments that form two operating divisions: Entertainment and Hospitality. The Entertainment Division is comprised of the Buzztime Interactive Television Network, also referred to as Buzztime iTV Network or iTV Network, and Buzztime Distribution which was formerly known as Buzztime Entertainment, Inc.

The Buzztime iTV Network has maintained a unique and preemptive position in the hospitality industry for over 20 years as a promotional platform providing interactive entertainment to patrons in restaurants and sports bars (hospitality venues). Approximately 84% of our current consolidated revenues are derived from this segment as we receive recurring service fees from subscribing hospitality venues (Network subscribers) and advertising revenues.

The iTV Network transmits a wide variety of engaging interactive multi-player games, including trivia quiz shows, play-along sports programming, casino-style and casual games to our Network subscribers. Patrons use our wireless game controllers, or Playmakers, to play along with the Buzztime games which are displayed on television screens. Buzztime players can compete with other players within their hospitality venue and also against players in other Network Subscriber venues.

We target national and regional hospitality chains as well as local independent hospitality venues that desire a competitive point-of-difference to attract and retain customers. As of December 31, 2007, we had 3,490 United States Network subscribers, 322 Canadian subscribers and 65 U.K. subscribers. Approximately 28% of our Network subscribers come from leading national chains in the casual-dining restaurant segment such as Buffalo Wild Wings, TGIFriday’s, Bennigan’s Irish Grill, Applebee’s and Damon’s Grill.

Through the transmission of interactive game content stored on a site server at each location, our Buzztime iTV Network enables single-player and multi-player participation as part of local, regional, national or international competitions supported with prizes and player recognition. Our Buzztime iTV Network also earns revenue from advertising and marketing services to companies seeking to reach the millions of consumers that visit the Buzztime iTV Network’s 3,877 venues.

Buzztime Distribution generates revenue from distributing and licensing our Buzztime-branded content and related technology to consumer platforms, with a focus on interactive networks such as cable TV, satellite TV and mobile phones. Our distribution efforts focus on licensing real-time, mass-participation games such as trivia, head-to-head multi-player games such as Texas Hold’em and single-player games such as solitaire.

Buzztime Distribution leverages our single and multi-player casual games, related technology, brand and marketing reach in order to create incremental licensing revenue from cable television, satellite television, home electronic games, cards and books. The game content is designed for broad audiences and includes trivia quiz shows, real-time sports prediction games that are played along with live televised sporting events, multi-player card and billiard games as well as single-player card, arcade, puzzle and board games.

Buzztime games have been available as a two-way cable TV game service since June 2002. Currently, Buzztime games (including trivia, Texas Hold’em, Billiards and assorted single-player games) are licensed to eight cable systems including Comcast and Blue Ridge Communications and are available to the digital cable subscribers for free. Buzztime games are also available as a premium monthly subscription service to Echostar DISH and Bell ExpressVu satellite customers in the U.S. and Canada, respectively. Buzztime also has license arrangements with Cadaco for retail electronic and card games and Square One Publishers for the Buzztime Trivia Book Series.

Revenue for Buzztime Distribution is derived primarily from license fees and royalties from third-party licensees who distribute Buzztime content to end-users, as well as from third-party development and production fees.

The Hospitality Division is comprised of NTN Wireless, and Software Solutions, Inc. NTN Wireless produced and distributed guest and server paging systems to restaurants and other markets. Software Solutions primarily developed and distributed customer management software to manage reservations and table service in restaurants. Software Solutions also provided professional help desk services and outsourced software development and support and maintenance services to Domino’s Pizza franchisees.

During the fourth quarter of 2006, we determined that the operations of the Hospitality Division were not a strategic fit with our core business and committed to a divestiture plan. These operations have been reclassified as discontinued operations for all periods presented. On March 30, 2007, we completed the sale of substantially all of the assets of NTN Wireless. On October 25, 2007, we sold certain intellectual property assets of Software Solutions pursuant to an Asset Purchase Agreement, and in a separate agreement with a customer, we discontinued the outsourced software development it was providing. We are continuing to wind down the professional help desk and support and maintenance services as we fulfill our obligations under existing customer agreements. We anticipate the dissolution of the professional help desk and support and maintenance services to be completed by June 2008.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to deferred costs and revenues, depreciation of broadcast equipment, bad debts, investments, intangible assets and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Critical accounting policies and estimates are defined as those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most subjective judgments. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Allowance for Doubtful Accounts —We maintain allowances for doubtful accounts for estimated losses resulting from nonpayment by our customers. We analyze historical collection trends, customer concentrations and creditworthiness, economic trends and anticipated changes in customer payment patterns when evaluating the adequacy of our allowance for doubtful accounts for specific and general risks. Additional reserves may also be established if specific customers’ balances are identified as potentially uncollectible. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Broadcast Equipment and Fixed Assets —Broadcast equipment and fixed assets are stated at cost. Equipment under capital leases is stated at the present value of future minimum lease payments. Depreciation of broadcast equipment and fixed assets is computed using the straight-line method over the estimated useful lives of the assets. Depreciation of leasehold improvements and fixed assets under capital leases is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the lease period.

