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, 2003

[ ]      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)


(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 01, 2003 was  approximately  $5,660,524based  upon the
closing price per share of the Common Stock of $ 0.30 on that date.

The number of shares  outstanding of the issuer's  classes of Common Stock as of
October 01, 2003:

Common Stock, $.0001 Par Value - 52,375,492 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 ............................................. F-1

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

GWIN, Inc (the "Company") is  headquartered  in Las Vegas,  Nevada.  The Company
provides  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,
professional  major-league  baseball,  hockey,  NASCAR, and golf via television,
radio and the internet.

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:

         o        all of our former  directors  and  officers  resigned and were
                  replaced by new directors and officers;

         o        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;

         o        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;

         o        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

         o        we raised  $1,500,000  in a private  placement  sale of 64,000
                  shares  of  our  Series  C  convertible  preferred  stock  and
                  warrants to purchase an  additional  64,000 shares of Series C
                  Convertible  Preferred Stock. In April 2003 all of the holders
                  of the Series C Convertible  Preferred  Stock  converted their
                  shares into  10,000,000  shares of Common Stock.  The Warrants
                  were  exchanged for new warrants to purchase  shares of common
                  stock.  Each  Warrant  entitles  the holder to purchase  31.25
                  shares of common stock at a price of $1.00 per share.

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

During August 2001 and October 2002, the Company raised a total of $1,200,000 in
convertible  debt in a private  placement with Newmarket plc. The debt carries a
5% interest rate and is now convertible  into 9,230,769  shares of the Company's
common  stock and  warrants to  purchase  3,000,000  common  shares at $0.13 per
share.  As part of the  transaction  with  Newmarket  plc, the Company issued to
Newmarket options to purchase 1,500,000 common shares at $0.50 per share.

Effective on June 10, 2003, the Company's  shareholders approved an amendment to
the  Company's  Articles of  Incorporation  increasing  the number of authorized
shares of common stock from 50,000,000 to 100,000,000.


During October 2002,  the Company  entered into an agreement with Falcon Capital
pursuant  to which  Falcon  Capital  was to raise up to  $3,000,000  by  selling
20,000,000  shares of the  Company's  common stock in a private  placement.  The
total raised as of July 31, 2003 was $2,470,899.

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>




THE GAMING AND SPORTS HANDICAPPING MARKET

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

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


<PAGE>



OUR BUSINESS MODEL

Our business model is centered around the handicappers featured on the Company's
television show "Wayne Allyn Root's Winning EDGE"  ("WinningEDGE").  The show is
anchored by Mr. Wayne Allyn Root, our Chairman and Chief Executive Officer.  Mr.
Root has been employed in the handicapping industry for the past 15 years. Prior
to founding the Company,  Mr. Root was a leading revenue  generator for National
Sports Service,  a competitor of our Company and an industry leader for the past
25 years.  Joining  Mr.  Root on the show are his hand  selected  experts in the
sports handicapping  field,  including Mr. Alec McMordie who has won 30 national
handicapping  championships  over the past nine years,  Mr.  Larry Ness,  also a
handicapping  champion and Mr. Randy White,  a former NFL player and a member of
the NFL Hall of Fame.  Last  year Mr.  White  was the  Number 1 NFL  handicapper
according to the Oklahoma Sports  Monitoring  service.  Mr. Chet Coppeck an Emmy
winning  sports talk show host and sports  handicapper  is also on the show. 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 three  different  sources in addition to
word-of-mouth and repeat  customers:  television,  radio, and the Internet.  The
Company's primary promotional vehicle is the WinningEDGE  program.  This lively,
30-minute,   professionally   produced   television   infomercial  is  broadcast
nationally  on Saturday  mornings  throughout  the  football  season,  generally
September through  December.  The WinningEDGE airs on all the owned and operated
Fox  Sports  Net  stations   nationwide  as  well  as  on  Comcast   Sports  Net
Mid-Atlantic,  Comcast Sports Net Philadelphia, Empire Sports, WCIU Chicago, and
Fox World, reaching approximately  60,000,000 households.  The show stars and is
hosted by Mr.  Root and  showcases  our team of  professional  handicappers.  In
addition to the  television  show the Company also  produces a radio show by the
same name,  "Wayne Allyn Root's  WinningEDGE".  The hour long radio show is also
hosted  by Mr.  Root and  stars  most of the same  cast of  handicappers  as the
television  show.  The show airs on a number of radio  stations in local markets
including what we consider to be our flagship stations:  XTRA in Los Angeles and
San Diego,  ESPN radio in Las Vegas,  ESPN radio in Miami, and ESPN radio in Los
Angeles.  Like the  television  show,  the radio  program  provides  analysis of
upcoming games and promotes the various handicappers services.

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

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

During  the  football  and  basketball  seasons,  which  combined,  extend  from
September to March, we maintain a staff of  approximately  60 experienced  sales
representatives at our two telemarketing  centers located in Las Vegas,  Nevada,
and in upstate New York.  During the football season,  our weekly television and
radio 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 unique 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
contacts within 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
handicapping  analysis.  We  train  our  sales  representatives  thoroughly  and
randomly monitor calls for quality assurance. We believe that our sales force is
among the most  experienced and  professional in our industry.  The customer can
chose to receive the picks via a telephone  recorded  message  with the use of a
pin number, via email or directly from his account  representative.  Our account
representatives, also referred to as sales representatives, are compensated on a
commission  basis,  with total  commissions  averaging  approximately 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.


<PAGE>

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 the World.  Our  strategy  includes  the
following key elements:

Expand our Business to Cover  Additional  Sports and Services and New Geographic
Markets.  We currently  provide  handicapping  analysis and advice primarily for
football,  basketball and baseball in the United  States.  We have also begun to
cover minor U.S.  betting sports such as NASCAR and golf. Our overall goal is to
form  strategic  alliances  to expand our  services  globally  to cover  soccer,
cricket,  rugby and other  heavily  wagered  sports  in Europe  and Asia,  where
wagering on sporting events is widespread.

Establish a Global Brand Name.  We plan to vigorously  promote our  handicappers
and the  WinningEDGE  brand name and related  website.  In the Fall of 2003, the
Company  started  airing a weekly pay per view expanded  version of Winning EDGE
television  program  called  "Wayne  Allyn  Root's   UltimateEDGE",   that  airs
nationwide  on the  iNDemand  and TVN.  We believe  that by hiring only the most
insightful  handicappers in each field that we enter, and paying close attention
to customer service, we can continue to grow a satisfied and loyal customer base
and establish our brands as the leading handicapping services in the world.

Build  Strategic  Alliances  with Key Business  Partners.  We intend to continue
developing  strategic  relationships  with leading sports information and sports
wagering  providers and pay per view cable and satellite  providers.  We believe
that we can enhance our brand recognition  through  advertising and co-marketing
arrangements with leading television,  radio and Internet sports information and
entertainment providers.

Expand Advertising  Sales. In addition to the sale of handicapping  analysis and
advice, we also generate revenues by the sale of advertising  exposure on all of
our media properties: television, radio, and the Internet. We intend to continue
to increase these revenues by selling  additional  sponsorship  and  advertising
opportunities.  Our  advertising  revenue  has grown  significantly  during  the
current  year.  Going  into  the  fiscal  year  ending  July  31,  2004,  signed
commitments with deposits from advertisers are up 300% over last year.

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  formerly  a  subsidiary   of
Sportsline.com, which is a leading online sports information site.

