SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB

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

         For the fiscal period ended July 31, 2006

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

         For the transition period from ___________ to ___________

                        Commission File Number: 000-24520

                        Winning Edge International, Inc.
              ----------------------------------------------------
              (Exact name of small business issuer in its charter)

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

5052 South Jones Blvd, Ste. 100, Las Vegas, Nevada               89118
--------------------------------------------------             ----------
     (Address of principal executive offices)                  (Zip Code)

                                 (702) 967-6000
                 ------------------------------------------------
                 (Issuer's telephone number, including area code)

                                    Gwin, Inc.
                 ------------------------------------------------
 (Former name, former address and former fiscal year, if changed since last
report)

Securities registered under Section 12(b) of the Act:  None
Securities registered under Section 12(g) of the Act:

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

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of issuer'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. [ ]
Indicate by check mark whether the issuer is a shell company (as defined in
Rule 12b-2 of the Exchange Act).  YES [ ]  NO [X]

State issuer's revenues for its most recent fiscal year.  $5,600,923.

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of October 1, 2006 was approximately $4,318,875, based upon the
closing price per share of the Common Stock of $0.035 on that date.

The number of shares outstanding of the issuer's Common Stock as of October 1,
2006: Common Stock, $.0001 Par Value 118,396,450,shares.




                                TABLE OF CONTENTS

                                                                        Page

PART I .................................................................  3

Item 1.  Description of Business .......................................  3

Item 2.  Description of Property .......................................  8

Item 3.  Legal Proceedings .............................................  8

Item 4.  Submission of Matters to a Vote of Security Holders ...........  8

PART II ................................................................  9

Item 5.  Market for Common Equity and Related Stockholder Matters ......  9

Item 6.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations......................................  9

Item 7.  Financial Statements .......................................... F-1

Item 8.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure ........................... 14

Item 8A. Controls and Procedures ....................................... 14

Item 8B. Other Information ............................................. 14

PART III ............................................................... 15

Item 9.  Directors, Executive Officers, Promoters and Control
         Persons; Compliance with Section 16(a) of the Exchange Act .... 15

Item 10. Executive Compensation ........................................ 18

Item 11. Security Ownership of Certain Beneficial Owners and
         Management and Related Stockholder Matters..................... 20

Item 12. Certain Relationships and Related Transactions ................ 21

Item 13. Exhibits and Reports on Form 8-K .............................. 22

Item 14. Principal Accountant Fees and Services ........................ 25

SIGNATURES ............................................................. 26







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                                    PART I

ITEM 1. DESCRIPTION OF BUSINESS

OVERVIEW

     Winning Edge International, Inc., formally known as GWIN, Inc. (the
"Company") is headquartered in Las Vegas, Nevada.  The Company produces
television, radio, and web-based programming related to sports and gaming and
provides sports handicapping analysis and advice to sports bettors worldwide
through its wholly-owned subsidiary,  Global SportsEDGE, Inc.  Global
SportsEDGE provides professional handicapping advice on professional football
games played by the National Football League ("NFL"), professional basketball
games played by the National Basketball Association, college football and
basketball games, major-league baseball, hockey, NASCAR, and golf.  All
information and advice is provided for entertainment purposes only.

CORPORATE INFORMATION

     We were originally incorporated in Nevada in 1986.  We reincorporated in
Massachusetts in 1987 and reincorporated in Delaware in 1996.  In July 2001,
we acquired our sports handicapping business, which we operate through our
wholly-owned subsidiary, Global SportsEDGE, Inc., a Delaware corporation.

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

    Effective September 21, 2006 the company changed its name to Winning Edge
International, Inc. to better reflect the brand associated with our nationally
aired television and radio programming now in its sixth year called "The
Winning Edge" or "Wayne Allyn Root's Winning EDGE".

     The Company is engaged in a highly seasonal business, with the majority
of handicapping and media advertising sales related to the football and
basketball season.  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).

THE GAMING AND SPORTS HANDICAPPING MARKET

     Our advice services are intended for entertainment purposes only to
assist fans of the games and teams we cover in analyzing the prospects of
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 there is a market for our sports handicapping information
and analysis wherever there are fans and wherever there is a market for sports
wagering and that the size of the market for our sports handicapping
information and analysis is related to the market for sports viewing and

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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 increased viewers' interest in watching and wagering on sports

OUR BUSINESS MODEL

     Our business model provides for multiple revenue streams.  We generate
revenues from the direct sale of our handicapping advice both in the sales
room and on the Internet, and from selling advertising "sponsorship" time on
our various media properties including our television program, our radio
program, and our Internet web sites, www.winningedge.com, and
www.ewinners.com. The primary revenue stream is centered around the
handicappers featured on the Company's television and radio shows, both called
"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 20 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. Joining
Mr. Root on the show are his hand-selected experts in the sports handicapping
field, including Mr. Alec McMordie who has won 31 handicapping championships,
Ron Meyer, former AFC Coach of the Year, Chip Chirimbes and host Chet Coppock,
an Emmy award winning sportscaster based in Chicago. The celebrity of our
handicappers combined with a national television, radio, and Internet media
platform allows us to attract 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

     In addition to word-of-mouth and repeat customers, interest in our
service is derived primarily from three different promotional sources:
television, radio, and the Internet.  The Company's primary television
promotional vehicle is "Wayne Allyn Root's Winning EDGE".  This lively, 30-
minute, professionally produced television show is broadcast nationally on
Saturday mornings during the football season, which is generally from
September through early December.  During the 2006-2007 NFL season,
WinningEDGE airs nationwide on the Discovery Channel, reaching an approximate
viewing audience of 90 million potential viewers at what the Company considers
a "prime", 8:30 am est/pst pre-game time spot. The show stars and showcases
our team of professional handicappers.  Our hour-long radio show, also called
"Wayne Allyn Root's WinningEDGE," stars the same cast of handicappers as the
television show. The radio show airs on a number of stations in local markets
across the country. 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 websites
www.WinningEDGE.com and www.ewinners.com and develop customer interest through
other television, radio and print advertisements.

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     Our primary service is the handicapping analysis and advice of our
professional handicappers.  Our services 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.

     Potential customers interested in obtaining free information, discussing
one of our offers, or purchasing our picks call a toll-free number listed on
the broadcast of 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 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, money transfer, check, or cash.  Most sales are
completed using a credit card.  Upon the verified receipt of payment the
customer receives the selected pick(s) or package(s); these are generally
provided through the issuance of a PIN number for use with our automated call
center.  Sales are also made directly on the
websites utilizing the Company's patented "Web-Based Marketing" system which
allows the display of various offers from each of the handicappers and an
automated system to purchase and access the desired selections and
information.

     During the football and college basketball seasons, which combined,
extend from September to March, we maintain a staff of approximately 40 sales
representatives at our sales office located in Las Vegas, Nevada.  During the
"offseason" we maintain a staff of approximately 20 sales representatives.

     Our account representatives have a comprehensive knowledge of sports and
the business of sports handicapping and 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.  Our customers are assigned a PIN number to
receive their picks via our automated call center, though some elect to
receive their picks via email or directly from their account representative.
Our account representatives, also referred to as sales representatives, are
compensated on a commission basis, with total commissions averaging
approximately 35.5% of our gross sales including a small percentage of gross
sales paid as bonuses to sales managers when sales exceed predetermined sales
targets.

     Advertising and sponsorships are sold primarily as branding exposure for
the advertiser on our various media outlets.  For the 2006-2007 season of the
WinningEDGE, our primary television and radio advertisers are Hooter's Casino
Hotel Las Vegas, www.thepigpoker.net, and www.vegas.com.


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OUR STRATEGY

     Our goal is to become the leading provider of sports handicapping
information and advice first in the United States and then, internationally
and to become a provider of gaming lifestyle media programming. Our strategy
includes the following key elements:

      Establish a Global Brand Name.  We plan to vigorously promote our
handicappers and the WinningEDGE brand name and our websites. 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 with developers of gaming lifestyle
programming. Over the past 6 years the company has accumulated a large
database of sports bettors, the company feels this database allows for future
value based on its access to a targeted and defined demographics.

