KRYS BOYLE, P.C.
Attorneys at Law
Telephone Suite 2700 South Tower Facsimile
(303) 893-2300 600 17th Street (303) 893-2882
Denver, Colorado 80202-5427
March 30, 2006
Linda Cvrkel
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
RE: GWIN, Inc.
Form 10-KSB for the year ended July 31, 2005
File No. 0-24520
Dear Ms. Cvrkel:
We are legal counsel to GWIN, Inc. (the "Company"). The following are
the Company's responses to your comments in your letter dated March 9, 2006.
As requested in your letter, we will make these changes in all of the
Company's future filings.
Form 10-KSB for the Fiscal Year Ended July 31, 2005
Consolidated Statement of Cash Flows, page F-5
1. In future 10-K's, whenever we have material issuances of stock to
retire debentures or other debt, we will set forth the required information
in the supplemental disclosures and schedule of non-cash investing and
financing activities that we present in the narrative section of the
consolidated statement of cash flows. We also attempted to do this in the
Form 10-QSB for the three months ended January 31, 2006 which we filed
shortly after we received your comment letter.
Note 7 - Long-Term Debt, page F-9
2. In future 10-K's we will disclose the amount of maturities of long
term borrowings for each of the five years following the date of the latest
balance sheet based on the Company's fiscal year end and not on a calendar
year basis.
Note 9 - Stockholders' Deficit (Options and Warrants), page F-12
3. In future 10-K's we will disclose the following weighted-average
information: (1) risk-free interest rate; (2) expected life; (3) expected
volatility; and (4) expected dividends - used in determining an estimate of
the fair value of the options.
Form 10-QSB for the period ended October 31, 2005
Note 2 - Basis of Presentation
Settlement Income - page 8
4. The settlement referred to in this note was not a related party
transaction and the vendor did legally release the Company from the
obligation. We added a statement in Note 2 of the 10-QSB we just filed for
the three months ended January 31, 2006 to the effect that the vendor was not
affiliated with the Company or any of its officers or directors. The original
debt related to a contract with Sporting News Radio in the amount of
approximately $450,000 which was to be paid for programming to be run in
about 30 markets around the United States over the course of the 2002
football season. Some of GWIN clients reported to GWIN that the show did not
run or was preempted in about 25% of the markets. Sporting News at first
denied that the shows did not run. After three years of going back and forth
Sporting News agreed to write off the balance owed if GWIN signed a
settlement and non-disclosure relating to the transaction.
Other
5. Attached is a letter from GWIN acknowledging the matters you
requested.
Please feel free to contact the undersigned if you have any questions or
need additional information concerning this matter.
Very truly yours,
KRYS BOYLE, P.C.
By /s/ Jon D. Sawyer
Jon D. Sawyer
JDS/vm
Attachment
GWIN INC.
5052 South Jones Boulevard
Las Vegas, Nevada 89118
March 30, 2006
Linda Cvrkel, Branch Chief
Division of Corporation Finance
U. S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Your comment letter dated March 6, 2006
Dear Ms. Cvrkel:
In response to Comment #5 in the subject comment letter the undersigned
states the following:
1. GWIN is responsible for the adequacy and accuracy of the disclosure
in its filings with the Securities and Exchange Commission.
2. Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the Commission
from taking any action with respect to the filing; and
3. Gwin may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws
of the United States.
Very truly yours,
GWIN INC.
By /s/ Jeff Johnson
Jeff Johnson, CFO