We incur a relatively significant level of depreciation expense in relationship to our operating income. The amount of depreciation expense in any fiscal year is largely related to the estimated life of handheld wireless Playmaker devices, VSAT satellite dishes and associated electronics and the computers located at our customer sites. The Playmakers are depreciated over a four-year life, VSAT dishes and associated electronics over a four-year life and the computers over a three-year life. The depreciable life of these assets was determined based on their estimated useful life, which considers anticipated technology changes. If our Playmakers, VSAT dishes and associated electronics and the computers turn out to have longer lives, on average, than estimated, our depreciation expense would be significantly reduced in those future periods. Conversely, if the Playmakers, VSAT dishes and associated electronics and the computers turn out to have shorter lives, on average, than estimated, our depreciation expense would be significantly increased in those future periods.

Investments —SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities , SEC Staff Accounting Bulletin (SAB) 59, Accounting for Noncurrent Marketable Equity Securities , and Emerging Issues Task Force (EITF) issue No. 03-01, Other Than Temporary Impairments, provide guidance on determining when an investment is other-than-temporarily impaired. Investments are reviewed quarterly for indicators of other-than-temporary impairment. This determination requires significant judgment. In making this judgment, we employ a systematic methodology that considers available quantitative and qualitative evidence in evaluating potential impairment of our investments. If the cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, the duration and extent to which the fair value is less than cost, and our intent and ability to hold the investment. We also consider specific adverse conditions related to the financial health of, and business outlook of the investee, including industry and sector performance, changes in technology, operational and financing cash flow factors, and rating agency actions. Once a decline in fair value is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis in the investment is established. If market, industry and/or investor conditions deteriorate, we may incur future impairments.

In November 2005, the FASB issued Staff Position (“FSP”) No. 115-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments . FSP 115-1 provides accounting guidance for identifying and recognizing other-than-temporary impairments of debt and equity securities, as well as cost method investments in addition to disclosure requirements. FSP 115-1 is effective for reporting periods beginning after December 15, 2005. During the second quarter of 2006, we recognized an impairment loss of relating to our investment in common stock of an Australian company to reflect such investment available-for-sale at its fair value. Since then, the investment has increased $173,000 as of December 31, 2006, however, for the period ending December 31, 2007 the value of the investment has decreased $73,000 and is recorded as other comprehensive income on our consolidated balance sheet (See Note 19).

Goodwill and Other Intangible Assets —Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill and intangible assets acquired in a purchase combination determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually in accordance with the provisions SFAS No. 142, Goodwill and Other Intangible Assets . SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets .

In accordance with SFAS No. 144, we assess potential impairments of our long-lived assets whenever events or changes in circumstances indicate the asset’s carrying value may not be recoverable. An impairment loss would be recognized when the carrying amount of a long-lived asset or asset group is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group.

We performed our annual test for goodwill impairment by calculating the fair values for NTN Canada, Inc., as of September 30, 2007 and for Software Solutions and NTN Canada, Inc., as of September 30, 2006, and for NTN Wireless as of December 31, 2006. The valuation methods employed to determine the fair value for NTN Canada, Inc. as of September 30, 2007 were (1) the market approach—guideline company method, (2) the market approach—guideline transaction method and (3) the income approach—discounted cash flow method.

The market approach—guideline company method compares the business unit to guideline publicly traded companies. Valuation multiples are calculated from selected guideline companies to provide an indication of how much current investors in the marketplace are willing to pay for a company with similar characteristics. The valuation multiples are adjusted based on strengths and weaknesses of the business unit under review relative to the selected guideline companies. The market approach—guideline transaction method employs the same method as with the market approach—guideline company method, however, multiples are based on actual transactions that have taken place in the business unit’s industry. The income approach—discounted cash flow method discounts projected cash flows and the terminal value at a rate of return that reflects the estimated degree of risk.

Management considers market conditions, new product offerings, pricing and selling strategies, revenue growth rates and additional investment needed to achieve these growth rates. We believe the projections are reasonable based on existing operations and prospective business opportunities. The resulting indicated value from each approach is weighted equally and added to interest bearing debt to arrive at the indicated fair market value of the invested capital. The resulting value is compared against the carrying value of equity after interest bearing debt to determine impairment.

Revenue Recognition —Our Entertainment Division recognizes revenue from recurring service fees earned from our Network subscribers, advertising revenues, distribution and licensing fees from its Buzztime-branded content and related technology to interactive consumer platforms. To the extent these arrangements contain multiple deliverables, we evaluate the criteria in EITF Issue No. 00-21, Revenue Arrangements with Multiple Deliverables , to determine whether such deliverables represent separate units of accounting. In order to be considered a separate unit of accounting, the delivered items in an arrangement must have stand-alone value to the customer and objective and reliable evidence of fair value must exist for any undelivered elements. Arrangements for the transmission of our Buzztime iTV Network contain two deliverables: the installation of equipment and the transmission of our network content for which we receive monthly subscription fees. As the installation deliverable does not have stand-alone value to the customer, it does not represent a separate unit of accounting and, therefore, all installation fees received are deferred and recognized as revenue on a straight-line basis over 36 months, the estimated life of the customer relationship in accordance with SAB No. 104, Revenue Recognition . As a result, installation fees not recognized in revenue have been recorded as deferred revenue in the accompanying consolidated balance sheets.