      Provide media content through new television, radio, and/or Internet
broadband programming targeting retail "how to" videos, commercial television
programming, interactive television, and Internet broadcasts. The Company has
the ability to provide quality programming utilizing the Company's established
brand names and personalities together with our expertise in producing
quality, low cost programming.

      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.  As we continue to establish our
media properties we believe this will become an ever larger percentage of our
total revenues.

      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 professional hockey,
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.

COMPETITION

     We face competition from numerous operations that sell sports
handicapping information through television, print media, direct mail, the
Internet, and telemarketing.  While we believe that we feature some of the
leading handicappers in the country, some of our competitors have longer
operating histories, significantly greater financial and marketing resources,
and possibly greater name recognition and larger user and membership bases.

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     Our industry is characterized by a large number of small, privately held
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.  Other major competitors include vegasinsider.com, a well-
known provider of sports gaming information, and formerly a subsidiary of
Sportsline.com, Don Best Associates, covers.com, and Vegas Experts, among
others, most of which focus almost exclusively on the sale of sports
information online.

     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 by 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.  Most, but not all, are exclusive agreements.
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 and own the registered trademark, "The WinningEDGE".  We
also own the Internet domain names www.winningedge.com, www.ewinners.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.

   We also own a patent (U.S. Patent # 6,260,019   Web-based Prediction
Marketplace) that is a method and apparatus for facilitating electronic
commerce between suppliers of predictions and consumers of predictions which
we believe is being infringed by many of our competitors.  We have entered
into a licensing and patent enforcement agreement with General Patent
Corporation International ("GPCI") to license and defend the Company's patent.
In August of 2006 we, through GPCI, filed a lawsuit against certain companies
and individuals to enforce our patent and seek damages on the unauthorized use
of our proprietary technology. While this process is in its early stages, we
believe that if our lawsuit is sucessful the enforcement and licensing of the
patent could result in a substantial additional revenue stream.

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GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

     Gaming activities are subject to extensive statutory and regulatory
control by both state and federal authorities, and are likely to be
significantly affected by any changes in the political climate and economic or
regulatory policies.  We do not engage in gaming and do not accept or place
wagers.  The marketing and sale of our handicapping information and analysis
is not currently subject to direct government control, other than regulations
applicable to businesses generally.  However, we believe that demand for our
services is related to availability of legal gaming activities.  Significant
new restrictions on wagering on sporting events could have a negative impact
on our sales of handicapping information.

     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.  In September of 2006 a gaming bill was passed which prohibits the
transferring of funds electronically or by use of credit card companies to pay
for offshore sporting betting/books, including poker. However, none of these
regulations currently 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 17 full-time employees, including one of our four handicappers.
We also have three handicappers under sports personality agreements. The
fourth handicapper, Mr. Root, is a full-time employee and serves as the Chief
Executive Officer of the Company.  In addition, we have approximately 40
commission-based telemarketing sales representatives in our Las Vegas sales
office 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.

CUSTOMERS

     None of our customers comprises a significant portion of our revenues.

ITEM 2. DESCRIPTION OF PROPERTY

     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 $13,661.

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ITEM 3. LEGAL PROCEEDINGS

        The Company owns a patent (U.S. Patent # 6,260,019   Web-based
Prediction Marketplace) that is a method and apparatus for facilitating
electronic commerce between suppliers of predictions and consumers of
predictions which it believes is being infringed by many of its competitors.
The Company has entered into a licensing and patent enforcement agreement with
General Patent Corporation International (GPCI) to license and defend the
Company's patent. In August of 2006 the company, through GPCI, filed a lawsuit
against certain companies and individuals to enforce violations of the patent
infringement and to seek damages on the unauthorized use of the company's
proprietary technology.

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

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS

     On August 24, 2006 the Company filed Schedule 14-C Information, which
summarized a majority shareholder approval of the following items: 1) an
increase in the authorized shares from 150 million to 750 million, 2) adopting
a 25,000,000 share stock incentive plan for employees and consultants, 3)
changing the name of the Company from GWIN, Inc. to Winning Edge
International, Inc. the effective date for these changes was September 19,
2006.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our common stock has traded on the Over-The-Counter ("OTC") Bulletin
Board under the symbol "WNED" since September 20, 2006. Prior, the company
traded under the symbol "GWNI" since September 6, 2002.  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 OTC 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, 2006
           Fourth Quarter ....................   $ .05       .02
           Third Quarter .....................   $ .05       .03
           Second Quarter ....................   $ .06       .03
           First Quarter .....................   $ .05       .04

         Fiscal Year ended July 31, 2005
           Fourth Quarter ....................   $ .05       .04
           Third  Quarter .....................  $ .08       .04

              .          Second Quarter         ............   $ .11       .05
           First Quarter .....................   $ .16       .09

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     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, 2006 the closing price of our common stock, as reported on the
Over-The-Counter Bulletin Board, was $0.035. There were approximately 459
holders of record of the Company's common stock at that date.

     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 year ended July 31, 2006, we issued 14,608,381 shares of common
stock. Included in this are 2,333,332 shares issued in connection with
employment agreements with key officers, 250,050 shares to redeem debt,
12,000,000 shares for payment of services rendered. We also issued warrants to
purchase 10,000,000 shares in connection with a contract for services.

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, 2006 TO THE YEAR ENDED JULY 31, 2005.

     The operating losses for the year ended July 31, 2006, and the year ended
July 31, 2005 were $784,596 and $927,779 respectively.  The decreased loss for
fiscal year 2006 is primarily due to reducing operating expenses by over
$45,000 and increasing the advertising revenues by $200,000.  Due to our
accounting for sales of future handicapping information, a significant portion
of the increased revenues and cash flow achieved during the third and fourth
quarter is reported as deferred revenue which is carried over to fiscal year

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2007 and not recognized as revenues during fiscal 2006.

     Our net losses for the year ended July 31, 2006, and the year ended July
31, 2005 were $1,204,726 and $1,800,830 respectively.  The net loss declined
$596,104 from the year ended July 31, 2005 to the year ended July 31, 2006
primarily because interest expense decreased $237,548, receiving settlement
income of $179,200, and a reduction in the operating loss of $143,183.

     Revenue from sales of sports handicapping information and advertising
combined for the year ended July 31, 2006, and the year ended July 31, 2005
were $5,600,923 and $5,502,860, respectively.  The advertising revenues for
these same periods were $815,716 and $609,698, respectively and revenues from
sports handicapping information sales were $4,785,207 and $4,893,162,
respectively. Advertising revenues increased due to higher advertising
revenues. Handicapping sales decreased due to lower basketball and baseball
response during the company's third and fourth quarters.

     Total handicapping fee expenses for the year ended July 31, 2006, and the
year ended July 31, 2005 were $455,282 and $559,172 respectively.  This line
item is a commission based on a percentage of handicapping information sales.
The company renegotiated handicapper contracts eliminating minimum guarantees.

     Advertising expenses for the year ended July 31, 2006 and the year ended
July 31, 2005 were $1,373,865 and $1,450,517, respectively. The lower
advertising expense for the later period is due to better airtime pricing on
radio and a more targeted advertising campaign. Specifically, the Company
continues to fine tune its advertising expenditures on those areas and media
that provide it the most cost-effective return for its expenditures, the
company utilizes a client management software that tracks return on
advertising dollars spent by marketplace.

     Commission expenses for the year ended July 31, 2006 and the year ended
July 31, 2005 were $1,824,055 and $1,956,757, respectively. Commissions are a
set percentage of sales based sales revenue.

     Salaries and wage expenses for the year ended July 31, 2006 and the year
ended July 31, 2005 were $1,241,510 and $1,113,132, respectively.  The
majority of increases in salaries expense are due to higher health care
expenses.

     Professional fees for the year ended July 31, 2006, and the year ended
July 31, 2005 were $128,988 and $131,282, respectively. Professional fees are
primarily those due to fees involved in public company compliance.

     General and administrative expenses for the year ended July 31, 2006, and
the year ended July 31, 2005 were $1,313,053 and $1,158,143, respectively.
The increase is primarily due to write downs on financing expenses and
restructuring costs.


