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, 2005

[ ]      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

                                   GWIN, 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)

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.  $5,502,860.

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of October 3, 2005 was  approximately $4,196,245, based upon
the closing price per share of the Common Stock of $0.048 on that date.

The number of shares outstanding of the issuer's Common Stock as of October
3, 2005: Common Stock, $.0001 Par Value 103,788,069 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











                                       2



                                    PART I

ITEM 1. DESCRIPTION OF BUSINESS

OVERVIEW

     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.

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 potential and actual 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.

     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 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 our
handicappers have superior experience, knowledge and/or skill and that
purchasing our handicappers' analysis and advice allows our customers to
increase their odds of winning.

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

                                       3


viewers' interest in sports betting.  We also believe that the proliferation
of Internet sites which accept and facilitate sports wagering has also
increased viewers' interest in sports betting.

OUR BUSINESS MODEL

     Our business model provides for multiple revenue streams.  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[TM]"
("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 18 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 over the past ten years
and is currently the reigning Stardust Invitational Sports Handicapping
Champion, Mr. Chet Coppick, an Emmy award winning sportscaster based in
Chicago and Ron Meyer, former AFC Coach of the Year. The celebrity of our
handicappers combined with a national television, radio, and Internet media
platform allows us to attract highly qualified account representatives to our
Company. These account representatives are then able to convert incoming
telephone leads into completed sales, as described further below.

MARKETING AND SALES

     We generate revenues from the direct sale of our handicapping advice and
from selling advertising "sponsorship" time on our various media properties
including our television program, our radio program, and our Internet web
site, www.winningedge.com. 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 the WinningEDGE.  This lively, 30-minute,
professionally produced television show is broadcast nationally on Saturday
mornings during the football season, generally September through early
December.  During the 2005-2006 NFL season, the WinningEDGE airs nationwide
on WGN SuperStation TV, and on ComCast SportsNet Chicago, reaching an
approximate viewing audience of 70 million potential viewers at what the
Company considers a "prime", 10:00 am est/9 am cst/7 am pst pre-game time
spot. The show stars and is hosted by Mr. Root and showcases our team of
professional handicappers.  Our hour-long radio show is also hosted by Mr.
Root and 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 website
www.WinningEDGE.com, and develop customer interest through other television,
radio and print advertisements. Our primary service is the handicapping
analysis and advice of our professional handicappers.  This may be sold as
one pick from one handicapper for one game, or a series of picks for a series
of games played in one sport, a series of events in one season, a series of
different events for different sports during a season, or a series of picks
from different handicappers for one or many games in one or many sports.  The
cost varies based on the event, the sport, the number of picks and the
handicapper.

                                       4



     Once a potential customer has decided to call for one of our "free game"
offers or to purchase our picks, the customer calls a toll-free number listed
on our website or broadcast on our programs or in our advertising.  Unique
telephone numbers are assigned to each of our handicappers and to each
advertising source, to assist us with identifying which promotional sources
generate the highest revenue.  An 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 then 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.

     During the football and college basketball seasons, which combined,
extend from September to March, we maintain a staff of approximately 45 sales
representatives at our sales office located in Las Vegas, Nevada.

     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 30% of our gross sales. In addition, sales managers may also
receive a small percentage (1-3%) of gross sales achieved by their sales
representatives including bonuses paid when sales exceed predetermined sales
targets. We sell the analysis and picks of our professional handicappers in a
variety of packages and at various prices. Our prices vary by handicapper and
by the packages and picks offered by each handicapper, with higher prices for
the picks considered by our handicappers to have better odds of beating the
spread for a particular game.

     Customers may also purchase picks directly from our website, without
interaction with account representatives.  Visitors to this site can purchase
unique packages of picks offered only on our website.

     Advertising and sponsorships are sold primarily as branding exposure for
the advertiser on our various media outlets.  For the 2005-2006 season of the
WinningEDGE, our primary television and radio advertisers are BOSPoker.net, a
play for fun and prizes informational poker website, Hooter's Casino Hotel
Las Vegas, a new casino opening in Las Vegas in 2006, and SCORERUNNER.COM, a
provider of updated sports scores delivered to your cell phone or PDA device.
BOSPoker.net and Hooter's both made up-front cash payments for their
advertising exposure.  The Company received 5% of the equity in
SCORERUNNER.COM, plus 15% of SCORERUNNER'S net revenue as compensation for
advertising on GWIN's television, radio and the Internet properties.  Only
our agreement with BOSPoker.net was signed prior to our fiscal year end of
July 31, 2005.

