<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

================================================================================


                                  FORM 10-KSB

 [X]      Annual Report pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934

                   For the fiscal period ended July 31, 2002

[ ]      Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

            For the transition period from ___________ to ___________

                        Commission file number: 000-24520


                                   GWIN, INC.
         --------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                              04-302177
-------------------------------                            --------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                             Identification No.)

       5092 South Jones Blvd.
         Las Vegas, Nevada                                        89118
----------------------------------------                       ----------
(Address of principal executive offices)                       (Zip Code)


                       GLOBAL SPORTS & ENTERTAINMENT, INC.
         --------------------------------------------------------------
                           (Former Name of Registrant)


(Registrant's telephone number, including area code):         (702) 967-6000
                                                              --------------
Securities registered pursuant to Section 12(b) of the Act:   None
                                                              ----
Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, $.0001 Par Value
                    ----------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. YES [X]  NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B (Section 229.405 of this Chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. [ ]

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of October 25, 2002 was approximately $3,641,141 based upon the
closing price per share of the Common Stock of $0.32 on that date.

The number of shares outstanding of the issuer's classes of Common Stock as of
October 25, 2002:

               Common Stock, $.0001 Par Value - 21,285,703 shares
        ----------------------------------------------------------------

<PAGE>


                                TABLE OF CONTENTS


                                                                            Page

PART I ...................................................................... 1

Item 1.  Description of Business ............................................ 1

Item 2.  Description of Properties .......................................... 3

Item 3.  Legal Proceedings .................................................. 3

Item 4.  Submission of Matters to a Vote of Security Holders ................ 4

PART II ..................................................................... 4

Item 5.  Market for Common Equity and Related Stockholder Matters ........... 4

Item 6.  Management's Discussion and Analysis and Results of Operations...... 4

Item 7.  Financial Statements ............................................... 6

Item 8.  Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure .............................. 7

PART III .................................................................... 7

Item 9.  Identification of Directors, Executive Officers,
           Promoters and Control Persons; Compliance with
           Section 16(a) of the Exchange Act ................................ 7

Item 10. Executive Compensation ............................................. 9

Item 11. Security Ownership of Certain Beneficial Owners and Management......10

Item 12. Certain Relationships and Related Transactions .....................12

Item 13. Exhibits, Lists and Reports on Form 8-K ............................13

SIGNATURES ..................................................................14

Exhibit Index

<PAGE>


                                     PART I

ITEM 1:  DESCRIPTION OF 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, professional basketball games
played by the National Basketball Association, college football and basketball
games played by Division I of the National Collegiate Athletic Association, and
professional major-league baseball.   Over the next year, we plan to expand our
operations to cover sporting events in Europe and Asia, and to expand our
handicapping services to include soccer, cricket and rugby.

CORPORATE INFORMATION

     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.  As a result of the
reorganization:

-    all of our former directors and officers resigned and were replaced by our
     current directors and officers;

-    we amended our certificate of incorporation to (a) effect a one-for-four
     reverse stock split of our common stock; (b) change our name to Global
     Sports & Entertainment, Inc.; and (c) increase our authorized capital to
     50,000,000 shares of common stock and 5,000,000 shares of preferred stock;

-    we issued an additional 14,845,241 shares of our common stock to the
     stockholders of the acquired company, after giving effect to the
     conversion of our Series B preferred stock and the one-for-four reverse
     split of our common stock;

-    we issued options and warrants to purchase a total of 4,570,121 shares of
     our common stock to replace options and warrants held by the stockholders
     of the acquired company; and

-    we raised $1,500,000 in a private placement sale of 64,000 shares of our
     Series C convertible preferred stock, each share of which is convertible at
     any time into 46.875 shares of our common stock, as well as warrants to
     purchase an additional 64,000 shares of Series C convertible preferred
     stock.

     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.  Global Sports, Inc.
filed a complaint against us on October 11, 2001 regarding the similarity of our
names.  Although our businesses are not competitive, in evaluating our options
regarding this proceeding, including a consideration of the time and resources
that would have been required to adequately respond to this proceeding, the
board of directors determined that it was in the best interests of our company
and our shareholders to avoid the deleterious effects of pursuing this cause of
action altogether, and changed our name, which permitted us to focus on our
business and operations.  Our shareholders were not affected by the name
change in any way.


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 the superior
knowledge and skill, and purchasing our handicappers' analysis 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, which is substantial. In the United
States, wagering on sporting events, other than pari-mutuel betting, is
currently legal only in the State of Nevada. Pari-mutuel betting is a betting
pool in which those who bet on competitors finishing in the first three places
share the total amount bet, minus a percentage for the management. 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.

<PAGE>

OUR BUSINESS MODEL

     Our business model is centered around our high-caliber handicappers. Mr.
Wayne Allen Root, our Chairman and Chief Executive Officer, has been employed in
the handicapping industry for the past 15 years, and had been the leading
revenue generator for National Sports Service, a competitor of our company and
an industry leader for the past 25 years. Mr. Alec McMordie has won 28 national
handicapping championships over the past nine years. The celebrity of our
handicappers allows us to attract highly qualified account representatives to
our company. These account representatives are then able to convert incoming
telephone leads into completed sales, as described further below.

MARKETING AND SALES

     We generate revenue from the direct sale of our handicapping advice.
Interest in our service is derived primarily from two different sources, aside
from word-of-mouth:  our informercial and our website.  We estimate that 70% of
our revenue is derived from our infomercial advertising.  "The WinningEDGE ,"
formerly The Global SportsEDGE(TM), a lively 30-minute, professionally produced
television infomercial broadcast nationally on Saturday mornings throughout the
football season, generally September through January.   The WinningEDGE airs on
PAX TV Network, a cable television channel reaching 77 million households, as
well as on selected Fox Sports Net stations, reaching approximately 40,000,000
households. The show stars and is hosted by Mr. Root. The WinningEDGE also
showcases our team of professional handicappers, including Randy White (NFL Hall
of Fame, Super Bowl Most Valuable Player), and handicappers Larry Ness, and Alec
McMordie.  Messrs. Ness and McMordie combined have won over 30 nationally
recognized handicapping contests.  High profile guests are also featured on the
show.  During the 2001-2001 season, guests included Tony Dorsett (NFL Hall of
Fame, Heisman Trophy), and Rick Barry (NBA Hall of Fame).  Other NFL celebrities
join the cast on a regular and semi-regular basis.  In the past these have
included Dan Hampton (six-time NFL All Pro) and Phil McConkey.

     We also sell our handicapping analysis, or "picks," on our website
www.WinningEDGE.com, and develop customer interest through radio station
advertisements. This year, we have introduced a national advertising campaign on
The Sporting News Network, a radio network comprised of 425 affiliates,
averaging 13 million listeners weekly. The only "product" we sell is our
handicapping analysis, which may be sold as one pick from one handicapper for
one game (priced between $49 and $200, depending on the handicapper), 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 entirely 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 program.
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's credit card is immediately charged and the customer then receives the
selected pick or package.

     During the football and basketball season, which, combined, extend from
September to March, we maintain a staff of approximately 60 experienced sales
representatives at our three telemarketing centers. Two of our centers are
located in Las Vegas, Nevada, and the third is in Phoenix, Arizona. During the
football season, our weekly television infomercials generate significant
consumer interest in our handicapping information, and a large portion of our
revenues is generated by inbound calls that our account representatives convert
into sales. Each inbound call, whether or not converted to an immediate sale, is
added to our database of potential customers. Outside of football season, when
we do not air regular weekly television infomercials, our account
representatives rely more heavily on contacting our caller database to sell
handicapping information for other sporting events, such as professional and
college basketball and major league baseball.

     Our account representatives have a comprehensive knowledge of sports and
the business of sports betting, although they themselves do not conduct any of
the handicap 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. A number of our
customers develop a relationship with a particular account representative and
call that representative on a regular basis to purchase our handicapper's picks.
Our account representatives, also referred to as sales representatives, are
compensated on a commission basis, with total commissions averaging
approximately 25% of our gross sales. In addition, sales managers may also
receive a small percentage (1-2%) of gross sales achieved by their sales
representatives in excess of 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
both unique packages of picks offered only on our website as well as many of the
picks of our sports handicappers in the same packages and for the same prices as
if they had called our sales office.

<PAGE>

OUR STRATEGY

     Our  goal  is  to  become  the  leading  provider  of  sports  handicapping
information  and  advice  in  the  United  States  and internationally.  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 for
football, basketball and baseball, primarily for events in the United States.
We plan to focus on maintaining and expanding the profitable growth of our
traditional operations for the remainder of 2002. Beginning in 2003, we plan to
expand our services to cover hockey, NASCAR, and golf, as well as 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 "The
WinningEDGE"  brand name and related website through continued expansion of our
television format to other markets.  More importantly, by hiring only the most
insightful  handicappers in each field that we enter, our goal is to 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 develop
strategic relationships with leading sports information and sports wagering
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.

       Expand Advertising Sales. We currently generate revenues by the sale of
advertising exposure on our website and by licensing of our database.  We intend
to expand these efforts by also selling sponsorship and advertising
opportunities on our television show.

COMPETITION

     We face competition from numerous operations that sell sports handicapping
information through television infomercials, 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 privately held, 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 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 our promotion of our brand name through advertisement and our
infomercial vehicle, 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.  The enforceability of these agreements may be
limited in some jurisdictions and, without an additional employment agreement,
we cannot prevent our handicappers from terminating their relationships with us.

     We have acquired the registered trademark, "The WinningEdge " We also own
the Internet domain name www.WinningEDGE.com. We believe that our tradenames 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.