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SUMMARY OF CASH FLOWS FOR THE TWELVE MONTHS ENDED JULY 31, 2006

     Cash decreased approximately $66,722 during the twelve months ended July,
2006.  The decrease was a result of payments on long-term convertible debt &
lease obligations of $201,679.

OPERATING ACTIVITIES

     Net cash used in operating activities decreased from $615,771 in the
twelve months ended July 31, 2005 to cash received of $43,067 in the twelve
months ended July 31, 2006.  This change is due to a significant decrease in
accounts receivable in combination with a decrease in interest paid on common
stock issued as well as an increase in services & settlements paid with common
stock and warrants.

INVESTING ACTIVITIES

     Net cash used in investing activities decreased from $18,829 during the
twelve months ended July 31, 2005 to $9,110 during the twelve months ended
July 31, 2006.

FINANCING ACTIVITIES

     Net cash provided by financing activities decreased from $467,602 during
the twelve months ended July 31, 2005 to negative $100,679 during the twelve
months ended July 31, 2006.  This decrease in proceeds provided by financing
activities is due to a reduction in the issuance of notes payable.  Included
in the amount for the twelve months ended January 31, 2006, $201,679 was paid
on long term convertible debt and lease obligations.

LIQUIDITY AND CAPITAL RESOURCES

     Our working capital deficit as of July 31, 2006 is $1,132,665 as compared
to a working capital deficit of $927,518 as of July 31, 2005.  Of the July 31,
2006 amount, $985,452 represents revenues from sales which will not be
recognized until after July 31, 2006, and which are recorded as current
liabilities until earned.

SUBSEQUENT EVENT

     In September of 2006 the Company entered into a $655,000 short term loan
with a private investor. The note has an 18% interest rate and a maturity date
of June 30, 2007.  As collateral, the Company made a general pledge agreement,
giving a security interest in the assets of the Company including a specific
credit card reserve account. Additionally, the Company pledged 502,000,000
shares of Common Stock in the event of default.  CEO Wayne Root also pledged
his 462,222 Preferred Shares in the event of default.

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 other sporting events. As a

<PAGE>
<PAGE>

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.

CRITICAL ACCOUNTING POLICIES

     The discussion and analysis of our financial condition and results of
operations were based upon the consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in
the United States.  The preparation of these financial statements requires us
to make estimates and judgments that affect the reported amount of assets,
liabilities, revenues and expenses.  Our significant accounting policies are
described in Note 1 to our consolidated financial statements.  In response to
SEC Release No. 33-8040, "Cautionary Advice Regarding Disclosure About
Critical Accounting Policies," we have identified certain of these policies as
being of particular importance to the portrayal of our financial position and
results of operations and which require the application of significant
judgment by management.  We analyze our estimates, including those related to
revenue recognition, valuation of equity issuances, and contingencies and
potential litigation, and base our estimates on historical experience and
various other assumptions that we believe reasonable under the circumstances.

     Actual results may differ from these estimates under different
assumptions or conditions.  We believe the following critical accounting
policies affect our more significant judgments and estimates used in the
preparation of our financial statements.

REVENUE RECOGNITION

     Our handicapping service contracts with clients vary substantially in
length from a single sporting event to entire seasons.  We recognize the
revenue from service contracts ratably, as the services are rendered in
proportion to the total services to be provided under the term of the
contracts.  Payments received in advance for these services are recorded as
deferred revenues under current liabilities.

     Revenue from advertising agreements is recognized ratably over the period
of the agreements.

STOCK OPTIONS AND SIMILAR EQUITY INSTRUMENTS

     The Company has adopted Statement of Financial Accounting Standards No.
123 (revised 2004), Share-Based Payment, ("FAS 123(R)") which requires the
measurement and recognition of compensation expense for all share-based
payment awards made to employees and directors; including employee stock
options based on estimated fair values.  FAS 123(R) supersedes the Company's
previous accounting under Accounting Principles Board Opinion No. 25,

<PAGE>
<PAGE>

Accounting for Stock Issued to Employees ("APB 25") for periods beginning in
fiscal 2006. In March 2005, the SEC issued Staff Accounting Bulletin No. 107
("SAB 107") relating to FAS 123(R). The Company has applied the provisions of
SAB 107 in its adoption of FAS 123(R).

     The Company adopted FAS 123(R) using the modified prospective transition
method, which requires the application of the accounting standard as of August
1, 2005, the first day of the Company's fiscal year 2006. The Company's
Consolidated Financial Statements as of and for the fiscal year ended July 31,
2006 reflects the impact of FAS 123(R). In accordance with the modified
prospective transition method, the Company's Consolidated Financial Statements
for prior periods have not been restated to reflect, and do not include, the
impact of FAS 123(R).


ITEM 7. FINANCIAL STATEMENTS.

     The financial statements of the Company are set forth immediately
following the signature page to this Form 10-KSB and are incorporated herein
by this reference.

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

     None

ITEM 8A.  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 as of the period to which this filing relates, 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.

ITEM 8B.  OTHER INFORMATION.

     None.

<PAGE>
<PAGE>

                                  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, 2006. 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.

        NAME                AGE                   TITLE
        ----                ---                   -----

Wayne Allyn Root            44    Chairman of the Board and Chief Executive
                                  Officer

Douglas R. Miller           60    President, Chief Operating Officer,
                                  Secretary and Director

Jeff Johnson                48    Chief Financial Officer

Robert Seale                64    Director, Audit Committee(chair)

Roger Aspey-Kent            62    Director

Roger L. Harrison           63    Director

     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 is a director of Players Network (OTCBB:
PNTV).

     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>
<PAGE>

     ROGER ASPEY-KENT has been a member of the Board of Directors since
January 1, 2004.  He is currently an executive director of a property
development company based in Cyprus and also a non-executive director of a
technology systems company based in London.  From 1985 until 1990 he worked in
general management of Credit Commercial de France, in London.  From 1980 until
1985 he worked as a senior associate director of Societe Generale, Merchant
Banking. While at Societe Generale he served as senior corporate finance
advisor for equity strategy and he was responsible for corporate syndications
in London and Southeast Asia and for aerospace business development in Asia.
From 1963 until 1967 he worked as a corporate finance executive at Lazard
Brothers & Co. Ltd in London where he was responsible for corporate finance
activity in developing markets. Mr. Aspey-Kent currently serves as a director
of EIG Technology Ltd and Marrakesh Properties Ltd.

     ROBERT L. SEALE has been a member of the Board of Directors since January
1, 2004.  Currently, Mr. Seale is a Principle with GIF Services, Inc., a
Manager of Managers program managing the portfolios of state and local
governments.  From January 1999 until December 2002, Mr. Seale served as
Managing Director of Gabelli Fixed Income, LLC where he was responsible for
managing the $2.0 billion portfolio under management as a senior executive.
From 1991 until 1999 he served as the Nevada State Treasurer where he was
responsible for investing the State's $2.1 billion portfolio, managing the $28
billion cash flow, and debt issuance.  From 1981 until 1990 he was the
Managing Partner for Pangborn & Co. CPA's in Reno, Nevada.  He graduated with
a Bachelor of Science in Accountancy from California State Polytechnic
University in 1964.

     ROGER L. HARRISON has been a member of the Board of Directors since
January 15, 2004.  Since the early 1980's Mr. Harrison has been involved in
creating, producing and directing films.  Since 1999 he has been working on
twenty-three projects, three of which are currently considered "hot": Cousins
(Jerry Lee Lewis, Mickey Gilley, Jimmy Swaggart biopic); The Las Vegas
Showgirls Meet the Furry Hamsters from Hell (a Mel Brooks-type spoof); and a
documentary on capitalism and the republic form of democracy called "The
Perfect Incubator."  He is also on the creative team for Sony's upcoming
feature film Police Woman, starring Queen Latifah.  Prior to his involvement
with films, Mr. Harrison worked for approximately fourteen years in the
securities industry as an account executive with seven years at Merrill Lynch,
three years as Regional Manager with E.F. Hutton & Co., and four years with
A.G. Edwards.  His first film project was The Chosen which he produced during
1981-1983.  The Chosen was the winner of the Christopher Award; best film and
best actor (Rod Steiger) at the Montreal Film Festival; and the New York Film
Critics, best screenplay and best director awards.