                                       5



OUR STRATEGY

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

     A. Establish a Global Brand Name.  We plan to vigorously promote our
handicappers and the WinningEDGE[TM] brand name and related 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.

     B. 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.

     C. 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.

     D. 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.

     E. 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 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.

     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

                                       6


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

GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES

     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.  Other federal laws also impact gaming activities and
further legislation is being considered in Congress and individual states.
However, none of these regulations currently affects or applies directly to
our business and operations, and we are not aware of any legislation which
applies directly to our business becoming effective in the immediate future.

                                       7

EMPLOYEES

     We have 16 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 45
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 more than 1% 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 $12,940.

ITEM 3. LEGAL PROCEEDINGS

     At July 31, 2005 the company did not have any ongoing litigation.

     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

     None.
























                                       8


                                    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 "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, 2005
           Fourth Quarter ....................   $ .05       .04
           Third Quarter .....................   $ .08       .04
           Second Quarter ....................   $ .11       .05
           First Quarter .....................   $ .16       .09

         Fiscal Year ended July 31, 2004
           Fourth Quarter ....................   $ .22       .10
           Third Quarter .....................   $ .33       .12
           Second Quarter ....................   $ .28       .08
           First Quarter .....................   $ .37       .22

     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 3, 2005 the closing price of our common stock, as reported on the
Over-The-Counter Bulletin Board, was $0.048. There were approximately 575
holders of record of the Company's common stock.

     We have not paid any cash dividends since our inception and do not
contemplate paying dividends in the foreseeable future. It is anticipated
that earnings, if any, will be retained for the operation of our business.

RECENT SALES OF UNREGISTERED SECURITIES

     During the three months ended July 31, 2005, we sold the following
securities that were not registered under the Securities Act of 1933, as
amended:

     We issued 1,375,000 restricted shares to two debenture holders as
payment for principle and interest due on the debentures.  These shares were
issued pursuant to the exemption provided by Section 4(2) of the Securities
Act of 1933, as amended, and the appropriate restrictive legend was placed on
the certificates.

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

                                       9


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, 2005 TO THE YEAR ENDED JULY 31, 2004.

     The operating losses for the year ended July 31, 2005, and the year
ended July 31, 2004 were $927,779 and $654,049 respectively.  The increased
loss for fiscal year 2005 is entirely due to (a) losses incurred during the
first fiscal quarter (August-October '05) as the result of a hacking theft of
the Company's client and customer base (as previously reported); and (b) an
increase in deferred revenue to $960,000 from $350,000 compared to a year
ago. During each of the final three quarters of fiscal 2005, the Company
showed significant improvements in both periodic revenues and profits which
have continued into the Company's new fiscal year 2006.  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 2006 and not recognized as revenues during fiscal 2005.

     Our net losses for the year ended July 31, 2005, and the year ended July
31, 2004 were $1,800,830 and $1,903,284 respectively.  The net loss declined
$102,454 from the year ended July 31, 2004 to the year ended July 31, 2005
primarily because interest expense decreased $196,100 and other non-cash cost
of financing decreased $163,086.  These decreases more than offset the
$273,730 increase in the operating loss between the two fiscal years
described in the paragraph above.

     Revenue from sales of sports handicapping information and advertising
combined for the year ended July 31, 2005, and the year ended July 31, 2004
were $5,502,860 and $6,080,787, respectively.  The advertising revenues for
these same periods were $609,698 and $710,836, respectively and revenues from
sports handicapping information sales were $4,893,162 and $5,369,951,
respectively. Advertising revenues decreased due to eliminating a paid guest
spot on our television program and was partially offset by changing the
format of the television show to have more advertising space available for
sale to advertisers. Though these changes reduced advertising revenues for
fiscal 2005, it has allowed the Company to pick up more national advertisers
which are expected to increase advertising revenues in fiscal 2006 and
beyond. Handicapping sales decreased due to a slow first quarter caused by a
breach of our database which resulted in sales leads being stolen and resold
(as previously reported). Since the breach was fixed the sales for the
remainder of the year increased significantly over the prior year; this trend
continues into the first months of fiscal 2006.


                                   10


     Total handicapping fee expenses for the year ended July 31, 2005, and
the year ended July 31, 2004 were $559,172 and $558,210, respectively.  This
line item is a commission based on a percentage of handicapping information
sales. Although the line item is flat, this year's fees as a percentage of
handicapping revenues is higher since handicapping fees include payments on
revenue which is not recognized until the following fiscal year.

