As filed with the Securities and Exchange Commission March 15, 2005
SEC Registration No. 333-________
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.

FORM SB-2 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

GWIN, INC.
-----------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)

Delaware 7990 04-3021770
- ------------------------- ---------------------------- -------------------
(State or Other Jurisdic- (Primary Standard Industrial (IRS Employer Iden-
tion of Incorporation) Classification Code Number) tification Number)

5092 South Jones Boulevard, Las Vegas, Nevada 89118
(702) 967-6000
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(Address and Telephone Number of Principal
Executive Offices and Principal Place of Business)

Wayne Allyn Root, Chief Executive Officer
5092 South Jones Boulevard, Las Vegas, Nevada 89118
(702) 967-6000
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(Name, Address and Telephone Number of Agent for Service)

Copies to:

Jon D. Sawyer, Esq.
Krys Boyle, P.C.
600 Seventeenth Street, Suite 2700 South Tower, Denver, Colorado 80202
(303) 893-2300

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

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CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum
Title of Each to be Offering Aggregate Amount of
Class of Securities Regis- Price Offering Registra-
to be Registered tered(1) per Unit Price tion Fee
- ----------------------------------------------------------------------------
Common Stock, $.0001 9,969,863 (2) $.0625 (3) $ 623,116.44 $ 73.34
par value per share,
issuable upon conversion
of Secured Convertible Note
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Common Stock, $.001 2,666,667 $.0625 (3) $ 166,666.69 $ 19.62
par value per share,
issuable upon exercise
of Warrant
- ----------------------------------------------------------------------------
Common Stock, $.0001 24,453,834 $.0625 (3) $1,528,364.63 $179.89
par value per share
- ----------------------------------------------------------------------------
Total 37,090,364 $.0625 (3) $2,318,147.76 $272.85
- ----------------------------------------------------------------------------

(1) Includes shares of our common stock, which may be offered pursuant to
this registration statement, which shares are issuable upon conversion of a
secured convertible note and the exercise of warrants held by the selling
stockholder. In addition to the shares set forth in the table, the amount to
be registered includes an indeterminate number of shares issuable upon
conversion of the secured convertible note and exercise of the warrants, as
such number may be adjusted as a result of stock splits, stock dividends and
similar transactions in accordance with Rule 416. For purposes of estimating
the number of shares of common stock to be included in this registration
statement, we calculated a good faith estimate of the number of shares of our
common stock that we believe will be issuable upon conversion of the secured
convertible note and upon exercise of the warrants to account for market
fluctuations, and antidilution and price protection adjustments. Should the
conversion ratio result in our having insufficient shares, we will not rely
upon Rule 416, but will file a new registration statement to cover the resale
of such additional shares should that become necessary. In addition, should a
decrease in the exercise price as a result of an issuance or sale of shares
below the then current market price, result in our having insufficient shares,
we will not rely upon Rule 416, but will file a new registration statement to
cover the resale of such additional shares should that become necessary.

(2) Includes a good faith estimate of the shares underlying the secured
convertible notes to account for market fluctuations.

(3) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, using the
average of the high and low price as reported over the Over-the-Counter
Bulletin Board on March 11, 2005, which was $.0625 per share.

(4) Includes a good faith estimate of the shares underlying warrants
exercisable at $.09 per share to account for antidilution and price protection
adjustments.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.

PROSPECTUS SUBJECT TO COMPLETION DATED MARCH 15, 2005
- ---------------------------------------------------------------------------

The information in this Preliminary Prospectus is not complete and may be
changed. The securities may not be sold until the registration statement
filed with the Securities and Exchange Commission is effective. This
Preliminary Prospectus is not an offer to sell these securities and it is not
soliciting an offer sale is not permitted.

GWIN, INC.
37,090,364 Shares of Common Stock

This prospectus relates to the resale by the selling stockholders of up
to 37,090,364 shares of our common stock, including up to 9,969,863 shares of
common stock underlying a secured convertible note in a principal amount of
$600,000 and up to 2,666,667 shares issuable upon the exercise of common stock
purchase warrants sold with the secured convertible note. The secured
convertible note is convertible into our common stock at $.073 per share.
Also included in the 37,090,364 shares are 17,095,500 shares held by selling
shareholders, 1,025,000 shares issuable upon the exercise of common stock
purchase warrants, and 6,333,334 shares underlying convertible debentures in
the aggregate amount of $575,000. The selling stockholders may sell common
stock from time to time at the prevailing market price or in negotiated
transactions. The selling stockholders may be deemed an underwriter of the
shares of common stock they are offering. We will pay the expenses of
registering these shares.

Our common stock is traded on the Over-the-Counter Bulletin Board under
the symbol "GWNI." On March __, 2005, the closing price of the common stock
was $______.

INVESTING IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISKS AND IS HIGHLY
SPECULATIVE. YOU SHOULD PURCHASE THESE SECURITIES ONLY IF YOU CAN AFFORD A
COMPLETE LOSS OF YOUR INVESTMENT. SEE "RISK FACTORS" BEGINNING ON PAGE 5 TO
READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING THESE SECURITIES.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this Prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.

________, 2005

TABLE OF CONTENTS

PAGE

Prospectus Summary .......................................... 3

Risk Factors ................................................ 5

Use of Proceeds ............................................. 11

Price Range of Common Equity and Related Stockholder
Matters ................................................... 12

Management's Discussion and Analysis or Plan of Operations .. 13

Business .................................................... 20

Management .................................................. 26

Security Ownership of Certain Beneficial Owners
and Management ............................................ 33

Selling Stockholder ......................................... 34

Plan of Distribution ........................................ 37

Description of Securities ................................... 39

Legal Matters ............................................... 40

Experts ..................................................... 40

Where You Can Find More Information ......................... 41

Index to Financial Statements ............................... 42

PROSPECTUS SUMMARY

You should read the following summary together with the more detailed
information regarding us, the sale of our common stock in this offering, our
financial statements and the notes to those financial statements that appear
elsewhere in this prospectus.

BUSINESS OVERVIEW

We provide sports handicapping analysis and advice to sports bettors
worldwide through our wholly-owned subsidiary, Global SportsEDGE, Inc. Global
SportsEDGE provides professional handicapping advice on professional football
games played by the National Football League ("NFL"), professional
basketball games played by the National Basketball Association, college
football and basketball games, professional major-league baseball,
hockey, NASCAR, and golf via television, radio and the internet.

The Company's primary promotional vehicle is our television program Wayne
Allyn Root's WinningEDGE (the "WinningEDGE"). This lively, 30-minute,
professionally produced television show is broadcast nationally on Saturday
mornings throughout the football season, generally September through December.
During the 2004-2005 NFL season, the WinningEDGE aired nationwide on Spike TV
and reached an approximate viewing audience of 86 million potential viewers at
a "prime," 10 am est/pst pre-game time spot. The show stars and is hosted by
Wayne Allyn Root and showcases our team of professional handicappers.

In addition to the television show, the Company also produces a radio
show by the same name, "Wayne Allyn Root's WinningEDGE". The hour long radio
show is also hosted by Mr. Root and stars most of the same cast of
handicappers as the television show. The show airs on a number of radio
stations in local markets. Like the television show, the radio program
provides analysis of upcoming games and promotes the various handicappers'
services.

Our primary service is the handicapping analysis and advice of our
professional handicappers. Once a potential customer has decided to purchase
our picks, the customer calls a toll-free number listed on our website or
displayed on our programs or in our advertising. An account representative
receives the call, and offers the customer various picks, which the customer
can purchase individually or in packages, such as a series of games, sports,
or an entire season. Our representatives encourage package sales, which
generate higher revenues. Once the customer has selected the individual pick
or package, the customer pays us for the services via credit card, check, or
cash. Most sales are completed using a credit card. Upon verified receipt of
payment the customer then receives the selected pick(s) or package(s).

During the football and college basketball seasons, which combined,
extend from August to March, we maintain a staff of approximately 45 sales
representatives at our sales office located in Las Vegas, Nevada.

THE COMPANY

We were originally incorporated in Nevada in 1986. We reincorporated in
Massachusetts in 1987 and reincorporated in Delaware under the name IMSCO
Technologies, Inc. in 1996. From July 1992 to August 1999, we were engaged in
the research and development of electrostatic separation technologies. In
late 1999, we ceased our operations and shifted our focus toward the strategic
acquisition of an operating business. To that end, in July 2001, we acquired
our sports handicapping business, which we operate through our wholly-owned
subsidiary, Global SportsEDGE, Inc., a Delaware corporation. In August 2001,
we changed our name to Global Sports & Entertainment, Inc., and in August
2002, we changed our name to GWIN, Inc.

Our executive offices are located at 5092 South Jones Boulevard, Las
Vegas, Nevada 89118, and our telephone number is (702) 967-6000. Our primary
website is located at www.WinningEDGE.com.

THE OFFERING

Total shares outstanding ............. 94,915,812

Common stock offered by Laurus
Master Fund, Ltd. .................... Up to 12,636,530 shares,
including the following:

up to 9,969,863 shares of common
stock underlying obligations under
a secured convertible note in the
principal amount of $600,000, and
a warrant issued to Laurus exer-
cisable into up to 2,666,667
shares of common stock at an
exercise price of $.09 per share.

Common stock offered by all other
selling stockholders ................. Up to 24,453,834 shares of
common stock including the
following:

17,095,500 shares currently
held by the selling stockholders,

1,025,000 shares of common stock
issuable upon the exercise of
common stock purchase warrants,
and

6,333,334 shares of common stock
underlying convertible debentures.

Common stock to be outstanding
after the offering ................... Up to 114,910,676 shares.

Risk Factors ......................... See "Risk Factors," beginning on
page __for a description of
certain factors you should
consider before making an
investment in our common stock.

Use of proceeds ...................... We may receive proceeds from the
sale of our common stock issued
upon conversion of outstanding
warrants. We expect to use the
proceeds received from the
exercise of the warrants, if any,
for general working capital
purposes. See "Use of Proceeds"
for a complete description.

OTC Bulletin Board Symbol ............ GWNI

RISK FACTORS

An investment in the common stock offered involves a high degree of risk.
You should consider carefully the risks described below and all other
information contained in this prospectus before making an investment decision.
All forward-looking statements are inherently uncertain as they are based on
current expectations and assumptions concerning future events or future
performance of, or related to, our company.

WE HAVE ACCUMULATED A SIGNIFICANT DEFICIT SINCE OUR INCEPTION, AND OUR
AUDITORS HAVE EXPRESSED UNCERTAINTY CONCERNING OUR ABILITY TO CONTINUE AS A
GOING CONCERN.

Our independent auditors have expressed that there is substantial doubt
in our ability to continue as a going concern. We incurred a net loss of
$8,940,132 during the year ended July 31, 2003, and a net loss of $1,903,284
for the year ended July 31, 2004. As of October 31, 2004, we have incurred an
accumulated deficit of $26,542,741 and a working capital deficit of
$1,896,222. For the three months ended October 31, 2004, our revenues were
$1,161,475 and we had a net loss of $841,662. Our operating losses, as well
as uncertain sources of financing, create an uncertainty about our ability to
continue as a going concern.

OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO EVALUATE OUR BUSINESS.

Our business commenced operations in January 2000. As a result, we have a
limited operating history on which you can base your evaluation of our
business and prospects. Our business and prospects must be considered in light
of the risks and uncertainties frequently encountered by companies in their
early stages of development. These risks are further amplified by the fact
that we are operating in an industry which is relatively new and rapidly
evolving. These risks and uncertainties include the following:

* our business model and strategy are still evolving and are
continually being reviewed and revised;

* we may not be able to successfully implement our business model
and strategy; and

* our management has not worked together for very long.

We cannot be sure that we will be successful in meeting these challenges
and addressing these risks and uncertainties. If we are unable to do so, our
business will not be successful and the value of your investment in our
company will decline.

WE WILL CONTINUE TO REQUIRE MONEY TO FUND FUTURE OPERATIONS AND WE ARE NOT
SURE WE CAN OBTAIN ADDITIONAL FINANCING. OUR FAILURE TO SUCCESSFULLY OBTAIN
ADDITIONAL FUTURE FUNDING ON FAVORABLE TERMS MAY JEOPARDIZE OUR ABILITY TO
CONTINUE OUR BUSINESS AND OPERATIONS.

We will need to raise significant additional capital in order to fully
implement our planned business expansion. See our discussion titled
"Business-Our Strategy." We cannot assure you that additional public or
private financing, including debt or equity financing, that we require now or
in the future will be available at all or, if available, may be on terms
unfavorable to us. Furthermore, debt financing, if available, will require
payment of interest and may involve restrictive covenants that could impose
limitations on our operating flexibility. If adequate funds are not available,
we may be unable to fully implement our planned expansion.

OUR EXECUTIVE OFFICERS AND DIRECTORS WILL HAVE SIGNIFICANT INFLUENCE OVER ALL
MATTERS REQUIRING STOCKHOLDER APPROVAL, INCLUDING DELAYING OR PREVENTING A
CHANGE IN OUR CORPORATE CONTROL.

Our executive officers and directors and their affiliates together
control approximately 15.6% of our outstanding common stock. As a result,
these stockholders, if they act together, will have significant influence in
all matters requiring stockholder approval, including the election of
directors and approval of significant corporate transactions. The interests of
our executive officers and directors may differ from the interests of our
other stockholders. This concentration of ownership may have the effect of
delaying, preventing or deterring a change in control of our company, could
deprive our stockholders of an opportunity to receive a premium for their
common stock as part of a sale or merger of our company and may affect the
market price of our stock.

OUR SHARE PRICE MAY DECLINE DUE TO THE LARGE NUMBER OF SHARES OF OUR COMMON
STOCK ELIGIBLE FOR FUTURE SALE IN THE PUBLIC MARKET.

Prior to the effective date of this registration statement, approximately
33,314,421 shares of our common stock are eligible for sale in the public
market under Rule 144 of the Securities Act of 1933, as amended. This
represents approximately 35% of our issued and outstanding shares. While the
sales will be subject to volume limitations, sales of substantial amounts of
these shares of common stock in the public market, or the possibility of these
sales, may adversely affect our stock price.

WE EXPERIENCE SIGNIFICANT FLUCTUATIONS IN QUARTERLY OPERATING RESULTS DUE TO
THE SEASONALITY ASSOCIATED WITH PROFESSIONAL AND COLLEGE SPORTS. THESE
FLUCTUATIONS MAY CAUSE CASH SHORTFALLS, MATERIALLY AFFECTING OUR RESULTS OF
OPERATIONS, AS WELL AS MAKING FINANCIAL FORECASTING DIFFICULT. BOTH OF THESE
FACTORS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR COMMON STOCK TRADING
PRICE.

As a result of the nature of our business, we believe that
quarter-to-quarter comparisons of results of operations for preceding quarters
are not necessarily meaningful. Our quarterly results of operations may
fluctuate significantly in the future as a result of a variety of factors,
many of which are outside our control. Some of the factors that could cause
our quarterly or annual operating results to fluctuate include the cyclical
nature of our business operations, market acceptance of our services,
competitive pressures, and customer retention. For example, we currently
provide handicapping analysis and advice primarily for football, basketball
and baseball. The most popular sports for wagering in the United States are
professional and college football, which take place primarily during the first
and second quarters of our fiscal year (August-January), followed by college
basketball which takes place primarily during the second and third quarters of
our fiscal year. Accordingly, we have traditionally experienced lower net
sales in the third and fourth quarters and higher net sales in the first and
second quarters. This results in an uneven revenue stream, and our quarterly
operating results are difficult to predict and are likely to vary in the
future.

Any significant shortfall in revenues could have an immediate and adverse
effect on our business and financial condition. If our earnings are below
financial analysts' expectations in any quarter, our stock price may drop. You
should not rely on the results of any one quarter as an indication of our
future performance. If in some future quarter our results of operations were
to fall below the expectations of securities analysts and investors, the
trading price of our common stock would likely decline.

NEW STATUTORY OR REGULATORY RESTRICTIONS ON WAGERING ON LIVE SPORTING EVENTS
COULD DECREASE DEMAND FOR OUR HANDICAPPING SERVICES AND THEREBY DECREASE OUR
REVENUES.

Although our activities are not regulated by gaming authorities, gaming
activities are subject to extensive statutory and regulatory control by both
state and federal authorities, and are likely to be significantly affected by
any changes in the political climate and economic or regulatory policies.
Significant new restrictions on wagering on sporting events could have a
negative impact on sales of our handicapping services resulting in decreased
revenues.

A DECLINE IN GENERAL ECONOMIC CONDITIONS COULD CONTINUE TO NEGATIVELY AFFECT
THE ENTERTAINMENT AND GAMING INDUSTRIES, INCLUDING OUR BUSINESS.

Our operations are affected by general economic conditions, and therefore
our future success is unpredictable. The demand for entertainment and leisure
activities tends to be highly sensitive to consumers' disposable income, and
thus a decline in general economic conditions may lead to customers having
less discretionary income to wager on sports, which could result in a
continued material adverse effect on our business, financial condition,
operating results and prospects.

THE SUCCESS OF OUR BUSINESS IS HIGHLY DEPENDENT ON OUR PROFESSIONAL
HANDICAPPERS AND LOSING THE SERVICES OF OUR HANDICAPPERS COULD DECREASE OUR
REVENUES AND IMPAIR OUR ABILITY TO PURSUE OUR BUSINESS PLAN.

Our future success depends, in significant part, upon the continued
service and performance of our professional handicappers, in particular Wayne
Allyn Root, our Chairman and Chief Executive Officer. Although we have key-man

insurance on Mr. Root with a death benefit of $5 million, losing the services
of Mr. Root could impair our ability to effectively promote our company and to
carry out our business plan. Each of our handicappers is subject to a sports
personality agreement, which requires them to provide their handicapping
services to us, as well as appear on our infomercial, as requested, and is
renewed annually.

Our future success also depends on our continuing ability to attract and
retain highly qualified professional handicappers. Competition for these
individuals is intense. Our inability to attract and retain additional, highly
skilled personnel required for expansion of our operations could adversely
affect our results of operations.

WE FACE STRONG COMPETITION IN ALL ASPECTS OF OUR BUSINESS, AND OUR FAILURE TO
COMPETE SUCCESSFULLY WITH OUR COMPETITORS MAY HAVE A MATERIAL ADVERSE IMPACT
ON OUR REVENUES AND PROFITABILITY.

The market for our services and products is intensely competitive and we
expect that competition will increase. We face competition from numerous
operations that sell sports handicapping information through television
infomercials, the Internet, print media, direct mail and telemarketing. Many
of our competitors have longer operating histories, significantly greater
financial and marketing resources, greater name recognition and larger user
and membership bases. These competitors may be able to devote greater
resources to marketing and to the development and promotion of their services,
adopt more aggressive pricing policies and devote substantially more resources
to website and systems development than we. In addition, these competitors may
be able to respond more quickly to changes in Internet technology and adapt
more quickly to evolving industry trends or changing Internet user
preferences. We cannot assure you that we will be able to compete successfully
against current and future competitors, or that competitive pressures will not
have a negative impact on our ability to generate revenues and to achieve or
sustain profitability.

BECAUSE WE HAVE FEW PROPRIETARY RIGHTS, OTHERS CAN PROVIDE SERVICES
SUBSTANTIALLY EQUIVALENT TO OURS, WHICH MAY HAVE A MATERIAL ADVERSE EFFECT ON
OUR COMPETITIVENESS AND OUR FINANCIAL POSITION.

Our product and service offerings are not protected by patents and are
generally not patentable. We believe that most of the information we use to
provide our handicapping analysis is generally known and available to others.
Consequently, apart from the advantages afforded by our expert handicappers,
others can offer services substantially equivalent to ours.