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

INTELLECTUAL PROPERTY

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

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

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES


<PAGE>

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 affects or applies directly to our business and operations, and we are
not aware of any  legislation  which applies  directly to our business  becoming
effective in the immediate future.

EMPLOYEES

We have 16 full-time employees (including one of our four handicappers) 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 and serves as the Chief Executive  Officer of the
Company.  Mr. Root has entered into an  employment  agreement  with the Company,
which expires August 31, 2005. We have also entered into an employment agreement
with Douglas R. Miller,  President which expires December 31, 2004. In addition,
we have approximately 60 commission-based telemarketing sales representatives in
our Las Vegas and New York 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 5% of our revenues.

ITEM 2. DESCRIPTION OF PROPERTIES

We  currently  lease  approximately  7,536  square feet of office  space for our
corporate headquarters and sales office in Las Vegas, Nevada, under a lease that
expires on January 22, 2007,  with an option to extend the term of the lease for
an additional three years. Our lease for our Las Vegas facility requires monthly
base rental payments of $9,520.  We also lease  approximately  1,250 square feet
for our sales  office in New York under a lease that  expires  on  November  30,
2003. Our lease for our New York facility  requires monthly base rental payments
of $1,900.

ITEM 3. LEGAL PROCEEDINGS

At July 31, 2003 the company did not have any ongoing litigation.

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,
exercisable 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, 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 in the ordinary course of business.




<PAGE>



ITEM 4: SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS

Effective  on June 10,  2003,  shareholders  holding more than a majority of the
shares  outstanding  executed  a  written  consent  without  holding  a  special
shareholder  meeting, and in such consent they adopted a resolution amending the
Company's  Articles  of  Incorporation  to  increase  the  number  of  shares of
authorized common stock from 50 million to 100 million.

A total of 20,559,731 shares (51.05% of the total outstanding)  consented to the
resolution.  An  Information  Statement  regarding this action was mailed to the
Company's shareholders on or about July 25, 2003.





                                     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  "GWNI"
since September 6,2002.  From September 7, 2001 to September 5, 2002, our common
stock traded on the OTC Bulletin Board under the symbol "GWIN".  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 ended July 31, 2003
Fourth Quarter ....................   $    .41    .21
Third Quarter .....................   $    .40    .13
Second Quarter ....................   $    .45    .16
First Quarter .....................   $    .54    .29

Seven months ended July 31, 2002
Month of July .....................   $    .74    .42
Second Quarter ....................   $    .90    .47
First Quarter .....................   $    .86    .60

Fiscal Year ended December 31, 2001
Fourth Quarter ....................   $   1.03    .51
Third Quarter .....................   $   1.60   1.00
Second Quarter ....................   $    .27    .05
First Quarter .....................   $    .08    .06



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 1, 2003
the  closing  price of our common  stock,  as  reported  on the Over the Counter
Bulletin Board, was $0.30. There were approximately 575 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.

RECENT SALES OF UNREGISTERED SECURITIES

During the three months ended July 31, 2003,  we sold the  following  securities
that were not registered under the Securities Act of 1933, as amended:

During the three  month  period we sold  9,483,633  shares of common  stock at a
price of $.15 per share to 15 persons living  outside of the United  States,  in

<PAGE>

reliance  on the  exemption  provided  by  Regulation  S  promulgated  under the
Securities  Act of 1933,  as  amended.  The shares  are being sold to  investors
introduced by a Netherlands  investment  banking firm which we paid a fee of 12%
of the  principal  amount of the shares  sold.  We also  issued  warrants to the
investment  banker to  purchase  948,363  shares of common  stock in reliance on
Section 4(2) of the Securities Act.

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

We issued 100,000 restricted shares to Newmarket Investment PLC as consideration
for the  extension  of its standby  credit  facility.  We also issued a total of
20,000 restricted shares to two persons as payment for consulting services,  and
we issued  300,000  restricted  shares to an employee as a longevity  bonus.  In
addition,  we issued 100,000  restricted  shares to our  Netherlands  investment
banking firm as a performance  bonus for the shares it sold in the  Regulation S
offering  referred to above.  All of these  shares  were issued  pursuant to the
exemption  provided by Section 4(2) of the  Securities  Act of 1933, as amended.
The appropriate restrictive legend was placed on all of the certificates.


<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
Comparison  of the year ended July 31, 2003 to the seven month period ended July
31,2002 and year ended December 31, 2001

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

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

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

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

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

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

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

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


<PAGE>

The  operating  loss for the year ended July 31,  2003,  the seven month  period
ended  July 31,  2002 and the year  ended  December  31,  2001 were  $2,501,866,
$1,371,117 and $4,637,370, respectively. This decrease is primarily attributable
to an increase in total revenues.



<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

Our working capital deficit as of July 31, 2003, was $3,240,157. Of that amount,
approximately  $515,000  represents  revenues  from  sales  which  will  not  be
recognized  until  after July 31,  2003.  Since July 31,  2002,  we have  raised
approximately $2,400,000 from investors.

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  handicapping  analysis  of 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.



<PAGE>




ITEM 7. FINANCIAL STATEMENTS.

                          INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
GWIN, Inc.

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

We conducted our audit 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 financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion the financial  statements referred to above present fairly in all
material  respects  the  consolidated  financial  position  of  GWIN,  Inc.  and
subsidiary as of July 31, 2003, and the consolidated results of their operations
and their  cash  flows for the year then  ended 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  experienced  losses from
operations,  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/DEMETRIUS & COMPANY, L.L.C.

Wayne, New Jersey
November 6, 2003



                                      F-1
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

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

We  have  audited  the  accompanying   consolidated  statements  of  operations,
stockholders'  deficit, and cash flows for the seven month period ended July 31,
2002 and the twelve months ended December 31, 2001of GWIN, Inc. (formerly Global
Sports & Entertainment,  Inc.),  and subsidiary.  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  statements  of  operations,  stockholders'
deficit,  and cash flows  referred  to above  present  fairly,  in all  material
respects,  the  results of their  operations  and their cash flows for the seven
month period ended July 31, 2002 and the twelve  months ended  December 31, 2001
in conformity with accounting principles generally accepted in the United States
of America.
The accompanying  consolidated statements of operations,  stockholders' deficit,
and cash flows  referred to above 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.


                                 MOORE STEPHENS, P.C.
                                 Certified Public Accountants.


Cranford, New Jersey
October 11, 2002


                                      F-2
<PAGE>



ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                                   GWIN, Inc.
                           Consolidated Balance Sheet
                                  July 31, 2003


<TABLE>
<CAPTION>
                                     Assets

Current assets:
<S>                                                                               <C>
 Cash                                                                             $    420,814
 Accounts receivable                                                                    37,473
 Prepaid expenses                                                                       25,347
                                                                                  ------------
  Total current assets                                                                 483,634

 Property & equipment (net)                                                             33,718
 Equipment held under capital lease (net)                                               23,191
 Deposits & other assets                                                               147,617
                                                                                  ------------
  Total assets                                                                    $    688,160
                                                                                  ============

                          Liabilities and Stockholders' Deficit
Current liabilities:
 Current portion of long term debt                                                $    577,664
 Deferred revenue                                                                      515,427
 Accounts payable                                                                      592,582
 Notes & accounts payable - related parties                                          1,909,416
 Other current liabilities                                                             128,702
                                                                                  ------------
  Total current liabilities                                                          3,723,791