     Advertising expenses for the year ended July 31, 2005 and the year ended
July 31, 2004 were $1,450,517 and $1,832,644, respectively. The lower
advertising expense for the later period is due to better airtime pricing and
a more targeted advertising campaign. Specifically, the Company continues to
focus its advertising expenditures on those areas and media that provide it
the most cost-effective return for its expenditures.

     Commission expenses for the year ended July 31, 2005 and the year ended
July 31, 2004 were $1,956,757 and $1,689,861, respectively. Similar to
handicapping fees, the higher commission expense is due to paying commission
on sales that are being recorded as deferred revenue at the end of the fiscal
year.

     Salaries and wage expenses for the year ended July 31, 2005 and the year
ended July 31, 2004 were $1,113,132 and $1,192,840, respectively.  Salaries
and wages decreased for the year due primarily to maintaining a tight control
over the number of administrative employees.

     Professional fees for the year ended July 31, 2005, and the year ended
July 31, 2004 were $131,282 and $195,243, respectively. The savings in
professional fees is primarily due to not having any ongoing litigation.

     General and administrative expenses for the year ended July 31, 2005,
and the year ended July 31, 2004 were $1,158,143 and $1,222,124,
respectively.  These savings are a direct result of cost containment efforts
undertaken in the 2005 fiscal year. Specifically, the Company negotiated
better pricing on major costs such as telephone expense and health insurance
costs.

LIQUIDITY AND CAPITAL RESOURCES

     Our working capital deficit as of July 31, 2005, was $927,518. Of that
amount, approximately $960,000 represents revenues from sales which will not
be recognized until after July 31, 2005.

     While we do not believe that the Company will need additional financing
to offset potential future cash flow deficiencies from operations, if needed
the Company believes it has the ability to secure additional debenture
financing and/or private equity placements to supplement the cash flow needs
of the Company.

SUMMARY OF CASH FLOWS FOR THE YEAR ENDED JULY 31, 2005

      Cash decreased approximately $167,000 during the year ended July 31,
2005.  The decrease was a result of the net loss of $1,800,830 which was
offset in part by the noncash accruals, the increase in deferred revenue and
$297,000 in proceeds from the issuance of equity.



                                       11



OPERATING ACTIVITIES

     Net cash used in operating activities decreased to $615,771 in the year
ended July 31, 2005 from $1,583,906 in the year ended July 31, 2004.    The
primary reason for the decline was the large increase in deferred revenue
during the year ended July 31, 2005.  Other large contributors to the decline
in cash used in operating activities were a decrease in other assets, an
increase in accounts payable and an increase in services and settlements paid
with common stock and warrants.  These items were offset in part by an
increase in prepaid expenses and an increase in accounts receivable.

INVESTING ACTIVITIES

     Net cash used in investing activities decreased to $18,829 during the
year ended July 31, 2005 from $98,652 during the year ended July 31, 2004,
due to the purchase of computer equipment essentially to enhance operational
efficiency during the prior year which was not repeated during fiscal 2005.

FINANCING ACTIVITIES

     Net cash provided by financing activities decreased to $467,602 during
the year ended July 31, 2005 from $1,701,212 during the year ended July 31,
2004.  Included in the amount for the year ended July 31, 2005, $297,000 was
received from the sale of our common stock.

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
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.

                                       12


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 the disclosure requirements of SFAS No. 123,
"Accounting for Stock-Based Compensation," for stock options and similar
equity instruments (collectively "Options") issued to employees and
directors. However, the Company will continue to apply the intrinsic value
based method of accounting for options issued to employees prescribed by
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock
Issued to Employees" rather than the fair value based method of accounting
prescribed by SFAS No. 123.  SFAS No. 123 also applies to transactions in
which an entity issues its equity instruments to acquire goods and services
from non-employees.  Those transactions must be accounted for based on the
fair value of the consideration received or the fair value of the equity
instruments issued, whichever is more reliably measurable.



























                                       13


ITEM 7. FINANCIAL STATEMENTS.