     Our Board of Directors held three (3) meetings during the fiscal year
ended July 31, 2006.  Each Director attended at least 75% of the aggregate
number of meetings held by the Board of Directors during the time each such
Director was a member of the Board.

DIRECTOR COMPENSATION

     Commencing in February 2004, our non-employee directors receive $1,000
for each meeting of our Board of Directors they attend in person.  These fees
may be paid in cash or with restricted shares of common stock at the

<PAGE>
<PAGE>
discretion of the Company.  We also reimburse our directors for out-of-pocket
expenses incurred to attend meetings of the board.

     Our executive officers hold office until the next annual meeting of
directors.  There are no known arrangements or understandings between any
director or executive officer and any other person pursuant to which any of
the above-named executive officers or directors was selected as an officer or
director.

COMMITTEES

     We have two standing committees: the audit committee and the compensation
committee.

AUDIT COMMITTEE

     Our current Audit Committee was formed during February 2004.  It attends
to and reports to our Board of Directors with respect to matters regarding our
independent registered public accounting firm, including, without limitation:
annual review of their charter; approving the firm to be engaged as our
independent registered public accounting form for the next fiscal year;
reviewing with our independent registered public accounting firm the scope and
results of their audit and any related management letter; consulting with our
independent registered public accounting firm and our management with regard
to our accounting methods and adequacy of our internal accounting controls;
approving the professional services rendered by our independent registered
public accounting firm; reviewing the independence, management consulting
services and fees of our independent registered public accounting firm;
inquiring about significant risks or exposures and methods to minimize such
risk; ensuring effective use of audit resources; and preparing and supervising
the Securities and Exchange Commission reporting requirements.  Our Audit
Committee currently consists of Robert L. Seale and Roger Aspey-Kent.  The
audit committee met 2 times during the fiscal year.

COMPENSATION COMMITTEE

     Our Compensation Committee was formed during February 2004 to attend to
and report to our Board of Directors with respect to the appropriate
compensation of our directors and executive officers and is responsible for
administering all of our employee benefit plans.  The Compensation Committee
currently consists of Robert L. Seale and Roger L. Harrison.  The compensation
committee met 1 times during the fiscal year.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Based solely on a review of Forms 3 and 4 and amendments thereto
furnished to us during our most recent fiscal year, and Forms 5 and amendments
thereto furnished to us with respect to our most recent fiscal year and
certain representations, no persons who were either a director, officer, or
beneficial owner of more than 10% of our common stock, failed to file on a
timely basis reports required by Section 16(a) of the Exchange Act during the
most recent fiscal year, except that Wayne Root and Douglas Miller filed Form
4's 2 months late reporting the vesting of restricted shares on July 31, 2006
which had previously been issued in accordance with their employment
agreements.

<PAGE>
<PAGE>
                                CODE OF ETHICS

     The Board of Directors adopted a Code of Ethics in October 2004, which
applies to all of the Company's Executive Officers, Directors and employees.
A copy of the Code of Ethics was attached to our Annual Report on Form 10-KSB
for the year ended July 31, 2004.

ITEM 10. EXECUTIVE COMPENSATION

     The following table sets forth information regarding the executive
compensation for the Company's CEO and President during the fiscal years ended
July 31, 2006 and July 31, 2005 and each other officer(s) who had
total annual salary and bonus in excess of $100,000 during such years.

<TABLE>
<CAPTION>
                                     SUMMARY COMPENSATION TABLE

                                                                         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 &      2006  $175,000  $325,443        0         0          0       0
Chief Executive Officer           2005  $175,000  $388,271    4,000,000     0          0       0

Douglas R. Miller; President      2006  $195,000      0            0        0          0       0
                                  2005  $195,000      0       1,500,000     0          0       0

Hollis Barnhart; Vice             2006  $150,000  $ 58,763         0        0          0       0
President - Sales                 2005  $150,000  $ 43,677         0        0          0       0

Jeff Johnson; CFO                 2006  $125,000      0            0        0          0       0
____________________              2005  $108,000      0            0        0          0       0
</Table>

     The following table sets forth information concerning option exercises
and option holdings for the year ended July 31, 2006 with respect to our Chief
Executive Officer and each of our other executive officers:

<PAGE>
<PAGE>

               AGGREGATE OPTION EXERCISES IN FISCAL YEAR ENDED
             JULY 31, 2006 AND OPTION VALUES AS OF JULY 31, 2005
<TABLE>
<CAPTION>

                                       NUMBER OF SECURITIES         VALUE OF
UNEXERCISED
                                      UNDERLYING UNEXERCISED       IN-THE-MONEY
OPTIONS
             EXERCISE   EXPIRATION    OPTIONS AT JULY 31, 2005        AT JULY 31, 2006
   NAME      PRICE      DATE         EXERCISABLE  UNEXERCISABLE  EXERCISABLE
UNEXERCISABLE
----------   --------   ----------   -----------  -------------  -----------  --------
-----
<S>          <C>        <C>          <C>          <C>            <C>          <C>
None
</TABLE>

EMPLOYMENT AGREEMENTS

     On July 31, 2004, the Company entered into a four-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, (b)
handicapping fees/commissions during the first year equal to 10% of Mr. Root's
handicapping revenues received by the Company, (d) a restricted stock grant in
the amount of 4,000,000 shares of the Company's common stock where the stock
vests at the rate of 2,000,000 shares at signing and 666,666 shares vesting on
July 31, 2005, 666,667 vesting July 31, 2006 and 666,667 vesting July 31,
2007; (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 a provision regarding payments in the event of
termination of Mr. Root's employment.

     On July 31, 2004, the Company entered into a three-year employment
agreement with Douglas Miller pursuant to which Mr. Miller is serving as the
Company's President and serving on the Board of Directors. His compensation
includes: (a) a base salary of $195,000 per year. (b) a restricted stock grant
in the amount of 2,000,000 shares of the Company's common stock where the
stock vests at the rate of 1,000,000 shares at signing and 500,000 shares
vesting on July 31, 2005, and 500,000 vesting July 31, 2006; (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,
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. Miller, non-compete provisions and a provision
regarding payments in the event of termination of Mr. Miller's employment.

<PAGE>
<PAGE>

EQUITY INCENTIVE PLAN

     On July 31, 2006 the prior employee stock option plan totaling 3,000,000
shares and previously approved by the shareholders and board of directors
expired. A resolution adopting and approving an Equity Incentive Plan (the
"Plan"), reserving 25,000,000 shares of common stock for issuance under the
Plan was approved on August 18, 2006. On September 19, 2006, 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. 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.

     At July 31, 2006, no options were outstanding.

<PAGE>
<PAGE>

     During the fiscal year ended July 31, 2006, the Company granted no
options.

<TABLE>
<CAPTION>

                         Equity Compensation Plan Information

                            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
--------------              -----------------   --------------------  ---------------

                         <c>                 <c>                   <c>
                                   (a)                  (b)                 (c)
Equity compensation
plans approved by security
holders                            0 Common           $0.00                 0

Equity compensation
plans not approved by
security holders                  None                  N/A                None
                            ----------------           -----          ----------------
Total                               0 Common           $0.00               0 Common

</TABLE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          AND RELATED STOCKHOLDER MATTERS

     The following table sets forth the number and percentage of shares of our
$.0001 value common stock owned beneficially, as of July 31, 2005, by any
person, who is known by us to be the beneficial owner of 5% or more of such
common stock, by all Directors and Executive Officers individually, and by all
Directors and Executive Officers as a group.  Information as to beneficial
ownership is based upon statements furnished to us by such persons.