<PAGE>

     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 affect or apply 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 11 full-time employees, including one of our four handicappers, and
four part-time employees.  Three of our handicappers are under sports
personality agreements, each of which is automatically renewable annually.  The
fourth, Mr. Root, is a full-time employee.  Mr. Root has entered into an
employment agreement with us, which expires August 31, 2005.  In addition, we
have approximately 60 commissioned-based telemarketing sales representatives in
our Las Vegas and Phoenix sales offices 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.

CUSTOMERS

     None of our customers comprises more than 10% of our revenues.


ITEM 2.  DESCRIPTION OF PROPERTIES

     We currently lease approximately 5,325 square feet of office space for our
corporate headquarters and sales office in Las Vegas, Nevada, under a lease that
expires on January 22, 2004, 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 $8,520. Our second Las Vegas facility is leased on a
month-to-month basis, with a monthly rent of $1,337. We also lease approximately
2,713 square feet for our sales office in Phoenix, Arizona, under a lease that
expires on October 31, 2003. Our lease for our Phoenix facility requires monthly
base rental payments of $3,278.


ITEM 3.  LEGAL PROCEEDINGS

     On April 29, 2002, a former director, Thomas Muehlbauer, filed a complaint
against us in connection with our merger with TurfClub.com, Inc., a California
corporation, to which he was the Chief Executive Officer, Secretary, a director
and a minority shareholder. In connection with our rescission of the merger, Mr.
Muehlbauer alleges breach of an employment guarantee and breach of the merger
agreement due to failure of consideration. The plaintiff sought unspecified
general damages and punitive damages. The action was brought in the Superior
Court of the State of California, in the County of San Diego. On September 26,
2002, we executed a settlement agreement with Mr. Muehlbauer pertaining to both
the litigation and the rescission, the terms of which are as follows:

     In exchange for our issuance of a warrant for 450,000 shares of common
stock, exerciseable at $0.50 and expiring on December 31, 2007, 166,650 shares
of common stock, and $90,000 in cash to Mr. Muehlbauer, $15,000 of which was
paid on October 16, 2002, and the remaining $75,000 payable in increments of
$5,000 per month for the next 15 months, the litigation has been terminated and
the TurfClub transaction has been formally ended. As substantially all the
remaining shareholders of TurfClub had previously entered into settlement
agreements with us regarding this transaction, upon reaching settlement with Mr.
Muehlbauer, we are no longer under any obligation to complete the merger with
TurfClub.

     From time to time, we may become involved in litigation relating to claims
arising from our ordinary course of business.

                                       3
<PAGE>

ITEM 4:  SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS

     On June 18, 2002, a special meeting of our stockholders was conducted for
the purposes of seeking shareholder consent for the following matters, which
were adopted and approved by Board Resolution on June 14, 2002: (i) amend the
company's certificate of incorporation to change the name of the company from
"Global Sports and Entertainment, Inc." to "GWIN, Inc."; (ii) adopt the
company's 2002 Equity Incentive Plan; (iii) reduce the Board of Directors,
previously fixed at eight, to be fixed at seven; (iv) ratify the reappointment
of our auditors, Moore Stephens, PC; and (iv) elect our current slate of
directors, which are as follows:

     Wayne  Allyn  Root
     Douglas  R.  Miller
     David  P.  Hanlon
     Edward  J.  Fishman
     Ralph  R.  Papitto
     Timothy  J.  Keating
     John  T.  Manner

     Each and all of these individuals served as directors during our last
fiscal year, and each has been nominated and elected for an additional annual
term.

     All matters were uncontested and unanimously consented to by all
stockholders present at the special meeting, which represented 53.4% of the
authorized, issued and outstanding shares of common stock.

     Mr. Papitto has since resigned, and Mr. Simon Hayes has been nominated
to fill the vacancy. See "Item 9" and "Item 12" for further discussion.

                                     PART II

ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock has traded on the OTC Bulletin Board under the symbol
"GWIN" since September 7, 2001. From August 28, 2001 to September 6, 2001, our
common stock traded on the OTC Bulletin Board under the symbol "GSPE" and prior
to August 28, 2001 our common stock traded on the OTC Bulletin Board under the
symbol "IMSO." 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 2000
           Fourth Quarter............................. $     .13          .09
           Third Quarter.............................. $     .30          .03
           Second Quarter............................. $     .75          .38
           First Quarter.............................. $     .91          .20

           FISCAL YEAR 2001
           Fourth Quarter............................. $    1.03          .51
           Third Quarter.............................. $    1.60         1.00
           Second Quarter............................. $     .27          .05
           First Quarter.............................. $     .08          .06

           FISCAL PERIOD JANUARY 1 TO JULY 31, 2002
           Month of July  . . . . . . . . . . . . . . .$    0.74         0.42
           Second Quarter . . . . . . . . . . . . . . .$    0.90         0.47
           First Quarter  . . . . . . . . . . . . . . .$    0.86         0.60

         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 October
25, 2002 the closing price of our common stock, as reported on the Over the
Counter Bulletin Board, was $0.32. There were approximately 996 holders of
record of the Company's common stock.

         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.

<PAGE>


ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

THIS ANNUAL REPORT ON FORM 10-KSB CONTAINS "FORWARD-LOOKING STATEMENTS," WHICH
ARE BASED ON OUR CURRENT EXPECTATIONS, ASSUMPTIONS,
ESTIMATES AND PROJECTIONS ABOUT OUR BUSINESS AND OUR INDUSTRY. WORDS SUCH AS
"BELIEVE," "ANTICIPATE," "EXPECT," "INTEND," "PLAN," "WILL," "MAY," AND OTHER
SIMILAR EXPRESSIONS IDENTIFY FORWARD-LOOKING STATEMENTS. IN ADDITION, ANY
STATEMENTS THAT REFER TO EXPECTATIONS, PROJECTIONS OR OTHER CHARACTERIZATIONS OF
FUTURE EVENTS OR CIRCUMSTANCES ARE FORWARD-LOOKING STATEMENTS. THESE
FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE REFLECTED IN THE
FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE,
BUT ARE NOT LIMITED TO, WHETHER OR NOT OUR PRODUCTS ARE ACCEPTED BY THE
MARKETPLACE AND THE PACE OF ANY SUCH ACCEPTANCE, OUR ABILITY TO OBTAIN FINANCING
TO MAINTAIN OUR OPERATIONS, CHANGING ECONOMIC CONDITIONS AND OTHER FACTORS, SOME
OF WHICH WILL BE OUTSIDE OUR CONTROL. YOU ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH RELATE ONLY TO EVENTS AS OF
THE DATE ON WHICH THE STATEMENTS ARE MADE. WE UNDERTAKE NO OBLIGATION TO
PUBLICLY REVISE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR
CIRCUMSTANCES THAT ARISE AFTER THE DATE HEREOF. YOU SHOULD REFER TO AND
CAREFULLY REVIEW THE INFORMATION IN FUTURE DOCUMENTS WE FILE WITH THE SECURITIES
AND EXCHANGE COMMISSION.

RESULTS OF OPERATIONS

     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. Comparisons to twelve month periods ending in December on a
"pro-rata" basis may not be effective.

     Our net loss decreased from $6,162,866 for the year ended December 31, 2000
to $5,527,352 for the year ended December 31, 2001. The net loss used in
earnings per share calculation in 2001 was further increased by an imputed
non-cash dividend on our Series C Preferred Shares of $1,092,000 to $6,619,352.
This imputed dividend was a result of a 50% upward adjustment in the conversion
rate attached to those Preferred Shares after issuance. The net loss for the
seven months ended July 31, 2002 was $2,075,443.

     Revenue from sales of sports handicapping information and analysis
increased from $1,055,075 in 2000, our initial year of operation, to $3,083,314
in 2001, a 192.2 % increase. The amount was $2,765,232 for the seven months to
July 31, 2002 - an increase of 24% from the comparable period in 2001. Revenue
from advertising agreements was $157,168 in 2001 and $261,998 for the July
period. We had no advertising agreements in 2000.

     Handicappers' fees increased from $291,432 in 2000 to $424,002 in 2001, an
increase of 45%. This is less than the percentage increase in revenues because,
in part, some handicapping contracts in 2000 provided for fixed minimum payments
not directly related to sales volumes. These fees were approximately 9.5% of
related revenue for the July period and that is consistent with the contract
payment terms.

     Advertising expenses (including production of television shows) decreased
from $3,172,392 in 2000 to $2,160,245 in 2001, a 31.9% reduction. Advertising
expenses in 2000 reflected the additional activities associated with the
inception of operations; the reduction is largely the result of commitments in
2001 at a level consistent with continuing normal operations. The amounts for
2001 are more likely representative of future trends than the 2000 amounts.
Advertising expense for the July period is $194,755 and is very low by
comparison because the bulk of our advertising comes during the football season
(September to December).

     Professional fees increased from $475,900 in 2000 to $556,201 in 2001, a
16.8% increase. This increase is primarily a result of our common stock becoming
publicly traded following the reverse merger in July of 2001. Professional fees
for the July period of $ 868,148 were exceptionally high because of fees paid in
connection with efforts to raise investment capital. We do not expect this
amount to be indicative of future patterns.

     General and administrative expenses of $1,810,410 in 2000 also reflect the
fact that operations commenced in that year. The 2001 amount of $1,238,880 (a
31.6% decrease) is more likely representative of future trends than the amount
from the prior year.

     The non-recurring charge of $866,453 in 2001 and $287,000 of the charge in
the July period represent costs associated with a planned share exchange
transaction. As described in Item 1, we have rescinded the share exchange
transaction with the shareholders of TurfClub.com. We have reached agreements
with substantially all of the shareholders of TurfClub.com 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 have provided
approximately $1,153,000 for the costs of those settlements. In 2001 an
additional charge of $377,000 represents the write off operating advances to
TurfClub.com from the date of the proposed transaction until October 3, 2001.
Management has determined that those advances are not collectible.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         Our working capital deficit as of July 31, 2002, was $3,013,361. Of
that amount, approximately $396,000 represents revenues from sales which will
not be recognized until after July 31, 2002. Since July 31, 2002, we
have raised approximately $750,000 from our existing security holders.