  Long term debt, less unamortized discount                                            216,053
                                                                                  ------------
  Total liabilities                                                                  3,939,844
Stockholders' deficit:
 Convertible preferred stock (Par value $0.0001 per share; 5,000,000 shares                  0
         authorized; -0- shares issued and outstanding)
 Common stock (Par value $0.0001 per share; 100,000,000 shares authorized;               5,238
         52,375,492 shares issued and outstanding)
 Additional paid in capital                                                         20,540,872
 Accumulated deficit                                                               (23,797,794)
                                                                                  ------------
  Total stockholders' deficit                                                       (3,251,684)

                                                                                  ------------
  Total liabilities and stockholders' deficit                                     $    688,160
                                                                                  ============
</TABLE>


                                      F-3
<PAGE>


                                  GWIN, Inc.
                     Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                                              Seven Months        Year Ended
                                                                           Year Ended            ended            December 31,
                                                                         July 31, 2003       July 31, 2002            2001
                                                                         -------------       -------------        ------------
<S>                                                                         <C>                 <C>                 <C>
Net revenue - services                                                      $5,720,582          $2,765,232          $3,083,314
Revenues - advertising                                                         206,334             261,998             157,168
                                                                          ------------        ------------        ------------
                                Total revenues                               5,926,916           3,027,230           3,240,482
                                                                          ------------        ------------        ------------

Handicapping fees                                                              304,425             103,518             196,847
Handicapping fees -related party                                               350,000             160,739             227,155
Advertising expense                                                          2,342,432             194,755           2,160,245
Compensation                                                                 3,009,837           1,463,067           2,024,074
Professional fees                                                              532,354             868,148             556,201
General and administrative                                                   1,624,464             864,629           1,238,880
Bad debt expense - TurfClub                                                          0                   0             377,000
Non-recurring charge                                                            40,000             608,525             866,453
Depreciation expense                                                           225,270             134,966             230,997
                                                                          ------------        ------------        ------------
                                                                             8,428,782           4,398,347           7,877,852
                                                                          ------------        ------------        ------------
                                  Operating loss                            (2,501,866)         (1,371,117)         (4,637,370)
Non-cash financing costs - penalty shares - employment agreement              (775,212)                  0
Interest expense, including amortization of debt discount                     (636,999)           (459,008)           (887,659)
Other non-cash cost of financing                                            (2,701,676)           (236,329)                  0
Interest expense - related party                                              (525,808)             (8,989)             (2,323)
                                                                          ------------        ------------        ------------
 (Loss) before income taxes                                                 (7,141,561)         (2,075,443)         (5,527,352)
 Income tax                                                                          0                   0                   0
                                                                          ------------        ------------        ------------
  Net (loss)                                                                (7,141,561)         (2,075,443)         (5,527,352)
Imputed non-cash dividend on Series C Preferred Stock                       (1,798,571)                  0          (1,092,000)
                                                                          ------------        ------------        ------------
  Net (loss) used in per share calculation                                 ($8,940,132)        ($2,075,443)        ($6,619,352)
                                                                          ============        ============        ============

              Basic and diluted (loss) per share of common stock:
 Net (loss) per share                                                           ($0.31)             ($0.10)             ($0.35)
                                                                          ============        ============        ============

Basic and diluted weighted average number of shares of common stock
outstanding                                                                 28,444,000          20,240,472          18,801,491
                                                                          ============        ============        ============
</TABLE>


                                      F-4
<PAGE>

                                  GWIN, Inc.
                     Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                                     Seven Months      Year Ended
                                                                                    Year Ended          ended         December 31,
                                                                                   July 31, 2003     July 31, 2002        2001
                                                                                   -------------     -------------    -----------
Cash flows - operating activities:
<S>                                                                                 <C>              <C>              <C>
Net (loss)                                                                          ($7,141,561)     ($2,075,445)     ($5,527,352)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
 Depreciation                                                                           225,269          134,966          230,997
 Services paid with warrants                                                          1,293,444          390,492           18,333
 Services and settlements paid with common stock                                      1,124,616          969,130          190,000
 Interest expense - issuance of convertible debt & penalty shares                       329,558          127,203          757,090
 Interest expense - issuance of convertible debt (warrants portion)                           0          276,922           71,995
 Interest expense - amortization of debt discount                                       819,373                0                0
 Effect of redemption of preferred stock                                              1,381,625                0                0
Decrease (increase) in:
 Accounts receivable                                                                    (27,464)          93,697         (103,706)
 Prepaid expenses                                                                       110,187         (135,534)               0
 Other assets                                                                           204,131          (28,857)        (136,225)
Increase (decrease) in:
  Deferred revenue                                                                      119,593         (427,091)         463,935
  Accounts payable                                                                     (256,602)         120,131          206,495
  Accounts payable - related parties                                                    223,847                0           85,000
      Other current liabilities                                                      (1,215,001)         (41,778)       1,371,573

                                                                                    -----------      -----------      -----------
 Total adjustments                                                                    4,332,576        1,479,281        3,155,487
                                                                                    -----------      -----------      -----------
 Net cash used in operating activities                                               (2,808,985)        (596,164)      (2,371,865)
                                                                                    -----------      -----------      -----------

                      Cash flows - investing activities:
Cash acquired in merger                                                                       0                0            5,964
Purchase of fixed assets                                                                (40,792)         (14,818)               0

                                                                                    -----------      -----------      -----------
 Net cash provided by (used) in investing activities                                    (40,792)         (14,818)           5,964
                                                                                    -----------      -----------      -----------

                      Cash flows - financing activities:
Proceeds from issuance of convertible debt                                                    0          791,500          870,000
Proceeds from issuance of notes payable - related parties                               950,000                0          166,666
Proceeds from issuance of long-term debt                                                 25,000                0                0
Proceeds from issuance of preferred stock                                                     0                0        1,324,000
Proceeds from conversion of warrants, debentures & options                                    0          134,528                0
Payments on long-term debt & lease obligations                                         (440,889)         (34,863)        (224,828)
Proceeds from issuance of common stock                                                2,411,694                0          200,000

                                                                                    -----------      -----------      -----------
  Net cash provided by financing activities                                           2,945,805          891,165        2,335,838
                                                                                    -----------      -----------      -----------

Cash - beginning of the periods                                                         324,786           44,603           74,666
Net increase (decrease) in cash                                                          96,028          280,183          (30,063)
                                                                                    -----------      -----------      -----------
  Cash - end of the periods                                                            $420,814         $324,786          $44,603
                                                                                    ===========      ===========      ===========

Supplemental  disclosures of cash flow  information  Cash paid during the period
       for:
              Interest                                                                  $57,790          $22,206          $60,897
                 Taxes                                                                       $0               $0               $0
</TABLE>


For supplemental  disclosures of non-cash investing and financing activities

See Note [9] of financial statements

                                      F-5
<PAGE>

GWIN, INC.
Consolidated Statement of Stockholders' Deficit

<TABLE>
<CAPTION>
                                          Preferred Stock              Common Shares
                                          ---------------              -------------                  Discount-
                                               No. of                      No. of                      Common       Paid-In
                                               Shares        Amount        Shares        Amount         Stock       Capital
                                            ------------  ------------  ------------  ------------  ------------  ------------
<S>                                         <C>           <C>           <C>           <C>           <C>           <C>
Balance - December 31, 2000                    3,807,484        $3,807    10,125,000       $10,125      ($10,125)   $5,707,419
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)
Issuance of series C preferred stock with
warrants for cash                                 64,000             6                                               1,323,994
Issuance of common stock for services                                        200,000            20                     189,980
Issuance of common stock for cash                                            400,000            40                     199,960
Issuance of warrants for services                                                                                      240,000
Issuance of warrants with debentures                                                                                   719,232
Interest expense from issuance of
debentures                                                                                                             757,090
Net (loss) for the year ended December
31, 2001
Imputed non-cash dividend on series C
preferred stock                                                                                                      1,092,000