                                    Amount of
Name and Address                    Beneficial              Percentage
of Beneficial Owner (1)             Ownership               of Class
-----------------------            --------------           ----------

Wayne Allyn Root                   10,555,928 (2)             10.2%

Douglas R. Miller                   4,767,370 (3)              4.6%

Roger Aspey-Kent                      703,000 (4)               *

Robert L. Seale                        20,000                   *

Roger L. Harrison                      20,000                   *

Jeff Johnson                            -0-                    -0-

<PAGE>
<PAGE>

Hollis Barnhart                       300,000                   *

All Officers and Directors         16,366,298                 15.8%
as a group (7 persons)
_______________

* Less than one percent.

(1)  Unless otherwise noted, the address for each of the named beneficial
     owners is 5052 South Jones Blvd., Las Vegas, Nevada 89188.

(2)  Does not include 666,667 shares that vest on July 31, 2007. and 462,222
preferred shares that can be converted to 4,622,220 shares of common stock.

(3)  Includes 1,611,568 shares held directly by Mr. Miller; and 3,155,802
     shares held in the name of the Kerlee Intervivos Trust of which Mr.
     Miller is a beneficiary.

(4)  Includes 345,000 shares held directly by Roger Aspey-Kent and 358,000
     shares underlying currently exercisable warrants.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In September 2002, we entered into an agreement with Newmarket
Investments, plc ("Newmarket"), which was then a 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 were 9,230,769. Newmarket elected
to convert the entire debenture into restricted stock of the company in the
second quarter of 2004.  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 expired 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. At July 31, 2006, the Company
had an outstanding balance including interest of $173,815.  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 expired
July 31, 2006.  The CEO of Newmarket is a former director of the Company.

     In September 2001, we entered into a four-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 was charged to operations over 48
months.  In March 2004, the Company negotiated a settlement of stock in
exchange for the outstanding warrants and consulting services to the Company.
Timothy J. Keating, a former 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.

<PAGE>
<PAGE>

     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,
2005, we had a principal balance owed to Mr. Root of $50,000 under the
agreement with accrued interest of $21,116. In May of 2004 Mr. Keating elected
to receive common shares as payment in full on his $50,000 note.

     In May 2004, the Company issued 1,190,625 shares of restricted common
stock to Wayne A. Root, CEO, and 200,000 shares to an assignee of Mr. Root as
payment of $111,250 payable resulting from accrued handicapping commissions
due.

     In December 2004, the Company issued 1,000,000 shares of restricted
common stock to Wayne A. Root as compensation for his personal guaranty of a
$600,000 loan to the Company and for his pledging all of his common stock as
collateral for the loan.

     In July of 2006 the company redeemed $208,000 of debt owed to Wayne Root
for 462,222 preferred shares. The preferred shares can be converted into
4,622,220 common shares at the option of the holder at any time over the
following 36 months.

In September of 2006 the company entered into a $655,000 short term loan
with a private investor. The note has an 18% interest rate and a maturity date
of June 30, 2007.  As collateral, the Company made a general pledge agreement,
giving a security interest in the assets of the company including a specific
credit card reserve account. Additionally, the Company pledged 502,000,000
shares of Common Stock in the event of default.  CEO Wayne Root also pledged
his 462,222 Preferred Shares in the event of default.

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)


<PAGE>
<PAGE>

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)

<PAGE>
<PAGE>

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 (8)

10.25      Employment Agreement with Douglas R. Miller dated July 31, 2004
           (10)

10.26      Employment Agreement with Wayne Allyn Root dated July 31, 2004
           (10)

10.27      Securities Purchase Agreement with Laurus Master Fund, Ltd.
           Dated October 29, 2004 (9)

10.28      Secured Convertible Term Note payable to Laurus Master Fund, Ltd.
           For $600,000 (9)

14         Code of Ethics (10)

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.

<PAGE>
<PAGE>

(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.

(8) Incorporated by reference to GWIN, Inc. annual report on Form 10 KSB for
the year ended July 31, 2003, as filed with the SEC on November 10, 2003.

(9) Incorporated by reference to the similarly described exhibits included
with the Registrant's Form 8-K dated December 1, 2004, as filed with the SEC
on December 2, 2004.

(10) Incorporated by reference to GWIN, Inc. Annual Report on Form 10-KSB for
the year ended July 31, 2004, as filed with the SEC on November 1, 2005.

     (b) REPORTS ON FORM 8-K

     None.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

     The aggregate fees billed by Moore Stephens, P.C. for professional
services related to the audit of the Company's consolidated financial
statements for the fiscal years ended July 31, 2006 and 2005 were $40,000 and
$35,000 respectively.

AUDIT RELATED FEES

     The aggregate fees billed by Moore Stephens P.C. for audit related
services for the fiscal years ended July 31, 2006 and 2005 were $25,500 and
$29,659, respectively.

TAX SERVICES

     The aggregate fees billed by Moore Stephens P.C. for tax services for the
fiscal years ended July 31, 2006 and 2005 were $3,900 and $3,000 respectively.

ALL OTHER SERVICES

     There were no fees billed by Moore Stephens P.C. for other services for
the fiscal years ended July 31, 2006 and 2005.

<PAGE>
<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, there unto duly
authorized on November 10, 2006.

                                     Winning Edge International, 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 November 10, 2006 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


/s/ Robert Seale
---------------------------------------------------
Robert Seale, Director


/s/ Roger Aspey-Kent
---------------------------------------------------
Roger Aspey-Kent, Director


/s/ Roger Harrison
---------------------------------------------------
Roger Harrison, Director

<PAGE>
<PAGE>

                       Winning Edge International, Inc.
                            Financial Statements

<PAGE>
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Winning Edge International, Inc.

We have audited the accompanying consolidated balance sheet of Winning Edge
International, Inc. (formerly known as GWIN, Inc.) and subsidiaries as of July
31, 2006, and the related consolidated statements of operations, cash flows
and stockholders' deficit for each of the two fiscal years in the period then
ended. 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 the standards of the Public Company
Accounting Oversight Board (United States).  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. The
Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting.  Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated financial statements.  An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion the consolidated financial statements referred to above present
fairly in all material respects, the consolidated financial position of
Winning Edge International, Inc. and subsidiaries as of July 31, 2006, and the
consolidated results of their operations and their cash flows for each of the
two fiscal years in the period then ended, in conformity with U.S. generally
accepted accounting principles.

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, and 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 consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.


                                 /s/ MOORE STEPHENS, P.C.
                                 Certified Public Accountants.


Cranford, New Jersey
October 4, 2006

                                      F-1

<PAGE>
<PAGE>
                Winning Edge International, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET

                            July  31, 2006

ASSETS
Current assets:
     Cash                                                   $205,748
     Accounts receivable                                     147,931
     Prepaid Expense                                          92,600
    Deferred Financing Fee                                    10,334
    Deposits                                                 185,846
                                                           ---------
        Total Current Assets                                 642,459
                                                           ---------
Property & equipment (net)                                    32,888
Equipment held under capital leases (net)                      7,408
Deposits and other assets                                    146,878
Deferred Financial Fees                                        2,583
                                                           ---------
     Total assets                                         $  832,216
                                                           =========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
    Current portion of long-term debt,
      less unamortized discount of $ 30,964               $  305,913
    Notes payable   related parties                          173,815
     Deferred revenue                                        985,452
     Accounts payable                                        309,946
                                                           ---------
Total Current Liabilities                                  1,775,126
                                                           ---------
 Long term convertible debt,
   less unamortized discount of $18,062                      113,292
                                                           ---------
Total liabilities                                         $1,888,418
                                                           ---------
Stockholders' deficit:
Preferred stock - $0.0001 par value; 5,000,000
   shares authorized; 462,222 shares
   issued and outstanding                                        462
Common stock - $0.0001 par value; 750,000,000
   shares authorized; 118,396,450 issued and outstanding      11,840
Additional paid in capital                                27,638,131
Accumulated deficit                                      (28,706,635)
                                                           ---------
Total stockholders' deficit                               (1,056,202)
                                                           ---------
Total liabilities and stockholders' deficit              $   832,216
                                                           =========