IF WE CANNOT PROTECT OUR TRADE NAMES OR OUR INTERNET DOMAIN NAMES, OUR ABILITY
TO CONDUCT OUR OPERATIONS MAY BE IMPEDED, AS WELL AS RESULT IN SUBSTANTIAL
COSTS DUE TO LITIGATION.

We have received trademark registration for our "The WinningEDGE" trade
name with the United States Patent and Trademark Office. However, we cannot
assure you that we will be able to secure adequate protection for our trade
name. Our actions may be inadequate to protect our trade name or to prevent
others from claiming violations of their trade names. We also own the Internet
domain names www.winningedge.com, www.globalsportsedge.com, and
www.gsportsedge.com. Government agencies and their designees generally

regulate the acquisition and maintenance of domain names. Governing bodies may
establish additional top-level domains, appoint additional domain registrars
or modify the requirements for holding domain names. As a result we may be
unable to acquire or maintain relevant domain names in all countries in which
we do business. Furthermore, the relationship between regulations governing
domain names and laws protecting trademarks and similar proprietary rights is
unclear. Therefore, we may be unable to prevent third parties from acquiring
domain names that are similar to, infringe on or otherwise decrease the value
of our trademarks and Internet domain names. Our failure to protect our trade
names or our Internet domain names could impair our ability to conduct our
business operations, or may result in costly litigation and the expenditure of
significant financial and managerial resources and injunctions preventing us
from providing services. Such claims could severely harm our financial
condition and ability to compete.

SYSTEM FAILURES, DELAYS AND CAPACITY CONSTRAINTS MAY DAMAGE OUR CUSTOMER
RELATIONS OR INHIBIT OUR POSSIBLE GROWTH.

Our success and our ability to provide high quality customer service
largely depends on the efficient and uninterrupted operation of our computer
and communications systems, which must be able to accommodate significant
numbers of users and advertisers. We may experience periodic systems
interruptions and down time caused by traffic to our website and technical
difficulties, which could result in a loss of potential or existing users and
advertisers and may adversely affect our results of operations. Limitations of
our technology infrastructure may prevent us from maximizing our business
opportunities and inhibit our possible growth.

THE TRADING PRICE OF OUR COMMON STOCK MAY DECREASE DUE TO FACTORS BEYOND OUR
CONTROL.

The trading price of our common stock is subject to significant
fluctuations in response to numerous factors, including:

* quarterly variations in anticipated or actual results of operations;

* new services, products or strategic developments by us or our
competitors;

* increased expenses, whether related to sales and marketing or
administration; and

* comments about us or our markets posted on the Internet.

Moreover, the stock market from time to time has experienced extreme
price and volume fluctuations. These fluctuations have particularly affected
the market prices of equity securities for emerging growth companies and
certain industry groups such as Internet-related companies and are often
unrelated to the operating performance of the companies. These broad market
fluctuations may adversely affect the market price of our common stock. If our
shareholders sell substantial amounts of their common stock in the public
market, the price of our common stock could fall. These sales also might make
it more difficult for us to sell equity or equity-related securities in the
future at a price we deem appropriate.

THE LIMITED PUBLIC MARKET FOR OUR COMMON STOCK MAY REDUCE OUR SHAREHOLDERS'
ABILITY TO SELL OUR COMMON STOCK, AND INCREASE THE VOLATILITY OF OUR STOCK
PRICE.

Our common stock currently is traded on the OTC Bulletin Board, which is
generally considered to be a less efficient market than national exchanges or
trading systems, and trading volume has been low. Consequently, the liquidity
of our securities could be impaired, not only in the number of securities
which could be bought and sold, but also through delays in the timing of
transactions, difficulties in obtaining price quotations, reduction in
security analysts' and media coverage of us and our business, if any, and
lower prices for our securities than might otherwise be attained. This
circumstance could have an adverse effect on the ability of an investor to
sell any shares of our common stock as well as on the selling price for such
shares. In addition, the market price of our common stock may be significantly
affected by various additional factors, including, but not limited to, our
business performance, industry dynamics or changes in general economic
conditions.

WE HAVE NOT PAID CASH DIVIDENDS AND IT IS UNLIKELY THAT WE WILL PAY CASH
DIVIDENDS IN THE FORESEEABLE FUTURE.

We plan to use all of our earnings, to the extent we have earnings, to
fund our operations. We do not plan to pay any cash dividends in the
foreseeable future. We cannot guarantee that we will, at any time, generate
sufficient surplus cash that would be available for distribution as a dividend
to the holders of our common stock. You should not expect to receive cash
dividends on our common stock.

DELAWARE LAW AND OUR CORPORATE CHARTER AND BYLAWS CONTAIN ANTI-TAKEOVER
PROVISIONS THAT COULD DELAY OR DISCOURAGE TAKEOVER ATTEMPTS THAT STOCKHOLDERS
MAY CONSIDER FAVORABLE.

Our certificate of incorporation, our bylaws and Delaware law contain
provisions that may inhibit changes in our control that are not approved by
our board of directors. These provisions may have the effect of delaying,
deferring or preventing a change in our control despite possible benefits to
our stockholders, may discourage bids at a premium over the market price of
our common stock and may adversely affect the market price of our common stock
and the voting and other rights of our stockholders.

APPLICABILITY OF "PENNY STOCK RULES" TO BROKER-DEALER SALES OF OUR COMMON
STOCK COULD HAVE A NEGATIVE EFFECT ON THE LIQUIDITY AND MARKET PRICE OF OUR
COMMON STOCK.

Our common stock is subject to the "penny stock rules" adopted pursuant
to Rule 15g-9 of the Securities and Exchange Act of 1934, as amended, which
apply to non-Nasdaq companies whose common stock trades at less than $5.00 per
share or which have a tangible net worth of less than $5,000,000 - or
$2,000,000 if we have been operating for three or more years. The penny stock
rules impose additional sales practice requirements on broker-dealers which
sell such securities to persons other than established customers and
institutional accredited investors. For transactions covered by this rule, a
broker-dealer must make a special suitability determination for the purchaser
and have received the purchaser's written consent to the transaction prior to
sale. Consequently, the penny stock rules affect the ability of broker-dealers

to sell shares of our common stock and may affect the ability of shareholders
to sell their shares in the secondary market, as compliance with such rules
may delay and/or preclude certain trading transactions. The penny stock rules
could have an adverse effect on the liquidity and/or market price of our
common stock.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares by the
selling stockholders. However, if the selling stockholders exercise their
warrants we will receive the proceeds from the exercise. If we do generate
any proceeds, we intend to use the proceeds as general working capital to fund
our operations.

Following is a table showing the breakdown of the proceeds we would
receive from the exercise of the warrants and options:

Number of
Shares Proceeds if
to be issued Expiration Date Exercised
------------ --------------- -----------
Warrants exercisable
at $.09 2,666,667 October 2011 $240,000

Warrants exercisable
at $.10 1,000,000 June 2007 $100,000

Warrants exercisable
at $.15 25,000 January 2006 $ 3,750

PRICE RANGE OF COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock has traded on the OTC Bulletin Board under the symbol
"GWNI" since September 6, 2002. From September 7, 2001 to September 5, 2002,
our common stock traded on the OTC Bulletin Board under the symbol "GWIN."
The following table shows the high and low bid prices of our common stock
for the periods indicated as reported by the OTC Bulletin Board.

The table below sets forth for the periods indicated the high and low bid
prices per share of our Common Stock, as reported by the Over the Counter
Bulletin Board. Quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission, and may not represent actual transactions.

HIGH LOW

Fiscal Year ended July 31, 2003
First Quarter ..................... $ .54 .29
Second Quarter .................... $ .45 .16
Third Quarter ..................... $ .40 .13
Fourth Quarter .................... $ .41 .21

Fiscal Year ended July 31, 2004
First Quarter ..................... $ .37 .22
Second Quarter .................... $ .28 .10
Third Quarter ..................... $ .33 .12
Fourth Quarter .................... $ .22 .10

Fiscal Year ending July 31, 2005
First Quarter ..................... $ .16 .09
Second Quarter .................... $ .10 .05

STOCKHOLDERS

We consider our common stock to be thinly traded and any reported sale
prices may not be a true market-based valuation of our common stock. On March
__, 2005, the closing price of our common stock, as reported on the
Over-the-Counter Bulletin Board, was $____. There were approximately 575
holders of record of our common stock.

DIVIDENDS

We have not paid any cash dividends since our inception and do not
contemplate paying dividends in the foreseeable future. It is anticipated that
earnings, if any, will be retained for the operation of our business.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

This prospectus includes "forward-looking" statements, which reflect our
current views with respect to possible future events and financial
performance. They are subject to certain risks and uncertainties, including
specifically the absence of significant revenues, limited financial resources,
a history of losses, significant competition, trading risks of low-priced
stocks and those other risks and uncertainties discussed in this prospectus
that could cause our actual results to differ materially from our historical
results or those we hope to achieve. In this prospectus, the words
"anticipate," "believe," "expects," "intends," "future" and similar
expressions identify certain forward-looking statements. You are cautioned to
consider the specific risk factors described in "Risk Factors" and elsewhere
in this prospectus and not to place undue reliance on the forward-looking
statements contained in this prospectus. Except as required by law, we
undertake no obligation to announce publicly revisions we make to these
forward-looking statements to reflect the effect of events or circumstances
that may arise after the date of this prospectus.

OVERVIEW

We provide sports handicapping information and analysis to sports bettors
through direct marketing channels such as television, radio, the internet and
print media. The handicapping information that we currently provide includes
commentary, analysis and selections from leading sports handicappers for
professional and college football, professional and college basketball, and
professional baseball.

One of the attractive aspects of our business is that we generate
revenues from two sources. The two primary sources are services revenues and
advertising revenues.

Service revenues are generated by selling the handicapping advice and
analysis of our professional handicappers. Service revenues are generated
from respondents to our various media promotions including the telephone
numbers advertised on our weekly 30-minute television program called "Wayne
Allyn Root's WinningEDGE," which aired during the 2004 football season
nationally on the Spike TV Network. We also produced an hour long radio
program called The WinningEDGE that aired on selected radio stations
nationwide.

In addition to The WinningEDGE television and radio programs we also
advertise our services on radio in various markets and in selected print media
including the week-end edition of USA Today. During the football season we
will receive phone calls weekly in response to our offers. These calls are
returned by our team of sports account representatives in our office in Las
Vegas. The account representative offers the caller a variety of handicapping
packages for the services of our handicappers. Our handicapping services are
also offered and sold on our Web site, www.WinningEDGE.com. The Web site
provides free live odds, scores, schedules, injury and weather reports and
free picks from our professional handicappers, as well as the opportunity for
visitors to purchase a broad selection of picks and services offered through
the site.

The second major source of revenues for us is advertising revenues.
Advertising revenues are revenues generated from payments made to us from

third party advertisers on our various television, radio, print, and Internet
properties. They also include revenues generated from the rental of our
databases to noncompetitive advertisers.

We have built telemarketing, direct mail, and email databases totaling
over 200,000 potential clients who have contacted us through our various media
promotions. Although not recorded as an asset on the Company's Balance Sheet,
the Company considers its databases to be extremely valuable assets both as a
continuing lead source for our handicapping services and as an additional
source of revenue from the rental of our customer lists. As described below,
the value of this database was demonstrated when, in the fall of 2003, an
outside computer hacker gained access and clandestinely sold our customer and
sales-lead information to a number of our competitors. The Company believes
that this theft cost the Company in excess of $1 million in revenues, and as
discussed below, is a primary factor why operating revenues were lower in the
first quarter of 2005 than they were in the first quarter of 2004. The
Company took aggressive steps, including hiring Robert Half & Associates, and
investing approximately $150,000 in improved firewalls and database security
to prevent any further database losses. The Company believes that its
proprietary property is now well protected and that it is well positioned to
resume its rapid grow of both service and advertising revenues.

COMPARISON OF SIX MONTHS ENDED JANUARY 31, 2005 TO THE SIX MONTHS ENDED
JANUARY 31, 2004

REVENUES. Total revenues for the six months ended January 31, 2005
decreased 19%, from $4,766,397 to $3,883,141 for the comparable period.
Revenues from advertising decreased from $577,076 for the six months ended
January 31, 2004 to $499,704 for the same period in 2005, a decrease of 13%.
This decrease in advertising revenues is a result of the Company's strategy to
pursue and bring on board advertisers that will advertise on an annual basis
not only in the football season. Net revenues from sports handicapping
services (after deferred revenue adjustments) decreased from $4,189,321 for
the six months ended January 31, 2004 to $3,383,437 for the same period in
2005, a decrease of 19%. This decrease is attributable to the Company's
security breach with an outside computer hacker gaining access to our
proprietary customer and lead database and clandestinely selling it to a
number of our competitors. The Company was able to identify the sources of the
breach and stop the theft. The Company is currently working with the FBI to
investigate the individuals involved in the theft. As proof of the impact that
the theft had on sales, once the theft was identified and measures enacted to
prevent future breaches, the Company's revenues during the three month period
ended January 31, 2005 exceeded the revenues of the comparable period in the
prior year.

OPERATING COSTS AND EXPENSES. Total operating costs and expenses,
excluding non recurring items were $4,429,022 for the six months ended January
31, 2005 versus $5,044,109 for the same period in 2004, a decrease of 12%.
These savings were across the board, with key components as follows:
Advertising Expenses, including production costs, decreased from $1,579,199
for the six months ended January 31, 2004 to $1,331,524 for the same period in
2005. These reduced media expenditures are a direct result of the Company's
decision to change television broadcasting stations for better pricing and
utilizing a client management software system that allowed the company to
pinpoint weekly client response sources that allowed the company to maximize
the media dollars spent. The majority of our advertising expense is incurred

from September to December, during the football season and the early part of
the basketball season.

Other substantial cost savings were realized by decreasing Commission
Expense from $1,415,140 for the six months ended January 31, 2004 to
$1,294,851 for the same period in 2004, Salaries and Wages decreased from
$628,903 for the six months ended January 31, 2004 to $555,007 for the same
period in 2005, a decrease of 12%. Professional Fees also decreased from
$137,047 for the six months ended January 31, 2004 to $59,520 for the same
period in 2005, a 57% reduction. The Company does not have any ongoing
litigation. General and Administrative Expenses decreased from $823,303 for
the six months ended January 31, 2004 to $777,628 for the same period in 2005,
a decrease of 6%. The Company's general operating expenses have stabilized
and telephone charges and credit card fees on sales revenue were lower due to
less overall sales for the period. These two major expenses vary directly with
sales activity and are consistent with revenues.

OPERATING RESULTS. Although the Company showed increased losses on the
six month operating results comparison with the prior year, those increased
losses were incurred in the first quarter and substantially reduced with the
improvement in the second quarter results. For the six months ended January
31, 2005 the Company's operating loss was $545,882 compared to $277,712 for
the same period in 2004.

COMPARISON OF THE YEAR ENDED JULY 31, 2004 TO THE YEAR ENDED JULY 31, 2003

The Company showed significant improvement in both operating results and
overall net loss for the year ended July 31, 2004 compared to the year ended
July 31, 2003.

The operating losses for the year ended July 31, 2004, and the year ended
July 31, 2003 were $654,049 and $2,501,866 respectively. As seen in the
analysis of individual components below, this decrease is primarily
attributable to a substantially lower overall operating cost structure
combined with continuing overall revenue growth.

Our net losses for the year ended July 31, 2004, and the year ended July
31, 2003 were $1,903,284 and $7,141,561 respectively. The net loss used in the
per share calculations for the year ended July 31, 2004, and the year ended
July 31, 2003 were $1,903,284 and $8,940,132, respectively. The company
benefited from overall reductions in operating expenses and significant
reductions in non-cash cost of financing due to not having anti-dilution
charges and series "C" preferred share conversion costs in the year ended July
31, 2004.

Revenue from sales of sports handicapping information and advertising
combined for the year ended July 31, 2004, and the year ended July 31, 2003
were $6,080,787 and $5,926,916, respectively. Of these amounts, the
advertising revenues for these same periods was $710,836 and $206,334,
respectively and revenues from sports handicapping information was $5,369,951
and $5,720,582 respectively. The increase in advertising revenues is
primarily due to an increased volume of advertising sales on the Company's
television and radio programs and its web site. The change in handicapping
information revenues is directly related to, and is more than offset by the
savings of $509,788 in advertising expenses discussed below.

Handicapping fee expenses for the year ended July 31, 2004, and the year
ended July 31, 2003 were $558,210 and $654,425, respectively. This line item
is a commission based on a percentage of handicapping information sales, and
the decline is attributed to a decrease in salesroom revenues.

Advertising expenses for the years ended July 31, 2004 and 2003 were
$1,832,644 and $2,342,432, respectively. The lower advertising expense for the
current period is due to better airtime pricing and a more targeted
advertising campaign. Specifically, the company eliminated broadcasts in areas
that did not produce a reasonable return in the previous years, based upon
management's analysis of revenue-per-market.

Commission expenses for the year ended July 31, 2004 and the year ended
July 31, 2003 were $1,689,861 and $1,813,078, respectively. The lower
Commission Expense is due to adjustments to the commission rates for salesroom
management and staff and lower salesroom sales.

Salaries and wage expenses for the year ended July 31, 2004 and the year
ended July 31, 2003 were $1,192,840 and $1,196,759 respectively. Salaries and
wages remained flat for the year due primarily to wage increase restrictions.

Professional fees for the year ended July 31, 2004, and the year ended
July 31, 2003 were $195,243 and $532,354, respectively. The savings in
professional fees is primarily due to not having any ongoing litigation.

General and administrative expenses for the year ended July 31, 2004, and
the year ended July 31, 2003 were $1,222,124 and $1,624,464, respectively.
These savings are a direct result of cost containment efforts undertaken in
the 2004 fiscal year. Specifically, the Company negotiated better pricing on
major costs such as telephone expense, credit card processing fees, and health
insurance costs.

The non-recurring charge of $-0- and $40,000 for the years ended July 31,
2004 and 2003, respectively, represents costs associated with the rescission
of a planned share exchange transaction.

COMPARISON OF THE YEAR ENDED JULY 31, 2003 TO THE SEVEN MONTH PERIOD
ENDED JULY 31, 2002 AND YEAR ENDED DECEMBER 31, 2001

Our business is highly seasonal and the seven months ended July 31, 2002
exclude virtually all of the college and professional football season. This
has historically been the period in which a substantial part of annual
revenues are generated. Therefore, comparisons of twelve month periods to the
seven months ended July 31, 2002, may not be effective.

Our net loss for the year ended July 31, 2003, the seven month period
ended July 31, 2002 and the year ended December 31, 2001 were $7,141,561,
$2,075,443 and $5,527,352, respectively. The net loss used in loss per share
calculation in 2003 and 2001 were further increased by an imputed non-cash
dividend on our Series C Preferred Shares of $1,798,571 in 2003 and $1,092,000
in 2001. The net loss used in the per share calculations for the year ended
July 31, 2003, the seven month period ended July 31, 2002 and the year ended
December 31, 2001 were $8,940,132, $2,075,443 and $6,619,352, respectively.

Revenue from sales of sports handicapping information and analysis for
the year ended July 31, 2003, the seven month period ended July 31, 2002 and
the year ended December 31, 2001 were $$5,720,582, $2,765,233 and $3,083,314
respectively. Revenue from advertising agreements for these same periods was
$206,334, $261,998 and $157,168, respectively. This increase in revenue is a
result of the continued effective marketing efforts and repeat business.

Handicappers' fees for the year ended July 1, 2003, the seven month
period ended July 31, 2002 and the year ended December 31, 2001 were $654,425,
$264,257 and $424,002, respectively. These changes are in line with the
changes in revenue from sales of sports handicapping information.

Advertising expenses for the year ended July 31, 2003, the seven month
period ended July 31, 2002 and the year ended December 31, 2001 were
$2,342,432, $194,755 and $2,160,245, respectively. The seven months ended July
31, 2002 were very low because the bulk of our advertising comes during the
football season (September to December). The 2003 year is only slightly
higher than the 2001 year, even though revenues are up significantly, because
we are becoming more effective in our use of advertising.

