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                                                                    EXHIBIT 99.2


                           CERTIFICATIONS PURSUANT TO
                               RULE 13A-14 OF THE
                  SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
                             AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of GWIN, Inc. (the "Company") on Form
10-KSB for the period ending July 31, 2002, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Wayne Allyn Root,
Chief Executive Officer (the "Officer") of the Company, certify, pursuant to
Rule 13a-14 of the Securities Exchange Act of 1934, as amended, that:

(1)  the Officer has reviewed the report;

(2)  Based on the Officer's knowledge, the report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary in
     order to make the statements made, in light of the circumstances under
     which such statements were made, not misleading;

(3)  Based on the Officer's knowledge, the financial statements, and other
     financial information included in the report, fairly present in all
     material respects the financial condition and results of operations of the
     issuer as of, and for, the periods presented in the report;

(4)  The Officer and the other certifying officers:

     -    Are responsible for establishing and maintaining "disclosure controls
          and procedures," as that term is defined by the Securities and
          Exchange Commission, for the Company;
     -    Have designed such disclosure controls and procedures to ensure that
          material information is made known to them, particularly during the
          period in which the periodic report is being prepared;
     -    Have evaluated the effectiveness of the Company's disclosure controls
          and procedures within 90 days of the date of the report;
     -    Have presented in the report their conclusions about the effectiveness
          of the disclosure controls and procedures based on the required
          evaluation; and
     -    Have disclosed to the Company's auditors and to the audit committee of
          the board of directors (or persons fulfilling the equivalent
          function):

          o    all significant deficiencies in the design or operation of
               internal controls, as that term is defined by the Securities and
               Exchange Commission, (a pre-existing term relating to internal
               controls regarding financial reporting) which could adversely
               affect the Company's ability to record, process, summarize and
               report financial data and have identified for the Company's
               auditors any material weaknesses in internal controls; and

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          o    any fraud, whether or not material, that involves management or
               other employees who have a significant role in the Company's
               internal controls; and

          o    have indicated in the report whether or not there were
               significant changes in internal controls or in other factors that
               could significantly affect internal controls subsequent to the
               date of their evaluation, including any corrective actions with
               regard to significant deficiencies and material weaknesses.

                                    /s/ Wayne Allyn Root
                                    _________________________________
                                    By: Wayne Allyn Root
                                    Chief Executive Officer
                                    Date: October 28, 2002

In connection with the Annual Report of GWIN, Inc. (the "Company") on Form
10-KSB for the period ending July 31, 2002, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Douglas Miller, Chief
Financial Officer (the "Officer") of the Company, certify, pursuant to Rule
13a-14 of the Securities Exchange Act of 1934, as amended, that:

(5)  the Officer has reviewed the report;

(6)  Based on the Officer's knowledge, the report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary in
     order to make the statements made, in light of the circumstances under
     which such statements were made, not misleading;

(7)  Based on the Officer's knowledge, the financial statements, and other
     financial information included in the report, fairly present in all
     material respects the financial condition and results of operations of the
     issuer as of, and for, the periods presented in the report;

(8)  The Officer and the other certifying officers:

     -    Are responsible for establishing and maintaining "disclosure controls
          and procedures," as that term is defined by the Securities and
          Exchange Commission, for the Company;

     -    Have designed such disclosure controls and procedures to ensure that
          material information is made known to them, particularly during the
          period in which the periodic report is being prepared;

     -    Have evaluated the effectiveness of the Company's disclosure controls
          and procedures within 90 days of the date of the report; and

     -    Have presented in the report their conclusions about the effectiveness
          of the disclosure controls and procedures based on the required
          evaluation;

     -    Have disclosed to the Company's auditors and to the audit committee of
          the board of directors (or persons fulfilling the equivalent
          function):

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          o    all significant deficiencies in the design or operation of
               internal controls, as that term is defined by the Securities and
               Exchange Commission, (a pre-existing term relating to internal
               controls regarding financial reporting) which could adversely
               affect the Company's ability to record, process, summarize and
               report financial data and have identified for the Company's
               auditors any material weaknesses in internal controls; and

          o    any fraud, whether or not material, that involves management or
               other employees who have a significant role in the Company's
               internal controls; and

          o    have indicated in the report whether or not there were
               significant changes in internal controls or in other factors that
               could significantly affect internal controls subsequent to the
               date of their evaluation, including any corrective actions with
               regard to significant deficiencies and material weaknesses.

                                    /s/ Douglas Miller
                                    _________________________________
                                    By:  Douglas Miller
                                    Chief Financial Officer
                                    Date: October 28, 2002



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