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

<PAGE>
<PAGE>

                 CONSOLIDATED STATEMENTS OF OPERATIONS

                                                       Year ended
                                                         July 31
                                             --------------------------------
                                                  2006            2005
                                             --------------  ----------------
Net revenue   services                     $    4,785,207   $      4,893,162
Revenues   advertising                            815,716            609,698
                                             ------------    ---------------
     Total revenues                             5,600,923          5,502,860
                                             ------------    ---------------
Handicapping fees                                 129,839            171,185
Handicapping fees   related party                 325,443            387,987
Advertising expense                             1,373,865          1,450,517
Commissions                                     1,824,055          1,956,757
Salaries & wages                                1,241,510          1,113,132
Professional fees                                 128,988            131,282
General and administrative                      1,313,053          1,158,143
Depreciation expense                               48,766             61,636
                                             ------------    ---------------
     Total operating expense                    6,385,519          6,430,639
                                             ------------    ---------------
     Operating (loss)                            (784,596)          (927,779)
                                             ------------    ---------------
Settlement Income                                 179,200                 --
Interest (expense), including amortization
 of debt discount                                (110,483)          (348,031)
Other non-cash cost of financing                 (465,771)          (479,796)
Interest (expense)   related parties              (23,076)           (45,224)
                                             ------------    ---------------
   Net (loss) available to common shareholders (1,204,726)        (1,800,830)
                                             ============    ===============
Basic  and diluted (loss) per share of
 common stock                                    $  (0.01)          $  (0.02)
                                             ============    ===============
Basic weighted shares of common stock
 outstanding                                  105,807,610         92,153,638
                                             ============    ===============

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

<PAGE>
<PAGE>
             Winning Edge International, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                           Year Ended
                                                            July  31,
                                                 ----------------------------
                                                      2006              2005
                                                 -------------  -------------
Cash flows - operating activities:
 Net (loss)                                    $   (1,204,726)  $  (1,800,830)
 Adjustments to reconcile net (loss) to net
   cash used in operations:
    Depreciation                                       48,766          61,637
    Services & settlements paid with common
      stock and warrants                              550,417         553,806
    Amortization of Prepaid Expense-Related parties     6,667          60,000
    Interest expense   issuance of common stock            --         312,866
    Interest expense   issuance of warrants             3,370              --
    Interest expense   amortization of debt discount   39,216         207,116
    Non-Cash Financing Fees                           123,104              --
    Decrease (increase) in:
        Accounts receivable                           132,518        (242,955)
        Prepaid expenses                              (53,567)       (297,879)
        Other assets                                  206,408         (31,109)
        Deposits                                       99,303              --
        Deferred Financing Fees                        10,333         (20,667)
    Increase (decrease) in:
        Deferred revenue                              (97,908)        647,809
        Accounts payable                               25,452         (19,242)
Accounts Payable   related parties                    153,714         (46,323)
                                                   ----------     ------------
 Total adjustments                                  1,138,689       1,185,059
                                                   ----------     ------------
Total cash provided by (used in) operating
 activities                                            43,067        (615,771)
                                                   ----------     ------------
Cash flows - investing activities:

 Purchase of fixed assets                              (9,110)        (18,829)
                                                   ----------     ------------
 Total cash (used in) investing activities             (9,110)        (18,829)
                                                   ----------     ------------
 Cash flows - financing activities:
    Proceeds from issuance of notes payable            101,000        569,000
    Payments on long-term debt and lease obligations  (201,679)      (398,398)
    Proceeds from issuance of common stock                  --        297,000
Total cash (used in) provided by financing activities (100,679)       467,602
                                                   ----------     ------------
Net (decrease) in cash                                 (66,722)      (166,998)
Cash - beginning of period                             272,470        439,468
                                                   ----------     ------------
Cash   end of period                                  $205,748       $272,470
                                                   ===========    ============
The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>
<PAGE>

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:For the
twelve months ended July 31, 2006 and 2005, the Company paid $0 for taxes and
$79,532 for interest and $0 for taxes and $257,282 for interest, respectively.
The Company issued stock and warrants in payment for professional services and
settlement costs. For the twelve months ended July 31, 2006 and 2005, the
Company issued 14,603,381 shares of Common Stock and 5,157,700 shares of
Common Stock, respectively, for services and settlement costs.  The Company
also issued 275,050 shares as payment for a convertible debenture totaling
$25,000 during the fiscal year ended July 31, 2006; there were no such
issuances during the fiscal year ended July 31, 2005.During the twelve months
ended July 31, 2006, the Company settled a claim against a vendor for a total
of $179,200.  This settlement consisted of forgiven indebtedness of $129,200
and $50,000 of payments in kind which were used and recorded to expense. The
Company also issued shares of Convertible Preferred Stock and warrants to
Wayne Root for the forgiveness of $208,000 in salary and commissions.
Additionally, the company entered into a three year capital lease for office
equipment with payments of $317 per month; the principle portion of this
lease, which totaled approximately $11,000, is non-cash in nature and excluded
from the cash flow schedule.


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

<PAGE>
<PAGE>

              Winning Edge International, INC.  AND SUBSIDARIES
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

                  For the Years Ended July 31, 2005 AND 2006

<TABLE>
<CAPTION>

                                  Series A
                                Convertible
                             Preferred Stock   Common Stock
                             ---------------  ---------------               Pre-Paid                Total
                             No. of          No. of            Paid-In      Expense    Accumulated Stockholders'
                            Shares  Amount  Shares     Amount  Capital      Related Party  Deficit  Deficit
                            ------ -------- ------     -------  --------    ------------  -------  ----------
<c>                         
     
     
        
       
     
           
      


Balance -
 July 31, 2004                  --  $   --  83,290,496 $  8,332  $24,730,867 ($66,667) ($25,701,078)($1,028,546)
                             ------  ------ ----------  -------  ----------- --------   ------------ ----------
Issuance of Stock to
 retire Debentures              --      --  11,348,207    1,134    1,040,732      --            --    1,401,866
Issuance of Stock  for services --      --   5,157,700      515      378,092      --            --      378,607
Issuance of Stock for Cash      --      --   3,991,666      399      296,601      --             -      297,000
Interest Expense from
  Issuance of debenture         --      --          --       --      292,864      --            --      292,864
Amortization of Pre-paid        --      --          --       --           --  60,000             -       60,000
Net (loss) for the twelve
 months ended July 31, 2005     --      --          --       --           --      --     (1,800,830) (1,800,830)
                             ------  ------ ----------  -------  ----------- --------   ------------ ----------
Balance   July  31, 2005        --  $   -- 103,788,069  $10,380  $26,739,156 ($6,667)  ($27,501,908)  ($759,039)
                             ------  ------ ----------  -------  ----------- --------   ------------ ----------
Issuance of Stock to
 retire Debentures               -      --     250,050       25       29,981      --             --      30,006
Issuance of Stock  for services --      --  14,358,331     1435      548,982      --             --     550,417
Issuance of Preferred
 stock for Service         462,222     462           -       --      207,538      --              -     208,000
Interest Expense from
 Issuance of warrants           --      --          --       --        3,370      --             --       3,370
Amortization of Pre-paid         -      --          --       --          --    6,667             --       6,667
Issuance of Warrants            --      --          --       --     109,104       --             --     109,104
Net (loss) for the twelve
 months ended July 31, 2006     --      --          --       --          --       --     (1,204,726) (1,204,726)
                             ------  ------ ----------  -------  ----------- --------   ------------ ----------
Balance   July  31, 2006   462,222    $462 118,396,450   $11,84  $27,638,131      --   ($28,706,635)($1,056,202)
                           ======== ====== =========== ======== ============ ======== ============== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

<PAGE>
<PAGE>
              WINNING EDGE INTERNATIONAL, INC. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[1] ORGANIZATION AND CHANGES IN CONTROL OF COMPANY

Winning Edge International, Inc. and subsidiaries (the "Company") provides
professional handicapping advice on professional football games played by the
National Football League ("NFL"), professional basketball games played by the
National Basketball Association ("NBA"), and college football and basketball
games, major-league baseball, hockey, NASCAR, and golf.  It advertises such
services through the production of branded television, radio, and web-based
programming related to sports and gaming.  Substantially all activities of the
Company are performed through its wholly-owned subsidiary, Global SportsEDGE,
Inc. ("Edge").