Professional fees for the year ended July 31, 2003, the seven month
period ended July 31, 2002 and the year ended December 31, 2001 were $532,354,
$868,148 and $556,201, respectively. These fees were especially high in the
seven month period ended July 31, 2002 because of fees paid in connection with
efforts to raise investment capital and the process of settling all of the
ongoing litigation.

General and administrative expenses for the year ended July 31, 2003, the
seven month period ended July 31, 2002 and the year ended December 31, 2001
were $1,624,464, $864,629 and $1,238,880, respectively. These increases are
as a result of the growth of our revenues offset by cost containment efforts
undertaken in the 4th quarter of the 2003 fiscal year.

The non-recurring charge of $40,000 for the year ended July 31, 2003,
$608,525 for the seven month period ended July 31, 2002 and $866,453 for the
year ended December 31, 2001 represent costs associated with a contemplated
merger transaction. This transaction was rescinded and agreement was reached
for payments of $90,000 and issuance of shares and warrants in exchange for
mutual releases from further claims in connection with this transaction. We
provided approximately $1,153,000 for the costs of these settlements.

The operating loss for the year ended July 31, 2003, the seven month
period ended July 31, 2002 and the year ended December 31, 2001 were
$2,501,866, $1,371,117 and $4,637,370, respectively. The net operating loss
declined from $4,637,370 in the year ended December 31, 2001 to $1,371,117 for
the seven months ended July 31, 2002, primarily because the revenues on a
monthly basis grew approximately 60% and there was a significant decrease in
advertising expense and a lesser decrease in compensation and general and
administrative expense. The net operating loss increased from $1,371,117 for
the seven months ended July 31, 2002 to $2,501,866 for the year ended July 31,
2003. Even though the revenue continues to grow on a monthly basis, there
were significant increases in advertising expense, compensation expense and
general and administrative expense. In order to reduce the operating loss in
the current fiscal year, management is attempting to increase its advertising
revenue and to bring its advertising expense and compensation expense more in
line with its revenue from handicapping fees.

SEASONALITY

Our business is highly seasonal. Because football and basketball are the
most popular sports for wagering, the demand for the handicapping analysis for
these sports is substantially higher than for any other sporting events. As a
result, approximately 80% of our sales occur in the first and second quarters
of the fiscal year. Because of these factors, our quarterly operating results
are difficult to predict and are likely to vary in the future. We have
traditionally experienced lower net sales in the third and fourth quarters of
the fiscal year and higher net sales in the first and second quarters of the
fiscal year. We expect this seasonality to continue for the foreseeable
future. If we are ultimately successful in pursuing our strategy to expand
our handicapping services to cover other sports that are popular
internationally, such as soccer and cricket, we may reduce the seasonality of
our business. However, there can be no assurance that future seasonal
fluctuations will not adversely affect the business or results of operations.

LIQUIDITY AND CAPITAL RESOURCES

Our working capital deficit as of January 31, 2005, was $1,013,084 as
compared to a working capital deficit of $1,243,175 as of July 31, 2004. Of
the January 31, 2005 amount, approximately $489,000 represents revenues from
sales which will not be recognized until after January 31, 2005.

In November, 2004 the Company completed a Convertible Debenture placement
for $600,000 (see Subsequent Events Note). The Company believes that this
additional financing and cash flow from operations will be sufficient to fund
the Company's operating requirements. The Company may continue to seek
additional infusions of capital.

SUMMARY OF CASH FLOWS FOR THE SIX MONTHS ENDED JANUARY 31, 2005

GWIN's cash decreased approximately $402,552 during the six months ended
January 31, 2005, to approximately $36,000. The decrease was a result of the
operating loss of $545,882 which was offset, in part, by the $569,000 in
proceeds from the issuance of convertible debt.

OPERATING ACTIVITIES

Net cash used in operating activities increased to $1,063,663 for the six
months ended January 31, 2005 from $562,975 in the six months ended January
31, 2004. A large component of the cash used was to fund a credit card
reserve fund, totaling approximately $751,000, which is shown under Deposits &
other assets on the Balance sheet.

INVESTING ACTIVITIES

Net cash used in investing activities decreased to $15,392 during the six
months ended January 31, 2005 from $43,447 during the six months ended January
31, 2004.

FINANCING ACTIVITIES

Net cash provided by financing activities increased to $676,503 during
the six months ended January 31, 2005 from $220,078 during the six months
ended January 31, 2004. Included in the amount for the six months ended

January 31, 2005 was $230,000 received from the sale of common stock and the
issuance of $568,806 in convertible debt.

FORWARD LOOKING STATEMENTS

This report contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements are based on our
management's beliefs as well as assumptions and information currently
available to us. When used in this report, the words "believe," "expect,"
"anticipate," "estimate" and similar expressions are intended to identify
forward-looking statements. These statements are subject to risks,
uncertainties and assumptions, including, without limitation, our present
financial condition, the risks and uncertainties concerning the availability
of additional capital as and when required, the risks and uncertainties
concerning general economic conditions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated, or
projected. We caution you not to place undue reliance on any forward-looking
statements, all of which speak only as of the date of this report. You should
refer to and carefully review the information in future documents we file with
the Securities and Exchange Commission.

CRITICAL ACCOUNTING POLICIES

In preparing our financial statements, we make estimates, assumptions and
judgments that can have a significant effect on our revenues and net income or
net loss, as well as on the value of certain assets on our balance sheet. We
believe that there are several accounting policies that are important to an
understanding of our historical and future performance as these policies
affect the reported amounts of revenues, expenses, and significant estimates
and judgments applied by management. While there are a number of accounting
policies, methods and estimates affecting our financial statements, two areas
of particular significance are identified. One of theses areas is the
deferral estimate applied to revenues and the other area is the pricing of
options and warrants issued by GWIN. In addition, please refer to Note 2 to
the accompanying consolidated financial statements for further discussion of
our accounting policies.

REVENUE RECOGNITION

Our service contracts with clients vary substantially in length from a
single sporting event to entire seasons. We recognize the revenue from
service contracts ratably, as the services are rendered in proportion to the
total services to be provided under the contracts. It is important to note
that while revenue from service contracts is deferred and recognized as the
service is delivered, the bulk of the costs associated with generating that
revenue including advertising, commissions, and handicapping fees are expensed
in the quarter that the service contract is generated.

STOCK OPTIONS AND EQUITY INSTRUMENTS

We have issued substantial amounts of warrants and options to purchase
common stock in connection with financing activities and as payment for
services and other items. We record the cost attributable to those issuances
on the basis of the Black-Scholes option valuation model. The use of this
model requires some highly subjective assumptions including expected stock
price volatility.

BUSINESS

OVERVIEW

GWIN, Inc is headquartered in Las Vegas, Nevada. We provide sports
handicapping analysis and advice to sports bettors worldwide through our
wholly-owned subsidiary, Global SportsEDGE, Inc. Global SportsEDGE provides
professional handicapping advice on professional and college football,
professional and college basketball, and professional major-league baseball,
hockey, NASCAR and golf via television, radio and the internet.

We generate revenue in two ways: through the sale of our services and
through the sale of advertising. Service revenues are generated by selling
the handicapping advice of our professional handicappers and advertising
revenues are generated from payments we received from advertisers on our
various television, radio, print and internet properties.

CORPORATE HISTORY

We were originally incorporated in Nevada in 1986. We reincorporated in
Massachusetts in 1987 and reincorporated in Delaware under the name of IMSCO
Technologies, Inc. in 1996. From July 1992 to August 1999, we were engaged
in the research and development of electrostatic separation technologies. In
late 1999, we ceased our operations and shifted our focus toward the strategic
acquisition of an operating business. To that end, in July 2001, we acquired
our sports handicapping business, which we operate through our wholly-owned
subsidiary, Global SportsEDGE, Inc., a Delaware corporation. In August 2001,
we changed our name to Global Sports & Entertainment, Inc. and on August 22,
2003, we changed our name to GWIN, Inc.

Effective August 22, 2002, we changed our name to GWIN, Inc. in order to
avoid both consumer confusion and potential and actual litigation with another
Delaware company with a similar name, Global Sports, Inc. The Board of
Directors approved a change in our Fiscal Year from a calendar year to one
beginning August 1 and ending July 31. That change was effective July 31,
2002.

THE GAMING AND SPORTS HANDICAPPING MARKET

Our services are intended to assist fans of the games and teams we cover
in analyzing the prospects for their favored teams throughout the season, and
for sports bettors who wish to use our analysis in determining their wagers on
specific teams and/or games. We believe that our handicappers have superior
experience, knowledge and/or skill and purchasing our handicappers' analysis
and advice allows our customers to increase their odds of winning.

We believe that there is a market for our sports handicapping information
and analysis wherever there is a market for sports wagering and that the size
of the market for our sports handicapping information and analysis is directly
related to the market for sports wagering. In the United States, wagering on
sporting events, other than pari-mutuel betting, is currently legal only in
the State of Nevada. According to a 1999 report by the National Gambling
Impact Study Commission, sports wagering reached $2.3 billion in Nevada's
sports books in 1998. Estimates of the scope of other sports betting in the
United States range from $80 billion to $380 billion annually. We believe

that the proliferation of cable and satellite television, which has increased
the viewing access to sporting events worldwide, has also increased viewers'
interest in sports betting.

OUR BUSINESS MODEL

Our business model is centered around the handicappers featured on our
television show "Wayne Allyn Root's Winning EDGE" ("WinningEDGE"). The show
is anchored by Mr. Wayne Allyn Root, our Chairman and Chief Executive
Officer. Mr. Root has been employed in the handicapping industry for the past
15 years. Prior to founding Global SportsEDGE, Inc., our subsidiary, Mr. Root
was a leading revenue generator for National Sports Service, a competitor of
ours and an industry leader. Joining Mr. Root on the show are his hand
selected experts in the sports handicapping field, including Mr. Alec McMordie
who has won 30 national handicapping championships over the past ten years,
Mr. Randy White, a former NFL player and a member of the NFL Hall of Fame, and
Mr. Chet Coppeck, an Emmy award winning sportscaster. For the 2004 football
season, Ron Meyers, former AFC Coach of the Year joined our team of
handicappers. The celebrity of our handicappers, combined with a national
television platform, allows us to attract highly qualified account
representatives. These account representatives are then able to convert
incoming telephone leads into completed sales, as described further below.

MARKETING AND SALES

We generate revenues from (a) the direct sale of our handicapping advice;
and, (b) from selling advertising "sponsorship" time on our various media
properties including our television program, our radio program, and our
Internet web site, www.winningedge.com. Interest in our service is derived
primarily from three different sources in addition to word-of-mouth and repeat
customers: television, radio, and the Internet. The Company's primary
promotional vehicle is the WinningEDGE television program. This lively,
30-minute, professionally produced television show is broadcast nationally on
Saturday mornings throughout the football season, generally September through
December. During the 2004-2005 NFL season, the WinningEDGE aired nationwide
on Spike TV and reached an approximate viewing audience of 86 million
potential viewers at a "prime", 10 am est/pst pre-game time spot. The show
stars and is hosted by Mr. Root and showcases our team of professional
handicappers. In addition to the television show, the Company also produces a
radio show by the same name, "Wayne Allyn Root's WinningEDGE". The hour long
radio show is also hosted by Mr. Root and stars most of the same cast of
handicappers as the television show. The show airs on a number of radio
stations in local markets. Like the television show, the radio program
provides analysis of upcoming games and promotes the various handicappers'
services.

We also sell our handicapping analysis, or "picks," on our website
www.WinningEDGE.com, and develop customer interest through other television,
radio and print advertisements. Our primary service is the handicapping
analysis and advice of our professional handicappers. This may be sold as one
pick from one handicapper for one game, or a series of picks for a series of
games played in one sport, a series of events in one season, a series of
different events for different sports during a season, or a series of picks
from different handicappers for one or many games in one or many sports. The
cost varies based on the event, the sport, the number of picks and the
handicapper.

Once a potential customer has decided to purchase our picks, the customer
calls a toll-free number listed on our website or displayed on our programs or
in our advertising. Unique telephone numbers are assigned to each of our
handicappers and to each advertising source, to assist us with identifying
which promotional sources generate the highest revenue. An experienced
account representative receives the call, and offers the customer various
picks, which the customer can purchase individually or in packages, such as a
series of games, sports, or an entire season. Our representatives encourage
package sales, which generate higher revenues. Once the customer has selected
the individual pick or package, the customer pays us for the services via
credit card, check, or cash. Most sales are completed using a credit card.
Upon verified receipt of payment the customer then receives the selected
pick(s) or package(s).

During the football and basketball seasons, which combined, extend from
September to March, we maintain a staff of approximately 45 experienced sales
representatives at our sales office located in Las Vegas, Nevada.

Our account representatives have a comprehensive knowledge of sports and
the business of sports handicapping and sports betting, although they
themselves do not conduct any of the handicapping analysis. We train our
sales representatives thoroughly and randomly monitor calls for quality
assurance. We believe that our sales force is among the most experienced and
professional in our industry. The customer can chose to receive the picks via
a telephone recorded message with the use of a pin number, via email or
directly from his account representative. Our account representatives, also
referred to as sales representatives, are compensated on a commission basis,
with total commissions averaging approximately 28% of our gross sales. In
addition, sales managers may also receive a small percentage (1-3%) of gross
sales achieved by their sales representatives including bonuses paid when
sales exceed predetermined sales targets. We sell the analysis and picks of
our professional handicappers in a variety of packages and at various prices.
Our prices vary by handicapper and by the packages and picks offered by each
handicapper, with higher prices for the picks considered by our handicappers
to have better odds of beating the spread for a particular game.

Customers may also purchase picks directly from our website, without
interaction with account representatives. Visitors to this site can purchase
unique packages of picks offered only on our website.

OUR STRATEGY

Our goal is to become the leading provider of sports handicapping
information and advice first in the United States and then, in the world. Our
strategy includes the following key elements:

EXPAND OUR BUSINESS TO COVER ADDITIONAL SPORTS AND SERVICES AND NEW
GEOGRAPHIC MARKETS. We currently provide handicapping analysis and advice
primarily for football, basketball and baseball in the United States. We have
also begun to cover minor U.S. betting sports such as NASCAR and golf. Our
overall goal is to form strategic alliances to expand our services globally to
cover soccer, cricket, rugby and other heavily wagered sports in Europe and
Asia, where wagering on sporting events is widespread.

ESTABLISH A GLOBAL BRAND NAME. We plan to vigorously promote our
handicappers and the WinningEDGE brand name and related website. We believe
that by hiring only the most insightful handicappers in each field that we
enter, and paying close attention to customer service, we can continue to grow
a satisfied and loyal customer base and establish our brands as the leading
handicapping services in the world.

BUILD STRATEGIC ALLIANCES WITH KEY BUSINESS PARTNERS. We intend to
continue developing strategic relationships with leading sports information
and sports wagering providers and pay per view cable and satellite providers.
We believe that we can enhance our brand recognition through advertising and
co-marketing arrangements with leading television, radio and Internet sports
information and entertainment providers.

PROVIDE MEDIA CONTENT THROUGH NEW TELEVISION AND RADIO PRODUCTION
PROGRAMMING TARGETING RETAIL "HOW TO" VIDEOS, COMMERCIAL TELEVISION
PROGRAMMING, AND INTERACTIVE TELEVISION. We have the ability to provide
quality programming utilizing our established brand names and personalities
together with our expertise in producing quality programming.

EXPAND ADVERTISING SALES. In addition to the sale of handicapping
analysis and advice, we also generate revenues by the sale of advertising
exposure on all of our media properties: television, radio, and the Internet.
We intend to continue to increase these revenues by developing additional
media properties for which we can sell additional sponsorship and advertising
opportunities. As we continue to establish our media properties we believe
this will become an ever larger percentage of our total revenues.

COMPETITION

We face competition from numerous operations that sell sports
handicapping information through television, print media, direct mail, the
Internet, and telemarketing. While we believe that we feature the leading
handicappers in the country, some of our competitors have longer operating
histories, significantly greater financial and marketing resources, greater
name recognition and larger user and membership bases.

Our industry is characterized by a large number of small companies and
sole proprietorships, and information regarding capitalization, revenues and
market share of these companies is not available. We are unaware of any
independent reporting service which may supply information of this nature
regarding businesses operating in our industry. We believe that our principal
competitor is National Sports Service, Inc., which has a business model very
similar to ours and airs the Proline sports handicapping program on the USA
Network. National Sports Service has been well known in the industry for the
past 25 years. Other major competitors include vegasinsider.com, a well-known
provider of sports gaming information, and formerly a subsidiary of
Sportsline.com, which is a leading online sports information site.

Our primary method of competing with these businesses is employing
handicappers who are well-known and have an established reputation and success
rate, as well as the promotion of our brand name and services and the
successful use of our proprietary database of actual and potential customers.

INTELLECTUAL PROPERTY

We regard the professional reputations of our expert handicappers, and
the methodologies they employ, as important to our ability to maintain and
grow our business. We generally enter into sports personality agreements with
our handicappers to obtain rights to use their name, likeness and services in
connection with our business. Most, but not all, are exclusive agreements.
The enforceability of these agreements may be limited in some jurisdictions
and, without additional employment agreements, we cannot prevent our
handicappers from terminating their relationships with us.

We have acquired and own the registered trademark "The WinningEdge." We
also own the Internet domain names www.WinningEDGE.com and
www.TheWinningedge.com as well as over a dozen other domain names that are
pertinent to our business and industry. We believe that our trade names and
other proprietary rights are important to our brand-building efforts and our
marketing concept. However, we may not be able to enforce our intellectual
property rights, which may cause us to pay significant costs due to
litigation, and, if unsuccessful, may result in a reduction in our ability to
remain competitive in our industry.

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

Gaming activities are subject to extensive statutory and regulatory
control by both state and federal authorities, and are likely to be
significantly affected by any changes in the political climate and economic or
regulatory policies. We do not engage in gaming and do not accept or place
wagers. The marketing and sale of our handicapping information and analysis
is not currently subject to direct government control, other than regulations
applicable to businesses generally. However, we believe that demand for our
services is related to availability of legal gaming activities. Significant
new restrictions on wagering on sporting events could have a negative impact
on our sales of handicapping information.

All 50 states currently have statutes or regulations restricting or
prohibiting gaming activities. In most states it is illegal for anyone either
to accept or make a wager, although there are exceptions that vary by state,
such as exceptions for pari-mutuel betting in many states. The Federal
Interstate Wire Act contains provisions that make it a crime for anyone in the
business of gaming to use an interstate or international telephone line to
transmit information assisting in the placing of wagers, unless the wagering
is legal in the jurisdictions from which and into which the transmission is
made. Other federal laws also impact gaming activities and further
legislation is being considered in Congress and individual states. However,
none of these regulations currently affects or applies directly to our
business and operations, and we are not aware of any legislation which applies
directly to our business becoming effective in the immediate future.

EMPLOYEES

We have 16 full-time employees including one of our four handicappers.
We also have three of our handicappers under sports personality agreements.
The fourth handicapper, Mr. Root, is a full-time employee and serves as the
Chief Executive Officer. In addition, we have approximately 45
commission-based telemarketing sales representatives in our Las Vegas sales
office during the peak football and basketball seasons. Our employees are not

represented by any collective bargaining agreement and we have never had a
work stoppage. We believe our employee relations are good.

FACILITIES

We currently lease approximately 7,536 square feet of office space for
our corporate headquarters and sales office in Las Vegas, Nevada, under a
lease that expires on January 22, 2007, with an option to extend the term of
the lease for an additional three years. Our lease for our Las Vegas facility
requires monthly base rental payments of $11,520.