Balance - December 31, 2001                       64,000             6    19,195,241         1,920             0    10,118,218
Issuance of common stock for conversion
of warrants and options                                                      309,546            30                     221,294
Issuance of common stock and warrants as
payment for services and settlements                                       1,672,145           167                   1,423,620
Issuance of common stock for conversion
of debentures                                                                108,771            11                      76,553
Recorded value of warrants issued with
debentures                                                                                                             204,783
Net (loss) for the seven months ended
July 31, 2002

Balance - July 31, 2002                           64,000             6    21,285,703         2,128             0    12,044,468
Interest expense from issuance of
debentures                                                                                                             889,052
Recorded value of warrants issued with
debentures                                                                                                             332,310
Imputed non-cash dividend on series C
preferred stock                                                                                                      1,798,571
Issuance of warrants for services                                                                                      239,648
Issuance of common stock for services -
debt discount                                                                600,000            60                      59,940
Issuance of common stock and warrants for
redemption of preferred stock                    (64,000)           (6)    9,999,999         1,000                   1,380,630
Issuance of common stock for cash                                         16,483,633         1,648                   2,410,045
Issuance of common stock for payment for
services, settlements and penalty shares                                   3,806,157           382                   1,322,028
Employee stock options                                                                                                   6,200
Issuance of common stock for financing                                       200,000            20                      57,980
Net (loss) for the year ended July 31, 2003

                                            ------------  ------------  ------------  ------------  ------------  ------------
Balance - July 31, 2003                                0            $0    52,375,492        $5,238            $0   $20,540,872
                                            ============  ============  ============  ============  ============  ============


<CAPTION>

                                                              Total
                                             Accumulated   Stockholders'
                                               Deficit       Deficit
                                             ------------  ------------
<S>                                          <C>           <C>
Balance - December 31, 2000                   ($6,162,867)    ($451,641)
Shares of series B preferred stock issued
in reorganization                                                     0
Recapitalization adjustment                                           0
Conversion of series B preferred stock                                0
Acquired equity of IMSCO in reorganization-      (113,404)
Issuance of series C preferred stock with
warrants for cash                                             1,324,000
Issuance of common stock for services                           190,000
Issuance of common stock for cash                               200,000
Issuance of warrants for services                               240,000
Issuance of warrants with debentures                            719,232
Interest expense from issuance of
debentures                                                      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)            0

Balance - December 31, 2001                   (12,782,219)   (2,662,075)
Issuance of common stock for conversion
of warrants and options                                         221,324
Issuance of common stock and warrants as
payment for services and settlements                          1,423,787
Issuance of common stock for conversion
of debentures                                                    76,564
Recorded value of warrants issued with
debentures                                                      204,783
Net (loss) for the seven months ended
July 31, 2002                                  (2,075,443)   (2,075,443)

Balance - July 31, 2002                       (14,857,662)   (2,811,060)
Interest expense from issuance of
debentures                                                      889,052
Recorded value of warrants issued with
debentures                                                      332,310
Imputed non-cash dividend on series C
preferred stock                                (1,798,571)            0
Issuance of warrants for services                               239,648
Issuance of common stock for services -
debt discount                                                    60,000
Issuance of common stock and warrants for
redemption of preferred stock                                 1,381,624
Issuance of common stock for cash                             2,411,693
Issuance of common stock for payment for
services, settlements and penalty shares                      1,322,410
Employee stock options                                            6,200
Issuance of common stock for financing                           58,000
Net (loss) for the year ended July 31, 2003    (7,141,561)   (7,141,561)
                                             ------------  ------------
Balance - July 31, 2003                      ($23,797,794)  ($3,251,684)
                                             ============  ============
</TABLE>


                                      F-7
<PAGE>

                           GWIN, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[1] ORGANIZATION AND CHANGES IN CONTROL OF COMPANY

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

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

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

The  consolidated  financial  statements  of the Company  reflect the results of
operations  of EDGE and GWIN 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,  GWIN  [formerly  known as IMSCO
Technologies,   Inc.]  was  considered  a  public  shell  and  accordingly,  the
transaction  was not  considered  a  business  combination.  GWIN 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 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's  Board  of  Directors  approved  an  increase  in  the  Company's
authorized  shares from  50,000,000 to  100,000,000  on June 10, 2003 and a Form
14-C was filed on July 15, 2003 with majority stockholder approval. A Definitive
Information Statement Notice was mailed to the stockholders on August 10, 2003

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].


                                      F-8
<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,  2003,  the  Company  had  received  approximately  $471,000  in payment for
handicapping  services not  rendered by that date.  This amount is recorded as a
current liability.

Revenue from advertising agreements is recognized ratably over the period of the
agreements. As of July 31, 2003 deferred revenue from advertising agreements was
approximately $44,000. 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, 2003, 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 year ended July 31, 2003 and Seven  Months  ended July 31,  2002and year
ended December 31, 2001 the number of common stock equivalents excluded from the
calculation was 26,221,003, 16,429,558 and 14,281,245 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  $13,764,  $757,090,  and $-0- for the year
ended July 31, 2003,  the  seven-month  period ended July 31, 2002, and the year
ended December 31, 2001, respectively.

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

ADVERTISING EXPENSES - The Company expenses advertising costs as incurred. Total
advertising costs for the year ended July 31, 2003, the seven-month period ended
July 31, 2002,  and the year ended  December 31, 2001 amounted to  approximately
$2,342,432, $194,755 and $2,160,245, respectively.


                                      F-9
<PAGE>

[3] GOING CONCERN

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted  accounting  principles which contemplate the continuation of
the  Company as a going  concern and  realization  of assets and  settlement  of
liabilities and commitments in the normal course of business. For the year ended
July  31,  2003,  the  Company  has a  loss  from  operations  of  approximately
$2,502,000,  a working  capital  deficiency of  approximately  $3,240,000 and an
accumulated  deficit  of  approximately  $23,798,000.   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,  2003 the  Company had
approximately  $380,000  in a  financial  institution  that is subject to normal
credit risk beyond insured amounts.  The Company  routinely  assesses the credit
worthiness  of its  customers  before a sale takes place and believes its credit
risk exposure is limited. The Company performs ongoing credit evaluations of its
customers but does not require  collateral  or other  security as a condition of
service.

[5] PROPERTY AND EQUIPMENT

The following details the composition of property and equipment:



                                     Accumulated
At July 31, 2003             Cost    Depreciation    Net
                           --------   ---------   --------
Television Studio Set      $151,601    $151,601          0
Office equipment & other    299,840     266,122     33,718
                           --------   ---------   --------
 TOTALS                    $451,441   $ 417,723   $ 33,718
                           ========   =========   ========

Depreciation expense, excluding assets under capital lease obligations,  for the
year ended July 31,  2003,  seven-month  period ended July 31, 2002 and the year
ended   December  31,  2001  amounted  to  $100,098,   $78,309,   and  $133,847,
respectively.