In addition, the direct expenses of the installation, commissions, setup and training are being deferred and amortized on a straight-line basis and are classified as deferred costs on the accompanying consolidated balance sheets. The amortization period is 36 months for deferred direct costs that are of an amount that is less than or equal to the deferred revenue for the related contract. For costs that exceed the deferred revenue the amortization period is the initial term of the contract, in accordance with SAB Topic 13(A)(3)(f), Nonrefundable Up-Front Fees, which is generally one year.

Prior to 2007, all of our deferred direct costs were amortized over the estimated average life of the relevant contracts, 36 months, to properly match the revenues and respective direct costs in accordance with the provisions of FTB No. 90-1. However, during 2007, we changed our method of accounting for deferred direct costs to comply with SAB Topic 13(A)(3)(f). As a result, we changed our policy to amortize deferred direct costs that exceed deferred revenue on an individual contract basis from three years to one year, which is the initial contract period. Additionally, in cases where an upfront installation fee was waived, we had incrementally allocated a portion of the monthly billed subscription fee to deferred revenue as we billed the customer over the initial contract period, and amortized the deferred revenue over the average life of the contract of three years. We have revised our policy to discontinue deferring a portion of the subscription fee in cases where no upfront installation fee was charged.

Advertising and royalty revenues are recognized when all material services or conditions relating to the transaction have been performed or satisfied.

Revenues recognized from our Hospitality Division include revenues from NTN Wireless consisting primarily of sales for wireless paging equipment to restaurants and other hospitality locations and revenues earned from Software Solutions from licensing of seating management and reservation systems software, help desk services, outsourced software development and support and maintenance services. The operations of the Hospitality division have been substantially discontinued as of December 31, 2007.

Revenues from NTN Wireless were recognized upon the shipment of equipment to the customer. Revenues from Software Solutions were recognized in accordance with Statement of Position (SOP) No. 97-2, Software Revenue Recognition , as amended. Software license fee revenue was recognized when persuasive evidence of an arrangement existed, delivery of the product had occurred at the customer’s location, the fee was fixed or determinable and collection was probable—provided that vendor specific evidence exists for any undelivered elements, namely annual support and maintenance. Along with the basic software license, customers were provided post-contract support (PCS) for an additional fee, which was based on a stipulated percentage of the license fee. PCS consisted of technical support as well as unspecified software upgrades and releases when and if made available by us during the term of the support period. If, at the outset of an arrangement, we determined that the arrangement fee was not fixed or determinable, revenue was deferred until the arrangement fee became due. If, at the outset of an arrangement, we determined that collectability was not probable, revenue was deferred until the earlier of when collectability became probable or when payment was received. If an arrangement allowed for customer acceptance, revenue was not recognized until the earlier of receipt of customer acceptance or expiration of the acceptance period. Additionally, we provided consulting and training services under both hourly-based time and materials and fixed-priced contracts. Revenues from these services were generally recognized as the services were performed.

Software Development Costs —We capitalize costs related to the development of certain software products for the Entertainment Division in accordance with SOP No. 98-1, Accounting for the Costs of Software Developed or Obtained for Internal Use. Amortization of costs related to interactive programs is recognized on a straight-line basis over three years. Amortization expense relating to capitalized software development costs totaled $357,000 and $292,000 for the years ended December 31, 2007 and 2006, respectively. As of December 31, 2007 and 2006, approximately $388,000 and $215,000, respectively, of capitalized software costs was not subject to amortization as the development of various software projects was not complete.

We performed our annual review of software development projects for the year ended December 31, 2007, and determined to abandon various software development projects that we determined were no longer a current strategic fit or for which we determined that the marketability of the content had decreased due to obtaining additional information regarding the specific industry for which the content was intended. As a result, an impairment of $143,000 was recognized which was included in our direct operating costs.

Website Development Costs —We capitalize web site development costs in accordance with EITF Issue No. 00-02, Accounting for Web Site Development Costs, and SOP No. 98-1, Accounting for the Costs of Software Developed or Obtained for Internal Use. Costs incurred during the planning and operating stages are expensed as incurred while costs incurred during the web site application and infrastructure development stage are capitalized and amortized on a straight-line basis over their expected useful life of three years. These costs are included in software development costs on the accompanying consolidated balance sheets.

Stock Based Compensation —Effective January 1, 2006, we adopted SFAS No. 123R, Share Based Payment , using the modified prospective transition method. Under this transition method, periods prior to December 31, 2005 are not restated and compensation expense for all share-based awards outstanding as of the adoption date is based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123. The valuation provisions of SFAS No. 123R apply to new share-based awards granted subsequent to December 31, 2005.

We estimate the fair value of our stock options using a Black-Scholes option pricing model, consistent with the provisions of SFAS No. 123R, SAB No. 107, Share-Based Payment . The fair value of stock options granted is recognized to expense over the requisite service period. Stock-based compensation expense for all share-based payment awards is recognized using the straight-line single-option method. Stock-based compensation expense is reported as selling, general and administrative based upon the departments to which substantially all of the associated employees report.