         We believe that this additional financing and cash flow from
operations will be sufficient to fund foreseeable operating requirements.


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
our fiscal year. Because of these factors, our quarterly operating results are
difficult to predict and are likely to vary in the future. 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.

ITEM 7.  FINANCIAL STATEMENTS.

                          INDEPENDENT AUDITOR'S REPORT

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

          We  have audited the accompanying consolidated balance sheets of GWIN,
Inc.  [formerly Global Sports & Entertainment, Inc.], and subsidiary, as of July
31,  2002  and  December  31,  2001,  and the related consolidated statements of
operations,  stockholders'  deficit,  and  cash flows for the seven-month period
ended  July  31, 2002 and each of the two years in the period ended December 31,
2001.  These  consolidated  financial  statements  are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
consolidated  financial  statements  based  on  our  audits.

          We  conducted  our  audits  in  accordance  with  auditing  standards
generally  accepted  in  the  United States of America.  Those standards require
that  we plan and perform the audit to obtain reasonable assurance about whether
the  consolidated  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
audits  provide  a  reasonable  basis  for  our  opinion.

          In  our  opinion,  the  consolidated  financial statements referred to
above  present  fairly,  in  all  material  respects, the consolidated financial
position  of  GWIN,  Inc.  [formerly  Global  Sports & Entertainment, Inc.], and
subsidiary,  as of July 31, 2002 and December 31, 2001, and the results of their
operations  and  their cash flows for the seven-month period ended July 31, 2002
and  each  of the two years in the period ended December 31, 2001, in conformity
with  accounting  principles generally accepted in the United States of America.

          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 suffered a loss
from  operations,  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
October  11,  2002

<PAGE>

ITEM  1.     CONSOLIDATED  FINANCIAL  STATEMENTS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                   GWIN, INC.
                  (FORMERLY GLOBAL SPORTS & ENTERTAINMENT, INC.)
                           CONSOLIDATED BALANCE SHEETS

<S>                                                                                             <C>            <C>
                                                                                              July 31,    December 31,
                                                                                                2002          2001
                                                                                                ----          ----
ASSETS
CURRENT ASSETS:
 Cash                                                                                      $    324,786   $     44,603
 Accounts receivable                                                                             10,009        103,706
 Prepaid expenses                                                                               135,534             --
                                                                                           -------------  ------------
   Total current assets                                                                         470,329        148,309

Property & equipment (net)                                                                      141,235        204,724
Equipment held under capital leases (net)                                                       100,151        156,810
Deposits & other assets                                                                         351,748        357,892
                                                                                           -------------  ------------
   Total assets                                                                            $  1,063,463   $    867,735
                                                                                           =============  ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
 Current portion of long term debt                                                         $    643,303   $     89,176
 Notes & accounts payable - related parties                                                     251,666        251,666
 Deferred revenue                                                                               395,834       822,9255
 Accounts payable                                                                               849,184        729,054
 Accrued settlement costs                                                                       635,749        866,453
 Other accrued liabilities                                                                      707,954        507,037
                                                                                           -------------  ------------
   Total current liabilities                                                                  3,483,690      3,266,311

Long term debt, less unamortized discount of  $805,913 at July 31, 2002 and
                                $647,237 at December 31, 2001                                   390,833        263,499
                                                                                           -------------  ------------
   Total liabilities                                                                          3,874,523      3,529,810
                                                                                           -------------  ------------
STOCKHOLDERS' DEFICIT:
Convertible Preferred Stock, Series C - Par Value $0.0001, Authorized 5,000,000
Shares, 64,000 Shares Issued & Outstanding                                                            6              6

Common Stock - Par Value $0.0001, Authorized 50,000,000 Shares;  Shares
Issued & Outstanding at July 31, 2002 - 21,285,703 and at December 31, 2001 -
19,195,241                                                                                        2,128          1,920

Additional Paid-in Capital                                                                   12,044,467     10,118,217

Accumulated Deficit                                                                         (14,857,661)   (12,782,218)
                                                                                           -------------  ------------
   Total stockholders' deficit                                                               (2,811,060)    (2,662,075)
                                                                                           -------------  -------------
   Total liabilities and stockholders' deficit                                             $  1,063,463   $    867,735
                                                                                           =============  =============

        The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>
<PAGE>
                                   GWIN, INC.
                 (FORMERLY GLOBAL SPORTS & ENTERTAINMENT, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
<S>                                                               <C>           <C>           <C>

                                                                                Years ended December 31,
                                                                Seven Months    -----------------------
                                                              ended  July  31,
                                                                   2002           2001          2000
                                                                   ----           ----          ----

           REVENUES:

Net revenue - services                                          $ 2,765,232   $ 3,083,314   $ 1,055,075
Revenues - advertising                                              261,998       157,168            --
                                                                ------------  ------------  ------------
           TOTAL REVENUES                                       $ 3,027,230   $ 3,240,482   $1,055,0751
                                                                ------------  ------------  ------------
           EXPENSES:
Handicapping fees                                                   103,518       196,847       221,431
Handicapping fees - related party                                   160,739       227,155        70,000
Advertising expense                                                 194,755     2,160,245     3,172,392
Compensation expense                                              1,463,067     2,024,074     1,385,419
Professional fees                                                   868,148       556,201       475,900
General and administrative                                          864,629     1,238,880     1,810,410
Bad debt expense - TurfClub                                              --       377,000            --
Non-recurring charges - settlement costs                            608,525       866,453            --
Depreciation expense                                                134,966       230,997       100,461
                                                                ------------  ------------  ------------
           TOTAL EXPENSES                                         4,398,347     7,877,852     7,236,013
                                                                ------------  ------------  ------------
    OPERATING (LOSS)                                             (1,371,117)   (4,637,370)   (6,180,938)
                                                                ------------  ------------  ------------
          OTHER INCOME (EXPENSE):
Interest income                                                          --            --        42,845
Interest expense, including amortization of debt discount          (459,008)     (887,659)      (22,856)
Other non-cash cost of financing                                   (236,329)           --            --
Interest expense - related parties                                   (8,989)       (2,323)       (1,917)
                                                                ------------  ------------  ------------
    OTHER INCOME (EXPENSE) - NET                                   (704,326)     (889,982)       18,072
                                                                ------------  ------------  ------------
NET (LOSS)                                                      $(2,075,443)  $(5,527,352)  $(6,162,866)
                                                                ------------  ------------  ------------
Imputed non-cash dividend on Series C Preferred Stock                    --    (1,092,000)           --
                                                                ------------  ------------  ------------
NET (LOSS) USED IN PER SHARE CALCULATION                        $(2,075,443)  $(6,619,352)  $(6,162,866)
                                                                ============  ============  ============



Basic and diluted (loss) per share of common stock              $     (0.10)  $     (0.35)  $     (0.33)
                                                                ============  ============  ============
Basic and diluted weighted shares of common stock outstanding    20,240,472    18,801,491    18,745,241
                                                                ============  ============  ============

        The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>

<PAGE>
                                   GWIN, INC.
                 (FORMERLY GLOBAL SPORTS & ENTERTAINMENT, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
<S>                                                                          <C>           <C>           <C>
                                                                                          Years ended December 31,
                                                                          Seven Months    -----------------------
                                                                         ended  July  31,
                                                                             2002           2001          2000
                                                                             ----           ----          ----
CASH  FLOWS  -  OPERATING  ACTIVITIES:
  Net (loss)                                                              $(2,075,445)   $(5,527,352)  $(6,162,867)
                                                                          ------------  -------------  ------------
   Adjustments to reconcile net (loss) to net cash used in operations:
    Depreciation                                                              134,966        230,997       100,461
    Services paid with Warrants                                               390,492         18,333            --
    Services & settlements paid with Common Stock                             969,130        190,000       157,500
    Interest expense - issuance of Convertible Debt                           127,203        757,090            --
    Interest expense - issuance of Convertible Debt (Warrants portion)        276,922         71,995            --
    Decrease (increase) in:
      Accounts receivable                                                      93,697       (103,706)           --
      Prepaid expenses                                                       (135,534)            --            --
      Deposits & other assets                                                 (28,857)      (136,225)           --
    Increase (decrease) in:
      Deferred revenue                                                       (427,091)       463,935       358,990
      Accounts payable                                                        120,131        206,495       403,191
      Accounts payable - related parties                                           --         85,000            --
      Other current liabilities                                               (41,778)     1,371,573         1,917
                                                                          ------------  -------------  ------------
   Total adjustments                                                        1,479,281      3,155,487     1,022,059
                                                                          ------------  -------------  ------------
Total cash (used in) operating activities                                    (596,164)    (2,371,865)   (5,140,808)
                                                                          ------------  -------------  ------------
CASH FLOWS - INVESTING ACTIVITIES:
  Cash acquired in merger                                                          --          5,964            --
  Purchase of fixed assets                                                    (14,818)            --      (401,601)
                                                                          ------------  -------------  ------------
  Total cash provided by (used in) investing activities                       (14,818)         5,964      (401,601)
                                                                          ------------  -------------  ------------

CASH FLOWS - FINANCING ACTIVITIES:
  Proceeds from issuance of Convertible Debt                                  791,500        870,000            --
  Proceeds from issuance of Notes Payable - Related Parties                        --        166,666       150,000
  Proceeds from issuance of Preferred Stock                                        --      1,324,000     5,553,725
  Proceeds from issuance of Common Stock                                           --        200,000            --
  Payments on Lease Obligations                                               (34,863)      (224,828)      (86,650)
  Proceeds from conversion of Warrants & Options                              134,528             --            --
                                                                          ------------  -------------  ------------
Total cash provided by financing activities                                   891,165      2,335,838     5,617,075
                                                                          ------------  -------------  ------------

Net increase (decrease) in cash                                           $   280,183    $   (30,063)  $         0
Cash - beginning of the periods                                                44,603         74,666        74,666
                                                                          ------------  -------------  ------------
Cash - end of the periods                                                 $   324,786    $    44,603   $    74,666
                                                                          ============  =============  ============


SUPPLEMENTAL  SCHEDULE  OF  NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES:
     For  the  seven months ended July 31, 2002 and the years ended December 31, 2001  and  2000,  the  Company
paid  $-0-  for  income  taxes (all periods) and $22,206, $60,897 and 24,694 for interest,  respectively.  The
Company issued stock and warrants for services. For the seven months ended July 31, 2002 the  amounts  were
$969,130  in common  stock  and  $390,492  in  warrants; in 2001, $190,000 in common stock and $18,333  in
warrants  and,  in  2000, $157,500  in  common  stock.