LEGAL PROCEEDINGS

There is no pending material legal proceedings, and we are not aware of
any threatened legal proceedings to which we may become a party.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The Directors and Officers of GWIN, Inc. are as follows:

Name Age Positions and Offices Held
---- --- --------------------------

Wayne Allyn Root 42 Chairman, CEO and Director

Douglas R. Miller 58 President, COO and Director

Jeff Johnson 46 Chief Financial Officer

Roger Aspey-Kent 60 Director

Robert L. Seale 62 Director

Roger L. Harrison 61 Director

There is no family relationship between any of the Directors or the
Executive Officers of GWIN.

The following sets forth biographical information as to the business
experience of each Officer and Director for at least the last five years.

WAYNE ALLYN ROOT has served as our Chief Executive Officer and Chairman
of our Board of Directors since our reorganization in July 2001. From 1999 to
2001, Mr. Root served as Chairman and Chief Executive Officer of our
subsidiary, Global Sports Edge, Inc. From 1990 to 1999, Mr. Root served as a
sports handicapper for National Sports Service. Mr. Root holds a B.A. from
Columbia University.

DOUGLAS R. MILLER has served as our President, Chief Operating Officer,
Secretary and a director since our reorganization in July 2001. Mr. Miller has
also served as our Chief Financial Officer from November 2001 to April 2003.
From 1999 to 2001, Mr. Miller served as President of our subsidiary, Global
Sports Edge, Inc. From 1998 to 1999, Mr. Miller was the Chief Financial
Officer of Body Code International, an apparel manufacturer. Mr. Miller holds
a B.A. degree in economics from the University of Nebraska, and an MBA degree
from Stanford University.

JEFF JOHNSON has served as Chief Financial Officer since May 2003. From
1995 to 2002, Mr. Johnson was the Chief Financial Officer for KNPR Radio. Mr.
Johnson was the Chief Financial Officer for Display Ad for 3 years and prior
to that Mr. Johnson was with the national public accounting firms of Laventhal
& Horwath and Coopers and Lybrand. Mr. Johnson does not hold a directorship
in any public company.

ROGER ASPEY-KENT has been a member of the Board of Directors since
January 1, 2004. He is currently an executive director of a property
development company based in Cyprus and also a non-executive director of a
technology systems company based in London. He is an executive partner of
Falcon Capital which is in the venture capital business operating in various

locations throughout Europe. From 1985 until 1990 he worked in general
management of Credit Commercial de France, in London. From 1980 until 1985 he
worked as a senior associate director of Societe Generale, Merchant Banking.
While at Societe Generale he served as senior corporate finance advisor for
equity strategy and he was responsible for corporate syndications in London
and Southeast Asia and for aerospace business development in Asia. From 1963
until 1967 he worked as a corporate finance executive at Lazard Brothers & Co.
Ltd in London where he was responsible for corporate finance activity in
developing markets. Mr. Aspey-Kent currently serves as a director of EIG
Technology Ltd and Marrakesh Properties Ltd.

ROBERT L. SEALE has been a member of the Board of Directors since January
1, 2004. Currently, Mr. Seale is a Principle with GIF Services, Inc., a
Manager of Managers program managing the portfolios of state and local
governments. From January 1999 until December 2002, Mr. Seale served as
Managing Director of Gabelli Fixed Income, LLC where he was responsible for
managing the $2.0 billion portfolio under management as a senior executive.
From 1991 until 1999 he served as the Nevada State Treasurer where he was
responsible for investing the State's $2.1 billion portfolio, managing the $28
billion cash flow, and debt issuance. From 1981 until 1990 he was the
Managing Partner for Pangborn & Co. CPA's in Reno, Nevada. He graduated with
a Bachelor of Science in Accountancy from California State Polytechnic
University in 1964.

ROGER L. HARRISON has been a member of the Board of Directors since
January 15, 2004. Since the early 1980's Mr. Harrison has been involved in
creating, producing and directing films. Since 1999 he has been working on
twenty-three projects, three of which are currently considered "hot": Cousins
(Jerry Lee Lewis, Mickey Gilley, Jimmy Swaggart biopic); The Las Vegas
Showgirls Meet the Furry Hamsters from Hell (a Mel Brooks-type spoof); and a
documentary on capitalism and the republic form of democracy called "The
Perfect Incubator." He is also on the creative team for Sony's upcoming
feature film Police Woman, starring Queen Latifah. Prior to his involvement
with films, Mr. Harrison worked for approximately fourteen years in the
securities industry as an account executive with seven years at Merrill Lynch,
three years as Regional Manager with E.F. Hutton & Co., and four years with
A.G. Edwards. His first film project was The Chosen which he produced during
1981-1983. The Chosen was the winner of the Christopher Award; best film and
best actor (Rod Steiger) at the Montreal Film Festival; and the New York Film
Critics, best screenplay and best director awards.

Our Board of Directors held four (4) meetings during the fiscal year
ended July 31, 2004. Each Director attended at least 75% of the aggregate
number of meetings held by the Board of Directors during the time each such
Director was a member of the Board.

Our executive officers hold office until the next annual meeting of
directors. There are no known arrangements or understandings between any
director or executive officer and any other person pursuant to which any of
the above-named executive officers or directors was selected as an officer or
director.

COMMITTEES

We have two standing committees: the audit committee and the
compensation committee.

AUDIT COMMITTEE

Our current Audit Committee was formed during February 2004. It attends
to and reports to our Board of Directors with respect to matters regarding our
independent public accountants, including, without limitation: annual review
of their charter; approving the firm to be engaged as our independent
registered public accounting firm for the next fiscal year; reviewing with our
independent public accounting firm the scope and results of their audit and
any related management letter; consulting with our independent registered
public accounting firm and our management with regard to our accounting
methods and adequacy of our internal accounting controls; approving the
professional services rendered by our independent registered public accounting
firm; reviewing the independence, management consulting services and fees of
our independent registered public accounting firm; inquiring about significant
risks or exposures and methods to minimize such risk; ensuring effective use
of audit resources; and preparing and supervising the Securities and Exchange
Commission reporting requirements. Our Audit Committee currently consists of
Robert L. Seale and Roger Aspey-Kent.

COMPENSATION COMMITTEE

Our Compensation Committee was formed during February 2004 to attend to
and report to our Board of Directors with respect to the appropriate
compensation of our directors and executive officers and is responsible for
administering all of our employee benefit plans. The Compensation Committee
currently consists of Robert L. Seale and Roger L. Harrison.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely on a review of Forms 3 and 4 and amendments thereto
furnished to us during our most recent fiscal year, and Forms 5 and amendments
thereto furnished to us with respect to our most recent fiscal year and
certain representations, no persons who were either a director, officer, or
beneficial owner of more than 10% of our common stock, failed to file on a
timely basis reports required by Section 16(a) of the Exchange Act during the
most recent fiscal year.

EXECUTIVE COMPENSATION

The following table sets forth information regarding the executive
compensation for the Company's CEO and President during the fiscal years
ended July 31, 2004 and July 31, 2003 and each other officer(s) who had
total annual salary and bonus in excess of $100,000 during such years.

SUMMARY COMPENSATION TABLE

Long-Term Compensation
----------------------------
Annual Compensation Awards Payouts Awards Payouts
---------------------------------- ----------------------------
Securi-
ties
Re- Under- All
stricted lying LTIP Other
Stock Options/ Payout Compen-
Name and Principal Position Year Salary Bonus Awards SARs(#) ($) sation
- --------------------------- ---- ------ --------- --------- ------- ------ ------

Wayne Allyn Root; Chairman & 2004 $175,000 $334,994(1) 4,000,000
Chief Executive Officer 2003 $175,000 $350,000 1,400,000

Douglas R. Miller; President 2004 $175,000 -- 1,500,000
2003 $175,000 -- --

Hollis Barnhart; Vice 2004 $150,000 $ 58,395 --
President-Sales 2003 $150,000 $123,929 300,000
- --------------------

(1) Bonus Compensation for Mr. Root in 2004 includes $44,141 earned but not paid from
handicapping fees.

The following table sets forth information concerning option exercises
and option holdings for the year ended July 31, 2004 with respect to our Chief
Executive Officer and each of our other executive officers:

AGGREGATE OPTION EXERCISES IN FISCAL YEAR ENDED
JULY 31, 2004 AND OPTION VALUES AS OF JULY 31, 2004

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
EXERCISE EXPIRATION OPTIONS AT JULY 31, 2004 AT JULY 31, 2004
NAME PRICE DATE EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------- -------- ---------- ----------- ------------- ----------- -------------

Douglas R. Miller $1.41 May 2005 106,551 -- -- --

EMPLOYMENT AGREEMENTS

On July 31, 2004, the Company entered into a four-year employment
agreement with Wayne Allyn Root pursuant to which Mr. Root is serving as the
Company's Chief Executive Officer and Chairman of the Board of Directors. His

compensation includes: (a) a base salary of $175,000 per year. (b)
handicapping fees during the first year equal to 10% of Mr. Root's
handicapping revenues received by the Company, (d) a restricted stock grant in
the amount of 4,000,000 shares of the Company's common stock where the stock
vests at the rate of 2,000,000 shares at signing and 666,666 shares vesting on
July 31, 2005, 666,667 vesting July 31, 2006 and 666,667 vesting July 31,
2007; (e) compensation in the event of a change in ownership or control of the
Company, either friendly or hostile, which includes a minimum annual base
salary of $250,000, the handicapping fee of 12% versus the 10% described
above, and the ceiling will be removed, and all unvested shares will
immediately vest; and other employee benefits provided to senior executives of
the Company. The agreement also includes an agreement to indemnify Mr. Root,
non-compete provisions and a provision regarding payments in the event of
termination of Mr. Root's employment.

On July 31, 2004, the Company entered into a three-year employment
agreement with Doug Miller pursuant to which Mr. Miller is serving as the
Company's President and serving on the Board of Directors. His compensation
includes: (a) a base salary of $195,000 per year. (b) a restricted stock grant
in the amount of 2,000,000 shares of the Company's common stock where the
stock vests at the rate of 1,000,000 shares at signing and 500,000 shares
vesting on July 31, 2005, and 500,000 vesting July 31, 2006; (c) compensation
in the event of a change in ownership or control of the Company, either
friendly or hostile, which includes a minimum annual base salary of $250,000,
and all unvested shares will immediately vest; and other employee benefits
provided to senior executives of the Company. The agreement also includes an
agreement to indemnify Mr. Miller, non-compete provisions and a provision
regarding payments in the event of termination of Mr. Miller's employment.

DIRECTOR COMPENSATION

Commencing in February 2004, our non-employee directors receive $1,000
for each meeting of our Board of Directors they attend in person. These fees
may be paid in cash or with restricted shares of common stock at the
discretion of the Company. If they are paid with common stock they will be
issued $1,500 worth of common stock for a meeting. These fees were paid in
restricted common stock for the meeting held in February 2004. The directors
also receive 10,000 shares annually for their service as directors. We also
reimburse our directors for out-of-pocket expenses incurred to attend meetings
of the board.

EQUITY INCENTIVE PLAN

On June 14, 2002, the Board approved a resolution adopting and approving
an Equity Incentive Plan (the "Plan"), reserving 3,000,000 shares of common
stock for issuance under the Plan. On June 18, 2002, the consenting
stockholders signed a consent, whereby they approved the adoption of the Plan.
Under the Plan, options may be issued to directors, officers, key employees,
consultants, agents, advisors, and independent contractors who are in a
position to contribute materially to the prosperity of GWIN. The Plan provides
for the issuance of both incentive stock options, or ISOs, and non-qualified
stock options, or NQSOs. ISOs are issued to employees and NQSOs are generally
issued to non-employees. The number of shares that are subject to ISOs is
limited to the discretion of the Board.

Our board administers the Plan but may delegate such administration to a
committee, which shall consist of at least two members of the board. The board

or the committee has the authority to determine the number of options to be
granted, when the options may be exercised and the exercise price of the
options, provided that the exercise price may never be less than the fair
market value of the shares of the common stock on the date the option is
granted, or 110% in the case of any employee who owns more than 10% of the
combined voting power or value of all classes of stock. Options may be granted
for terms not exceeding ten years from the date of the grant, except for
options granted to persons holding in excess of 10% of the common stock, in
which case the options may be granted for a term not to exceed five years from
the date of the grant.

The board believes that the Plan will provide greater flexibility in
structuring compensation arrangements with management, consultants and
employees, and will provide an equity incentive for those who are awarded
shares under the Plan. The issuance of common stock as an award under the Plan
may have a financially dilutive effect depending on the price paid for such
shares, and an absolute dilutive effect due to the increase in issued and
outstanding shares.

During the fiscal year ended July 31, 2004, we granted no options. At
October 31, 2004, 1,810,000 options were outstanding.

EQUITY COMPENSATION PLAN INFORMATION

- ---------------------------------------------------------------------------------
Plan category Number of securities Weighted Average Number of securities
to be issued upon ex- exercise price of remaining available
exercise of outstand- outstanding options for future issuance
ing options, warrants warrants and rights
and rights
- -------------- --------------------- ------------------- --------------------

Equity compen-
sation plans
approved by
securityholders 3,000,000 $0.46 1,810,000
- --------------------------------------------------------------------------------
Equity compen-
sation plans
not approved by
securityholders -0- -0- -0-
- --------------------------------------------------------------------------------
Total 3,000,000 $0.46 1,810,000
- --------------------------------------------------------------------------------

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In September 2002, we entered into an agreement with Newmarket
Investments, plc ("Newmarket"), an existing convertible debenture holder,
which provided that Newmarket invest an additional $700,000 in the Company by
amending the existing $500,000 convertible debenture held by Newmarket to
reflect a principal amount of $1,200,000. The anti-dilution provisions on
the combined $1,200,000 convertible debenture provide that 5,802,199
additional shares be issued upon conversion. The total Newmarket convertible
debenture shares upon conversion was 9,230,769. Newmarket elected to convert

the entire debenture into restricted stock of the company in the second
quarter of 2004. In addition, the Company agreed to exchange an existing
warrant held by Newmarket to acquire 1,000,000 shares of common stock at $1.00
per share for a warrant to acquire 3,000,000 shares of common stock at $0.13
per share. This Warrant expires on August 31, 2005. Newmarket also extended
an unsecured standby credit facility of $250,000 with a 16% annual interest
rate, and payable on March 31, 2003. In January 2004 the Company extended the
note with Newmarket to include payments of $13,000 per month until paid in
full. At July 31, 2004, the Company had an outstanding balance including
interest of $155,515. In connection with these transactions, we also issued
to Newmarket a three-year option to purchase 1,500,000 shares at a price per
share of $0.50. The option expires July 31, 2006. The CEO of Newmarket is a
former director of the Company.

In 2001, the Company sold 64,000 units consisting of one share of Series
C Convertible Preferred stock and one warrant exercisable at $1.00 for an
additional share of Series C stock for a price of $1,500,000. The base
conversion rate was adjusted in the quarter ended October 31, 2001. In the
quarter ended October 31, 2002, there was an additional adjustment to the
conversion rate resulting from anti-dilution provisions in the purchase
agreement. In April 2003 all of the Series C Convertible Preferred
stockholders converted their shares to 10,000,000 Common shares and 1,910,000
warrants at $1.00 per share that expired July 10, 2004. Approximately
one-third of these shares were issued to Mr. Keating and affiliates of Mr.
Keating. Timothy J. Keating served as a director of our Company from December
2002 until October 8, 2003, and he served as President and CEO.

In connection with the reorganization and sale of Series C preferred
stock in July 2001, Keating Investments, LLC received a placement fee of
$150,000 for services rendered in connection with the private placement of our
Series C preferred stock. Timothy J. Keating is the Managing Member and
President of Keating Investments, LLC. This fee represents 10% of the amount
of gross proceeds from the placement.

On September 4, 2001, we sold to Keating Partners, L.P., for an aggregate
purchase price of $200,000, a total of 400,000 shares of our common stock,
together with a warrant to purchase an additional 400,000 shares at an
exercise price of $1.00 per share expiring on August 31, 2004. This
transaction triggered the anti-dilution adjustment provisions of our Series C
preferred stock, of which 36,694 shares are beneficially owned by Mr. Keating,
resulting in an adjustment in the conversion rate for the Series C preferred
stock from 31.25 to 46.875 shares of common stock for every one share of
Series C preferred stock. Mr. Keating was a director of the Company from
August 1999 until August 2003.

In September 2001, we entered into a 4-year financial advisory agreement
with Keating Investments, LLC. In consideration for the services to be
rendered pursuant to this agreement, we issued Keating Investments, LLC a
warrant to purchase 600,000 shares of our common stock at an exercise price of
$0.10 per share, exercisable until September 10, 2006. The cost of this
agreement was recorded at $240,000 and capitalized as a component of equity
and is being charged to operations over 48 months. In March 2003 the Company
negotiated a settlement of stock in exchange for the outstanding warrants and
consulting services to the Company.

In November 2001, we borrowed money from and entered into note payable
agreements with Mr. Root, an officer and director, and Mr. Keating, a former

director, for $50,000 each which accrue interest at 12% annually. At July 31,
2004, we had a principal balance owed to Mr. Root of $50,000 under the
agreement with accrued interest of $16,692. In May of 2004 Mr. Keating elected
to receive common shares as payment in full on his $50,000 note.

In May 2004 the Company issued 1,190,625 shares of restricted common
stock to Wayne A. Root, CEO, and 200,000 shares to an assignee of Mr. Root as
payment of $111,250 payable resulting from accrued handicapping commissions
due.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number and percentage of shares of our
$.0001 value common stock owned beneficially, as of January 31, 2005, by any
person, who is known by us to be the beneficial owner of 5% or more of such
common stock, by all Directors and Executive Officers individually, and by all
Directors and Executive Officers as a group. Information as to beneficial
ownership is based upon statements furnished to us by such persons.

Amount of
Name and Address Beneficial Percentage
of Beneficial Owner (1) Ownership of Class
- ------------------- -------------- ----------

Wayne Allyn Root 9,647,262 (2) 10.2%

Douglas R. Miller 4,192,370 (3) 4.4%

Roger Aspey-Kent 703,000 (4) *

Robert L. Seale 20,000 *

Roger L. Harrison 20,000 *

Jeff Johnson -0- -0-

Hollis Barnhart 300,000 *

All Officers and Directors 14,882,632 15.6%
as a group (7 persons)
- ---------------

* Less than one percent.

(1) Unless otherwise noted, the address for each of the named beneficial
owners is 5092 South Jones Blvd., Las Vegas, Nevada 89188.

(2) Does not include 2,000,000 shares which will vest as follows: 666,666
shares on July 31, 2005, 666,667 shares on July 31, 2006 and 666,667
shares on July 31, 2007.

(3) Includes 1,036,568 shares held directly by Mr. Miller; and 3,155,802
shares held in the name of the Kerlee Intervivos Trust of which Mr.
Miller is a beneficiary. Does not include 1,000,000 shares which will
vest as a restricted stock grant in the amount of 500,000 shares
vesting on July 31, 2005, and 500,000 vesting July 31, 2006.

(4) Includes 345,000 shares held directly by Roger Aspey-Kent and 358,000
shares underlying currently exercisable warrants.

SELLING STOCKHOLDERS

The following table sets forth the common stock ownership of Laurus
Master Fund, Ltd. as of March 8, 2005, including the number of shares of
common stock issuable upon the conversion of the Secured Convertible Note and
the exercise of warrants held by Laurus Master Fund, Ltd. Other than as set
forth in the following table, Laurus Master Fund, Ltd. has not held any
position or office or had any other material relationship with us or any of
our precedessors or affiliates within the past three years.