We used the historical stock price volatility as an input to value our stock options under SFAS No. 123R and in accordance with SFAS No. 123 for purposes of our pro forma information. The expected term of our stock options represents the period of time options are expected to be outstanding, and is based on observed historical exercise patterns for our company, which we believe are indicative of future exercise behavior. For the risk-free interest rate, we use the observed interest rates appropriate for the term of time options are expected to be outstanding. The dividend yield assumption is based on NTN’s history and expectation of dividend payouts.

Results of Continuing Operations

Year Ended December 31, 2007 compared to the Year Ended December 31, 2006

Continuing operations, which consists of the Entertainment division, generated a loss of $4,291,000 for the year ended 2007 compared to a loss of $1,511,000 for the year ended 2006.

Revenue

Buzztime iTV Network revenue decreased $2,354,000 or 7%, to $29,826,000 in 2007 from $32,180,000 in 2006, primarily due to a decrease in the subscription fees of approximately $1,460,000 as a result of a decrease in average billable sites, a loss of revenue related to the divested interactive events business totaling approximately $412,000 and a decrease in advertising of approximately $502,000.

Buzztime Distribution revenues decreased $89,000, or 11%, to $716,000 in 2007 from $805,000 in 2006. The decrease was primarily attributed to a decrease in royalties related to retail and mobile products and services.

Direct Costs and Gross Margin

Entertainment Division direct operating costs decreased $870,000 to $9,159,000 in 2007 from $10,029,000 in 2006. Gross margin as a percentage of revenues was 70% for the years ended December 31, 2007 and 2006.

Buzztime iTV Network direct operating costs decreased $858,000 or 9% to $8,676,000 in 2007 from $9,534,000 in 2006, which resulted in an improvement in the gross margin percentage. Gross margin as a percentage of revenue for Buzztime iTV Network increased to 71% for the year ended December 31, 2007 from 70% for the year ended December 31, 2006. The improvement in the gross margin was primarily due to decreases in service fees of $221,000, freight costs of $223,000, communication costs of $106,000, and equipment repair costs of $168,000. These reductions were due to a combination of cost savings, operational efficiencies and a decrease in billable sites. Additionally, depreciation expense decreased $223,000 due to a decrease in capital expenditures over the last year and assets becoming fully depreciated. Direct costs were further reduced by gains recognized from equipment sales in the amount of approximately $325,000.

Buzztime Distribution direct operating costs decreased $12,000 or 2% to $483,000 in 2007 from $495,000 in 2006. The decrease in direct costs is due to a decrease in direct salaries of $50,000 as resources were transferred to the Buzztime iTV Network division and a reduction in amortization of $60,000 mainly due to the write off of a capitalized license agreement. These reductions were offset by an impairment charge of $103,000 due to the write off of various software development projects that we determined were no longer a current strategic fit or for which we determined that the marketability of the content had decreased.

Impairment of Capitalized License

During the third quarter of 2007, we performed an evaluation of our capitalized license agreement which would have been up for renewal in May 2008. We determined that the intangible asset related to selected technology and content licensed from Media General was impaired. In May 2003, in connection with an investment Media General made in us, we issued 666,667 shares of unregistered shares of our common stock for this license. The original license was for five years with an option to renew. At that time, we had intended to renew for the additional five year period in part related to our plans to deploy the games relating to this license as a premium subscription tier to the Buzztime cable channel. As of September 30, 2007, we determined that the license agreement was no longer a strategic fit and did not renew it. Therefore, we incurred a loss on impairment equal to the remaining net book value of the capitalized license agreement of approximately $968,000 during the third quarter of 2007.

Selling, General and Administrative Expenses

Entertainment division selling, general and administrative expenses increased $792,000 or 3%, to $23,585,000 in 2007 from $22,793,000 in 2006.

Buzztime iTV Network selling, general and administrative expenses increased $1,575,000 or 7% to $23,016,000 in 2007 from $21,441,000 in 2006. The increase in selling, general and administrative expenses is primarily due to an increase in salaries and benefits of $1,786,000, marketing expenses of $1,413,000, tax expenses of $227,000 and consulting expenses of $355,000. Offsetting the increase in salaries and benefits is a savings of $360,000 related to the restructuring of the Canadian operation which was completed in the first quarter of 2007 that involved the termination of employment for six employees. Additionally, selling, general and administrative expenses for 2006 included and a one-time severance charge totaling $435,000 associated with the departure of the Company’s former CEO.

The increase in salaries and benefits and consultants is due to an increase in the Buzztime iTV Network work force in sales, content/programming, marketing, human resources, business development and finance. Marketing expenses increased as we continue to invest in sales and retention efforts to grow the business.

The increases in salaries and benefits, marketing expenses, tax expenses and consulting expenses were offset by decreases in stock-based compensation of $573,000, temporary labor of $293,000, professional fees of $806,000, and bad debt expense of $194,000. Stock-based compensation expense decreased due to the combination of options becoming fully vested, and a reduction in the issuance of stock option grants. Professional fees were lower primarily due to a reduction in professional services relating to audit fees and Sarbanes-Oxley compliance efforts. Also, facility costs are lower due to savings in lease expenses related to the restructuring of the Canadian operation which involved relocating the operation to a smaller facility and subleasing the existing facility. Selling, general and administrative expenses were further reduced by an increase in capitalizing salaries of $216,000 relating to additional software development.