        The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>
<PAGE>
                                   GWIN, INC.
                 (FORMERLY GLOBAL SPORTS & ENTERTAINMENT, INC.)
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>

                                    Preferred Stock         Common Stock         Discount-                               Total
                                    ---------------      ------------------      Common     Paid-In    Accumulated   Shareholders'
                                    Shares   Amount      Shares     Amount        Stock     Capital       Deficit       Equity
                                    ------  -------      ------     -------       ------    -------       -------       ------
<S>                                  <C>        <C>       <C>        <C>           <C>        <C>           <C>            <C>

Issuance of Founders' Shares,
January 15, 2000                       --  $    --    10,125,000  $    10,125   $(10,125)  $        --  $         --  $        --
Issuance of Preferred Stock for
services                          105,000      105            --           --         --       157,395            --      157,500
Issuance of Preferred Stock for
cash                            3,702,484    3,702            --           --         --     5,550,023            --    5,553,725
Net (loss) for year ended
December 31, 2000                      --       --                                                      $ (6,162,866) $(6,162,866)
                               ---------------------------------------------------------------------------------------------------

Balance, December 31, 2000      3,807,484  $ 3,807    10,125,000  $    10,125   $(10,125)  $ 5,707,418  $ (6,162,866) $  (451,641)
Shares of Series B Preferred
Stock issued in reorganization    475,048       48            --           --         --           (48)           --           --
Recapitalization adjustment    (3,807,484)  (3,807)  (10,125,000)     (10,125)    10,125         3,807            --
Conversion of Series B
Preferred Stock                  (475,048)     (48)   14,845,241        1,485         --        (1,437)           --           --
Acquired equity of IMSCO in
reorganization                         --       --     3,750,000          375         --      (113,779)           --     (113,404)
Issuance of Series C Preferred
Stock with warrants for cash       64,000        6            --           --         --     1,323,994            --    1,324,000
Issuance of Common Stock for
services                               --       --       200,000           20         --       189,980            --      190,000
Issuance of Common Stock for
cash                                   --       --       400,000           40         --       199,960            --      200,000
Issuance of Warrants for
services                               --       --            --           --         --       240,000            --      240,000
Issuance of Warrants with
Debentures                             --       --            --           --         --       719,232            --      719,232
Interest expense from issuance
of Debentures                          --       --            --           --         --       757,090            --      757,090
Net (loss) for the year ended
December 31, 2001                      --       --            --           --         --            --    (5,527,352)  (5,527,352)
Imputed non-cash dividend on
Series C Preferred Stock               --       --            --           --         --     1,092,000    (1,092,000)          --
                               ----------------------------------------------------------------------------------------------------
Balance, December 31, 2001         64,000        6    19,195,241        1,920         --    10,118,217   (12,782,218)  (2,662,075)
Issuance of Common Stock for
conversion of Warrants &
Options                                --       --        309,546          30         --       221,294            --      221,324
Issuance of Common Stock and
Warrants as payment for services
and settlements                        --       --      1,672,145         167         --     1,423,620            --    1,423,787
Issuance of Common Stock for
conversion of Debentures               --       --        108,771          11         --        76,553            --       76,564
Recorded value of Warrants
issued with Debentures                 --       --             --          --         --       204,783            --      204,783
Net (loss) for the seven months
ended July 31, 2002                    --       --             --          --         --            --    (2,075,443)  (2,075,443)
                               ----------------------------------------------------------------------------------------------------
Balance - July 31, 2002            64,000  $     6     21,285,703 $     2,128         --   $12,044,467  $(14,857,661) $(2,811,060)
                               ====================================================================================================

        The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>
<PAGE>
                          GWIN, INC. AND SUBSIDIARIES
                 (FORMERLY GLOBAL SPORTS & ENTERTAINMENT, INC.)

                   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 is a public shell, the transaction has been
reflected  as  a recapitalization of the accounting acquiror, Global Sports (See
Note  8).

Initially,  the  reverse  acquisition  included  a  California  corporation,
TurfClub.com  ["TurfClub"]  [See  Note  10].

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.

The  consolidated  financial  statements  of  the Company reflect the results of
operations  of EDGE and GLOBAL from July 11, 2001 through December 31, 2001. The
financial  statements  prior  to July 11, 2001 reflect the results of operations
and financial position of EDGE. Pro forma information on this transaction is not
presented  as,  at  the date of this transaction, Global Sports & Entertainment,
Inc.  [formerly known as IMSCO Technologies, Inc.] was considered a public shell
and  accordingly,  the  transaction  was  not considered a business combination.
Global  Sports  &  Entertainment,  Inc. is a Delaware corporation located in Las
Vegas,  Nevada.  The  Company  primarily  develops,  produces and markets sports
handicapping  analysis  and  information  via  television  and  the  internet.

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

On  May  23,  2002,  the  Company  filed  a Form 8-K to report that the Board of
Directors  had  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 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].

<PAGE>

[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  -  Revenue is recognized as services are rendered. On July
31,  2002,  the  Company  had  received  approximately  $263,000 in payments 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, 2002 deferred revenue from advertising agreements was
approximately  $133,000.  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,  2002,  the  Company  did  not  have  any  cash  equivalents.

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 - The Company has adopted Statement of
Financial  Accounting  Standards  ["SFAS"]  No. 128, "Earnings Per Share." Under
SFAS  128,  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.  Shares  issued in the reverse acquisition are reflected as
outstanding  for  all  periods  presented.  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  seven months ended July 31, 2002 and the years ended December 31, 2001

<PAGE>
and  2000  the  number of common stock equivalents excluded from the calculation
was  16,429,558,  14,281,245  and  4,440,445,  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 5% three year
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 $-0- for the seven months ended July 31, 2002
and  $757,090  and  $-0-  for  the  years  ended  December  31,  2001  and 2000,
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  basis  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.

ADVERTISING EXPENSES - The Company expenses advertising costs as incurred. Total
advertising  costs  for the seven month period ended July 31, 2002 and the years
ended  December 31, 2001 and 2000 amounted to approximately $195,000, $2,160,000
and  $3,172,000,  respectively.

CAPITALIZATION  OF  SOFTWARE  DEVELOPMENT  COSTS  -  The costs of developing the
Company's  websites  and  internal  computer  software  are  accounted  for  in
accordance  with  SOP  98-1,  "Accounting  for  the  Cost  of  Computer Software
Developed or Obtained for Internal Use", as software developed for internal use.
SOP  98-1  requires  that  all costs related to the preliminary project stage in
which  the  nature  of  the project and the strategy to attain the objectives is
explored  are  expensed.  The  next  stage,  the  application development stage,
includes  external  directs  costs of materials and services as well as internal
costs  for  payroll  and  other  costs,  which  are  capitalized.

RECLASSIFACTION - Certain prior year amounts have been reclassified to conform
to current year's financial statement presentation.
<PAGE>

[3]  GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
generally  accepted accounting principles which contemplates 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
seven-month  period  ended July 31, 2002, the Company has a loss from operations
of  approximately  $1,371,000,  a  working  capital  deficiency of approximately
$3,013,000  and  an  accumulated  deficit  of  approximately  $14,858,000. These
conditions  raise substantial 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  necessary  in  the  event  the  Company  cannot  continue  in  existence.

[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, 2002, the Company had
approximately  $180,000  in  a  financial  institution that is subject to normal
credit  risk  beyond insured amounts.  At December 31, 2001, the Company did not
have  any  amounts in a financial institution that were 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  as  a  condition  of  service.

[5]  PROPERTY AND EQUIPMENT

The  following  details  the  composition  of  property  and  equipment:

                                         Accumulated
  At  July  31,  2002          Cost      Depreciation     Net
                               ----      ------------     ---

Television  Studio  Set       $151,603    $ 102,637    $  48,966
Website  &  other              264,818      172,549       92,269
                              --------    ---------    ---------
 TOTALS                       $416,421    $ 275,186    $ 141,235
                              ========    =========    =========
At  December  31,  2001

Television  Studio  Set       $151,603    $  73,159    $  78,442
Website  &  other              250,000      123,718      126,282
                              --------    ---------    ---------
 TOTALS                       $401,601    $ 196,877    $ 204,724
                              ========    =========    =========

Depreciation  expense, excluding assets under capital lease obligations, for the
seven-month period ended July 31, 2002 and the years ended December 31, 2001 and
2000  amounted  to  $78,309,  $133,847  and  $63,080  respectively.