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].

[2] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION -

The consolidated financial statements include the accounts of the Company and
its subsidiary, Global SportsEDGE, as well as several inactive subsidiaries.
All significant inter-company accounts and transactions have been eliminated
in consolidation.

REVENUE RECOGNITION -

Our service contracts with clients vary substantially in length from a single
sporting event to entire seasons.  We recognize the revenue from service
contracts ratably, as the services are rendered in proportion to the total
services to be provided under the contracts.  It is important to note that
while revenue from service contracts is deferred and recognized as the service
is delivered, the bulk of the costs associated with generating that revenue
including advertising, commissions, and handicapping fees are expensed in the
quarter that the service contract is generated. On July 31, 2006, the Company
had received $265,668 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, 2006 deferred revenue from advertising
agreements was $719,784. This amount is recorded as a current liability.

OPERATING COSTS AND EXPENSES -

Handicappers' fees and sales representatives' compensation and related
expenses are charged to operations as incurred.

<PAGE>
<PAGE>

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, 2006, the
Company did not have any cash equivalents. Cash is deposited in federally
insured bank accounts.

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 Financing 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.  In
the Company's present position diluted loss per share is the same as basic
loss per share. Securities that could potentially dilute earnings per share 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,
2006 and the year ended July 31, 2005 the number of common stock equivalents
excluded from the calculation, because they were anti-dilutive, was 30,678,053
and 20,511,393, respectively.

STOCK OPTIONS AND SIMILAR EQUITY INSTRUMENTS -

The Company has adopted Statement of Financial Accounting Standards No. 123
(revised 2004), "Share-Based Payment," ("FAS 123(R)") which requires the
measurement and recognition of compensation expense for all share-based
payment awards made to employees and directors; including employee stock
options based on estimated fair values.  FAS 123(R) supersedes the Company's
previous accounting under Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25") for periods beginning in
fiscal 2006. In March 2005, the SEC issued Staff Accounting Bulletin No. 107
("SAB 107") relating to FAS 123(R). The Company has applied the provisions of
SAB 107 in its adoption of FAS 123(R).

<PAGE>
<PAGE>

BENEFICIAL CONVERSION FEATURES -

The Company has sold certain convertible debentures with beneficial conversion
features [See Note 9] representing imputed discounts. The value of such
features is recorded by the Company as interest expense of $175,199 and
$89,848, for the years ended July 31, 2006 and 2005, respectively.

ADVERTISING EXPENSES -

The Company expenses advertising costs as incurred. Advertising expenses
consist primarily of costs related to the production and distribution of our
television and radio programming.  Total advertising costs for the years ended
July 31, 2006 and 2005 amounted to $1,373,865 and $1,450,517, 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.

[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, 2006, the Company has a loss from operations of approximately
$785,000, a working capital deficiency of approximately $1,133,000 and an
accumulated deficit of approximately $28,707,000.  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 loans and or equity issuances.  The Company plans
to continue revenue growth and cost containment with the goal of
profitability.  Management believes that it has the ability to raise
additional capital through private lenders and/or equity placements and/or
debentures to meet cash flow shortfalls and has raised $655,000 in financing
from a private investor (Note 15).  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.


<PAGE>
<PAGE>

[4] CONCENTRATIONS OF CREDIT RISKS

The Company places its cash with high credit quality institutions to limit its
credit exposure.  At July 31, 2006 the Company had approximately $130,000 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 majority of customers pay upfront for services eliminating the
majority of credit risk exposure.

(5) PROPERTY AND EQUIPMENT

The following details the composition of property and equipment:

<TABLE>
<CAPTION>
                                               Accumulated
At July 31, 2006           Cost                 Depreciation                    Net
                        ------------         -------------------        -----------
<c>                     
                  
                        

Television Studio Set     $157,727              $157,727                  $     0
Office Equipment & Other   420,305               387,417                   32,888
                      ------------           -------------------        -----------
TOTALS                    $578,032              $545,144                   $32,888
                           =======            ============                  ======
</TABLE>

Depreciation expense, excluding assets under capital lease obligations, for
the years ended July 31, 2006 and July 31, 2005 amounted to $44,326 and
$55,654, respectively.

(6) DEPOSITS AND OTHER ASSETS

Deposits and other assets comprised the following:

                                                  July 31
                                                   2006

Deposits with credit card processors             $285,779
Deposit in custodial accounts                      27,340
Real estate deposit                                18,105
Deposits with telephone service                     1,500
                                                 --------
Total                                            $332,724
Less current portion                             (185,846)
                                                 ---------
Total deposits & other assets                     146,878
                                                   ======





<PAGE>
<PAGE>

(7) LONG-TERM DEBT

Long-term debt is as follows:

                                                  July 31, 2006
                                                  -------------

Convertible note (13%)                               $345,452
Convertible note (18%)                                115,000
Capital lease   current                                 3,486
Capital lease   long term                               4,082
                                                      -------
      Total                                           468,020
Less amounts reflected as current liabilities        (305,913)
Less current portion of debt discount                 (30,964)
                                                      -------
                                                      131,353
Less   unamortized debt discount                      (18,062)
                                                      -------
TOTAL LONG-TERM DEBT                                 $113,292
                                                      =======

Following is a summary of property held under capital leases:
                                                 Accumulated
                          Cost                   Depreciation         Net
                         --------               ---------------    ---------
At July 31, 2006
Office Fixtures and
 Equipment               $347,572                $340,164          $7,408

Depreciation of assets under capital leases charged to expense for the years
ended July 31, 2006 and July 31, 2005 was $4,440 and $5,983 respectively.

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

2007                                                   $3,695
2008                                                    4,082
Thereafter                                                0
                                                      --------
Total Minimum Lease Payments                           $7,777
Less:  Amount Representing Interest                      (209)
                                                      --------
                                                       $7,568


Present Value of Net Minimum Lease Payments            $7,568
Less:  Current Portion                                 (3,486)
                                                      --------
LONG-TERM PORTION                                      $4,082
                                                      ========


<PAGE>
<PAGE>

Long-term debt at July 31, 2006 matures as follows:


          2007                             336,877
          2008                             131,354

                                          --------
        TOTAL                             $468,231
                                          ========

Debt

The 13% Convertible Note (in the original principal balance amount of
$600,000) is partially secured by a security interest in certain deposits with
the credit card processors of the Company (Note 6).  As these deposits are
released by the credit card processors they are sent to a custodial account
controlled by this lender; the Company only has access to such funds with the
permission of the lender.

The scheduled short term monthly principal payment due to the lender is
$18,181 for 10 months. The scheduled long term portion of $127,272 is due to
the lender in the following 10 months. At the discretion of the Company, this
note can be repaid by cash or by the issuance of common stock.

The company has $115,000 original principal balance unsecured note to a
private investor due 9/30/06. The company negotiated an extension of the note
to 11/30/06.

[8] RELATED PARTY NOTES AND ACCOUNTS PAYABLE

Related party notes and accounts payable are as follows:

                                                         July 31, 2006
                                                         -------------
Unsecured standby credit facility
 (16%), at July 31, 2006                                   $144,622
                                                           --------
Total notes                                                $144,622
                                                           --------
Accrued interest on unsecured standby credit facility        29,193
                                                           --------
TOTAL NOTES AND ACCOUNTS PAYABLE - RELATED PARTIES         $173,815
                                                           ========

The $144,622 principal and $29,193 in interest are due on demand to Newmarket
Investments, Plc, an entity which is associated with a former director of the
Company.

<PAGE>
<PAGE>

[9] STOCKHOLDERS' DEFICIT

During the years ended July 31, 2005 and 2006 the following securities
activity occurred:

COMMON STOCK AND WARRANTS

During the year ended July 31, 2005, we issued 20,497,573 shares of common
stock.  Included in this amount are 11,348,207 shares which were issued to
redeem debt.  We issued 3,000,000 shares of common stock pursuant to
employment agreements and 2,157,700 shares as payment for services rendered.
We also issued 3,991,666 shares in exchange for cash received in an equity
funding transactions. We also issued warrants to purchase 2,666,667 shares of
common stock in connection with the sale of a convertible term loan in the
amount of $600,000.  The value of these warrants was estimated using the
Black-Scholes-Merton valuation model, and the valuation was computed as being
$117,665.  This amount was recorded as a discount on the debt and as a
component of the interest expense on the issuance of the debenture.