Buzztime Distribution’s selling, general and administrative expenses decreased $783,000 or 58% to $569,000 in 2007 from $1,352,000 in 2006, primarily due to a decrease in salaries and benefits of approximately $585,000 and stock-based compensation of approximately $79,000 due to a transfer of resources to the iTV Network division, a decrease in marketing expenses of $221,000 due to a reduction in trade show participation and a reduction of facilities expenses of $55,000. These reductions were offset by an increase of $122,000 in salary expense that was not capitalized due to the completion of software development projects.

Depreciation and amortization

Entertainment division depreciation and amortization not related to direct operating costs decreased $109,000, or 16%, to $566,000 in 2007 from $675,000 in 2006, due to a decrease in capital expenditures and certain assets becoming fully depreciated.

Interest Income and Expense

Entertainment division interest income increased $222,000 to $347,000 in 2007 from $125,000 in 2006, due to the increasing average cash balance and investment of the funds in securities bearing a higher interest rate than the previous year.

Entertainment division interest expense decreased $83,000 to $30,000 in 2007 from $113,000 in 2006, due to various capitalized leases expiring and a reduction in our line of credit during the second quarter of 2006.

Impairment on Investments Held for Sale

We performed an evaluation at the end of the second quarter in 2006 and concluded that the decline in value of our investment eBet Limited, an Australian gaming technology corporation, was other-than-temporary and incurred an impairment loss of to reflect the investment at its fair value. Since then, the investment has increased $173,000 as of December 31, 2006, however, for the period ending December 31, 2007 the value of the investment has decreased $73,000 and is recorded as other comprehensive income on our consolidated balance sheet (See Note 19).

Income Taxes

We expect to report a U.S. tax loss for the year ended December 31, 2007. We expect that we will not incur federal tax liability; however, we will likely incur state tax liability. We also expect to pay income taxes in Canada due to the profitability of our NTN Canada subsidiary. As a result, we recorded a tax provision of $338,000 for the year ended December 31, 2007. This was an $186,000 increase compared to the $152,000 provision for income taxes recorded for the year ended December 31, 2006. At December 31, 2007 we had federal and California income tax net operating loss carryforwards of approximately $63 million and $14.5 million, respectively. We believe Section 382 of the Internal Revenue Code will significantly limit utilization of the net operating loss carryforwards but have not yet quantified the extent of the limitation. The difference between the federal and California net tax operating loss carryforwards is primarily attributable to the percentage limitation on the carryover of net operating losses for California income tax purposes. The federal and California tax loss carryforwards will begin to expire in 2008 unless previously utilized. We have provided a 100% valuation allowance against the related deferred tax assets as realization of such tax benefits is uncertain.

MANAGEMENT DISCUSSION FOR LATEST QUARTER

RESULTS OF OPERATIONS

Our Hospitality division is classified as discontinued operations in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets . The operating results for these businesses have been separately classified and reported as discontinued operations in the condensed consolidated financial statements.

Results of Continuing Operations

Three months ended June 30, 2008 compared to the three months ended June 30, 2007

Continuing operations, which consists of the Entertainment division, generated a net loss of $2,129,000 for the three months ended June 30, 2008 compared to net loss of $377,000 for the three months ended June 30, 2007.

Revenue

Revenue from continuing operations decreased $623,000 or 8%, to $7,017,000 in 2008 from $7,640,000 in 2007 due to a reduction in subscription fees predominantly driven by a reduction in our site count.

Gross margin decreased $438,000 to $4,989,000 in 2008 compared to $5,427,000 in 2007. The $438,000 decrease in gross margin in total dollars is due to the decrease in revenues, as the gross margin percentage remained stable.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $1,309,000 or 23%, to $6,952,000 in 2008 from $5,643,000 in 2007. Selling, general and administrative expenses increased due to several factors. Salaries and contract services increased $629,000 primarily due to an increase in personnel in content/programming, advertising, marketing and business development. Severance expense totaled $512,000 as a result of a reduction in force implemented in the second quarter of 2008 and the departure of the former CEO resulting in a $483,000 increase from the prior year. Marketing expenses increased $88,000 primarily due to research and measurement studies conducted on our audiences and professional fees increased $114,000 predominately due to legal fees related to corporate governance matters as well as a trademark infringement case. These increases were offset by an increase in capitalized salaries of $82,000 relating to additional software development for our network.

Interest Income and Expense

Interest income decreased $62,000, to $43,000 in 2008 from $105,000 in 2007. Our average cash balance invested in interest bearing securities decreased. Also, due to various capitalized leases expiring in 2007 we did not incur any interest expense in 2008.