Percent-
Total Shares Total age of Percent-
of Common Percentage Common Bene- age of
Stock Issua- of Common Shares of Stock ficial Common
able Upon Stock, Common Stock Beneficial Owned Ownership Stock
Conversion Assuming Included in Ownership Before After the Owned After
of Notes and/ ing Full Prospectus Before the Offering Offering Offering
Name or Warrants* Conversion (1) Offering** ** (3) (3)
---- ------------- ---------- ------------- ---------- -------- --------- -----------

Laurus Master Fund, 12,636,530 11.7% Up to 4,736,299 4.99% -- --
Ltd. (4) 12,636,530 (2)
shares of
common stock
- ------------------

* This column represents an estimated number based on a conversion price of $.073, divided
into the principal amount, together with interest thereon.

** These columns represent the aggregate maximum number and percentage of shares that the
selling shareholder can own at one time (and therefore, offer for resale at any one time)
due to their 4.99% limitation.

The number and percentage of shares beneficially owned is determined in accordance with
Rule 13d-3 of the Securities Exchange Act of 1934, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such rule, beneficial
ownership includes any shares as to which the selling stockholder has sole or shared voting
power or investment power and also any shares, which the selling stockholder has the right
to acquire within 60 days. The actual number of shares of common stock issuable upon the
conversion of the secured convertible notes is subject to adjustment depending on, among
other factors, the future market price of the common stock, and could be materially less
or more than the number estimated in the table.

(1) Includes a good faith estimate of the shares issuable upon conversion of the secured
convertible note and exercise of warrants, based on current market prices.

(2) The actual number of shares of common stock offered in this prospectus, and included in the
registration statement of which this prospectus is a part, includes such additional number

of shares of common stock as may be issued or issuable upon conversion of the secured
convertible notes and exercise of the related warrants by reason of any stock split, stock
dividend or similar transaction involving the common stock, in accordance with Rule 416
under the Securities Act of 1933. However, the selling stockholder has contractually
agreed to restrict their ability to convert their secured convertible note or exercise its
warrants and receive shares of our common stock such that the number of shares of common
stock held by them in the aggregate and their affiliates after such conversion or exercise
does not exceed 4.99% of the then issued and outstanding shares of common stock as
determined in accordance with Section 13(d) of the Exchange Act, except upon 75 days' prior
notice or if an event of default has occurred under the note and is continuing.
Accordingly, the number of shares of common stock set forth in the table for the selling
stockholder exceeds the number of shares of common stock that the selling stockholder could
own beneficially at any given time through their ownership of the secured convertible note
and the warrants.

(3) Assumes that all securities registered will be sold.

(4) Laurus Capital Management, LLC may be deemed a control person of the shares owned by Laurus
Master Fund, Ltd. David Grin and Eugene Grin are the sole managing members of Laurus
Capital Management, LLC.

In addition to the shares being offered by Laurus Master Fund Ltd., there
are an additional 24,453,834 shares being offered for resale by certain
shareholders. Of those shares, the selling shareholders currently hold
17,095,500. Up to 1,025,000 shares are issuable upon exercise of warrants and
6,333,334 shares are issuable upon the conversion of convertible debentures
held by the selling shareholders. The shares are being offered for the
account of shareholders in the table below and their donees or pledgees.

The following table sets forth information concerning the selling
shareholders, including:

* the maximum number of shares currently held to be offered;

* the number of shares issuable upon exercise of warrants;

* the number of shares issuable upon conversion of convertible
debentures;

* the number of shares offered by each selling shareholder.

We have no knowledge of the intentions of any selling shareholder to actually
sell any of the securities listed under the columns "Shares Offered." There
are no material relationships between any of the selling shareholders and GWIN
other than as disclosed below.

Ownership Before Offering
-----------------------------------------------------
Shares Shares
Number of Issuable Issuable
Shares on Exer- on Conver-
Currently cise of sion of
Held to be Warrants Convertible Shares
Selling Shareholder Offered or Options Debentures Offered
- ------------------- ---------- ---------- ----------- ----------

Hanny Abdelnour 122,500 0 0 122,500
George Abrahams 0 25,000 208,334 233,334
African Trading & Forfaiting Ltd. 1,000,000 0 0 1,000,000
Roger Aspey-Kent (1) 125,000 0 0 125,000
BNM Capital Ventures 213,000 0 0 213,000
Lyle Berman 0 1,000,000 3,125,000 4,125,000
Alan Brown 250,000 0 0 250,000
Michael Brown 0 0 3,000,000 3,000,000
Michael Brown Trust 1,975,000 0 0 1,975,000
Tess Brown Trust 275,000 0 0 275,000
Ian Bundock 625,000 0 0 625,000
Leo Burghouwt 250,000 0 0 250,000
Stuart Canwell 500,000 0 0 500,000
Marc Castaldo 60,000 0 0 60,000
Steve Cohen 1,250,000 0 0 1,250,000
Jose F. Cortinhas 2,381,250 0 0 2,381,250
Mustafa Erhan 62,500 0 0 62,500
Scott Ezzo 156,250 0 0 156,250
Anthony Fletcher 50,000 0 0 50,000
Kit Fletcher 50,000 0 0 50,000
Mark Gelinas 62,500 0 0 62,500
Paul Gelinas 62,500 0 0 62,500
Thomas Gelinas 62,500 0 0 62,500
Daisy May Hedley 125,000 0 0 125,000
Torben Maersk 500,000 0 0 500,000
Kevin McLeod 1,025,000 0 0 1,025,000
Ali Ozdinc 62,500 0 0 62,500
Richard Parris 250,000 0 0 250,000
Colin Richardson 125,000 0 0 125,000
Andy Roberts 356,250 0 0 356,250
Harry Roberts 125,000 0 0 125,000
Wesley Rosenthal 156,250 0 0 156,250
Chris Sheasby 62,500 0 0 62,500
Robert Tetlow 125,000 0 0 125,000
Ivo Vleminck 250,000 0 0 250,000
Timothy M. Whalley 250,000 0 0 250,000
WJB Chiltern Trust Company
(Jersey) Ltd. 3,750,000 0 0 3,750,000
Jin Zhang 400,000 0 0 400,000
---------- --------- ---------- -----------
Total 17,095,500 1,025,000 6,333,334 24,453,834
- -------------

(1) Roger Aspey-Kent is a director of the Company.

The beneficial ownership of the selling shareholders after the offering
would be zero, except for the following persons:

Beneficial Ownership
After Offering
---------------------------
Number of Percent
Shares Held of Class
-------------- --------

Roger Aspey-Kent 220,000 *

The information concerning the selling shareholders may change from time
to time and will be set forth in supplements to this prospectus.

PLAN OF DISTRIBUTION

We are registering the shares of common stock on behalf of the selling
stockholders. We are paying all costs, expenses and fees in connection with
the registration of shares offered by this prospectus. Brokerage commissions,
if any, attributable to the sale of shares will be borne by the selling
stockholders

The selling stockholder and any of their pledgees, assignees or
successors-in-interest may sell the common stock directly to purchasers or
through underwriters, broker-dealers or agents, who may receive compensation
in the form of discounts, concessions or commissions from the selling holders
or the purchasers. These discounts, concessions or commissions as to any
particular underwriter, broker-dealer or agent may be in excess of those
customary in the types of transactions involved.

The common stock may be sold in one or more transactions at fixed prices,
at prevailing market prices at the time of sale, at prices related to the
prevailing market prices, at varying prices determined at the time of sale, or
at negotiated prices. These sales may be effected in transactions, which may
involve crosses or block transactions:

- on any national securities exchange on which the common stock
may be listed, or U.S. inter-dealer system of a registered national
securities association on which the common stock may be listed or
quoted at the time of sale;

- in the over-the-counter market;

- in transactions otherwise than on these exchanges or systems or
in the over-the-counter market; or

- through the writing of options, whether the options are listed on
an options exchange or otherwise.

In connection with the sale of the common stock or otherwise, the selling
stockholders may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the common
stock in the course of hedging the positions they assume.

The aggregate proceeds to the selling stockholders from the sale of the
common stock offered by them will be the purchase price of the common stock
less discounts and commissions, if any. The selling stockholders reserve the
right to accept and, together with their agents from time to time, to reject,
in whole or in part, any proposed purchase of common stock to be made directly
or through agents. We will not receive any of the proceeds from this
offering.

In order to comply with the securities laws of some states, if
applicable, the common stock may be sold in these jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states the
common stock may not be sold unless they have been registered or qualified for
sale or an exemption from registration or qualification requirements is
available and is complied with.

The selling stockholder and any underwriters, broker-dealers or agents
that participate in the sale of the common stock may be "underwriters" within
the meaning of Section 2(11) of the Securities Act. Any discounts,
commissions, concessions or profit they earn on any resale of the shares may
be underwriting discounts and commissions under the Securities Act. If any of
the selling stockholders are an underwriter within the meaning of Section
2(11) of the Securities Act, they will be subject to the prospectus delivery
requirements of the Securities Act. The selling stockholders have
acknowledged that they understand their obligations to comply with the
provisions of the Exchange Act and the rules thereunder relating to stock
manipulation, particularly Regulation M.

In addition, any securities covered by this prospectus that qualify for
sale pursuant to Rule 144 of the Securities Act may be sold under Rule 144
rather than pursuant to this prospectus. The selling shareholder may not sell
any common stock described in this prospectus and may not transfer, devise or
gift these securities by other means not described in this prospectus.

To the extent required, the specific common stock to be sold, the name of
the selling stockholder, the respective purchase prices and public offering
prices, the names of any agent, dealer or underwriter, and any applicable
commissions or discounts with respect to a particular offer will be set forth
in an accompanying prospectus supplement to, if appropriate, a post-effective
amendment to the registration statement of which this prospectus is a part.

DESCRIPTION OF SECURITIES

SECURITIES ISSUED TO LAURUS MASTER FUND, LTD.

On December 1, 2004, the Company closed on a transaction with Laurus
Master Fund Ltd. ("Laurus") in which the Company borrowed $600,000 from Laurus
pursuant to a Convertible Term Note for $600,000 and the Company issued a
seven-year warrant to purchase 2,666,667 shares of the Company's common stock
at an exercise price of $ .09 per share. The Note is due in three (3) years,
bears interest at 13%, with the interest being payable monthly; and principal
payments are amortized over the term of the loan with the first payment due
February 1, 2005; and the payments of principal and interest may be paid using
shares of the Company's common stock at a price of $.073, subject to
adjustment, if certain conditions are met.

The Note is secured by (a) a personal guaranty of Wayne Root; (b) a
pledge by Wayne Root of all of his shares of the Company; (c) an assignment of
all of the funds which are released from certain credit card security
accounts; and (d) a master security agreement covering all of the assets of
the Company.

The loan and sale of the warrant were made pursuant to a Securities
Purchase Agreement with Laurus. Laurus has no relationship with the Company
or any of its affiliates other than the fact that Laurus entered into a
somewhat similar transaction with the Company in 2002, and the Company still
owed Laurus approximately $119,000 as of November 30, 2004 on the original
loan transaction. The Company paid to Laurus Capital Management, LLC, the
manager of Laurus, a fee of $21,000 plus $10,000 for its expenses. The funds
from this loan are being used for general working capital purposes.

COMMON STOCK

The authorized capital stock of GWIN, Inc. consists of 150,000,000 shares
of common stock, $.0001 par value. All shares have equal voting rights and
are not assessable. Voting rights are not cumulative, and, therefore, the
holders of more than 50% of our common stock could, if they chose to do so,
elect all the Directors.

Upon liquidation, dissolution or winding up of GWIN, Inc., our assets,
after the payment of liabilities and any liquidation preferences on
outstanding preferred stock, will be distributed pro rata to the holders of
the common stock. The holders of the common stock do not have preemptive
rights to subscribe for any of our securities and have no right to require us
to redeem or purchase their shares. The shares of common stock presently
outstanding are, and the shares of common stock to be sold pursuant to this
offering will be, upon issuance, fully paid and nonassessable.

Holders of common stock are entitled to share equally in dividends when,
as and if declared by the board of directors of GWIN, Inc., out of funds
legally available therefor. We have not paid any cash dividends on our common
stock, and it is unlikely that any such dividends will be declared in the
foreseeable future.

TRANSFER AND WARRANT AGENT

Colonial Stock Transfer, 66 Exchange Place, Salt Lake City, Utah 84111,
serves as our Transfer Agent.

REPORTS TO STOCKHOLDERS

We plan to furnish our stockholders for each fiscal year with an annual
report containing financial statements audited by our independent registered
public accounting firm. Additionally, we may, in our sole discretion, issue
unaudited quarterly or other interim reports to our stockholders when we deem
appropriate.

PREFERRED STOCK

GWIN, Inc. is authorized to issue 5,000,000 shares of Preferred Stock,
$.0001 par value. The Preferred Stock may be issued in series from time to
time with such designation, rights, preferences and limitations as our board
of directors may determine by resolution. The rights, preferences and
limitations of separate series of Preferred Stock may differ with respect to
such matters as may be determined by the board of directors, including,
without limitation, the rate of dividends, method and nature of payment of
dividends, terms of redemption, amounts payable on liquidation, sinking fund
provisions (if any), conversion rights (if any), and voting rights. The
potential exists, therefore, that preferred stock might be issued which would
grant dividend preferences and liquidation preferences to preferred
shareholders over common shareholders. Unless the nature of a particular
transaction and applicable statutes require such approval, the board of
directors has the authority to issue these shares without shareholder
approval. The issuance of Preferred Stock may have the affect of delaying or
preventing a change in control of GWIN, Inc. without any further action by
shareholders. As of the date of this Prospectus, no Preferred Stock is
outstanding.

LEGAL MATTERS

The validity of the shares of common stock of GWIN, Inc. offered hereby
will be passed on for us by Krys Boyle, P.C., 600 17th Street, Suite 2700
South Tower, Denver, Colorado 80202.

EXPERTS

The balance sheet of GWIN, as of July 31, 2004, and the related
statements of operations, changes in stockholders' equity (deficit) and cash
flows for the year then ended, included in this prospectus have been
audited by Moore Stephens, P.C., independent registered public accounting
firm, as stated in their report appearing herein (which report expresses an
unqualified opinion and includes an explanatory paragraph relating to our
ability to continue as a going concern). The balance sheet of GWIN as of July
31, 2003, and the related statements of operations, changes in stockholders'
equity (deficit), and cash flows of GWIN for the year ended July 31, 2003,
have been audited by Demetrius & Company, L.L.C., independent registered

public accounting firm, as stated in their report included herein (which
report expresses an unqualified opinion and includes an explanatory paragraph
relating to the our ability to continue as a going concern). Such financial
statements of GWIN are included herein in reliance upon the respective reports
of such firms given upon their authority as experts in accounting and
auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration
statement on Form SB-2, including exhibits, schedules and amendments, under
the Securities Act with respect to the shares of common stock to be sold in
this offering. This prospectus does not contain all the information included
in the registration statement. For further information about us and the
shares of our common stock to be sold in this offering, please refer to this
registration statement. Complete exhibits have been filed with our
registration statement on Form SB-2.

You may read and copy any contract, agreement or other document referred
to in this prospectus and any portion of our registration statement or any
other information from our filings at the Securities and Exchange Commission's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You
can request copies of these documents, upon payment of a duplicating fee, by
writing to the Securities and Exchange Commission. Please call the Securities
and Exchange Commission at 1-800-SEC-0330 for further information about the
public reference room. Our filings with the Securities and Exchange
Commission, including our registration statement, are also available to you on
the Securities and Exchange Commission's web site, http://www.sec.gov.

We are subject to the information and reporting requirements of the
Securities Exchange Act of 1934, and file and furnish to our stockholders
annual reports containing financial statements audited by our independent
auditors, make available to our stockholders quarterly reports containing
unaudited financial data for the first three quarters of each fiscal year,
proxy statements and other information with the Securities and Exchange
Commission.

You may read and copy any reports, statements or other information on
file at the public reference rooms. You can also request copies of these
documents, for a copying fee, by writing to the Commission.

GWIN, INC.

FINANCIAL STATEMENTS

Page

Report of Independent Registered Public Accounting Firm ......... F-1-F-2

Consolidated Balance Sheet at July 31, 2004 ..................... F-3

Consolidated Statements of Operations for the year ended
July 31, 2004 and 2003 .......................................... F-4

Consolidated Statements of Stockholders' Deficit for the
years ended July 31, 2004 and 2003 .............................. F-5

Consolidated Statements of Cash Flows for the year ended
July 31, 2004 and 2003 ......................................... F-6

Notes to Consolidated Financial Statements ...................... F-8

Consolidated Balance Sheet (Unaudited) - January 31, 2005 ...... F-20

Consolidated Statements of Operations for the six months
Ended January 31, 2005 and January 31, 2004 (Unaudited) ........ F-21

Consolidated Statements of Cash Flows for the six months ended
January 31, 2005 and January 31, 2004 (Unaudited) ............... F-22-F-23

Notes to Consolidated Financial Statements ...................... F-24

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of GWIN, Inc.

We have audited the accompanying consolidated balance sheet of GWIN, Inc. and
subsidiaries as of July 31, 2004, and the related consolidated statements of
operations, cash flows and stockholders' deficit for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly in
all material respects the consolidated financial position of GWIN, Inc. and
subsidiaries as of July 31, 2004, and the consolidated results of their
operations and their cash flows for the year then ended, in conformity with
U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the company will continue as a going concern. As discussed in Note 3 to
the consolidated financial statements, the Company has experienced losses from
operations, and has a working capital deficiency and accumulated deficit that
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

/s/MOORE STEPHENS, P.C.
Certified Public Accountants.

Cranford, New Jersey
September 11, 2004

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
GWIN, Inc.

We have audited the accompanying consolidated statements of operations, cash
flows and stockholders' deficit for the year ended July 31, 2003. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

In our opinion the consolidated statements of operations, cash flows and
stockholders' deficit for the year ended July 31, 2003 referred to above
present fairly in all material respects the consolidated results of their
operations and their cash flows for the year ended July 31, 2003, in
conformity with U.S. generally accepted accounting principles.

/s/DEMETRIUS & COMPANY, L.L.C.