<PAGE>
[6]  DEPOSITS  AND  OTHER  ASSETS
Deposits  and  other  assets  comprised  the  following:

                                           July 31, December 31,
                                           -------  -----------
                                            2002      2001
                                          --------  --------
Deposits with credit card processors      $165,081  $136,225
Pre-paid contract for financial services   186,667   221,667
                                          --------  --------
Total                                     $351,748  $357,892
                                          ========  ========

[7]  LONG  -  TERM  DEBT

Long  -  term  debt  is  as  follows:
<TABLE>
<CAPTION>
                                                             July 31,   December 31,
                                                           -----------  -----------
                                                               2002        2001
                                                           -----------  -----------
<S>                                                            <C>          <C>
Convertible Debentures (5%) due August 31, 2003            $  820,000   $ 870,000
Convertible Note (13%) payable in monthly installments of
      $50,000 commencing September 28, 2002                   750,000          --
Convertible Debentures (5%) due August 31, 2004               175,000          --
Capital leases                                                 95,049     129,912
                                                           -----------  ----------
Total                                                       1,840,049     999,912
Less - amounts reflected as current liabilities              (643,303)    (89,176)
                                                           -----------  ----------
                                                            1,196,746     910,736
Less - unamortized debt discount                             (805,913)   (647,237)
                                                           -----------  ----------
TOTAL LONG - TERM DEBT                                     $  390,833   $ 263,499
                                                           ===========  ==========
</TABLE>

Long  -  term  debt  at  July  31,  2002  matures  as  follows:

                      2003      $  643,303
                      2004       1,021,746
                      2005         175,000
                              ------------
               TOTAL          $  1,840,049
                              ============

The  13% Convertible Note ($750,000, of which $550,000 is due in the year ending
July  31, 2003) may, at the discretion of the Company, be repaid by the issuance
of  common  stock  of  the  Company  (See  Note  8).

[8]  STOCKHOLDERS'  DEFICIT

CONVERTIBLE  DEBT  and  WARRANTS  - During the seven-month period ended July 31,
2002,  the  Company sold a convertible note with a principal amount of $750,000.
The  note  bears  interest at annual rate of 13%, matures in November, 2003, and
may  be  repaid,  at  the option of the Company, by issuance of shares of common
stock valued at market price at the time of each installment payment. The lender
<PAGE>
has  the right to request repayment by issuance of shares of common stock with a
valuation  of  $0.80 per share.  The Company also issued to the lender a warrant
for  the purchase of 250,000 shares of common stock at an average price of $0.99
per  share  which  expires  on  June  27,  2007.

     In addition, the Company sold four convertible debentures with an aggregate
principal  amount of $175,000. The debentures bear interest at an annual rate of
5%  and the principal amount plus accrued interest will automatically convert to
an  aggregate  of  approximately 385,000 shares of common stock in August, 2004.
The detachable warrants issued in conjunction with this debt have been valued at
$96,348  by management. The value of these warrants is being charged to interest
expense  over  the  life  of  the  related  debt.

     After  deducting fees and expenses paid to the buyers and other agents, the
net proceeds for the sale of the convertible note and the convertible debentures
amounted  to  $791,500.

During  the  year  ended  December  31,  2001  the following securities activity
occurred:

COMMON  STOCK  -  The  Company sold 400,000 shares of common stock and granted a
warrant  to  purchase  400,000  shares  of  common stock at $1.00 per share to a
member  of  its  Board  of  Directors  for  $200,000.

CONVERTIBLE PREFERRED STOCK - The Company issued approximately 475,050 shares of
Series  B  convertible  preferred  stock  as part of the recapitalization of the
Company  on  July  11,  2001 (See Note 1). These shares included 4,800 shares of
Series  B  convertible  preferred stock [convertible to 150,000 shares of common
stock],  which  were  issued as payment for a brokers' commission resulting in a
charge  to  operations  of  $150,000.  All  of  our Series B preferred stock was
converted  on  August  27,  2001  into  common  stock  on  a  31.25:1  basis.

On  July  11,  2001,  the  Company  sold  64,000 units of the Company's Series C
convertible  preferred  stock  for  $1,324,000  (net  of  broker's commission of
$176,000  including $150,000 paid to a related party). Each unit consists of one
share  of  Series C convertible preferred stock and one warrant with an exercise
price  of  $31.25  for  an  additional  share  of  Series  C stock. The Series C
convertible preferred stock has a conversion rate that varies with dilution. The
base  conversion  rate  of 31.25:1 has subsequently increased to 46.875:1 due to
anti-dilution  provision  adjustments  of  the  stock. The beneficial conversion
feature  representing  that  50%  imputed  discount  and totaling $1,092,000 was
charged  to  retained  earnings  in  a  manner  analogous  to  a  dividend.

The  agreement  for  sale  of the Company's Series C convertible preferred stock
includes  a  provision  which requires the issuance of additional shares of that
stock  in  the  event  that  the  Company  fails  to  register the common shares
underlying  the Company's Series C convertible preferred stock by June 20, 2002.
The  financial  statements  for  the  seven months ended July 31, 2002 include a
non-cash  financing  charge of $236,239 to reflect the obligation to issue those
additional  shares.  That amount is reflected in current liabilities at July 31,
2002.

WARRANTS  AND  CONVERTIBLE  DEBENTURES - The Company issued warrants to purchase
1,815,400  shares  at $1.00 per share and 5% convertible debentures to investors
<PAGE>

for  approximately  $936,000  during  the  year  ended  December  31,  2001. The
debentures  will  convert  upon  demand to 1,815,400 shares of common stock. The
detachable  warrants  issued  in  conjunction with this debt have been valued at
$719,232  by  management.  The  value  of  these  warrants  is  being charged to
operating  expense  over  the  life  of  the  related  debt.

On  November  2,  2001,  the  Company  also issued a warrant to purchase 600,000
shares  of  stock  at $0.10 per share as payment for financial advisory services
for  a  period  of 4 years. These services were valued at $240,000 and are to be
amortized  over  the  life  of  the  agreement. The charge to operations totaled
$18,333  for  the  year  ended  December  31,  2001.

OPTIONS  AND  WARRANTS  AT  JULY  31,  2002
As  of  the date of the reverse merger, the Company and its subsidiary, EDGE,had
2,194,246  options  outstanding  after giving effect to the one-for-four reverse
split  and merger adjustments. The following is a summary of option transactions
for  the  period  after  the  reverse  merger:

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

Outstanding at July 11, 2001          2,194,246       $2.22
Granted                                      --          --
Exercised                               (33,830)       1.41
Canceled                                     --          --
                                      ---------     --------

 OUTSTANDING AT JULY 31, 2002         2,160,416       $2.24
                                     ==========     ========

EXERCISABLE AT JULY 31, 2002          2,160,416       $2.24
                                     ==========     ========

The following table summarizes information about stock options at July 31, 2002:

                   Weighted Average Outstanding and Exercisable Stock Options
                   ----------------------------------------------------------
                                              Remaining         Weighted-Average
Exercise  Prices           Shares         Contractual  Life     Exercise  Price
---------------            ------         ----------------      ----------------

$1.00  -  $7.50           2,160,416           4  years                $2.24

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. Due
to  the  effects  of  the  reverse merger, the Company believes that for options
granted  prior  to  the  reverse  merger  date, the results of the Black-Scholes
<PAGE>

computation  are  not meaningful. There were no options granted during the seven
months  ended  July  31,  2002  or  for  the  year  ended  December  31,  2001.

As  of the date of the reverse merger, the Company and its subsidiary, EDGE, had
2,246,199  warrants  to  purchase  common  stock outstanding. The following is a
summary  of  warrant  transactions  for  the  period  after  the reverse merger:

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

Outstanding at July 11, 2001             2,041,519           $1.77
Issued for services                      1,988,889            0.63
Issued with convertible debt             3,144,367            0.90
Issued with Series C Preferred Stock     2,000,000            1.00
                                      ------------     -----------

   OUTSTANDING AT JULY 31, 2002          9,174,775           $1.06
                                      ------------     -----------

   EXERCISABLE AT JULY 31, 2002          9,174,775           $1.06
                                      ------------     -----------

     On  June 18, 2002, shareholders 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,
2002,  no  options  had  been  granted  under  the  plan.

[9]  PROVISION  FOR  INCOME  TAXES

The operating loss carry forwards at July 31, 2002, [assuming all operating loss
carry forwards will be available] amount to approximately $13,000,000. Such loss
carry  forwards  will  expire  as  follows:  approximately  $6,000,000  in 2020,
$5,000,000  in 2021 and $2,000,000 in 2022. At July 31, 2002 based on the amount
of  operating  loss  carry  forwards,  the Company would have had a deferred tax
asset  of  approximately $4,080,000. 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 $4,080,000 has been established.
Accordingly,  no  deferred tax asset is reflected in these financial statements.
The  corresponding  amounts  at  December  31,  2001  were  $3,740,000.

As  part of the reverse acquisition (Note 1), the Company acquired net operating
losses  of  IMSCO  of  approximately $10,640,000. Pursuant to Section 382 of the
Internal  Revenue  Code,  utilization  of  these  losses  will  be  limited  to
approximately  $285,000 subject to a maximum annual utilization of approximately
$15,000  per  year  through  2021.  At  July  31, 2002, the Company would have a
deferred  tax  asset  of  approximately  $97,000  from  these  acquired  losses.
<PAGE>

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  $97,000 has been established.  Accordingly, no deferred tax asset
is  reflected  in  these  financial  statements.