Income Taxes

We expect to report a U.S. tax loss for the year ending December 31, 2008. We expect that we will not incur a federal tax liability, however; we will likely incur a state tax liability. We also expect to pay income taxes in Canada due to the profitability of NTN Canada. As a result, we recorded a tax provision of $64,000 for the three months ended June 30, 2008. This was a $29,000 decrease compared to the $93,000 provision for income taxes recorded for the three months ended June 30, 2007. We continue to provide a 100% valuation allowance against our deferred tax assets related to certain net operating losses as realization of such tax benefits is not assessed as more likely than not.

CONF CALL

Dario L. Santana

Thank you, Ali and good morning, everyone. It is my pleasure to also introduce Kendra Berger, our CFO, who is sitting at that table. We have also Jeff Stanloss who supports us in the IR function.

What is customary, Ali? Do people actually read these statements or -- ? Okay, so I will just leave it up here for a bit and you guys can read it. You understand what that says; it is all about forward-looking statements to comply with the Securities and Exchange Commission. Am I okay without reading it, Kendra? All right.

Let me move on then to our message and our company. NTN Buzztime is the leading provider of interactive television entertainment. We offer play-along games in 4,000 locations around the U.S., Canada, and now more recently in the U.K. It is primarily focused on sports bars, restaurants, and bars, along with some that are chains or associated with chains, and you see some of the names that we serve down there.

14-hour a day promotional television network, consumer comes, play along with these games. They come more often, they stay longer, they spend more money, hence the reason for having our service is we do receive a fee from the bar for having us. We have been around over 20 years. Recurring revenue model, high gross margin, and you can see from the scatter diagram here or the scatter map that we are pretty much across the entire country.

One-fourth of our revenue, 25% of our revenue, falls in what we call the hospitality division. This company several years ago embarked on a diversification effort to try to complement the entertainment revenue with revenue related to hospitality but not necessarily entertainment in nature. A few companies were purchased around software for table management and reservation management, as well as the pagers for people who come to the restaurant; a table is not ready, you are given a pager.
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Those companies have been for sale, and since Kendra and I arrived about eight months ago we have gone into an intensive effort to move forward with that decision that has been made, which we agree with, we should focus on the entertainment business.

I can tell you that yesterday we announced, with our earnings, we announced that we are weeks away from closing on one of those businesses and expect to have both sold by the end of the second quarter of this year, so an effort that started about a year and change ago will be concluded here in the second quarter of this year.

I am getting some sort of a message here. Yes -- maybe I’ll click. Well, I am going to still get that message. Something about Microsoft Windows here is being flashed on our screen.

This slide describes -- I am not going to mess with it because if I do, I may lose the rest of the graphics. I am just going to let it go and we will ignore that red square there. I mentioned a little bit already about our selling proposition, but here you get some of the statistics. People come back more often, spend more time, spend more money.

We have an ROI equation which simply can be expressed, if you look broadly across the U.S., an hour of play in our game represents about $5 of profit to the restaurant, so when we see several hundred hours of play in a restaurant -- which is sort of typical for us; some are much greater than that, in the thousands -- then it begins to justify very clearly for the bar owner why they are paying us $600 a month. So it is all really equated and related back to the traffic that we are generating.

Our trivia offering is the most popular and it is in a unique format. It is a question with four possible answers. The longer you take to select the right answer, the fewer points you get. There are some hints that are given throughout the question and at the end, once the right answer is revealed, a factoid is also revealed. So it is an educational tool as well and we have in fact about 350,000 avid players that come back and play our games on a regular basis.

One of the keys for our growth, by the way, is growing that player base, and I will talk more about that in a moment, but as you play this game you are competing against other people in that bar, but you are also competing against people across the U.S. As each game ends, and they are on a half-hour schedule, with plenty of time between questions to take another sip of the beer or order another appetizer, as the game progresses and it ends, you are now matched up against the rest of the country. So if you had a very high score in that game, you are shown as the leader in the United States for that particular game at that moment, so a live tabulation.

We also have a second channel which typically is devoted to some other game, and it can be a prediction for sports, the game that got this company started is actually called QB1, so the player acts like a quarterback and they predict the next thing that the quarterback will do. Depending on how sophisticated you get with your prediction, you get more points and that keeps that interactive element, coupled with that football excitement, keeps that customer more engaged.

We also do Poker, Texas Hold’em, and we do a golf game and we do a billiards game, and it is a nice complement to the trivia. Depending on the restaurant and the format of the restaurant or the personality, if I can say it that way, of that restaurant, you can attract a different clientele or be more attractive to that customer base of yours as a bar owner.

We try to extend the experience and, of course, extend our reach to that player and extend the loyalty of that player by providing them a forum in which they can communicate and expand on their interest in our games. We have 350,000 registered players, as I said a moment ago, and they can go into the website and they in fact exchange a lot of information about their favorite games, how they did, what they may think of a different player that beat them today, but the fact that they beat them in the past and what they are going to do next time they face each other next Tuesday, because a lot of them do play on the same night and come back, perhaps with even a team to play and compete against other people.

So this has really been an interesting extension for our product and has helped us to bring additional loyalty to our customer base and we believe that customer base is one of our competitive advantages.