Wayne, New Jersey
November 6, 2003

F-2

GWIN, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
ASSETS
July 31, 2004
-------------
Current assets:
Cash $ 439,468
Accounts Receivable 37,494
Prepaid Expenses 28,886
------------
Total current assets 505,848
------------
Property & equipment (net) 104,927
Equipment held under capital leases (net) 6,720
Deposits & other assets 322,177
------------
Total assets $ 939,672
============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Current portion of long-term debt, less
unamortized discount of $4,228 $ 735,312
Accounts payable - related parties 44,141
Notes payable - related parties 222,207
Deferred revenue 312,191
Accounts payable 435,172
------------
Total current liabilities 1,749,023
------------

Long term debt, less unamortized discount
of $58,338 219,195
------------
Total liabilities 1,968,218
------------

Stockholders' deficit:

Preferred stock - $0.0001 par value; 5,000,000
shares authorized; 0 shares issued & outstanding
Common stock - $0.0001 par value; 150,000,000
shares authorized; 83,290,496 shares issued &
outstanding 8,332
Additional paid in capital 24,730,867
Accumulated deficit (25,701,078)
Prepaid Expenses - Related parties (66,667)
------------
Total stockholders' deficit (1,028,546)
------------
Total liabilities and stockholders' deficit $ 939,672
============

F-3

GWIN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

Year ended July 31
----------------------------
2004 2003
------------ -----------

Net revenue - services $ 5,369,951 $ 5,720,582
Revenues - advertising 710,836 206,334
------------ -----------
Total revenues 6,080,787 5,926,916
------------ -----------
Handicapping fees 223,216 304,425
Handicapping fees - related party 334,994 350,000
Advertising expense 1,832,644 2,342,432
Commissions 1,689,861 1,813,078
Salaries & wages 1,192,840 1,196,759
Professional fees 195,243 532,354
General & administrative 1,222,124 1,624,464
Non-recurring charges -- 40,000
Depreciation expense 43,914 225,270
------------ -----------
Total operating expense 6,734,836 8,428,782
------------ -----------
Operating (loss) (654,049) (2,501,866)

Non-cash financing costs (288,739) (775,212)
Interest (expense), including amortization
of debt discount (544,131) (636,999)
Other non-cash costs of financing (354,143) (2,701,676)
Interest (expense) - related parties (62,222) (525,808)
------------ -----------
Net (loss) (1,903,284) (7,141,561)
------------ -----------
Imputed non-cash dividend on Series C
Preferred Stock 0 (1,798,571)
------------ -----------
Net (loss) used in per share calculation $ (1,903,284) $(8,940,132)
============ ===========
Basic and diluted (loss) per share
of common stock $ (0.03) $ (0.31)

Basic weighted shares of common
stock outstanding 66,578,296 28,444,000
============ ===========

F-4

GWIN, INC. AND SUBSIDIARIES
Consolidated Statement of Stockholders' Deficit
For the Years Ended July 31, 2004 and 2003

Preferred Common
Stock Shares Total
--------- --------- Pre-paid Stock
No. of No. of Paid-In Expense Accumulated holders'
Shares Amount Shares Amount Capital Related Party Deficit Deficit
--------- ------ ---------- ------ ----------- ------------- ------------ -----------

Balance - August 1, 2002 64,000 $ 6 21,285,703 $2,128 $12,044,468 $ (186,657) $(14,857,662) $(2,997,733)
Interest expense from
issuance of debentures 889,052 - - 889,052
Recorded value of warrants
issued with debentures 332,310 - 332,310
Imputed non-cash dividend
on series C preferred
stock 1,798,571 - (1,798,791) -
Issuance of warrants for
services 239,648 - 239,648
Issuance of common stock
for services - debt
discount 600,000 60 59,940 - - 60,000
Issuance of common stock
and warrants for
redemption of
preferred stock (64,000) (6) 9,999,999 1,000 1,380,630 - - 1,381,630
Issuance of common stock
for cash 16,483,633 1,648 2,410,045 - - 2,411,693
Issuance of common stock
for payment for services,
settlements and penalty
shares 3,806,157 382 1,322,028 - - 1,322,410
Employee stock options 6,200 - - 6,200
Issuance of common
stock for financing 200,000 20 57,980 - - 58,000
Net (loss) for the year
ended July 31, 2003 - - - - - 60,000 (7,141,561) (7,081,561)
--------- ------ ---------- ------ ----------- ----------- ------------ -----------
Balance - July 31, 2003 0 $ 0 52,375,492 $5,238 $20,540,872 $ (126,667) $(23,797,794) $(3,378,351)

Issuance of stock to
retire debentures 13,601,843 1,296 2,015,285 - - (3,378,351)
Issuance of stock for
services 1,682,143 237 299,401 - - 299,638
Issuance of stock for
cash 15,631,018 1,561 1,436,987 - - 1,438,548
Issuance of warrants - - 79,572 - - 79,572
Interest expense from
issuance of debenture 358,750 - - 358,750
Net (loss) for the
year ended
July 31, 2004 - - - 60,000 (1,903,284) (1,843,284)
--------- ------ ---------- ------ ----------- ----------- ------------ -----------
Balance - July 31, 2004 0 $ 0 83,290,496 8,332 $24,730,867 $ 66,667 $(25,701,078) $(1,208,546)
========= ====== ========== ====== =========== =========== ============ ===========

F-5

GWIN, INC. AND SUBSIDARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended July 31,
--------------------------
2004 2003
----------- -----------

Cash flows - operating activities:
Net (loss) $(1,903,284) $(7,141,561)
Adjustments to reconcile net (loss) to net
cash used in operations:
Depreciation 43,914 225,269
Services paid with warrants 0 1,293,444
Services & settlements paid with common stock
and warrants 299,638 1,124,616
Interest expense - issuance of convertible debt 358,750 329,558
Amortization of prepaid expenses - related parties 60,000 0
Interest expense - issuance of common stock 145,691 0
Interest expense - amortization of debt discount 161,379 819,373
Effect of redemption of preferred stock 0 1,381,625

Decrease (increase) in:
Accounts receivable (21) (27,464)
Prepaid expenses (3,539) 110,187
Other assets (301,227) 204,131
Increase (decrease) in:
Deferred revenue (203,236) 119,593
Accounts payable (157,410) (256,602)
Accounts payable - related parties 44,141 223,847
Other current liabilities (128,702) (1,215,001)
----------- -----------
Total adjustments 319,378 4,332,576
----------- -----------
Total cash (used in) operating activities $(1,583,906) $(2,808,985)
----------- -----------
Cash flows - investing activities:
Purchase of fixed assets (98,652) (40,792)
----------- -----------
Total cash (used) in investing activities (98,652) (40,792)
----------- -----------
Cash flows - financing activities:
Proceeds from issuance of debt 575,000 25,000
Proceeds from issuance of notes payable - related
parties 0 950,000
Payments on long-term debt & lease obligations (312,336) (440,889)
Redemption of Preferred Stock 0 0
Proceeds from issuance of common stock 1,438,548 2,411,694
----------- -----------
Total cash provided by financing activities 1,701,212 2,945,805
----------- -----------
Net (decrease) in cash 18,654 96,028
Cash - beginning of the year 420,814 324,786
----------- -----------
Cash - end of the year $ 439,468 $ 420,814
=========== ===========

F-6

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING & FINANCING ACTIVITIES

For the twelve months ended July 31, 2004 and 2003, the Company paid $0 for
taxes and $121,165 for interest and $0 for taxes and $57,790 for interest,
respectively. The Company issued stock and warrants in payment for
professional services and settlement costs. For the twelve months ended July
31, 2004 and 2003, the Company issued 1,682,432 shares of common stock and
358,000 warrants and 2,006,157 shares of common stock and 2,298,633 warrants,
respectively.

F-7

GWIN, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[1] ORGANIZATION AND CHANGES IN CONTROL OF COMPANY

Prior to July 11, 2001, the corporation was known as IMSCO Technologies, Inc.
["IMSCO" or the "Company"]. On July 11, 2001, Global Sports & Entertainment,
Inc., a Delaware corporation ["Global Sports"], completed a reverse
acquisition of the Company in which the Company acquired all of the
outstanding shares of Global Sports stock in exchange for a controlling
interest in IMSCO [the "Reorganization"]. As the Company was a public shell,
the transaction is shown as a recapitalization of the accounting acquirer,
Global Sports.

On August 27, 2001, Global Sports changed its name to Global SportsEDGE, Inc.
["EDGE"] and the Company changed its name to Global Sports & Entertainment,
Inc. [the "Company" or "Global"]. The Company also initiated a reverse stock
split of 1:4 and increased the number of authorized common shares to
50,000,000. All share numbers have been changed to reflect the reverse stock
split.

On August 22, 2002 the Company changed its name from Global Sports &
Entertainment, Inc. to GWIN, Inc. [the "Company" or "GWIN"] to settle a
lawsuit brought by the management of an unrelated corporation named Global
Sports, Inc.

The Company's Board of Directors approved an increase in the Company's
authorized shares from 50,000,000 to 100,000,000 on June 10, 2003 and a Form
14-C was filed on July 15, 2003 with majority stockholder approval. A
Definitive Information Statement Notice was mailed to the stockholders on
August 10, 2003. In February 2004, the board with majority shareholder
approval increased the authorized shares from 100,000,000 to 150,000,000.

The Company is engaged in a highly seasonal business, with the majority of
sales related to football and basketball handicapping. Due to this
seasonality, quarterly results may vary materially between the football and
basketball seasons [concentrated in the first and second fiscal quarters] and
the remainder of the year [the third and fourth fiscal quarters].

[2] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION -

The consolidated financial statements include the accounts of the Company and
its subsidiary, EDGE, as well as several inactive subsidiaries. All
significant inter-company accounts and transactions have been eliminated in
consolidation.

REVENUE RECOGNITION -

F-8

while revenue from service contracts is deferred and recognized as the service
is delivered, the bulk of the costs associated with generating that revenue
including advertising, commissions, and handicapping fees are expensed in the
quarter that the service contract is generated. On July 31, 2004, the Company
had received approximately $107,190 in payment for handicapping services not
rendered by that date. This amount is recorded as a current liability.

Revenue from advertising agreements is recognized ratably over the period of
the agreements. As of July 31, 2004 deferred revenue from advertising
agreements was approximately $205,000. This amount is recorded as a current
liability.

OPERATING COSTS & EXPENSES -

Handicappers' fees and sales representatives' compensation and related
expenses are charged to operations as incurred.

USE OF ESTIMATES -

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS -

The Company considers all highly liquid investments, with a maturity of three
months or less when purchased, to be cash equivalents. At July 31, 2004, the
Company did not have any cash equivalents. Cash is deposited in federally
insured bank accounts.

PROPERTY AND EQUIPMENT AND DEPRECIATION -

Property and equipment are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets, which
range from 3 to 5 years.

Routine maintenance and repair costs are charged to expense as incurred and
renewals and improvements that extend the useful life of the assets are
capitalized. Upon sale or retirement, the cost and related accumulated
depreciation are eliminated from the respective accounts and any resulting
gain or loss is reported as income or expense.

BASIC AND DILUTED LOSS PER COMMON SHARE -

Loss per common share is computed by dividing net loss available to common
stockholders by the weighted-average number of common shares outstanding
during the period. In the Company's present position diluted loss per share
is the same as basic loss per share. Securities that could potentially dilute
EPS in the future include the issuance of common stock in settlement of notes
payable and the exercise of stock options and warrants. For the year ended
July 31, 2004 and the year ended July 31, 2003 the number of common stock

F-9

equivalents excluded from the calculation, because they were anti-dilutive,
was 19,581,095 and 26,221,003, respectively.

STOCK OPTIONS AND SIMILAR EQUITY INSTRUMENTS -

The Company has adopted the disclosure requirements of SFAS No. 123,
"Accounting for Stock-Based Compensation," for stock options and similar
equity instruments [collectively "Options"] issued to employees and directors.
However, the Company will continue to apply the intrinsic value based method
of accounting for options issued to employees prescribed by Accounting
Principles Board ["APB"] Opinion No.25, "Accounting for Stock Issued to
Employees" rather than the fair value based method of accounting prescribed by
SFAS No. 123. SFAS No. 123 also applies to transactions in which an entity
issues its equity instruments to acquire goods and services from
non-employees. Those transactions must be accounted for based on the fair
value of the consideration received or the fair value of the equity
instruments issued, whichever is more reliably measurable.

BENEFICIAL CONVERSION FEATURES -

The Company has sold certain convertible debentures with a beneficial
conversion feature [See Note 8] representing a 50% imputed discount. The value
of such features is recorded by the Company as interest expense of $89,848 and
$13,764 for the year ended July 31, 2004, and the year ended July 31, 2003,
respectively.

ADVERTISING EXPENSES -

The Company expenses advertising costs as incurred. Total advertising costs
for the Year Ended July 31, 2004, and the Year Ended July 31, 2003 amounted to
approximately $1,832,644 and $2,342,432 respectively.

INCOME TAXES -

Pursuant to SFAS No. 109, "Accounting for Income Taxes," income tax expense
[or benefit] for the year is the sum of deferred tax expense [or benefit] and
income taxes currently payable [or refundable]. Deferred tax expense [or
benefit] is the change during the year in a company's deferred tax liabilities
and assets. Deferred tax liabilities and assets are determined based on
differences between financial reporting and tax bases of assets and
liabilities, and are measured using the enacted tax rates and laws that will
be in effect when the differences are expected to reverse.

[3] GOING CONCERN

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles which contemplate the continuation of
the Company as a going concern and realization of assets and settlement of
liabilities and commitments in the normal course of business. For the year
ended July 31, 2004, the Company has a loss from operations of approximately
$654,000, a working capital deficiency of approximately $1,243,000 and an
accumulated deficit of approximately $25,970,000. These conditions raise
doubt about the Company's ability to continue as a going concern. Consistent
with its original business plan, management plans to secure additional
financing through equity issuances. The financial statements do not include
any adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classification of liabilities that might be

F-10

necessary in the event the Company cannot continue in existence. The Company
plans to continue revenue growth and cost containment with the goal of
profitability, though management believes that it has the ability to raise
additional capital through private equity placements and/or debentures to meet
cash flow shortfalls.

[4] CONCENTRATIONS OF CREDIT RISKS

The Company places its cash and cash equivalents with high credit quality
institutions to limit its credit exposure. At July 31, 2004 the Company had
approximately $366,000 in a financial institution that is subject to normal
credit risk beyond insured amounts. The Company routinely assesses the credit
worthiness of its customers before a sale takes place and believes its credit
risk exposure is limited. The Company performs ongoing credit evaluations of
its customers but does not require collateral or other security as a condition
of service.

[5] PROPERTY AND EQUIPMENT

The following details the composition of property and equipment:

Accumulated
At July 31, 2004 Cost Depreciation Net
-------- ------------ --------

Television Studio Set $157,727 $153,449 $ 4,278
Office equipment & other 392,367 291,718 100,649
-------- -------- --------
TOTALS $550,094 $445,167 $104,927
======== ======== ========

Depreciation expense, excluding assets under capital lease obligations, for
the Year Ended July 31, 2004, and the Year Ended July 31, 2003 amounted to
$30,498 and $100,098 respectively.

[6] DEPOSITS AND OTHER ASSETS

Deposits and other assets comprised the following:

July 31, 2004
-------------
Deposits with credit card processors $304,072
Security deposit on leased premises 18,105
--------
Total $322,177
========

F-11

[7] LONG - TERM DEBT

Long - term debt is as follows:
July 31, 2004
-------------
Convertible Debentures (5%) due August 31, 2004 $ 200,000
Convertible Note (13%) 229,000
Convertible Debentures (5%) due June 23, 2005 300,000
Convertible Debentures (10%) due February 1, 2006 25,000
Convertible Debentures (5%) due June 7, 2007 250,000
Capital leases 13,073
----------
Total $1,017,073

Less unamortized debt discount (4,228)
Less current portion of debt discount (735,312)
----------
277,533
Less - unamortized debt discount (58,338)
----------
TOTAL LONG - TERM DEBT $ 219,195
==========

Long-term debt at July 31, 2004 matures as follows:

Year ended July 31
2005 300,000
2006 25,000
2007 250,000
Thereafter --
--------
TOTAL $575,000
========

The 16% Convertible Note (in the original principal balance amount of
$750,000, of which $ 229,000 is due in the year ending July 31, 2005) may, at
the discretion of the Company, be repaid by the issuance of common stock.

F-12

[8] RELATED PARTY NOTES & ACCOUNTS PAYABLE

Related party notes and accounts payable are as follows:

July 31, 2004
-------------
Unsecured standby credit facility from Newmarket
Investments, plc (16%), at July 31, 2004 $155,515
Payable on demand (12%), Wayne A. Root 50,000
--------
$205,515
Less - unamortized debt discount 0
--------
Total Notes $205,515
--------
Accrued interest on Related Party Notes 16,692
Handicapping fee payable to Wayne A. Root 44,141
--------
TOTAL NOTES & ACCOUNTS PAYABLE - RELATED PARTIES $266,348
========

[9] STOCKHOLDERS' DEFICIT

During the year ended July 31 2004 the following securities activity occurred:

COMMON STOCK AND WARRANTS - We issued 30,915,004 shares of Common Stock.
Included in this amount are 11,961,218 shares to redeem debt. The Company
issued 2,020,625 shares of Common Stock as payment for services. The Company
issued 1,302,143 shares to the investment firm handling the equity placement,
and issued 15,631,018 shares in new equity funding. The Company issued
1,509,367 warrant shares in connection with issuing new debentures in the
amount $575,000.

The Company is authorized to grant 3,000,000 options under the equity
incentive plan filed in a Form SB-2 Registration Statement filed on February
25, 2003. Included in this amount, the Company has granted 1,500,000 options
to Newmarket Investments, plc ("Newmarket") As of July 31, 2004, 1,500,000 of
the options have been issued to Newmarket with a $0.50 per share strike price
and a three year life.

CONVERTIBLE PREFERRED STOCK - In 2001, the Company sold 64,000 units
consisting of one share of Series C Convertible Preferred stock and one
warrant exercisable at $1.00 for an additional share of Series C stock for a
price of $1,500,000. The base conversion rate was adjusted in the quarter
ended October 31, 2001 and the resulting 50% imputed discount of $1,092,000
was charged to retained earnings (deficit) in a manner analogous to a
dividend. In the quarter ended October 31, 2002, there was an additional
adjustment to the conversion rate resulting from anti-dilution provisions in
the purchase agreement. The resulting 30% imputed discount of $318,714 was
charged to retained earnings (deficit) in a manner analogous to a dividend.
In April 2003 all of the Series C Convertible Preferred stockholders converted
their shares into 10,000,000 common shares. An imputed non-cash dividend
charge of $921,428 was recorded for the anti-dilution adjustment.

F-13

At July 31, 2004 there was no convertible preferred stock outstanding.

CONVERTIBLE DEBENTURES - In September 2002, we issued a convertible debenture
for $25,000 which can be converted into 50,000 shares of common stock and
warrants to purchase 50,000 shares of common stock at $1.25 per share. In
January, 2003 we entered into an agreement in principal with several
accredited investors from Europe to purchase 10% convertible debentures for an
aggregate face value of $190,026. In April 2003 the Company reached an
agreement with these investors to issue them 1,266,840 common shares in lieu
of the 10% convertible debentures contemplated under the earlier agreement.
In September, 2002, we entered into an agreement with Newmarket, an existing
convertible debenture holder, which provided that Newmarket invest an
additional $700,000 in the Company by amending the existing $500,000
convertible debenture held by Newmarket to reflect a principal amount of
$1,200,000. The anti-dilution provisions on the combined $1,200,000
convertible debenture provide that 5,802,199 additional shares be issued upon
conversion. The total Newmarket convertible debenture shares upon conversion
will be 9,230,769. In addition, the Company agreed to exchange an existing
warrant held by Newmarket to acquire 1,000,000 shares of common stock at $1.00
per share for a warrant to acquire 3,000,000 shares of common stock at $0.13
per share. This warrant expires on August 31, 2005. The costs associated with
the issuance of the new warrants and the adjustment of the conversion rate on
the $1,200,000 principal amount are reported as non-cash financing costs of
$708,360 in the financial statements for the Year Ended July 31, 2003. The CEO
of Newmarket is a former Director of the Company. At July 31, 2004 the entire
Newmarket convertible debt was converted into restricted common stock.

OPTIONS AND WARRANTS AT JULY 31, 2004

STOCK OPTIONS Weighted-Average
Shares Exercise Price
--------- --------------
Outstanding at July 31, 2003 3,484,987 $1.22
Granted 0 0
Exercised 0 0
Canceled 0 0
--------- -----

OUTSTANDING AT JULY 31, 2004 3,484,987 $1.22
========= =====

EXERCISABLE AT JULY 31, 2004 3,484,987 $1.22
========= =====

The following table summarizes information about stock options at July 31,
2004:

F-14

Weighted Average Outstanding and Exercisable Stock Options

Remaining Weighted-Average
Exercise Prices Shares Contractual Life Exercise Price
- --------------- ---------- ---------------- ----------------
$0.01 - $1.50 3,298,522 1 year $0.89
$6.00 - $7.50 186,465 2 years $7.04

The Black-Scholes option valuation model was developed for use in estimating
the fair value of options. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility.

WARRANTS Weighted-Average
Shares Exercise Price
--------- --------------

Outstanding at July 31, 2003 12,360,880 $ .74
Granted 1,509,367 .11
Exercised (1,690,000) .14
Canceled (2,817,500) 1.15
----------- -----
OUTSTANDING AT JULY 31, 2004 9,362,747 $ .53
----------- -----
EXERCISABLE AT JULY 31, 2004 9,362,747 $ .53
----------- -----

The following table summarizes information about warrants at July 31, 2004:

Weighted Average Outstanding and Exercisable Warrants

Remaining Weighted-Average
Exercise Prices Warrants Contractual Life Exercise Price
- --------------- --------- ---------------- ----------------

$0.01 - $1.00 6,608,085 3 years $0.32
$1.01 - $2.00 2,754,662 1 year $1.35

The Black-Scholes option valuation model was developed for use in estimating
the fair value of warrants. In addition, warrant valuation models require the
input of highly subjective assumptions including the expected stock price
volatility.