[10]  NON-RECURRING  CHARGES

During  the  seven  months ended July 31, 2002, the Company reached a settlement
with  an  individual  who  is  both  a  shareholder  and  executive  officer  of
TurfClub.com.  This  settlement represents the final action required to conclude
the  rescission  of  the  2001 reverse merger as it relates to TurfClub.com. The
settlement provides for payment of $90,000, $15,000 of which was paid on October
16,  2002,  and  the remaining $75,000 payable in increments of $5,000 per month
over the next 15 months, the issuance of a warrant to purchase 450,000 shares of
common  stock  for  $0.50 per share and the issuance of 166,650 shares of common
stock.  The  estimated  cost  of  approximately  $287,000  has  been  charged to
operations.  The  settlement  agreement  was  executed  on  September  26, 2002.

The  Company  also  reached  an  agreement in the matter of a breach of contract
litigation  with  a former landlord and concluded arbitration with an individual
regarding  a  sports celebrity agreement from 2000. The financial statements for
the seven months ended July 31, 2002 reflect a non-recurring charge of $ 227,000
for  the  excess  of  the  estimated  aggregate  costs of those settlements over
amounts  previously  recorded.

During  the  year  ended  December  31,  2001,  the  Company  incurred  certain
non-recurring charges related to the rescission of the merger with TurfClub.com.
These  charges  include  approximately  $377,000  advanced  to the management of
TurfClub.com  for normal operating expenses. Management has deemed these amounts
uncollectible from TurfClub, and has charged the items to operations as bad debt
expense.  The  statements  for  that  period  also  reflect  estimated  costs of
settlements with shareholders of TurfClub who were not involved in management or
in  the  matters  which  gave rise to the decision to rescind the element of the
reverse  merger  that involved TurfClub. The agreements provided for issuance of
shares  of  common  stock  and warrants in exchange for mutual releases from all
parties.  The  amount  provided  for  these  costs  was  approximately $866,000.

[11]  CHANGE  IN  FISCAL  YEAR.

As described in Note 1, the Company adopted a new fiscal year effective July 31,
2002.  The seven month period ended July 31, 2002 effects the transition to that
new  fiscal  year.  Summarized  statement  of  operations  information  for  the
transition  period  is  as  follows:

                                      Seven Months ended July 31,
                                      ---------------------------
                                                      (Unaudited)
                                          2002           2001
                                          ----           ----
Revenues                              $ 3,027,230   $   993,143
Operating (loss)                       (1,371,117)   (1,052,831)
Net (loss)                            $(2,075,443)  $(1,092,511)

(Loss) per share, basic and diluted   $     (0.10)  $     (0.06)


<PAGE>

[12]  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.

[13]  RELATED  PARTY  TRANSACTIONS

In  September  2001, we entered into a financial advisory agreement with Keating
Investments,  LLC,  an  entity related to one of our Directors. 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 a
purchase  price  of  $0.10  per  share,  exercisable  until  September 10, 2006.

In  November,  2001,  the  Company  entered into note payable agreements with an
officer  and  a member of the Board of Directors of the Company for $50,000 each
plus  interest  accrued at 12% annually. At July 31, 2002 and December 31, 2001,
the  Company  had  a  balance of $100,000 outstanding under this agreement, with
accrued  interest  of  $7,323  and  $2,323, respectively. The notes plus accrued
interest  were  payable on June 30, 2002 and are therefore classified as current
liabilities.

Long  -  term debt includes convertible debentures held by officers and a member
of the Board of Directors of the Company with a face value of $176,666. See Note
7  on  long  -  term  debt.

During  2001,  Global paid approximately $227,000 to Wayne Root for handicapping
services,  Mr.  Root is an Officer and Director of the Company. The $227,000 was
charged  to  handicapping  fees.

The  Company  also sold 400,000 shares of common stock and granted 400,000 stock
warrants  with  an  exercise  price of $1.00 per share to an entity related to a
member  of  its  Board  of  Directors  for  $200,000  (See  Note  8).

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, a director of our company and our former
President  and  Chief Executive Officer, is the Managing Member and President of
Keating  Investments,  LLC  (See  Note  8).

[14]  COMMITMENTS  AND  CONTINGENCIES


<PAGE>
CAPITAL  LEASES  -  The  Company  is the lessee of office and computer equipment
under  nine  (9)  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
                                           -----      ------------         ----
Office  Fixtures  and  Equipment
At  July  31,  2002                     $  291,390    $  191,239      $  100,151

At  December  31,  2001                 $  291,390    $  134,580      $  156,810

Depreciation  of  assets  under  capital  leases  charged  to  expense  for  the
seven-month period ended July 31, 2002 and the years ended December 31, 2001 and
2000  was  $56,660,  $97,130  and  $37,450  respectively.

Minimum  future  lease  payments  under  capital leases for each of the next two
fiscal  years  and  in  the  aggregate  are:

2003  (August  1, 2002 - July 31, 2003)             $ 114,813
2004                                                    1,350
                                                    ----------
Total Minimum Lease Payments                          116,163
Less:  Amount  Representing  Interest                 (21,114)
                                                    ----------
Present  Value  of  Net  Minimum  Lease  Payments      95,049
Less:  Current  Portion                               (93,303)
                                                    ----------
   LONG-TERM PORTION                                $   1,746
                                                    ==========

OPERATING  LEASES  -  At  July  31,  2002,  the Company has two operating leases
for  office  space  that  expire  in  November  2003 and January 2004. One lease
grants  an option for renewal for an additional three (3) years. The leases have
monthly  payment obligations of $3,278 and $8,520, 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, 2002 are as follows:

Year  ending                      Operating
July  31,                          Leases
------------                      ---------
   2003                           $148,000
   2004                             63,000
   Thereafter                            0
                                  ---------
Total                             $211,000
                                  =========

<PAGE>

Rent  expense  for  the seven months ended July 31, 2002 and for the years ended
December  31,  2001  and  2000 was approximately $80,000, $138,000 and $145,000,
respectively,  and  was  charged  to  operations.

[15]  LEGAL  MATTERS

In the normal course of business, the Company is exposed to a number of asserted
and  unasserted potential claims. Management, after review and consultation with
counsel, believes it has meritorious defenses and considers that any liabilities
from these matters would not materially affect the financial position, liquidity
or  results  of  operations  of  the  Company.

[16]  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

The  Company  adopted  Statement  of Financial Accounting Standards ["SFAS"] No.
107,  "Disclosure  About  Fair  Value  of Financial Instruments," which 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.

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.

[17]  SUBSEQUENT  EVENTS (UNAUDITED)

Subsequent to year end, we entered into an agreement with Newmarket Investments
plc (formerly The British Bloodstock Agency, plc ("BBA")), an existing debenture
holder.  BBA  currently  holds  a $500,000 5% Convertible Debenture, maturing in
August  2004,  convertible  at BBA's option to 1,000,000 shares of common stock,
and  a  warrant  to  purchase  1,000,000 shares of common stock, exerciseable at
$1.00  and  expiring  on  August  31,  2005.

BBA  has  invested  an  additional $700,000, in exchange for which the principal
amount  of  their  currently  outstanding  debenture was increased to $1,200,000

<PAGE>

which  is convertible into 3,428,571 shares of common stock.  The exercise price
for the debt conversion was reduced to $0.35 per share, and the price is subject
to  further  adjustment based on operating income and net revenue for the fiscal
year  ending July 31, 2003. This beneficial conversion will result in a non-cash
financing  charge in the first quarter of fiscal 2003 of approximately $425,000.

In  addition, BBA has extended an unsecured standby credit facility of $250,000,
payable  on  March  31,  2003  and bearing interest at an annual rate of 16%. As
consideration for these investments, the Company has also agreed to exchange the
warrant  currently  held  by  BBA  for a warrant to purchase 3,000,000 shares of
common  stock  at  $0.35 expiring on August 31, 2005. The exercise price of both
the  warrants  and  the convertible debt is subject to modification based on any
other  conversions  by  any  other  shareholders  or noteholders which result in
conversion  to  common  stock at an exercise price of less than $0.35 per share.

The  Company  also  agreed  to  engage  an  executive  of  BBA as an operational
consultant  for  90  days and as a senior executive officer at the conclusion of
that  period.  An  executive  of  BBA will also be nominated for election to the
Board  of  Directors  of  the  Company.

<PAGE>

ITEM 8. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.

NONE
                                    PART III

ITEM 9. IDENTIFICATION OF DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

EXECUTIVE OFFICERS AND DIRECTORS

         Set forth below is certain information concerning our executive
officers and directors, including their age as of October 25, 2002. Our
directors serve for a term of one year or until their successors are elected and
qualified. Our officers serve at the discretion of our board of directors. There
are no family relationships among our Directors and Officers.

     The resignation of Mr. Ralph Papitto on September 9, 2002 has left one
vacancy on our Board of Directors, which we intend to fill by appointing Mr.
Simon Hayes as a Director. Mr. Hayes' appointment will become effective upon the
closing of our agreement with Newmarket Investments plc (formerly British
Bloodstock Agency). For further discussion, please refer to the section titled
"Certain Relationships and Related Party Transactions."


<TABLE>
<CAPTION>
                NAME                        AGE                                  TITLE
                ----                        ---                                  -----
<S>                                         <C>                                   <C>
Wayne Allyn Root . . . . . . . . .          40       Chairman of the Board and Chief Executive   Officer

Douglas R. Miller  . . . . . . . .          55       President, Chief Operating Officer, Chief Financial Officer,
                                                     Secretary and Director

David P. Hanlon    . . . . . . . .          56       Director

Edward J. Fishman  . . . . . . . .          58       Director

Timothy J. Keating . . . . . . . .          39       Director

John T. Manner   . . . . . . . . .          55       Director

Simon Hayes . . . . . .  . . . . .          41       Director and (untitled) Senior Executive Officer (both nominated)

</TABLE>

     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. Mr. Root does not hold a directorship in any other public company.

     DOUGLAS R. MILLER has served as our president, chief operating officer,
secretary and director since our reorganization in July 2001. Mr. Miller has
also served as our chief financial officer since November 2001. 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. Mr. Miller does not hold a directorship in any other public company.

