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EXHIBIT 31.2


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I, Jeff Johnson, certify that:

         1. I have reviewed this Annual Report of GWIN, Inc.;

         2. Based on my  knowledge,  this  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition,  results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

         4. The small business  issuer's other  certifying  officer(s) and I are
responsible for establishing and maintaining  disclosure controls and procedures
(as  defined  in  Exchange  Act Rules  13a-15(e)  and  15d-15(e))  for the small
business issuer and have:

                  (a)  Designed  such  disclosure  controls and  procedures,  or
         caused such disclosure controls and procedures to be designed under our
         supervision,  to ensure that material information relating to the small
         business issuer, including its consolidated subsidiaries, is made known
         to us by others within those entities,  particularly  during the period
         in which this report is being prepared;

                  (b) Evaluated the effectiveness of the small business issuer's
         disclosure  controls and  procedures  and  presented in this report our
         conclusions  about the  effectiveness  of the  disclosure  controls and
         procedures, as of the end of the period covered by this report based on
         such evaluation; and

                  (c) Disclosed in this report any change in the small  business
         issuer's internal control over financial reporting that occurred during
         the small  business  issuer's  most recent  fiscal  quarter  (the small
         business  issuer's  fourth  fiscal  quarter  in the  case of an  annual
         report)  that has  materially  affected,  or is  reasonably  likely  to
         materially  affect,  the small business  issuer's internal control over
         financial reporting; and

         5. The small business  issuer's other certifying  officer(s) and I have
disclosed,  based  on our  most  recent  evaluation  of  internal  control  over
financial  reporting,  to the small  business  issuer's  auditors  and the audit
committee  of the  small  business  issuer's  board  of  directors  (or  persons
performing the equivalent functions):

                  (a) All significant  deficiencies  and material  weaknesses in
         the design or operation of internal  control over  financial  reporting
         which are  reasonably  likely to  adversely  affect the small  business
         issuer's  ability to record,  process,  summarize and report  financial
         information; and

                  (b)  Any  fraud,  whether  or  not  material,   that  involves
         management or other employees who have a significant  role in the small
         business issuer's internal control over financial reporting.

Date:  October 15, 2003

/s/ Jeff Johnson
Jeff Johnson
Chief Financial Officer