The company has extended the reach of its brand into other platforms and other distribution channels, and for a number of years now, we have been actively engaged in the cable TV space. We have been doing a number of pilots and actual deployments. We are in about 300,000 digital homes today with Comcast and Blue Ridge Cable. We used to be with Susquehanna until Comcast bought Susquehanna.

We recently announced a joint effort in technology through a paper that we publish with Cox Communications. So we are developing and continuing to develop that opportunity, but we see it as an opportunity that if it happens, it could be very important for us from a revenue standpoint and a profit potential standpoint, but it is only going to happen if the cable operators seize it and do something with it. It is really in their hands.

We are in a leading position but until they jump on this, we cannot drive it, not the same way we can drive growth in our network. Consequently, I always make that caveat when I talk about this opportunity. It is big but it is only going to happen when the cable industry is ready to deploy it and deploy it broadly and so far, that decision and that step has not been taken.

We are also in satellite. We are very active with Bell ExpressVu in Canada. We have a presence with DISH on a subscription model. We are in Verizon and Sprint on mobile phones. We have been licensing our content as well for retail games and for books.

So all this together, cable and everything that is represented in this slide, account for about 2% of our revenue, so you can see the importance of our core business, the 4,000 bar and restaurant network and the potential here, but at this point it is pretty much potential.

Back to our network economics, so we charge about $600 a month, as I said a moment ago. We talked a little bit about what the profit potentially is of each hour of play that we see in our network for the bar owner. We have an up-front investment of about $3100. It is our equipment. We own it. If they disconnect, we get it back. So the pay-back period on that investment is about seven months.

Now, when they do disconnect, we get a good part of that back. The gear is about half of that number, so we get a good part of that back. But assuming it does not disconnect and it stays in that bar, then our pay-back is about seven months. I will talk a little bit more about churn in a moment, because we do have some churn.

Operating leverage then has a lot to do with maintaining that customer, growing that top line. It is about a 70% gross margin business, so a lot of the dollars that we bring to the top line fall to the bottom line and we do have a situation in this company as we grow that top line that we can maintain our fixed expenses at such a level that they do not grow anywhere near as quickly as the top line, and that is where the leverage comes from.

It is one of the reasons I came to this company. I ran ADT Home Security over the last three or four years for Tyco. I just came to this company eight months ago, I think I said earlier, and I ran ADT in Latin America. I became familiar with the power of this recurring revenue, high gross margin business model, particularly if you can maintain your fixed costs somewhat, or at last growing at a much lesser rate than your top line and I see many of the same characteristics here.

What is our addressable market? There is about half-a-million, according to the U.S. Census, there is about half-a-million food service and drinking establishments in the U.S. If you look at the association of food and service and drinking establishments in the U.S., it is about twice as many, so whether you are thinking about half-a-million or a million, we believe though that our potential is about 45,000 locations -- locations that have the right format, the right number of TV screens, attract the right clientele to make them prime candidates for our service.

Today, we serve about 4,000 locations. 30% of our locations are with chains and within the chains -- and we serve a lot of them. You saw the names earlier. We have one particular relationship that we are very proud of. It is a company called Buffalo Wild Wings. They have made us a part of their franchise format. They specify the sauce for the wings, they specify that it is going to be Coca Cola, they specify the beer that is going to be served and of course the design of the restaurant. They also specify NTN Buzztime.

We have had a very long, prosperous relationship. It has benefited us a great deal. It has benefited them. We are in all of their locations, about 450 locations. They are talking about growing to about 1,000 locations by the year 2011 and we expect to be there with them every step of the way.

I bring them up because it is an example of what can be done with this service once you make it a part of your solution. Once you recognize the value that it brings and you measure your management team on how much usage the system gets, as they do, and it becomes a part of your equation and the way you do business day-in and day-out, the volume of hours in our system that they get is huge.

We want to extend that kind of success to other formats, not to compete with Buffalo Wild Wings, but to other formats that can benefit from our solutions in different ways.

We have also recently launched in the U.K., and I say recently, it really goes back about a year-and-a-half since that launch happened. We are in about 55 locations today. The potential in the U.K. is about 60,000 pubs. Not all those pubs are going to have the right configuration and so on but we do see an opportunity to certainly be in several thousand locations over the long haul in the U.K. as well.

We have gone public saying that our long-term vision for our company in terms of sites and number of locations that we can reach is about 10,000 locations over the long haul, and that would include the U.K., the U.S., Canada and other countries around the world where we feel our content is well-suited for distribution. So it is a U.S.-scale opportunity in the U.K. and we are looking forward to growing that.

Business strength then, our financial model certainly is a strong point for us. Recurring revenue, high gross margin, we generate cash. We generated cash this last quarter we just announced, about $800,000 went into our balance sheet. We have about roughly $9 million in our bank account right now, no debt. You will see some additional numbers here coming up in a couple of slides.

One of the advantages that we feel we have are the barriers to entry, the competitive advantages that we hold. It is expensive to build a network like this. It is a network that is broad. It reaches 4,000 locations. There are all kinds of communications challenges involved. The technology is not simple to develop. We have a lot of brand recognition and we have a very loyal base of players and that all helps to keep us in those locations and makes it very difficult for someone to come in and try to displace us.