On June 18, 2002, stockholders of the Company approved an Equity Incentive
Plan (the "Plan"). Under the Plan, a sub-committee of the Board of Directors
is authorized to grant, at its discretion, options to purchase shares of
common stock at a set price greater than market price as of the date of the
grant. The Company has reserved 3,000,000 shares for issuance under the Plan.
At July 31, 2003, one option granting the right to purchase 1,500,000 of these
shares at $0.50 per share was issued to Newmarket Investments, plc, a creditor
of the Company. The Company issued 310,000 options to employees to purchase
shares at $0.27 per share expiring July 31, 2006. As of July 31, 2004, there
were 1,190,000 options available to be granted under the Plan.

F-15

At July 31, 2004 the Company had a total of 6,733,334 shares underlying its
convertible debentures and these shares are included in the fully diluted
shares outstanding of 102,871,564.

PRO FORMA DISCLOSURE OF THE COMPENSATION COST FOR STOCK OPTION PLANS

As permitted under SFAS No. 123, "Accounting for Stock-Based Compensation,"
the Company has elected to continue to measure stock-based compensation using
the intrinsic value approach under APB Opinion No. 25, the former standard. If
the former standard for measurement is elected, SFAS No. 123 requires
supplemental disclosure to show the effects of using the new measurement
criteria.

Had compensation cost for stock options been determined based on the fair
value at the grant date for awards for the year ended July 31, 2004, and the
year ended July 31, 2003 consistent with the provisions of SFAS No. 123, the
Company's net income and earnings per share would have been reduced to the pro
forma amounts indicated below:

Year ended Year ended
July 31, 2004 July 31, 2003
---------------- ----------------
Net (loss) - as reported $(1,903,284) $(8,940,132)
Net(loss) pro forma $(1,903,284) $(8,994,075)
Basic earnings per share - as reported $ (.03) $ (.31)
Diluted earnings per share - as reported $ (.03) $ (.31)
Basic earnings per share - pro forma $ (.03) $ (.32)
Diluted earnings per share - pro forma $ (.03) $ (.32)

[10] PROVISION FOR INCOME TAXES

At July 31, 2004, the Company had generated tax operating losses (assuming all
operating loss carry-forwards will be available) that total approximately
$15,900,000. Such loss carry-forwards will expire at various dates through
2024. At July 31, 2004, based on the amount of operating loss carry-forwards,
the Company would have had a deferred tax asset of approximately $5,400,000.
Because of the uncertainty that the Company will generate income in the future
sufficient to fully or partially utilize these carry-forwards, a valuation
allowance of $5,400,000 has been established. This allowance includes an
increase of $650,000 related to operations during the year ended July 31,
2004. Accordingly, no net deferred tax asset is reflected in these financial
statements.

The Company has issued equity securities at various times since inception. A
change in ownership, as defined by Section 382 of the Internal Revenue Code,
caused by such issuances of equity would limit the availability of these
losses to offset future taxable income, if any. Management believes that
there has been no such change of ownership and that all generated tax
operating losses remain available to offset future taxable income, if any.

F-16

As part of a previous reverse acquisition, the Company acquired net operating
losses of approximately $10,640,000. Pursuant to Section 382 of the Internal
Revenue Code, utilization of these losses will be limited to approximately
$255,000 subject to a maximum annual utilization of approximately $15,000 per
year through 2021. At July 31, 2004, the Company would have a deferred tax
asset of approximately $87,000 from these acquired losses.

Because of the uncertainty that the Company would generate income in the
future sufficient to fully or partially utilize these carry-forwards, a
valuation allowance of approximately $87,000 has been established. This
allowance includes a decrease of approximately $5,000 related to the
expiration of acquired operating losses. Accordingly, no net deferred tax
asset is reflected in these financial statements.

[11] NEW AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS

The Company does not anticipate the adoption of recently issued accounting
pronouncements to have a significant on the Company's results of operations,
financial position or cash flows.

[12] COMMITMENTS AND CONTINGENCIES

CAPITAL LEASES

The Company is the lessee of office and computer equipment under four (4)
capital leases expiring within the next two (2) years. These capital leases
are collateralized by the related assets. The liabilities under capital
leases are recorded at the present value of the net future minimum lease
payments and the assets are recorded at the purchase price which approximates
fair market value on the date of the purchase.

Following is a summary of property held under capital leases:

Accumulated
Cost Depreciation Net
At July 31, 2004 -------- ------------ ------
Office Fixtures and Equipment $336,460 $329,740 $6,720

Depreciation of assets under capital leases charged to expense for the Year
Ended July 31, 2004 and the Year Ended July 31, 2003 was $31,650 and $125,171
respectively.

Minimum future lease payments under capital leases are included as a component
of long-term debt (see note 7). Payments for each of the next two fiscal years
and in the aggregate are:

F-17

2005 10,540
2006 2,533
Thereafter --
-------
Total Minimum Lease Payments $13,073
Less: Amount Representing Interest (233)
-------
$12,840

Present Value of Net Minimum Lease Payments $12,840
Less: Current Portion (10,307)
-------
LONG-TERM PORTION $ 2,533

OPERATING LEASES - At July 31, 2004, the Company has two operating leases for
office space that expire in January 2006 and include an option for renewal for
an additional three (3) years. The leases have monthly payment obligations of
$1,837 and $9,659, increasing annually, based on the CPI.

Approximate minimum future rental payments under non-cancelable operating
leases having remaining terms in excess of one year as of July 31, 2004 are as
follows:

Year ending Operating
July 31, Leases
------------ ---------
2005 $124,531
2006 128,267
2007 144,125
Thereafter 0
--------
Total $396,923
========

Rent expense for the year ended July 31, 2004 and the year ended July 31, 2003
was approximately $134,500 and $155,000, respectively, and was charged to
operations.

[13] LEGAL MATTERS

In the normal course of business, the Company is exposed to a number of
asserted and unasserted potential claims. The Company has no current
litigation.

[14] FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosure About Fair Value of Financial Instruments," requires
disclosing fair value, to the extent practicable, for financial instruments
which are recognized or unrecognized in the balance sheet. The fair value of
the financial instruments disclosed herein is not necessarily representative
of the amount that could be realized or settled, nor does the fair value
amount consider the tax consequences of realization or settlement.

F-18

In assessing the fair value of these financial instruments, the Company used a
variety of methods and assumptions, which were based on estimates of market
conditions and risks existing at that time. For certain instruments, including
cash and cash equivalents, related party and trade and notes payable, it was
assumed that the carrying amount approximated fair value for the majority of
these instruments because of their short maturities.

The fair value of long-term debt is based upon current rates at which the
Company could borrow funds with similar remaining maturities. It was assumed
that the carrying amount approximated fair value for these instruments.

F-19

GWIN, INC.
CONSOLIDATED BALANCE SHEET

January 31,
2005
------------
ASSETS

Current assets:
Cash $ 36,916
Accounts Receivable 266,252
Deferred Financing Fees 4,429
------------
Total current assets 307,597
------------

Property and equipment (net) 92,615
Equipment held under capital leases (net) 3,728
Deposits and other assets 771,551
Deferred Financing Fees 25,833
------------
Total assets $ 1,201,324
============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Current portion of long-term debt $ 305,709
Notes payable - related parties 152,783
Deferred revenue 489,000
Accounts payable 373,188
------------
Total current liabilities 1,320,681

Long-term debt, less unamortized discount of $157,290 720,242
------------
Total liabilities 2,040,923
------------

Stockholders' deficit

Preferred stock - $0.0001 par value; 5,000,000 shares
authorized; 0 shares issued and outstanding
Common stock - $0.0001 par value; 150,000,000 shares 0
authorized; 94,915,812 shares issued & outstanding 9,500
Additional paid in capital 26,102,992
Accumulated deficit (26,915,424)
Prepaid Expenses - Related parties (36,667)
------------
Total stockholders' deficit (839,599)
------------
Total liabilities and stockholders' deficit $ 1,201,324
============

F-20

GWIN, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Six months ended
January 31,
------------------------
2005 2004
----------- -----------
Net revenue - services $ 3,383,437 $ 4,189,321
Revenues - advertising 499,704 577,076
----------- -----------
Total revenues 3,883,141 4,766,397
----------- -----------

Handicapping fees 113,302 172,074
Handicapping fees - related party 266,494 265,585
Advertising expense 1,331,524 1,579,199
Commissions 1,294,851 1,415,140
Salaries and wages 555,007 628,903
Professional fees 59,520 137,047
General and administrative 777,628 823,303
Depreciation expense 30,696 22,858
----------- -----------
Total operating expense 4,429,022 5,044,109
----------- -----------
Operating income (loss) (545,882) (277,712)
----------- -----------
Interest (expense), including
amortization of debt discount (228,839) (163,405)
Other non-cash costs of financing (427,356) (95,000)
Interest (expense) - related parties (12,269) (65,226)
----------- -----------
Net (loss) (1,214,346) (601,343)
----------- -----------
Net (loss) used in per share
calculation $(1,214,346) $ (601,343)
=========== ===========

Basic and diluted (loss) per share $ (0.01) $ (0.01)
=========== ===========
Basic and diluted weighed shares
common stock outstanding 87,225,427 58,858,402
=========== ===========

F-21

GWIN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
January 31,
------------------------
2005 2004
----------- ---------
Cash flow - operating activities:
Net (loss) $(1,214,346) $(601,343)
Adjustments to reconcile net (loss) to net
cash used in operations:
Depreciation 30,696 22,858
Services and settlements paid with common stock
and warrants 568,806 95,000
Amortization of Prepaid Expenses - Related
Parties 30,000 30,000
Interest expense - issuance of common stock 27,822 0
Interest expense - amortization of debt
discount 140,606 155,141

Decrease (increase) in:
Accounts receivable (228,758) (204,529)
Prepaid expenses 29,624 25,347
Other assets (449,374) (75,066)
Increase (decrease) in:
Deferred revenue 176,809 (94,893)
Accounts payable (59,220) (12,138)
Accounts payable - related parties (113,564) (4,003)
Other current liabilities (2,764) 100,651
----------- ---------
Total adjustments 33,018 38,368
----------- ---------
Total cash (used in) operating activities $(1,063,663) $(562,975)
----------- ---------
Cash flows - investing activities:
Purchase of fixed assets (15,392) (43,447)
----------- ---------
Total cash (used in) investing activities (15,392) (43,447)

Cash flows - financing activities:
Proceeds from issuance of notes payable -
related parties 569,000 0
Payments on long-term debt and lease obligations (122,497) (207,715)
Proceeds from issuance of common stock 230,000 427,793
----------- ---------
Total cash provided by financing activities 676,503 220,078
----------- ---------

Net (decrease) in cash (402,552) (386,344)
Cash - beginning of the periods 439,468 420,814
----------- ---------
Cash - end of periods $ 36,916 $ 34,470
=========== =========

F-22

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING & FINANCING ACTIVITIES

For the six months ended January 31, 2005 and 2004, the Company paid $0 for
taxes and $30,866 for interest and $0 for taxes and $41,583 for interest,
respectively.

The Company issued stock and warrants as payment for professional services and
settlement costs, these amounts totaled $427,356 and $95,000 for the six
months ended January 31, 2005 and 2004, respectively.

During the six months ended January 31, 2005, the Company incurred deferred
financing charges of $31,000 which was paid by a reduction in the cash
received from an offering.

F-23

GWIN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1 - Organization and Operations

GWIN, Inc. (the "Company") is headquartered in Las Vegas, Nevada. The
Company primarily develops, produces and markets sports handicapping analysis
and information via television, radio and the Internet.

The Company is engaged in a highly seasonal business, with the majority
of sales related to football and basketball handicapping with a smaller amount
related to baseball handicapping. Due to this seasonality, quarterly results
may vary materially between the football, basketball, and baseball seasons,
with sales higher in the first and the second quarter of the Company's fiscal
year, and lower sales during the remainder of the year. The Company also
spends the majority of its advertising and promotional budgets during the
first and second quarter with only minimal advertising and promotional
expenditures during the remainder of the year.

In addition to revenues from the sales of handicapping analysis,
information, and advice, the Company also generates revenues from the sale of
advertising on its television, radio, and Internet shows and properties.

NOTE 2 - Basis of Presentation

The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information. Accordingly, they do not include all
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary in
order to make the interim financial statements not misleading have been
included. Results for the interim periods are not necessarily indicative of
the results that may be expected for the fiscal year. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10 KSB for the year
ended July 31, 2004. The results of the three and six month periods ended
January 31, 2005 are not necessarily indicative of the results to be expected
for the full year ending July 31, 2005.

Principles of Consolidation - The consolidated financial statements include
the accounts of the Company and its subsidiary, Global Sports EDGE, as well as
several inactive subsidiaries. All significant inter company accounts and
transactions have been eliminated in consolidation.

F-24

Earnings (Loss) Per Share - "Basic" earnings (loss) per share equals net
income divided by weighted average common shares outstanding during the
period. "Diluted" earnings per common share equals net income divided by the
sum of weighted average common shares outstanding during the period plus
common stock equivalents, if dilutive. For the six months ended January 31,
2005 and 2004, the number of common stock equivalents excluded from the
calculation was 30,097,870 and 4,745,598, respectively, as they would be
anti-dilutive.

Stock Options and Similar Equity Instruments - The Company has adopted the
disclosure requirements of Statement of Financial Accounting Standards
("SFAS") No. 123, "Accounting for Stock Based Compensation," for stock options
and similar equity instruments (collectively "Options") issued to employees
and directors; however, the Company will continue to apply the intrinsic value
based method of accounting for options issued to employees prescribed by
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock
Issued to Employees" rather than the fair value based method of accounting
prescribed by SFAS No. 123. SFAS No. 123 also applies to transactions in which
an entity issues its equity instruments to acquire goods and services from non
employees. Those transactions must be accounted for based on the fair value of
the consideration received or the fair value of the equity instruments issued,
whichever is more reliably measurable. No options were granted during the
three and six month periods ended January 31, 2005 and 2004.

Revenue Recognition -

Handicapping Service Agreements - Revenue from handicapping service
agreements is recognized ratably, as services are rendered in proportion to
the total services to be provided under the agreements. At January 31, 2005
the Company had received approximately $458,000 for handicapping services not
rendered by that date; this amount is classified as a component of current
liabilities on the Balance Sheet.

Advertising Agreements - Revenue from advertising agreements is
recognized over the term of the agreements based on individual showings of the
advertising in proportion to the total showings during the term of the
agreement. At January 31, 2005 the Company had received approximately $31,000
in payments for advertising services not rendered by that date; this amount is
classified as a component of current liabilities on the Balance Sheet.

Operating Costs & Expenses - Handicappers' fees and sales representatives'
compensation and related expenses are charged to operations as incurred
because the Company believes these costs have no future economic benefit.

Convertible Debt Note - The Company entered into a $600,000 convertible debt
note with Laurus Master Fund ("Laurus") on November 30, 2004. The details on
this transaction were reported in a Form 8-K filed on December 2, 2004. The
Company incurred $31,000 of fees related to this financing which have been
capitalized and are being recognized on a straight line basis over the life of
the note.

F-25

In connection with the Laurus note, the Company recorded a beneficial
conversion feature of $175,199 (which was expensed immediately as a component
of interest) and a discount of $117,665 which is being amortized over the life
of the debt.

Convertible Preferred Stock - The Company has no convertible preferred stock
issued and outstanding at January 31, 2005.

NOTE 3 - Going Concern

The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate continuation
of the Company as a going concern and realization of assets and settlement of
liabilities and commitments in the normal course of business.

The Company incurred a net loss of $1,214,346 for the six months ended
January 31, 2005 and has an accumulated deficit of $26,915,424 at January 31,
2005. The operating losses, as well as uncertain sources of financing, create
an uncertainty about the Company's ability to continue as a going concern.
Management of the Company plans to generate sufficient cash to support
operations by raising additional financing by selling shares of our common
stock through private offerings to accredited investors. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded assets, or the amounts and classification of
liabilities that might be necessary in the event the Company cannot continue
in existence.

NOTE 4 - Commitments

Legal Matters - In the normal course of business, the Company is exposed
to a number of asserted and unasserted potential claims. The Company is not
currently a party to any legal proceedings either as a defendant or as a
plaintiff.

NOTE 5 - Tax Expense

The Company has not accrued income tax expense for the periods ended
January 31, 2005 and 2004 at its statutory rates due to unused net operating
losses and acquired net operating losses.

F-26

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

We have adopted provisions in our certificate of incorporation that limit
the liability of our directors for monetary damages in breach of their
fiduciary duty as directors, except for liability that cannot be eliminated
under the Delaware General Corporation Law. Delaware law provides that
directors of a company will not be personally liable for monetary damages for
breach of their fiduciary duty as directors, except for liability for:

* any breach of their duty of loyalty to us or our stockholders;

* acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law;

* unlawful payment of a dividend or unlawful stock repurchase or
redemption, as provided by Section 174 of the Delaware General
Corporation Law; or

* any transaction from which the director derived an improper
personal benefit.

Any amendment or repeal of these provisions requires the approval of the
holders of shares representing at least two-thirds of our shares entitled to
vote in the election of directors, voting as one class.

Our certificate of incorporation and bylaws also provide that we will
indemnify our directors and officers to the fullest extent permitted by
Delaware law. We believe that the limitation of liability provision in our
certificate of incorporation will facilitate our ability to continue to
attract and retain qualified individuals to serve as directors and officers.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses of the offering, all of which are to be borne by
the Company, are as follows:

SEC Filing Fee ................................ $ 272.85
Printing Expenses ............................. 1,000.00
Accounting Fees and Expenses .................. 1,000.00
Legal Fees and Expenses ....................... 10,000.00
Blue Sky Fees and Expenses .................... 1,000.00
Miscellaneous ................................. 1,727.15
----------

Total .................................... $15,000.00
==========

II-1

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

During the last three years we sold securities listed below that were not
registered under the Securities Act of 1933.

In connection with our reorganization in July 2001, we agreed to issue an
aggregate of 475,048 shares of our restricted Series B preferred stock. Each
share of our Series B preferred stock was automatically convertible upon the
completion of a one-for-four reverse stock split. In connection with this
reorganization, we issued 4,800 shares of our Series B preferred stock to an
unaffiliated party in payment of its finder's fee for introducing the company
to the shell with which it commenced the merger and reorganization. The
issuance was conducted pursuant to Section 4(2) of the 1933 Act and Rule 506.
No general solicitation, offering or sale was conducted in connection with the
issuance of shares. On August 27, 2001, each outstanding share of our Series B
preferred stock was converted into 31.25 shares of common stock.

Concurrent with our reorganization in July 2001, we sold 64,000 units to
one accredited investor for a gross proceed of $1,500,000. Each unit consisted
of one restricted share of the Series C preferred stock and one warrant to
purchase one restricted share of the Series C preferred stock at an exercise
price of $31.25 expiring on July 5, 2004. Each share of the Series C preferred
stock was convertible into 46.875 shares of our common stock. The issuance was
conducted pursuant to Section 4(2) of the 1933 Act and Rule 506. We paid a
finder's fee of $150,000 to Keating Investments, LLC, an affiliated entity,
for the introduction service rendered in connection with this transaction. No
general solicitation, offering or sale was conducted in connection with the
issuance of shares.