                                      F-10
<PAGE>

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


                                          July 31,
                                          --------
                                            2003
                                          --------
Deposits with credit card processors      $ 20,950
Pre-paid contract for financial services   126,667
                                          --------
TOTAL                                     $147,617
                                          ========


[7] LONG - TERM DEBT

Long - term debt is as follows:


                                                          July 31
                                                         ---------
                                                           2003
                                                         ---------
    Convertible Debentures (5%) due August 31, 2004      $ 100,000
    Convertible Note (16%)                                 494,364

    Convertible Debentures (5%) due August 31, 2005        310,000
    Capital leases                                          23,560
                                                         ---------
    Total                                                  927,924
    Less - amounts reflected as current liabilities       (577,664)
                                                         ---------
                                     350,260
    Less - unamortized debt discount                      (134,207)
                                                         ---------
    TOTAL LONG - TERM DEBT                               $ 216,053
                                                         =========

Long-term debt at July 31, 2003 matures as follows:


          2004                            $577,664
          2005                             212,608
          2006                               3,445
    Thereafter                                  --
                                          --------
TOTAL                                     $793,717
                                          ========

The 16% Convertible Note (in the original  principal balance amount of $750,000,
of  which $  494,364  is due in the  year  ending  July 31,  2004)  may,  at the
discretion  of the  Company,  be repaid by the  issuance of common  stock of the
Company (See Note 9).

[8] RELATED PARTY NOTES & ACCOUNTS PAYABLE


                                      F-11
<PAGE>

Related party notes and accounts payable are as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------- ------------ ---------------------
                                                                                                 July 31,
                                                                                                   2003
-------------------------------------------------------------------------------- ------------ ---------------------
Convertible debt (5%) due August 31, 2003
-------------------------------------------------------------------------------- ------------ ---------------------
<S>                                                                              <C>          <C>
        Newmarket Investments, plc                                               $1,200,000
-------------------------------------------------------------------------------- ------------ ---------------------
        John T. Manner                                                              110,000
-------------------------------------------------------------------------------- ------------ ---------------------
        Wayne A. Root                                                                50,000
-------------------------------------------------------------------------------- ------------ ---------------------
        Douglas R. Miller                                                            16,667
-------------------------------------------------------------------------------- ------------ ---------------------
                                                                                         --         $1,376,666
-------------------------------------------------------------------------------- ------------ ---------------------
Unsecured standby credit facility from Newmarket Investments, plc (16%), in
default at July 31, 2003                                                                               150,000
-------------------------------------------------------------------------------- ------------ ---------------------
Unsecured bridge financing (12%), in default at July 31, 2003
-------------------------------------------------------------------------------- ------------ ---------------------
         Timothy J. Keating                                                          50,000
-------------------------------------------------------------------------------- ------------ ---------------------
         Wayne A. Root                                                               50,000
-------------------------------------------------------------------------------- ------------ ---------------------
                                                                                         --            100,000
-------------------------------------------------------------------------------- ------------ ---------------------
                                                                                                     1,626,666
-------------------------------------------------------------------------------- ------------ ---------------------
Less - unamortized debt discount                                                                       (26,097)
-------------------------------------------------------------------------------- ------------ ---------------------
Total Notes                                                                                          1,600,569
-------------------------------------------------------------------------------- ------------ ---------------------
Accrued interest                                                                                       147,597
-------------------------------------------------------------------------------- ------------ ---------------------
Handicapping fee payable to Wayne A. Root                                                              161,250
-------------------------------------------------------------------------------- ------------ ---------------------
TOTAL NOTES & ACCOUNTS PAYABLE - RELATED PARTIES                                                    $1,909,416
-------------------------------------------------------------------------------- ------------ ---------------------
</TABLE>

[9] STOCKHOLDERS' DEFICIT


During the year ended July 31 2003 the following securities activity occurred:


COMMON STOCK AND WARRANTS-We issued 31,089,789 shares of Common Stock.  Included
in this  amount is  9,999,999  shares  issued  to the  holders  of the  Series C
Preferred Stock for the redemption of 64,000 shares of Series C Preferred Stock.
16,483,633  shares  of Common  Stock  were  issued as part of equity  offerings.
Included in the 16,483,633 shares is the conversion of the $190,000  convertible
debt into 1,266,840  shares of Common Stock. The Company issued 2,006,157 shares
of Common Stock as payment for services,  legal  settlements  and penalty shares
2,400,000  shares  for Key Man  employment  longevity  and  200,000  shares  for
financing  activities..  The Company issued 1,648,633 warrants to the investment
firm  handling  the  equity  placement  and  issued  650,000  warrants  in legal
settlements.

The Company  restructured an original  $750,000 note with the Laurus Master Fund
["Laurus"] that carried a 13% interest rate and $50,000 in monthly payments,  to
16% interest  rate and payments  escalating  from $10,000 a month to $73,000 per
month.  As of July 31, 2003 the  principal  balance was $494,364  with no unpaid
interest at that date.

The Company issued 3,000,000  options under the equity incentive plan filed in a
Form SB-2  Registration  Statement filed on February 25, 2003.  Included in this
amount,  the Company has allocated  1,500,000 options to Newmarket  Investments,
plc ("Newmarket") and 1,500,000 to Wayne Root. Both Mr. Root and Mr. Simon Hayes
of Newmarket are Directors of the Company. As of July 31, 2003, 1,500,000 of the
options have been issued to Newmarket  with a $0.50 per share strike price and a
three-year  life.  The  options  issued  to Mr.  Root  were  cancelled  with the
renegotiation of his employment contract.

The  employment  contract  effective  July 31,  2003 with Mr. Root calls for the
issuance of  2,100,000  common  shares over a 3 year period at a rate of 700,000
shares per year. Upon Board approval of his contract,  Mr. Root  surrendered all
of his then existing warrants and options.


                                      F-12
<PAGE>

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

 At July 31, 2003 there was no convertible preferred stock outstanding.

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


OPTIONS AND WARRANTS AT JULY 31, 2003




   STOCK OPTIONS                              Weighted-Average
                                       Shares   Exercise Price
                                      --------- --------------
Outstanding at July 11, 2001
     (see Note 1)                      2,194,246       $2.22
                                      ----------       -----
Outstanding at December 31, 2001       2,194,246        2.22
Exercised                                (33,830)       1.41
                                      ----------       -----
Outstanding at July 31, 2002           2,160,416        2.24
Granted                                3,310,000         .48
Exercised                                      0          --
Canceled                              (1,985,429)        .73
                                      ----------       -----

OUTSTANDING AT JULY 31, 2003           3,484,987       $1.22
                                      ==========       =====

EXERCISABLE AT JULY 31, 2003           3,484,987       $1.22
                                      ==========       =====

The following table summarizes information about stock options at July 31, 2003:


                                      F-13
<PAGE>

           Weighted Average Outstanding and Exercisable Stock Options


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



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



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

Outstanding at July 31, 2002        9,174,775       $1.06

Granted                             4,698,633         .22
exercised                                   0          --
canceled                           (1,512,528)       1.00
                                  -----------       -----

OUTSTANDING AT JULY 31, 2003       12,360,880        $.74
                                  -----------       -----

EXERCISABLE AT JULY 31, 2003       12,360,880        $.74
                                  -----------       -----


The following table summarizes information about warrants at July 31, 2003:

             Weighted Average Outstanding and Exercisable Warrants


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

$0.01 - $1.00          9,806,890           2 years          $0.50
$1.01 - $2.00          2,461,491           1 year           $1.40
$3.01 - $4.00             92,500           1 year           $4.00



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



On June 18, 2002,  stockholders of the Company approved an Equity Incentive Plan
(the  "Plan").  Under the Plan,  a  sub-committee  of the Board of  Directors is
authorized to grant,  at its  discretion,  options to purchase  shares of common
stock at a set price greater than market price as of the date of the grant.  The
Company has reserved  3,000,000  shares for issuance under the Plan. At July 31,
2003,  one option  granting  the right to purchase  1,500,000 of these shares at
$0.50 per share was issued to a Director and  creditor of the  Company.  Another
option  granting  the right to purchase  1,500,000  million of these  shares was
issued to the CEO of the Company  during the year ended July 31,  2003,  but was
surrendered  prior to July 31,  2003.  The  Company  issued  310,000  options to
employees to purchase shares at $0.27 per share expiring July 31, 2006. The Plan
has the rights to  1,190,000  shares,  for which no options  have been  granted,
which are available at July 31, 2003.