During the year ended July 31, 2006, we issued 14,603,381 shares of common
stock. Included in this debt are 2,333,331 shares issued in connection with
employment agreements with key officers, 250,050 to redeem debt, 12,000,000
shares for payment of services rendered. We also issued 10,000,000 shares of
warrants in connection with a services rendered contract.  The value of these
warrants was estimated using the Black-Scholes-Merton valuation model, and the
valuation was computed as being $109,104.  This amount was expensed off as a
component of non-cash financing fees.

OPTIONS   At July 31, 2006 the company had no options outstanding, at July 31,
2005 the company had 1,810,000 options outstanding as part of a 3,000,000
share authorized employee stock option plan.

PREFERRED STOCK - The Company is authorized to issue up to 5,000,000 shares of
blank-check preferred stock under its certificate of incorporation, and at
July 31, 2006 we designated and issued 462,222 series "A" preferred shares to
redeem debt.  These preferred shares can be converted on demand for 4,622,222
shares of common stock within a three year period.  They also have
preferential voting rights of 250 votes per each series A preferred stock as
compared to one vote per share for common stock; there are no other
preferences related to these shares.

CONVERTIBLE DEBENTURES - During the fiscal year ended July, 31 2006 the
Company converted convertible debentures of $25,500 for 275,050 shares.
At July 31, 2006 the Company had a total of 9,969,900 shares underlying its
outstanding convertible debentures.

<PAGE>
<PAGE>

OPTIONS AND WARRANTS AT JULY 31, 2006

     STOCK OPTIONS                                 Weighted-Average
                                         Shares    Exercise Price
                                        ---------  ----------------

Outstanding at July 31, 2004            3,484,987       $1.41
Granted                                         0           0
Exercised                                       0           0
Canceled                                1,674,987           0
                                        ---------       -----
Outstanding at July 31, 2005            1,810,000       $ .40
Granted                                         0           0
Exercised                                       0           0
Canceled                                1,810,000           0
                                        ---------       -----
OUTSTANDING AT JULY 31, 2006                    0       $ .00
                                        =========       =====

EXERCISABLE AT JULY 31, 2006                    0       $ .00
                                        =========       =====

The following table summarizes information about stock options at July 31,
2006:

           Weighted-Average Outstanding and Exercisable Stock Options

                     Remaining      Weighted-Average
Exercise Prices        Shares       Contractual Life     Exercise Price
---------------      ---------      ----------------     --------------
$0.01 - $.50               0            none              $0.00

The Black-Scholes-Merton 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, 2004             9,362,747      $ .53
Granted                                  2,137,778        .10
Exercised                               (        0)       .00
Canceled                                (2,930,858)       .71
                                        ----------      -----
Outstanding at July 31, 2005            8,569,667         .28
Granted                                10,000,000         .02
Exercised                              (        0)        .00
Canceled                               (2,483,734)        .36
OUTSTANDING AT JULY 31,2006            16,085,933      $  .08
                                        ----------      -----
EXERCISABLE AT JULY 31,2006            16,085,933      $  .08
                                        ----------      -----

<PAGE>
<PAGE>

The following table summarizes information about warrants at July 31, 2005:

             Weighted-Average Outstanding and Exercisable Warrants

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

$0.02 - $ .53          16,085,933           3 years             $0.08

The Black-Scholes-Merton 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.

At July 31, 2006 the Company had a total of 9,969,900 shares underlying its
convertible debentures and these shares are included in the fully diluted
shares outstanding of  149,027,898.

PRO FORMA DISCLOSURE OF THE COMPENSATION COST FOR STOCK OPTION PLANS

The Company adopted FAS 123(R) using the modified prospective transition
method, which requires the application of the accounting standard as of August
1, 2005, the first day of the Company's fiscal year 2006. The Company's
Consolidated Financial Statements as of and for the fiscal year ended July 31,
2006 reflects the impact of FAS 123(R). In accordance with the modified
prospective transition method, the Company's Consolidated Financial Statements
for prior periods have not been restated to reflect, and do not include, the
impact of FAS 123(R).

No employee stock options were granted in the fiscal years ended July 31, 2006
or 2005 and no previously issued options vested during these periods.

[10] PROVISION FOR INCOME TAXES

At July 31, 2006, the Company had generated tax operating losses (assuming all
operating loss carry-forwards will be available) that total approximately
$15,800,000. Such loss carry-forwards will expire at various dates through
2026.  At July 31, 2006, based on the amount of operating loss carry-forwards,
the Company would have had a deferred tax asset of approximately $6,700,000.
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 $6,700,000 has been established.  This allowance includes an
increase of $700,000 related to operations during the year ended July 31,
2006. Accordingly, no net deferred tax asset is reflected in these financial
statements.

The Company has issued equity securities at various times since inception.  A
change in ownership, as defined by Section 382 of the Internal Revenue Code,
caused by such issuances of equity would limit the availability of these
losses to offset future taxable income, if any.  Management believes that
there has been no such change of ownership and that all generated tax
operating losses remain available to offset future taxable income, if any.

<PAGE>
<PAGE>

As part of a previous acquisition, the Company acquired net operating losses
of approximately $10,640,000.  Pursuant to Section 382 of the Internal Revenue
Code, utilization of these losses will be limited to approximately $240,000
subject to a maximum annual utilization of approximately $15,000 per year
through 2021. At July 31, 2006, the Company would have a deferred tax asset of
approximately $82,000 from these acquired losses.

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 approximately $82,000 has been established.  This
allowance includes a decrease of approximately $5,000 related to the
expiration of acquired operating losses. Accordingly, no net deferred tax
asset is reflected in these financial statements.

[11] NEW AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS

The Company does not anticipate the adoption of recently issued accounting
pronouncements to have a significant effect on the Company's results of
operations, financial position or cash flows.

[12] COMMITMENTS AND CONTINGENCIES

CAPITAL LEASES -

Minimum future lease payments under capital leases are included as a component
of long-term debt (see Note 7).

OPERATING LEASES   At July 31, 2006, the Company has one operating lease for
office space that expires in January 2007.  The lease grants an option for
renewal for an additional three (3) years, which the company has exercised.
The lease has a monthly payment obligation of $13,494 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, 2006 are as
follows:

     Year ending                                   Operating
      July 31,                                       Leases
     --------------                                ------------
       2007                                           163,858
       2008                                           168,716
     Thereafter                                           -0-
                                                  -------------
Total                                                $332,574
                                                     ========

Rent expense for the years ended July 31, 2006 and July 31, 200 was $151,961
and $143,254, respectively, and was charged to operations.

<PAGE>
<PAGE>

[13] LEGAL MATTERS

   The Company owns a patent (U.S. Patent # 6,260,019   Web-based Prediction
Marketplace) that is a method and apparatus for facilitating electronic
commerce between suppliers of predictions and consumers of predictions which
it believes is being infringed by many of its competitors.  The Company has
entered into a licensing and patent enforcement agreement with General Patent
Corporation International (GPCI) to license and defend the Company's patent.
In August of 2006 the company, through GPCI, filed a lawsuit against certain
companies and individuals to enforce violations of the patent infringement and
to seek damages on the unauthorized use of the company's proprietary
technology.

     In the normal course of business, the Company is exposed to a number of
asserted and unasserted potential claims.

[14] FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS No. 107, "Disclosure About Fair Value of Financial Instruments," 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.

[15] SUBSEQUENT EVENT

 In September of 2006 the Company entered into a $655,000 short term loan with
a private investor. The note has an 18% interest rate and a maturity date of
June 30, 2007.  As collateral, the Company made a general pledge agreement,
giving a security interest in the assets of the Company including a specific
credit card reserve account. Additionally, the Company pledged 502,000,000
shares of Common Stock in the event of default.  CEO Wayne Root also pledged
his 462,222 Preferred Shares in the event of default.