During 2002, both we and the unit holders recognized that the terms of
the warrant and the intentions of the parties more accurately reflected a
conversion of the warrant directly into common stock, rather than conversion
to Series C Preferred Stock and subsequent conversion into common stock. Our
primary basis for this conclusion was the fact that the warrant holders did
not receive the anti-dilution protection to which Series C Preferred
shareholders are entitled, and, upon further inquiry, it became clear that we
did not intend, nor did the unit holders expect, to receive such anti-dilution
rights, or any other rights to which Series C Preferred shareholders are
entitled. Both we and the unit holders believe that this was an error in
drafting, and the current warrants did not reflect the intentions of the
parties.

Accordingly, on November 26, 2002, we requested that the entire class of
unit holders, which consisted of 4 individuals or entities, submit the
warrants issued as part of the units. In exchange, we conducted a pro-rata
replacement of the warrants with Series C warrants directly convertible into
common stock. Each new Series C warrant is exercisable for 31.25 shares of
common stock at an exercise price of $1.00, and does not contain any
anti-dilution provisions. No general solicitation, offering or sale was
conducted in connection with the warrant exchange.

In August and September of 2001, we issued an aggregate of $836,667
principal amount of our 5% convertible debentures with attached common stock
purchase warrants to six investors in a private placement offering conducted

II-2

by certain of our directors and officers. One investor, Newmarket Investments,
plc, purchased $500,000 of the debentures. The debentures were immediately
convertible into common stock at a conversion price of $0.50 per share (after
giving effect to an adjustment from the original conversion price of $0.75 per
share) and were automatically convertible into common stock on August 31,
2003. Each debenture was accompanied by a detachable warrant to purchase an
additional number of shares of our common stock equal to the principal amount
of the debenture purchased divided by $0.50 at an exercise price of $1.00 per
share. The warrants are exercisable until August 31, 2004. The purchasers of
these debentures were provided with certain registration rights. The issuance
was conducted pursuant to Section 4(2) of the 1933 Act and Rule 506. No
general solicitation, offering or sale was conducted in connection with the
issuance of the securities.

In September 2001, we issued a warrant to purchase 600,000 shares of
common stock to Keating Investments, LLC, an accredited investor, in
consideration for services to be rendered pursuant to a financial advisory
agreement. The warrant entitles the holder to purchase 600,000 shares of
common stock at an exercise price of $0.10 per share until September 10, 2006.
We also issued to other consultants warrants to purchase a total of 517,848
shares of common stock at exercise prices ranging from $0.75 to $1.50. These
issuances were made in reliance on Section 4(2) of the 1933 Act.

In September 2001, we sold 400,000 shares of our restricted common stock,
together with a warrant to purchase an additional 400,000 shares of our
restricted common stock to one accredited investor for a purchase price of
$200,000. The warrant entitles the holder to purchase 400,000 shares of common
stock at an exercise price of $1.00 per share exercisable until August 31,
2004. The issuance was conducted pursuant to Section 4(2) of the Securities
Act of 1933 and Rule 506. There were no brokers or finders employed in the
transaction, and no general solicitation, offering or sale was conducted in
connection with the issuance of shares.

From May to September of 2002, we issued an aggregate of $200,000 in
principal amount of our 5% convertible debentures with attached warrants to
purchase an aggregate of 400,000 shares of common stock, exercisable at $1.25
per share and expiring on August 31, 2005, to five accredited investors in a
private placement offering conducted by certain of our directors and officers.
The debentures were immediately convertible into common stock at a conversion
price of $0.50 per share and will automatically convert into common stock on
August 31, 2004. The purchasers of these debentures were provided with certain
registration rights. The issuance was conducted pursuant to Section 4(2) of
the 1933 Act and Rule 506. One finder was employed in this transaction, and no
general solicitation, offering or sale was conducted in connection with the
issuance of the securities.

On June 27, 2002, we issued a 13% convertible note to an accredited
investor for consideration of $750,000 and a warrant to purchase 250,000
shares of our common stock. The note is immediately convertible into common
stock at a conversion price of $0.80 per share. The warrant is exercisable
until June 27, 2007 at exercise prices of $0.88, $1.04 and $1.20. The
purchaser of the note was provided certain registration rights. The issuance
was conducted pursuant to Section 4(2) of the 1933 Act and Rule 506. One
finder was employed in this transaction, and no general solicitation, offering
or sale was conducted in connection with the issuance of the securities.

II-3

Between the time of our reverse merger on July 11, 2001 to September 10,
2002, we have issued an aggregate of 1,200,000 shares of common stock, and
warrants exercisable into 529,000 shares of common stock with a weighted
average exercise price of $0.50, in settlement of various debts and actual or
pending litigation to 4 entities or individuals. The shares were valued at
fair market value at the time of each settlement. Each and all of these
investors were accredited investors within the definition of the Securities
Act of 1933, as amended. The issuances were conducted pursuant to Section
4(2) of the Securities Act of 1933 and Rule 506. There were no brokers or
finders employed in the transaction, and no general solicitation, offering or
sale was conducted in connection with the issuance of shares.

In September and October 2002, we issued 159,039 shares of common stock
to two persons as payment for services and issued 136,995 shares to one person
in payment of the settlement reached in the TurfClub.com matter. In December
2002, we issued 600,000 shares of common stock to Keating Partners in a
warrant redemption transaction and issued to Keating Partners a warrant for
400,000 shares in payment of services valued at $85,000. All of the above
securities were issued pursuant to the exemption provided by Section 4(2) of
the Securities Act of 1933, as amended, and the appropriate restrictive legend
was placed on the securities.

In September 2002, we entered into an agreement with Newmarket
Investments, plc ("Newmarket") which provided that Newmarket invest an
additional $700,000 by amending the existing Convertible Debenture held by
Newmarket to reflect a principal amount of $1,200,000. As a result of the
anti-dilution provisions of the convertible debenture, the total number of
shares which Newmarket could obtain on conversion of the $1,200,000 debenture
was 9,230,769 shares. In addition, the Company agreed to exchange an existing
warrant held by Newmarket to acquire 1,000,000 shares of common stock at $1.00
per share for a warrant to acquire 3,000,000 shares of common stock at $.13
per share. This warrant expires on August 31, 2005.

During the three months ended April 30, 2003, we issued a total of
10,541,472 shares of common stock to the four persons to redeem all of the
outstanding shares of Series C Preferred Stock. 3,000,000 of these shares
were registered in our SB-2 registration statement that was declared effective
during February 2003, and the balance of the shares were restricted. We also
issued a total of 346,650 shares to six persons for services and payables
worth $102,160, and we issued warrants to purchase 650,000 shares to three
persons to settle liabilities valued at $163,103. All of the above securities
were issued pursuant to the exemption provided by Section 4(2) of the
Securities Act of 1933, as amended, and the appropriate restrictive legend was
placed on the securities.

During the eight months ended July 31, 2003, we sold an aggregate of
16,472,660 shares of common stock at a price of $.15 per share to 72 persons
living outside of the United States, in reliance on the exemption provided by
Regulation S promulgated under the Securities Act of 1933, as amended. The
shares were sold to investors introduced by a Netherlands investment banking
firm which we paid a fee of 12% of the principal amount of the shares sold.
We also issued warrants to persons designated by the investment banker to
purchase 1,648,363 shares of common stock in reliance on Section 4(2) of the
Securities Act of 1933, as amended, and the appropriate restrictive legend was
placed on the warrant certificates.

II-4

During the three months ended July 31, 2003, we issued 700,000 restricted
shares of common stock to Wayne Allyn Root, our CEO, pursuant to his new
employment agreement dated July 31, 2003. In the agreement we agreed to issue
a total of 2,100,000 shares which vest at the rate of 700,000 shares per year
with the first 700,000 shares vesting immediately. These shares were issued
pursuant to the exemption provided by Section 4(2) of the Securities Act of
1933, as amended, and the appropriate restrictive legend was placed on the
certificate.

During the three months ended July 31, 2003, we issued 100,000 restricted
shares to Newmarket Investment plc as consideration for the extension of its
standby credit facility. We also issued a total of 20,000 restricted share to
two persons as payment for consulting services valued at $5,800, and we issued
200,000 restricted shares to an employee as a longevity bonus. In addition,
we issued 100,000 restricted shares to our Netherlands investment banking firm
as a performance bonus for the shares it sold in the Regulation S offering
referred to above. All of these shares were issued pursuant to the exemption
provided by Section 4(2) of the Securities Act of 1933, as amended. The
appropriate restrictive legend was placed on all of the certificates.

During the three months ended October 31, 2003, we issued 4,697,272
shares of common stock to 6 convertible note holders pursuant to the
conversion of $386,667 of convertible debt and $38,892 of accrued interest.
We also issued 3,846,154 shares of common stock to Newmarket Investments plc
pursuant to its conversion of $500,000 of its convertible debenture. All of
these shares were issued pursuant to the exemption provided by Section 4(2) of
the Securities Act of 1933, as amended, and the appropriate restrictive legend
was placed on the certificates.

During the three months ended October 31, 2003, we sold 2,968,518 shares
of common stock to 17 persons living outside of the United States, in reliance
on the exemption provided by Regulation S promulgated under the Securities Act
of 1933, as amended. The shares were sold to investors introduced by a
Netherlands investment banking firm which we paid a fee of 12% of the
principal amount received for the shares.

During the three months ended October 31, 2003, we issued 200,000 shares
of common stock to one person as payment for services valued at $50,000.
These shares were issued pursuant to the exemption provided by Section 4(2) of
the Securities Act of 1933, as amended, and the appropriate restrictive legend
was placed on the certificate.

During the three months ended January 31, 2004, we issued a total of
5,384,615 shares of common stock to Newmarket Investments plc pursuant to the
conversion of its $700,000 convertible debentures. 523,077 of these shares
were registered in our SB-2 registration statement that was declared effective
during February 2003. We also issued 225,000 shares to three persons for
services valued at $45,000. All of these shares were issued pursuant to the
exemption provided by Section 4(2) of the Securities Act of 1933, as amended,
and the appropriate restrictive legend was placed on the certificates.

II-5

During April 2004 we issued 1,190,625 shares to Wayne Allyn Root, the
Company's Chairman and President, and 200,000 shares to the assignee of Mr.
Root as payment for $111,250 in commissions which was owed to Mr. Root. The
shares were issued pursuant to the exemption provided by Section 4(2) of the
Securities Act of 1933, as amended, and the appropriate restrictive legend was
placed on the certificates.

During February and March 2004, we sold an aggregate of 8,578,750 shares
of common stock at a price of $.08 per share to 27 persons living outside of
the United States, in reliance on the exemption provided by Regulation S
promulgated under the Securities Act of 1933, as amended. The shares were
sold to investors introduced by a Netherlands investment banking firm which we
paid a fee of 12% of the principal amount of the shares sold. We also issued
500,000 shares of common stock to five persons designated by the investment
banker in reliance on Section 4(2) of the Securities Act of 1933, as amended,
and the appropriate restrictive legend was placed on the warrant certificates.

During April 2004, we also issued a total of 629,800 shares of common
stock to two persons as payment for indebtedness and we issued 130,000 shares
to the four independent directors as payment for their directors fees and for
reimbursement of expenses. All of these shares were issued pursuant to the
exemption provided by Section 4(2) of the Securities Act of 1933, as amended,
and the appropriate restrictive legend was placed on the certificates.

During the three-months ended July 31, 2004, we sold 4,023,750 restricted
shares of common stock at a price of $.08 per share to 6 persons living
outside of the United States, in reliance on the exemption provided by
Regulation S promulgated under the Securities Act of 1933, as amended. The
shares were being sold to investors introduced by a Netherlands investment
banking firm which we paid a fee of 12% of the principal amount of the shares
sold. We also issued to the investment banker 500,000 restricted shares of
common stock in reliance on Section 4(2) of the Securities Act.

On July 31, 2004, we issued 2,700,000 restricted shares of common stock
to Wayne Allyn Root, our CEO, pursuant to his employment agreements dated July
31, 2003 and July 31, 2004. In the 2003 agreement we agreed to issue a total
of 2,100,000 shares which vest at the rate of 700,000 shares per year with the
second 700,000 shares vesting on July 31, 2004. In the 2004 agreement we
agreed to issue a total of 4,000,000 shares with the first 2,000,000 shares
vesting immediately. These shares were issued pursuant to the exemption
provided by Section 4(2) of the Securities Act of 1933, as amended, and the
appropriate restrictive legend was placed on the certificate.

On July 31, 2004, we issued 1,000,000 restricted shares of common stock
to Douglas Miller, our CEO, pursuant to his employment agreement dated July
31, 2004. In the agreement we agreed to issue a total of 2,000,000 shares
with the first 1,000,000 shares vesting immediately. These shares were issued
pursuant to the exemption provided by Section 4(2) of the Securities Act of
1933, as amended, and the appropriate restrictive legend was placed on the
certificate.

II-6

During the three months ended October 31, 2004, we sold 2,875,000
restricted shares of common stock at a price of $.08 per share to 2 persons
living outside of the United States, in reliance on the exemption provided by
Regulation S promulgated under the Securities Act of 1933, as amended. The
shares were sold to investors introduced by a Netherlands investment banking
firm which we paid a fee of 12% of the principal amount of the shares sold.
All of these shares were issued pursuant to the exemption provided by Section
4(2) of the Securities Act of 1933, as amended, and the appropriate
restrictive legend was placed on the certificates.

During January 2005, we issued 300,000 restricted shares to an investor
relations firm. These shares were issued pursuant to the exemption provided
by Section 4(2) of the Securities Act of 1933, as amended, and the appropriate
restrictive legend was placed on the certificate.

ITEM 27. EXHIBITS.

The following Exhibits are filed as part of this Registration Statement
pursuant to Item 601 of Regulation S-B:

Number Description
- ------ -----------

2. Agreement and Plan of Reorganization dated July 6, 2001
between Global Sports & Entertainment, Inc. and Turfclub.com,
Inc. (1)

3.1 Certificate of Incorporation of GWIN, as amended (9)

3.2 Bylaws of GWIN (5)

4.1 Certificate of Designations of Series C Preferred Stock and
Series C Stock Purchase Agreement (1)

4.2 Form of Indenture representing 5% Convertible Debentures (1)

4.3 Form of Indenture representing 13% Convertible Debentures (4)

4.4 Form of Common Stock Purchase Warrant included with 5%
Convertible Debenture Units (4)

5 Opinion of Krys Boyle, P.C. regarding the legality of the
securities being registered - filed electronically herewith

10.1 Financial Advisory Agreement dated September 10, 2001 between
the GWIN and Keating Investments, LLC (1)

10.2 Executive Services Agreement dated December 6, 1999 between GWIN
and Mr. Miller (1)

10.3 Executive Services Agreement dated December 6, 1999 between GWIN
and Mr. Root (1)

II-7

10.4 Sports Personality Agreement dated March 2, 2000 between GWIN and
Mr. Root (1)

10.5 Term sheet with British Bloodstock Agency, dated August 21,
2002 (4)

10.6 Agreement describing voting agreement between Mr. Manner and
Mr. Root regarding Mr. Keating's board rights (2)

10.7 Common Stock Purchase Warrant issued to Keating Investments,
LLC (1)

10.8 Debenture Purchase Agreement dated September 19, 2001
between GWIN and Mr. Root (1)

10.9 5% Convertible Debenture dated September 19, 2001 issued to
Wayne Allyn Root (1)

10.11 Common Stock Purchase Warrant issued to Mr. Root (1)

10.12 Debenture Purchase Agreement dated August 31, 2001 between
GWIN and Mr. Manner (1)

10.13 5% Convertible Debenture dated September 19, 2001 issued
to Mr. Manner (1)

10.14 Common Stock Purchase Warrant issued to Mr. Manner (1)

10.15 Common Stock Purchase Warrant dated September 4, 2001
between GWIN and Keating Partners, L.P. (1)

10.16 Common Stock Purchase Warrant issued to Keating Partners,
L.P. (1)

10.17 Promissory Note dated October 23, 2000 issued to Mr. Root (1)

10.18 Letter Agreement dated July 5, 2001 between GWIN and
Keating Investments, LLC (1)

10.19 Series C Preferred Stock Purchase Agreement dated July 10,
2001 between Trilium Holdings Ltd. and the Company (1)

10.20 Promissory Note dated November 12, 2001 issued to Mr.
Keating. (3)

10.21 Promissory Note dated November 12, 2001 issued to Mr. Root. (3)

10.22 Securities Purchase Agreement dated June 29, 2002 between
Laurus Master Fund, Ltd. and GWIN (4)

10.23 2002 Equity Incentive Plan (6)

II-8

10.24 Employment Agreement with Wayne Allyn Root dated July 31,
2003 (8)

10.25 Employment Agreement with Doulgas R. Miller dated July 31,
2004 (10)

10.26 Employment Agreement with Allyn Root dated July 31, 2004 (10)

10.27 Securities Purchase Agreement with Laurus Master Fund, Ltd.
dated October 29, 2004 (11)

10.28 Secured Convertible Term Note payable to Laurus Master Fund,
Ltd. for $600,000 (11)

14 Code of Ethics (10)

21.1 List of Subsidiaries (4)

23.1 Consent of Krys Boyle, P.C. - Contained in Exhibit 5

23.2 Consent of Moore Stephens, P.C., Certified Public Accountants -
Filed herewith electronically

23.3 Consent of Demetrius & Company, LLC, Certified Public
Accountants - Filed herewith electronically

- ----------------------

(1) Incorporated by reference to the similarly described exhibit included with
the registrant's Quarterly Report for quarter ended September 30, 2001 filed
with the SEC on November 19, 2001.

(2) Described in Exhibit 2.1

(3) Incorporated by reference to the similarly described exhibit included with
the registrant's Annual Report for the year ended December 31, 2001 filed with
the SEC on April 1, 2002 and amended on May 15, 2002.

(4) Incorporated by reference to the similarly described exhibit included with
the registrant's registration statement on Form SB-2, 333-99599, filed on
September 13, 2002.

(5) Unavailable in electronic format, but will be mailed upon request free of
charge.

(6) Incorporated by reference to the Registrant's Definitive Information
Statement filed with the SEC on July 21, 2002.

(7) Incorporated by reference to GWIN, Inc. Annual Report on Form 10-K for the
year ended July 31, 2002, as filed with the SEC on October 28, 2002.

(8) Incorporated by reference to GWIN, Inc. Annual Report on Form 10-K for the
year ended July 31, 2003, as filed with the SEC on November 10, 2003.

II-9

(9) Incorporated by reference to GWIN, Inc. Form 10-Q for the quarter ended
January 31, 2004, as filed with the SEC on March 11, 2004.

(10) Incorporated by reference to GWIN, Inc. Annual Report on Form 10-K for
the year ended July 31, 2004, as filed with the SEC on November 1, 2004.

(11) Incorporated by reference to GWIN, Inc. Current Report on Form 8-K dated
December 1, 2004, as filed with the SEC on December 2, 2004.

ITEM 28. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the small business issuer will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.

The undersigned small business issuer will:

(1) File, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) Reflect in the prospectus any facts or events which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and

(iii) Include any additional or changed material information on the
plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of securities at that time to be the initial bona
fide offering.

(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form SB-2, and authorized this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Las Vegas, State of Nevada, on the 14th day of
March 2005.

GWIN, INC.

By: /s/ Wayne Allyn Root
Wayne Allyn Root, Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE

/s/ Wayne Allyn Root Chairman and Chief March 14, 2005
Wayne Allyn Root Executive Officer

/s/ Douglas R. Miller Chief Operating March 14, 2005
Douglas R. Miller Officer and Director

/s/ Jeff Johnson Chief Financial March 14, 2005
Jeff Johnson Officer (Principal
Financial and
Accounting Officer)

/s/ Roger Aspey-Kent Director March 14, 2005
Roger Aspey-Kent

- ------------------------------ Director
Robert L. Seale

/s/ Roger L. Harrison Director March 14, 2005
Roger L. Harrison