                                      F-14
<PAGE>

At July 31, 2003 the Company had a total of  10,375,136  shares  underlying  its
convertible debentures and these shares are included in the fully diluted shares
outstanding of 78,596,495.


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

Had compensation  cost for stock options been determined based on the fair value
at the grant date for awards for the year ended July 31,  2003,  the seven month
period ended July 31, 2002 and the year ended December 31, 2001  consistent with
the  provisions of SFAS No. 123, the Company's net income and earnings per share
would have been reduced to the pro forma amounts indicated below:


<TABLE>
<CAPTION>
---------------------------------------------------- ---------------- --------------- --------------
                                                     Year ended       The seven       Year ended
                                                     July 31, 2003    month period    December 31,
                                                                      ended July      2001
                                                                      31, 2002
---------------------------------------------------- ---------------- --------------- --------------
<S>                                                  <C>              <C>             <C>
Net (loss) - as reported                             $(8,940,132)     $(2,075,443)    $(6,619,352)
---------------------------------------------------- ---------------- --------------- --------------
Net (loss) - pro forma                               $(8,994,075)     $(2,075,443)    $(6,619,352)
---------------------------------------------------- ---------------- --------------- --------------
Basic earnings per share - as reported               $(.31)           $(.10)          $(.35)
---------------------------------------------------- ---------------- --------------- --------------
Diluted earnings per share - as reported             $(.31)           $(.10)          $(.35)
---------------------------------------------------- ---------------- --------------- --------------
Basic earnings per share - pro forma                 $(.32)           $(.10)          $(.35)
---------------------------------------------------- ---------------- --------------- --------------
Diluted earnings per share - pro forma               $(.32)           $(.10)          $(.35)
---------------------------------------------------- ---------------- --------------- --------------
</TABLE>


[10] PROVISION FOR INCOME TAXES

The operating loss carry forwards at July 31, 2003, [assuming all operating loss
carry forwards will be available] amount to approximately $17,000,000. 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 and $7,000,000 in 2023. At July 31,
2003 based on the amount of operating  loss carry  forwards,  the Company  would
have had a  deferred  tax  asset of  approximately  $6,800,000.  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
$6,800,000  has  been  established.  This  allowance  includes  an  increase  of
$2,680,000   related  to  operations  during  the  year  ended  July  31,  2003.
Accordingly, no deferred tax asset is reflected in these financial statements.

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,  2003,  the  Company  would have a
deferred tax asset of approximately $97,000 from these acquired losses.

                                      F-15
<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.

[11] CHANGE IN FISCAL YEAR.

As described in Note 1, the Company adopted a new fiscal year effective July 31,
2002.


                                      F-16
<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] COMMITMENTS AND CONTINGENCIES



                                      F-17
<PAGE>

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

Following is a summary of property held under capital leases:



                                            Accumulated
                                    Cost    Depreciation    Net
At July 31,2003                    ------   ------------   -------
Office Fixtures and Equipment     $336,460    $313,270     $23,190


Depreciation  of assets  under  capital  leases  charged to expense for the year
ended July 31, 2003,  the  seven-month  period ended July 31, 2002, and the year
ended December 31, 2001 was $125,171 $56,660, and $97,130, respectively.

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



2004 (August 1, 2003 - July 31, 2004)                       $ 11,336
2005                                                          11,034
2006                                                           3,445
Thereafter                                                        --
                                                            ---------
Total Minimum Lease Payments                                $ 25,815
Less: Amount Representing Interest                            (2,255)
                                                            ---------
                                                            $ 23,560

     Present Value of Net Minimum Lease Payments            $ 23,560
     Less: Current Portion                                    (9,691)
     LONG-TERM PORTION                                       $13,869


OPERATING  LEASES - At July 31, 2003,  the Company has two operating  leases for
office space that expire in November 2003 and January 2006.  One lease grants an
option for renewal for an  additional  three (3) years.  The leases have monthly
payment obligations of $1,837 and $9,659, increasing annually, based on the CPI.

Approximate minimum future rental payments under non-cancelable operating leases
having remaining terms in excess of one year as of July 31, 2003 are as follows:




Year ending                                Operating
July 31,                                    Leases
------------                               ---------
  2004                                     $  115,906
  2005                                        119,383
  2006                                        122,965
  2007                                              0
  2008                                              0
  Thereafter                                        0
                                            ---------
Total                                       $ 358,254
                                            =========



                                      F-18
<PAGE>

Rent expense for the year ended July 31, 2003, the seven-month period ended July
31,  2002,  and the year ended  December  31, 2001 was  approximately  $155,000,
$138,000 and $145,000, respectively, and was charged to operations.


EMPLOYMENT  AGREEMENTS - On July 31, 2003,  the Company  entered into a two-year
employment agreement with Wayne Allyn Root pursuant to which Mr. Root is serving
as the Company's Chief Executive Officer and Chairman of the Board of Directors.
His compensation  includes: (a) a base salary of $175,000 per year for the first
year and 10% of the  Company's  operating  income for the second year,  provided
that in no event will the base  salary  fall below  $175,000  per year or exceed
$250,000; (b) handicapping fees during the first year equal to 10% of Mr. Root's
handicapping  fees received by the Company,  not to exceed a maximum of $350,000
per year, and  handicapping  fees during the second year equal to the greater of
$450,000 or 20% of the Company's  operating income for that fiscal year; and (c)
a  performance  bonus  in the  second  year  equal to 25% of the  amount  in the
Company's  performance  pool;  (d) a  restricted  stock  grant in the  amount of
2,100,000 shares of the Company's common stock where the stock vests at the rate
of 700,000  shares per year with the first  700,000  shares  vesting on July 31,
2003; (e)  compensation  in the event of a change in ownership or control of the
Company, either friendly or hostile, which includes a minimum annual base salary
of $250,000, the handicapping fee of 12% versus the 10% described above, and the
ceiling will be removed,  and all unvested  shares will  immediately  vest;  and
other  employee  benefits  provided to senior  executives  of the  Company.  The
agreement  also  includes  an  agreement  to  indemnify  Mr.  Root,  non-compete
provisions and provision  regarding  payments in the event of termination of Mr.
Root's employment. As consideration for the issuance of the 2,100,000 restricted
shares,  Mr. Root surrendered all written options and warrants which were issued
to him prior to July 31, 2003.


[14] LEGAL MATTERS
In the normal course of business, the Company is exposed to a number of asserted
and unasserted potential claims. At the present time,  management,  after review
of amounts accrued and  consultation  with counsel,  believes it has meritorious
defenses and considers that any additional  liabilities from these matters would
not materially affect the financial position, liquidity or results of operations
of the Company.

In March 2003 the Company negotiated a payment schedule to settle a dispute with
a former landlord  regarding the former  corporate  headquarters of the Company.
The Company  agreed to make monthly  payments of $15,000 until the settlement is
paid in full. The balance at July 31, 2003 is $337,805 and is accounted for as a
component  of accounts  payable.  The Company  also issued  warrants to purchase
200,000  shares  of  common  stock  to the  leaseholder  as a  component  of the
settlement.  The associated warrant cost of $63,236 was charged to non-cash cost
of financing.


