SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
                                  AMENDMENT NO. 1


[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
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)

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 -
           previously filed


21.1       List of Subsidiaries (4)


23.1       Consent of Demetrius & Company, LLC Independent Public Accountants
           - Filed herewith electronically

23.2       Consent of Moore Stephens, P.C. Independent Public Accountants
           - Filed herewith electronically

31.1       Certification of Chief Executive Officer pursuant to Section 302 of
           the Sarbanes-Oxley Act of 2002  - previously filed.

31.2       Certification of Chief Financial Officer pursuant to Section 302 of
           the Sarbanes-Oxley Act of 2002  - previously filed.

32.1       Certification of Chief Executive Officer pursuant to 18 U.S.C.
           Section 1350 - previously filed.

32.2       Certification of Chief Financial Officer pursuant to 18 U.S.C.
           Section 1350 - previously filed.

----------------------
(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.


(b) REPORTS ON FORM 8-K

None.

                                   SIGNATURES

In accordance  with Section 13 of the Exchange Act, the Registrant caused this
Amendment No. 1 to its Report to be signed on its behalf by the undersigned,
thereunto duly authorized on February 27, 2004.

                                GWIN, INC.



                                By:/s/ Douglas Miller
                                   -----------------------------------------
                                   Douglas Miller, President