Growth opportunities in the core business, both domestically and internationally, I talked about our vision for long-term growth, 10,000 locations. But there is a lot more also that we can do with this network. We can advertise more effectively over the network and we can extend the reach of the network into new applications.

Recently, we talked about and we launched an application that connects the cell phone to our network where people can send messages that get displayed over our 4,000 screens for a fee. We see that as next wave of opportunities for us. Basically leveraging the social interaction that is inherent in our service.

People play our games in a bar as opposed to playing it at home because they want to be with other people when they play. As we extend that social reach to the Internet, to the mobile phone, we think we have opportunities there for loyalty building as well as for additional revenue.

And we have a new management team, and it is an experienced management team. Kendra is a financial professional that has seen a lot of different public companies and has a lot of experience also with NTN Buzztime, because she did spend some time with the company earlier. I come from the cable TV industry, I come from entertainment, I come from having run a significant $300 million business for Tyco for the last three-and-a-half years in Latin America; recurring revenue, high gross margin.

So a lot of different elements that between Kendra and I, we bring to the company that I really think uniquely qualify us to capitalize on the growth opportunities for the company.

What is that growth opportunity? Well, it is all about focus -- focus on entertainment, focus on what we do, what we do best; continue to increase traffic through our locations. The value we bring to these locations is the traffic that we bring.

We have experienced churn. We have experienced some rotation of customers, particularly during their first 12 months with us. The ones that are with us for a while, a year-and-a-half, two years, and build their player base, they stay with us. The new ones that are coming on board need to build a player base. If they do not get to that critical mass within a certain number of months, usually about the time that their one-year commitment expires, they will disconnect.

In fact, we see and have seen over the last couple of years that about 60% of the cancellations happen during that critical 12 to 16 month window, when the contract expires and they are either acting on it or thinking about acting on it, and they finally act on it on month 13, 14, 15, 16 and they disconnect us.

So for us, to reduce that churn level, which has been running in the 25% to 28% over the last year, year-and-a-half, it is going to be critical that we focus on building the player base for those new locations during those first five, six, seven, eight months. In fact, during our earnings release conference call yesterday, Kendra and I unveiled a number of initiatives focused on that very thing.

We brought a new Vice President of Marketing. She followed us on to the company. We have been here eight months. Our Vice President of Marketing has been with us about four months and she has brought with her a number of ideas and initiatives that she is beginning to roll out now, focused on how to reduce this issue of churn.

So growth for us is churn reduction as well as bringing in more sites, and the two of them added together give us a top line and a lot of it has to do with bringing those players, bringing the traffic through promotions, through tournaments, through championships, through pricing.

Continuing to build the value proposition for our customer through also more engaging content is important and that is going to lead to that increased footprint, as well as increased loyalty with our customers.

I talked about international growth opportunities, the U.K. being the next one on our list, and that is receiving renewed attention for us. When we came on board, we inherited an exclusive distribution agreement with a third party in the U.K. We talked about this launch having been in place for about a year-and-a-half. I have spent the last six, seven months dismantling that exclusive agreement. Now we have direct control over sales, marketing and retention of our customer as an NTN Buzztime-directed activity. That happened as of March 1st, so about two weeks ago. We dissolved that agreement. Now we are ready to move forward in the U.K. under our own resources and with full control of what is happening.

Increased advertising opportunities, increased return on investment through cost reductions, and one of the first things that we did was to bring a company in to look at how we were spending our money and look for opportunities where we could leverage volumes across certain commodities and that has resulted in some nice savings for us, and expand our product offering through innovative games and entertainment, and I have already talked about the 10,000 location long-term view that we have taken.

Our financial results then for 2006, this is for the entertainment side of the business. It does not include the hospitality side, which is being spun-off or sold, I should say. 7% growth, $33 million in revenue, 70% gross margin, EBITDA $4.7 million for the year, and our cash balance, $8.8 million, as I said a moment ago, increased by $2.8 million during the year. Generating cash and we do have some tax loss carry-forwards to leverage as well as we move forward.

Here is another look at the balance sheet. No debt to speak of, and our capital structure outlined in this slide.

So what are our challenges for 2007? Well, focus on increasing value -- increased value for our customer means reduced churn. We are going to do that by focusing on the job at hand, and that starts with a structure that is geared to this focus. The other thing we talked about yesterday is that as of the next 30 days, of the 13 people that I inherited when I came to this company eight months ago, only three are still going to be reporting to me as of 30 days from now. We have Kendra, who has been with us about as long as I have and a number of other folks who have come to the company, so it is a brand new team with a new structure focused on whatever it is that they are bringing with full accountability and clarity as to what it is that each person does within that organizational structure.

Divesting of the non-core assets is important for us; refocus on the U.K., and I talked about the hurtle that we had to overcome there with dissolving this distribution channel that was exclusive, and then pull players -- pull players into our locations, promote it, do a lot of public relations and promotions and just bring traffic to our locations.

That is who we are. I gave you a little bit of a heads-up on what I had done and Kendra, but here are some more specifics around Kendra’s background and mine.

And that brings me to the end. How are we doing time-wise? Do we have time for a couple of questions? Okay, any questions for us? Okay, we have question in the front. Yes?

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