[15] 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.

[16] SUBSEQUENT EVENTS

At October 31, 2003 the Company has  $100,000  borrowed  under a standby  credit
facility  (see note 8),  which was in default.  On October  10,  2003  Newmarket
Investments, plc ("Newmarket") made demand for payment.

On October  15, 2003 the Company and  Newmarket  reached  agreement  whereby the
Company redeemed $500,000 of convertible debt held by Newmarket.  To redeem this
convertible  debt the Company issued 3,846,154 shares of common stock at a value
of $0.13 per share.

Three directors have resigned at the end of their respective  terms. This leaves
three  vacancies on the Board of Directors,  which the Company will fill as soon
as  practicable.  The three  directors  that have  resigned are; John T. Manner,

<PAGE>


Timothy J.  Keating,  and Simon  Hayes.  The  following  individuals,  Mr. James
Baxter, Mr. Timothy Whalley and Mr. Robert Seale have been nominated to serve as
directors  until the  election of  directors  at the next  Annual  Shareholders'
meeting;  each  appointment  will become  effective  upon the  acceptance by the
nominee.



                                      F-19
<PAGE>


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


NONE

                                    PART III

ITEM 9. 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 1, 2003. Our directors serve for a
term of Two years 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.

<TABLE>
<CAPTION>
        NAME                AGE                         TITLE
        ----                ---                         -----
<S>                         <C>    <C>
Wayne Allyn Root .........   41    Chairman of the Board and Chief Executive Officer

Douglas R. Miller ........   56    President, Chief Operating Officer, Secretary and Director

Jeff Johnson .............   45    Chief Financial Officer
</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 a director since our  reorganization  in July 2001. Mr. Miller has
also served as our Chief  Financial  Officer from  November  2001 to April 2003.
From 1999 to 2001,  Mr.  Miller  served as President of our  subsidiary,  Global
Sports Edge, Inc. From 1998 to 1999, Mr. Miller was the Chief Financial  Officer
of Body Code  International,  an apparel  manufacturer.  Mr. Miller holds a B.A.
degree in economics  from the  University  of  Nebraska,  and an MBA degree from
Stanford University. Mr. Miller does not hold a directorship in any other public
company.

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

<PAGE>

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


ITEM 10: EXECUTIVE COMPENSATION
The following table sets forth information regarding the executive  compensation
for the  Company's  President  during the fiscal year ended July 31,  2003,  the
seven months ended July 31, 2002, and the year ended December 31, 2001, and each
other  executive  officer  who had total  annual  salary  and bonus in excess of
$100,000 during such years.


                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                              Long-Term Compensation
                                                           ----------------------------
                       Annual Compensation Awards Payouts     Awards          Payouts
                       ----------------------------------  ----------------------------
                                                                   Securi-
                                                                   ties
                                                         Re-       Under-             All
                                                         stricted  lying       LTIP   Other
                                                         Stock     Options/    Payout Compen-
Name and Principal Position    Year  Salary     Bonus    Awards    SARs(#)     ($)    sation
---------------------------    ----  ------     -----    --------  -------      ---   ------
<S>                            <C>   <C>       <C>       <C>       <C>        <C>     <C>
Wayne Allyn Root; Chairman &   2003  $175,000  $350,000  2,100,000
Chief Executive Officer *      2002  $ 68,000  $163,262       --
                               2001  $165,000  $227,000       --


Douglas R. Miller; President   2003  $175,000        --       --
                              *2002  $ 92,115        --       --
                               2001  $173,845        --

Hollis Barnhart; Vice          2003  $150,000  $123,929    300,000
     President- Sales         *2002  $ 87,500  $ 37,304       --
                               2001  $150,000  $ 71,167       --
</TABLE>

* Seven months ending July 31,2002


-Bonus  Compensation for Mr. Root in 2003 includes  $161,250 earned but not paid
from handicapping fees.


<PAGE>

AGGREGATE  OPTION EXERCISES IN FISCAL YEAR ENDED JULY 31, 2003 AND OPTION VALUES
AS OF JULY 31, 2003

The  following  table sets forth  information  concerning  option  exercises and
option  holdings  for the year  ended  July 31,  2003 with  respect to our Chief
Executive Officer and each of our other executive officers.

<TABLE>
<CAPTION>
                                                    NUMBER OF SECURITIES          VALUE OF UNEXERCISED
                     EXERCISE     EXPIRATION       UNDERLYING UNEXERCISED          IN-THE-MONEY OPTIONS
NAME                 PRICE        DATE             OPTIONS AT JULY 31,2003           AT JULY 31, 2003
                                                 EXERCISABLE   UNEXERCISABLE    EXERCISABLE  UNEXERCISABLE
                                                 -----------   -------------    -----------  -------------
<S>                  <C>         <C>             <C>           <C>              <C>          <C>
Douglas R. Miller      $1.41      May 2005         106,551              --             --            --
</TABLE>

EMPLOYMENT AGREEMENTS

         On July 31,  2003,  the  Company  entered  into a  two-year  employment
agreement  with Wayne  Allyn Root  pursuant  to which Mr. Root is serving as the
Company's  Chief Executive  Officer and Chairman of the Board of Directors.  His
compensation includes: (a) a base salary of $175,000 per year for the first year
and 10% of the Company's  operating income for the second year, provided that in
no event will the base salary fall below  $175,000 per year or exceed  $250,000;
(b)  handicapping  fees  during  the  first  year  equal  to 10%  of Mr.  Root's
handicapping  fees received by the Company,  not to exceed a maximum of $350,000
per year, and  handicapping  fees during the second year equal to the greater of
$450,000 or 20% of the Company's  operating income for that fiscal year; and (c)
a  performance  bonus  in the  second  year  equal to 25% of the  amount  in the
Company's  performance  pool;  (d) a  restricted  stock  grant in the  amount of
2,100,000 shares of the Company's common stock where the stock vests at the rate
of 700,000  shares per year with the first  700,000  shares  vesting on July 31,
2003; (e)  compensation  in the event of a change in ownership or control of the
Company, either friendly or hostile, which includes a minimum annual base salary
of $250,000, the handicapping fee of 12% versus the 10% described above, and the
ceiling will be removed,  and all unvested  shares will  immediately  vest;  and
other  employee  benefits  provided to senior  executives  of the  Company.  The
agreement  also  includes  an  agreement  to  indemnify  Mr.  Root,  non-compete
provisions and provision  regarding  payments in the event of termination of Mr.
Root's employment. As consideration for the issuance of the 2,100,000 restricted
shares,  Mr. Root surrendered all written options and warrants which were issued
to him prior to July 31, 2003.

EQUITY INCENTIVE PLAN

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

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

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

During the fiscal year ended July 31, 2003,  we issued  1,500,000  options under
the Plan to Newmarket  Investment  PLC with an exercise price of $.50 per share,
and we issued  310,000  options to employees of the Company at exercise price of
$0.27 per share.


<PAGE>

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets  forth,  as  of  July  31,  2003,   certain
information regarding the ownership of GWIN's capital stock by each director and
executive  officer of GWIN,  each person who is known to GWIN to be a beneficial
owner of more than 5% of any class of GWIN's voting  stock,  and by all officers
and  directors of GWIN as a group.  Unless  otherwise  indicated  below,  to our
knowledge,  all persons  listed below have sole voting and investing  power with
respect to their  shares of capital  stock,  except to the extent  authority  is
shared by spouses under applicable community property laws.