     DAVID P. HANLON has served as a director since September 2001. Mr. Hanlon
has been employed as an independent business consultant since 1998. From 1996 to
1998, Mr. Hanlon served as president and chief operating officer of Rio Suites
Hotel & Casino. Mr. Hanlon holds a degree from Cornell University and a MBA from
the Wharton School of Business at the University of Pennsylvania. Mr. Hanlon
does not hold a directorship in any other public company.

     EDWARD J. FISHMAN has served as a director since August 2001. Between 1998
and 2001, Mr. Fishman was employed as an independent marketing and gaming
consultant. Mr. Fishman has over 18 years experience in the gaming industry and
has served as a marketing and strategic planning consultant to casinos
worldwide. Mr. Fishman currently holds directorships in two other public
companies, Laserlock, Inc. and Interactive Solutions Company.

<PAGE>

     TIMOTHY J. KEATING served as our chief executive officer from August 1999
to July 2001, and has served as our director since August 2001. Mr. Keating is
currently the president of Keating Investments, LLC, a licensed broker-dealer
and registered investment advisor, a position he has held since 1989. Mr.
Keating holds an A.B. degree in economics from Harvard College. Mr. Keating does
not hold a directorship in any other public company.

     JOHN T. MANNER has served as a director since September 2001. Mr. Manner
has served as president of John Manner Insurance Agency Inc since 1972. Mr.
Manner holds a B.S. degree from Milliken University and an M.S. degree from
Indiana University. Mr. Manner does not hold a directorship in any other public
company.

     SIMON HAYES has been nominated to fill a vacancy on our Board of Directors,
and to fill an unnamed Senior Executive Officer position, both positions to be
effective upon closing our agreement with Newmarket Investments plc. Mr. Hayes
has served as Chief Executive Officer and Director of Newmarket Investments plc,
a publicly traded investment company (on the London Stock Exchange), since 2001.
He intends to maintain his positions as officer and director to Newmarket, as
they are require complementary time commitments. From 1998 to 2001, Mr. Hayes
was retired. From 1997 to 1998, Mr. Hayes served as Managing Director to UBS
Securities (East Asia) Ltd., an international brokerage firm.

     There are no family relationships among our executive officers and
directors.

      None of the foregoing Directors or Executive Officers during the past
five years:

         (1)  Had any bankruptcy petition filed by or against any business of
              which such person was a general partner or executive officer
              either at the time of the bankruptcy or within two years prior to
              that time;

         (2)  Been convicted in a criminal proceeding or subject to a pending
              criminal proceeding;

         (3)  Been subject to any order, judgment, or decree, not subsequently
              reversed, suspended or vacated, of any court of competent
              jurisdiction, permanently or temporarily enjoining, barring,
              suspending or otherwise limiting his involvement in any type of
              business, securities, futures, commodities or banking activities;
              and

         (4)  Been found by a court of competent jurisdiction (in a civil
              action), the Securities and Exchange Commission or the Commodity
              Futures Trading Commission to have violated a federal or state
              securities or commodities law, and the judgment has not been
              reversed, suspended, or vacated.

<PAGE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file certain reports
regarding ownership of, and transactions in, the Company's securities with the
Securities and Exchange Commission (the "SEC"). Such officers, directors and 10%
stockholders are also required by SEC rules to furnish the Company with copies
of all Section 16(a) forms that they file.

         Based solely on its review of copies of Forms 3 and 4 and amendments
thereto furnished to the company pursuant to Rule 16(a)-(e) and Forms 5 and
amendments thereto furnished to the company with respect to the last fiscal
year, and any written representations referred to in Item 405(b)(2)(i) of
Regulation S-B stating that no Forms 5 were applicable to the company's
officers, directors and 10% stockholders, the company has determined that
there were deficiencies in compliance.

     Based upon our review, the following individuals and entities have not
Filed Section 16 reports in a timely manner. We do not have specific information
Regarding the number of transactions which may have been performed by each or
all Of the following individuals or entities:

Wayne  Allyn  Root - Forms 3, 4 and 5
Douglas  R.  Miller - - Forms 3, 4 and 5
David  P.  Hanlon - - Forms 3, 4 and 5
Edward  J.  Fishman - Forms 3, 4 and 5
Ralph  R.  Papitto - Forms 3, 4 and 5
Timothy  J.  Keating - one undisclosed transaction on Form 4
John  T.  Manner - Forms 3, 4 and 5
Newmarket Investment, plc - Forms 3, 4 and 5
Trilium Holdings Ltd. - Forms 3, 4 and 5
Laurus Master Fund, Ltd - Forms 3, 4 and 5


ITEM 10: EXECUTIVE COMPENSATION

         The following table sets forth the compensation paid to our Chief
Executive Officer and our other executive officers during the fiscal period
ended July 31, 2002 and the fiscal years ended December 31, 2001 and 2000.

<TABLE>
<CAPTION>

                                        COMPENSATION FOR THE    LONG-TERM
                                                 PERIOD       COMPENSATION
                                                               SECURITIES
                                                               UNDERLYING
                                                                OPTIONS    ALL OTHER
NAME & POSTION                   YEAR       SALARY     OTHER    GRANTED  COMPENSATION
<S>                               <C>        <C>         <C>       <C>       <C>

Wayne Allyn Root; Chairman &
Chief Executive Officer          2002      $68,077    $163,262    --          --
                                 2001      $165,000   $227,000    --          --
                                 2000      $180,000   $70,000   106,551       --

Douglas R. Miller; President
& Chief Financial Officer        2002      $92,115       --       --          --
                                 2001      $173,845      --       --          --
                                 2000      $180,000      --     106,551       --

Timothy J. Keating; former
Chief Executive Officer          2002         --         --       --          --
                                 2001         --         --       --          --
                                 2000         --      $75,000     --          --
</TABLE>

-       The amounts set forth above for Mr. Root represent compensation paid to
        him beginning on December 6, 1999 when he become an executive officer
        of Global SportsEDGE, Inc., which became a wholly-owned subsidiary of
        our company as a result of our reorganization in July 2001. Other
        compensation represents handicapping fees earned.

-       Other compensation for Mr. Root in 2001 includes $74,000 earned but not
        paid.

-       The amounts set forth above for Mr. Miller represent compensation paid
        to him beginning on December 6, 1999 when he became an executive
        officer of Global SportsEDGE, Inc.

-       Mr. Keating served as our Chief Executive Officer from August 1999 to
        July 2001. As compensation for serving as our Chief Executive Officer,
        we granted Mr. Keating, on October 13, 2000, a total of 200,000 shares
        of our common stock, which had a fair market value of approximately
        $75,000 on the date of grant.
<PAGE>

OPTION GRANTS IN LAST FISCAL YEAR

         The following table sets forth option grants to our Chief Executive
Officer and our other executive officers during the fiscal period  ended July
31, 2002.
<TABLE>
<CAPTION>
                                                        PERCENT OF
                                      NUMBER OF        TOTAL OPTIONS
                                     SECURITIES         GRANTED TO     EXERCISE
                                      UNDERLYING       EMPLOYEES IN     PRICE       EXPIRATION
                                    OPTIONS GRANTED    FISCAL PERIOD   PER SHARE       DATE
                                                           2002
                                    ----------------  --------------- ----------- ------------
<S>                                   <C>               <C>              <C>            <C>
Wayne Allyn Root                       --                N/A
Chairman and Chief Executive Officer

Douglas R. Miller                      --                N/A
President and Secretary

Timothy J. Keating                     --                N/A
Former Chief Executive Officer
</TABLE>

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND OPTION VALUES AS OF JULY
31, 2002

         The following table sets forth information concerning option exercises
and option holdings for the year ended July 31, 2002 with respect to our
Chief Executive Officer and each of our other executive officers.
<TABLE>
<CAPTION>
                      SHARES
                     ACQUIRED                            NUMBER OF SECURITIES        VALUE OF UNEXERCISED
                        ON              VALUE          UNDERLYING UNEXERCISED        IN-THE-MONEY OPTIONS
NAME                 EXERCISE          REALIZED        OPTIONS AT JULY 31,2002         AT JULY 31, 2002
                                                     EXERCISABLE     UNEXERCISABLE
<S>                     <C>             <C>                   <C>         <C>             <C>
Wayne Allyn Root           --               --           106,551           --             --
Douglas R. Miller          --               --           106,551           --             --
Timothy J. Keating         --               --                --           --             --

</TABLE>

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of October 25, 2002 with respect to the
shares of Common Stock beneficially owned by (i) each director; (ii) each person
(other than a person who is also a director) who is an executive officer; (iii)
all executive officers and directors as a group and (iv) each beneficial owner
(other than directors and named executive officers) of more than 5% of our
Common Stock. The term "executive officer" is defined as the President, Chief
Operating Officer/Treasurer, any vice-president in charge of a principal
business function (such as administration or finance), or any other person who
performs similar policy making functions for the Company.

     Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock subject to options,
warrants or convertible securities exercisable or convertible within 60 days are
deemed outstanding for computing the percentage of the person or entity holding
such options, warrants or convertible securities but are not deemed outstanding
for computing the percentage of any other person, and is based on 37,715,261
shares issued and outstanding on a fully diluted basis, as of October 25, 2002.
<TABLE>
<CAPTION>

                                                              NUMBER OF        PERCENTAGE
                                                          COMMON SHARES HELD    OF CLASS
TITLE OF CLASS                  NAME AND ADDRESS (1)       OR CONVERTIBLE        OWNED
<S>                                <C>                            <C>             <C>
Common and 5%
Convertible Debt            Wayne Allyn Root (2)                5,010,024      13.3%

Common and 5%
Convertible Debt            Douglas R. Miller (3)               3,889,019      10.3%

Common and Series C
Preferred                   Timothy J. Keating (4)              5,225,874      13.8%

Common                      Edward J. Fishman                     532,756       1.4%

Common and 5%
Convertible Debt            John T. Manner (5)                  1,265,772       3.4%

<PAGE>

Common                      David P. Hanlon (6)                   106,551         *

Common                      Simon Hayes (7)                             *         *

                            Directors and executive
                            Officers as a group
                            (7 persons)                        16,029,996      42.5%

Common and 5%
Convertible Debt            Newmarket Investment, plc (8)       2,000,000       5.3%

Series C Preferred          Trilium Holdings Ltd. (9)           1,666,667       4.4%

Common and 13%
Convertible Note            Laurus Master Fund, Ltd. (10)       2,125,000       5.6%

</TABLE>

(1)  Unless otherwise noted, the address for each of the named directors and
     officers is: 5092 South Jones Blvd., Las Vegas, Nevada 89188.

(2)  Amount also includes Mr. Root's stock options to acquire 106,551 shares of
     common stock at an exercise price of $1.41, warrants to purchase 400,000
     shares at an exercise price of $0.50, 106,552 shares of common stock owned
     by Mr. Root's minor children, 100,000 common shares to be issued upon
     conversion of a 5% Convertible Debenture and warrants to purchase 100,000
     shares at an exercise price of $1.00 related to that Debenture.

(3)  The shares are held in the name of Kerlee Inter Vivos Trust for which Mr.
     Miller is a beneficiary. Amount also includes Mr. Miller's stock options to
     acquire 106,551 shares of common stock at an exercise price of $1.41,
     33,333 common shares to be issued upon conversion of a 5% Convertible
     Debenture held by Mr. Miller's wife and warrants to purchase 33,333 shares
     at an exercise price of $1.00 related to that Debenture.

(4)  Amount also includes Mr. Keating's shares of Series C Preferred Stock, that
     are held by him and through an affiliated entity, that are convertible into
     1,720,000 shares of common stock and related warrants to purchase 1,146,667
     shares of common stock at an exercise price of $1.00. Also includes
     warrants held by him through an affiliated entity to acquire 600,000 shares
     of common stock at an exercise price $0.10, 400,000 common shares held by
     him through an affiliated entity and a related warrant to purchase 400,000
     shares of common stock at an exercise price of $1.00 and a warrant to
     purchase 400,000 shares at an exercise price of $0.50 per share.

(5)  Amount also includes Mr. Manner's stock options to acquire 168,465 shares
     of common stock at an exercise price of $1.41, 220,000 common shares to be
     issued upon conversion of a 5% Convertible Debenture and warrants to
     purchase 220,000 shares at an exercise price of $1.00 related to that
     Debenture.

(6)  Amount also includes Mr. Hanlon's stock options to acquire 106,551 shares
     of common stock at an exercise price of $1.41.

(7)  Mr. Hayes has been nominated to serve as both a director and a senior
     executive officer. He is Chief Executive Officer of Newmarket Investments,
     plc, but does not hold a control ownership position in the company. His
     address is: Queensberry House, 129 High Street, Newmarket, Suffolk, CB8
     9WP, UK.

(8)  Represents 1,000,000 shares underlying a 5% Convertible Debenture, maturing
     in August 2004, and 1,000,000 shares of common stock underlying a warrant,
     exerciseable at $1.00 and expiring on August 31, 2005. The address for
     Newmarket Investments is: Queensberry House, 129 High Street, Newmarket,
     Suffolk, CB8 9WP, UK

(9)  Represents 21,333 shares of Series C convertible preferred stock that are
     convertible into 1,000,000 common shares and an associated warrant to
     purchase 666,667 shares at an exercise price of $1.00. The address for
     Trilium Holdings is: Charlotte House, Charlotte Street, P.O. Box 9204,
     Nassau, Bahamas.

(10) Represents 1,875,000 shares of common stock underlying 13% Convertible Note
     and 250,000 shares of common stock issuable upon exercise of warrant issued
     in connection with the 13% Convertible Note. The address for Laurus is:
     P.O. Box 1234 Queensgate House, South Church Street, Grand Cayman, Cayman
     Islands

*    Represents less than 1% owned

                      Equity Compensation Plan Information


<TABLE>
<CAPTION>



                                     Number of
                                     securities to be
                                     issued upon         Number of
                                     exercise of         Weighted average        securities
                                     outstanding         exercise price of       remaining
                                     options, warrants   outstanding options,    available for
Plan category                         and rights         warrants and rights     future issuance
<S>                                       <C>                 <C>                    <C>
                                          (a)                 (b)                    (c)
Equity compensation
plans approved by security holders    3,000,000 Common  Not determinable        3,000,000 Common

Equity compensation
plans not approved by
security holders                          None                N/A                    none

Total                                 3,000,000 Common  Not determinable        3,000,000 Common
</TABLE>

<PAGE>

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


     On August 21, 2002, we entered into an agreement with Newmarket Investments
plc (formerly The British Bloodstock Agency, plc ("BBA")), an existing
shareholder. BBA currently holds a $500,000 5% Convertible Debenture, maturing
in August 2004, convertible at BBA's option to 1,000,000 shares of common stock,
and a warrant to purchase 1,000,000 shares of common stock, exerciseable at
$1.00 and expiring on August 31, 2005. BBA has invested an additional $700,000,
in exchange for which we have increased the principal amount of their currently
outstanding debenture to $1,200,000, convertible into 3,428,571 shares of common
stock. The exercise price for the debt conversion was reduced to $0.35 per
share, and the price is subject to further adjustment based on our operating
income and net revenue for the fiscal year ending July 31, 2003, as described in
Section 6.5 of the modified agreement. All other terms,including the maturity
date, remained undisturbed. BBA has extended an unsecured standby credit
facility of $250,000, with a 16% annual interest rate and payable on March 31,
2003. In consideration for these investments, we have also agreed to exchange
the warrant currently held by BBA with a warrant to purchase 3,000,000 shares of
common stock, exerciseable at $0.35, and expiring on August 31, 2005. The
exercise price of both the warrants and the convertible debt are subject to
modification based on any other conversions by any other shareholders, including
the Laurus Fund, which results in conversion to our common stock at an exercise
price of less than $0.35 per share. These terms are described more fully in
Section 7.1 of the modified agreement. We have also agreed to approve the
appointment of BBA's Chief Executive Officer, Simon Hayes, as an operational
consultant for 90 days, at a salary of $15,000 per month. Mr. Hayes will also be
appointed to fill a vacancy in our Board of Directors, and will stand for
election at our next annual meeting, as well as being appointed a senior
executive officer, both events to occur no later than December 31, 2002. We
executed this agreement on September 13, 2002.

     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, a director of our company and our
former President and Chief Executive Officer, is the Managing Member and
President of Keating Investments, LLC.

     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
increase 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.

     In September 2001, we entered into a 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 a purchase price of $0.10 per
share, exercisable until September 10, 2006. The cost of this agreement has been
recorded at $240,000 and is being charged to operations over 48 months. The
holders of the Series C preferred stock executed a waiver of the anti-dilution
adjustment to the conversion rate of the Series C preferred stock that otherwise
would have been triggered by this transaction.

     In November, 2001, we entered into note payable agreements with Mr. Root,
an officer and director, and Mr. Keating, a director, for $50,000 each plus
interest accrued at 12% annually. At December 31, 2001, we had a balance of
$100,000 outstanding under this agreement with accrued interest of $2,323. The
notes plus accrued interest were payable on June 30, 2002 and are therefore
classified as current liabilities.

<PAGE>


ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K
The following exhibits are filed as part of this annual report:

(a)      EXHIBITS.
<TABLE>
<CAPTION>
<S>                 <C>
-------------------------------------------------------------------------------
Exhibit         Description
No.
-------------------------------------------------------------------------------

2.1       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 (1)

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)

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)

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

<PAGE>

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)

<PAGE>

21.1      List of Subsidiaries (4)

23.1      Consent of Simon Hayes

99.1      Certifications pursuant to section 906 of the Sarbanes-Oxley Act of 2002

99.2      Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

</TABLE>
_________

(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  Registrants  Definitive  Information
     Statement  filed  with  the  SEC  on  July  21,  2002.


         (b)      REPORTS ON FORM 8-K

     On May 23, 2002, we filed a Form 8-K to report that our Board of Directors
had 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.

     On July 24, 2001, we filed a Form 8-K to report (i) the changes in control
and (ii) the proposed amendments to the Certificate of Incorporation as
described in Item 5 of our Quarterly Report filed with the Securities and
Exchange Commission on Form 10 - QSB on November 19, 2001. On February 26, 2002,
we filed a Form 8-K/A amending the above filing to include the audited financial
statements of Global SportsEDGE.



<PAGE>


                                   SIGNATURES

         In accordance with Section 13 of the Exchange Act, the Registrant
caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized on October 28, 2002

                                   GLOBAL SPORTS & ENTERTAINMENT, INC.


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


     In accordance with the requirements of Section 13 of the Exchange Act, this
Report has been signed below by the following persons on behalf of the
Registrant on October 28, 2002 and in the capacities indicated.


/s/ Wayne Allyn Root
-----------------------------------------------------
Wayne Allyn Root, Chairman, Chief Executive Officer
(Principal Executive Officer)

/s/ Douglas Miller
-----------------------------------------------------
Douglas Miller, Director and Chief Financial Officer
(Principal Financial and Accounting Officer)

/s/ Timothy J. Keating
-----------------------------------------------------
Timothy J. Keating, Director

/s/ Edward J. Fishman
-----------------------------------------------------
Edward J. Fishman, Director


<PAGE>