         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 of
July 31, 2003, 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 78,596,495  shares issued and  outstanding on a fully diluted basis, as
of July 31, 2003.


<TABLE>
<CAPTION>
-------------------------- ----------------------------- -------------------------- -------------------------
                                 Name and Address                 Amount                    Percent
        Title of                        Of                Of Beneficial Ownership              Of
          Class               Beneficial Owners (1)                                          Class
-------------------------- ----------------------------- -------------------------- -------------------------
<S>                        <C>                           <C>                        <C>
Common and 5%              Wayne Allyn Root (2)                  6,503,473                   8.20%
Convertible Debt
-------------------------- ----------------------------- -------------------------- -------------------------
Common and 5%              Douglas R. Miller (3)                 3,689,019                   5.38%
Convertible Debt
-------------------------- ----------------------------- -------------------------- -------------------------
Common                     Timothy J. Keating (4)                5,342,722                   7.10%
-------------------------- ----------------------------- -------------------------- -------------------------
Common and 5%              Simon Hayes (5) Newmarket            13,830,769                   20.20%
Convertible Debt           Investment plc.
-------------------------- ----------------------------- -------------------------- -------------------------
                           Directors and executive              10,192,492                   13.58%
                           officers as a group (4
                           persons)
-------------------------- ----------------------------- -------------------------- -------------------------
</TABLE>


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

(2) Amount also includes Mr. Root's employee stock grant totaling 2,100,000.

(3) Includes  3,515,802  shares 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  33,333  shares to be issued
upon  conversion of a 5%  Convertible  Debenture  held by Mr.  Miller's wife and
warrants to purchase 33,333 shares of common stock at an exercise price of $0.50
related to that Debenture.

(4) Amount  also  includes  Mr.  Keating's  shares  from the  preferred  C-Share
conversion  and  warrants  to  purchase  400,000  shares  at $0.50 per share and
400,000 shares at $1.00 per share.

(5)  Represents  9,230,308  shares of common stock  underlying a 5%  Convertible
Debenture,  maturing in August 2004, 3,000,000 shares of common stock underlying
a warrant  exercixable  at $0.13  expiring  on August 31,  2005,  and options to
purchase  1,500,000 common shares at an exercise price of $0.50. The address for
Newmarket  Investment  plc. is Queensberry  House,  129 High Street,  Newmarket,
Suffolk, CB8 9WP, UK.


<PAGE>


                      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
-------------                        ----------          -------------------     ---------------
                                          (a)                 (b)                    (c)
<S>                                   <C>                    <C>                <C>
Equity compensation
plans approved by security holders    3,000,000 Common       $0.46              1,190,000 Common

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

Total                                3,000,000 Common        $0.46              1,190,000 Common
</TABLE>

<PAGE>

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In September 2002, we entered into an agreement with Newmarket Investments,  plc
("Newmarket"),  an existing  convertible  debenture holder,  which provided that
Newmarket invest an additional  $700,000 in the Company by amending the existing
$500,000  convertible  debenture held by Newmarket to reflect a principal amount
of  $1,200,000.   The  Anti-Dilution   provisions  on  the  combined  $1,200,000
convertible  debenture  provide that 5,802,199  additional shares be issued upon
conversion.  The total Newmarket  convertible  debenture  shares upon conversion
will be  9,230,769.  In  addition,  the  Company  agreed to exchange an existing
warrant held by Newmarket to acquire  1,000,000  shares of common stock at $1.00
per share for a warrant to acquire 3,000,000 shares of common stock at $0.13 per
share.  This Warrant  expires on August 31,  2005.  Newmarket  also  extended an
unsecured  standby credit  facility of $250,000 with a 16% annual interest rate,
and payable on March 31, 2003.  We were in default and owed  $100,000  principal
and  interest  of $31,023 as of  October  14,  2003.  In  connection  with these
transactions,  we also  issued to  Newmarket  a three  year  option to  purchase
1,500,000  shares at a price per share of $0.50.  The  option  expires  July 31,
2006. Simon Hayes, a director of the Company from December 2002 until October 8,
2003, is a Director of Newmarket.

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


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 from December
2002 until  October  8,  2003,  and our  former  President  and Chief  Executive
Officer, is the Managing Member and President of Keating Investments,  LLC. This
fee represents 10% of the amount of gross proceeds from the placement.

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

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

In  November  2001,  we  borrowed  money  from and  entered  into  note  payable
agreements  with Mr. Root, an officer and director,  and Mr.  Keating,  a former
director,  for $50,000 each which accrue  interest at 12% annually.  At July 31,
2003, we had a principal balance of $100,000  outstanding under these agreements
with accrued interest of $19,496.


<PAGE>


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

(a) EXHIBITS.

Number     Description

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

3.1        Certificate of Incorporation of GWIN, as amended (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)

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)


<PAGE>

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)

10.24      Employment Agreement with Wayne Allyn Root dated July 31, 2003 -
           Filed herewith electronically

21.1       List of Subsidiaries (4)

31.1       Certification of Chief Executive Officer pursuant to Section 302 of
           the Sarbanes-Oxley Act of 2002  - Filed herewith electronically

31.2       Certification of Chief Financial Officer pursuant to Section 302 of
           the Sarbanes-Oxley Act of 2002  - Filed herewith electronically

32.1       Certification of Chief Executive Officer pursuant to 18 U.S.C.
           Section 1350 - Filed herewith electronically

32.2       Certification of Chief Financial Officer pursuant to 18 U.S.C.
           Section 1350 - Filed herewith electronically

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

(2) Described in Exhibit 2.1

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

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

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

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

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



<PAGE>

(b) REPORTS ON FORM 8-K

None.

ITEM 14.  CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of our management,  including
our  principal  executive  officer  and  principal  financial  officer,  we have
evaluated  the  effectiveness  of the design  and  operation  of our  disclosure
controls and procedures within 90 days of the filing date of this annual report,
and, based upon their evaluation,  our principal executive officer and principal
financial  officer  have  concluded  that  these  controls  and  procedures  are
effective.  There were no  significant  changes in our  internal  controls or in
other factors that could  significantly  affect these controls subsequent to the
date of their evaluation.

Disclosure  controls and procedures are our controls and other  procedures  that
are  designed to ensure that  information  required to be disclosed by us in the
reports that we file or submit  under the  Exchange Act is recorded,  processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules and  forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and  communicated  to our management,  including our
principal  executive officer and principal  financial officer, as appropriate to
allow timely decisions regarding required disclosure.



<PAGE>



ITEM 15.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The  aggregate  fees billed by  Demetrius  & Company,  L.L.C.  for  professional
services related to the audit of the Company's consolidated financial statements
for the fiscal year ended July 31, 2003 were $10,000.

Audit Related Fees

There were no fees  billed by  Demetrius  & Company,  L.L.C.  for audit  related
services for the fiscal year ended July 31, 2003.

Tax Services

There were no fees billed by  Demetrius & Company,  L.L.C.  for tax services for
the fiscal year ended July 31, 2003.

All Other Services

There were no fees billed by Demetrius & Company,  L.L.C. for other services for
the fiscal year ended July 31, 2003.




<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 15, 2003

                                GWIN, 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 15, 2003 and in the capacities indicated.



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

/s/ Jeff Johnson
-----------------------------------------------------
Jeff Johnson, Chief Financial Officer
(Principal Financial and Accounting Officer)

/s/ Douglas Miller

-----------------------------------------------------
Douglas Miller, Director




October 15, 2003