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying consolidated balance sheet of GWIN, Inc. and
subsidiaries as of July 31, 2005, 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 financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these 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 financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly in
all material respects, the consolidated financial position of GWIN, Inc. and
subsidiaries as of July 31, 2005, and the consolidated results of their
operations and their cash flows for each of the two fiscal years 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 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
September 23, 2005













                                      F-1


ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

                          GWIN, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEET
                                 July 31, 2005

ASSETS

Current assets:
  Cash                                                       $    272,470
  Accounts receivable                                             280,449
  Prepaid expense                                                  39,033
  Deferred financing fee                                            2,583
  Current deposits                                                285,149
                                                             ------------
     Total Current Assets                                         879,684

Property & equipment (net)                                         68,102
Equipment held under capital leases (net)                             737
Deposits & other assets                                           353,286
Deferred financing fees                                            20,667
                                                             ------------
     Total assets                                            $  1,322,476
                                                             ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Current portion of long-term debt, less
   unamortized discount of $ 35,302                          $    211,247
  Accounts payable - related parties                               54,286
  Notes payable - related parties                                 165,738
  Deferred revenue                                                960,000
  Accounts payable                                                415,931
                                                             ------------
Total Current Liabilities                                       1,807,202
                                                             ------------

Long term debt, less unamortized discount of $52,947              274,313
                                                             ------------

Total liabilities                                            $  2,081,515
                                                             ------------

Stockholders' deficit:
  Preferred stock - $0.0001 par value; 5,000,000
   shares authorized; 0 shares issued and outstanding                --
  Common stock - $0.0001 par value; 150,000,000 shares
   authorized; 103,788,069 issued and outstanding                  10,380
  Additional paid in capital                                   26,739,156
  Accumulated deficit                                         (27,501,908)
  Prepaid expenses - related parties                               (6,667)
                                                             ------------
Total stockholders' deficit                                      (759,039)
                                                             ------------
Total liabilities and stockholders' deficit                  $  1,322,476
                                                             ============

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

                                      F-2


                         GWIN, INC. AND SUBSIDIARIES
             CONSOLIDATED FINANCIAL STATEMENTS OF OPERATIONS

                                                         Years ended
                                                           July 31
                                                  --------------------------
                                                     2005           2004
                                                  -----------    -----------

Net revenue - services                            $ 4,893,162    $ 5,369,951
Revenues - advertising                                609,698        710,836
                                                  -----------    -----------
     Total revenues                                 5,502,860      6,080,787
                                                  -----------    -----------
Handicapping fees                                     171,185        223,216
Handicapping fees - related party                     387,987        334,994
Advertising expense                                 1,450,517      1,832,644
Commissions                                         1,956,757      1,689,861
Salaries and wages                                  1,113,132      1,192,840
Professional fees                                     131,282        195,243
General and administrative                          1,158,143      1,222,124
Depreciation expense                                   61,636         43,914
                                                  -----------    -----------
     Total operating expense                        6,430,639      6,734,836
                                                  -----------    -----------
     Operating (loss)                                (927,779)      (654,049)

Non-cash financing costs
Interest (expense), including amortization of debt
 Discount                                            (348,031)      (544,131)
Other non-cash cost of financing                     (479,796)      (642,882)
Interest (expense) - related parties                  (45,224)       (62,222)
                                                  -----------    -----------
     Net (loss)                                    (1,800,830)    (1,903,284)
                                                  -----------    -----------
Basic  and diluted (loss) per share of
  common stock                                    $     (0.02)   $     (0.03)
                                                  -----------    -----------
Basic and diluted weighted-average shares of
  common stock outstanding                         92,153,638     66,578,296
                                                  ===========    ===========















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

                                      F-3


                          GWIN, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                  For the Years Ended July 31, 2004 and 2005



<TABLE>
<CAPTION>

                          Preferred Stock     Common Shares                   Pre-Paid
                          --------------- --------------------                Expense                    Total Stock-
                          No. of             No. of     Common   Paid-In      Related     Accumulated    holders'
                          Shares  Amount     Shares     Stock    Capital      Party       Deficit        Deficit
                          ------  ------  ------------  -------  -----------  ----------  ------------   -----------
<S>                       <C>     <C>     <C>           <C>      <C>          <C>         <C>            <C>
Balance August 1, 2003	      --    $ --     52,375,492  $ 5,238  $20,540,872  $ (126,667)  $(23,797,794)  $(3,378,351)

Issuance of stock to
 retire debentures           --      --     13,601,843    1,296    2,015,285        --             --      2,016,581

Issuance of stock for
 Services                    --      --      1,682,143      237      299,401        --             --        299,638

Issuance of stock for
 Cash                        --      --     15,631,018    1,561    1,436,987        --             --      1,438,548

Issuance of warrants         --      --           --       --         79,572        --             --         79,572

Interest expense from
 issuance of debenture       --      --           --       --        358,750        --             --        358,750

Amortization of prepaid
 expenses - related parties  --      --           --       --           --        60,000           --         60,000

Net (loss) for the year
 ended July 31, 2004         --      --           --       --           --          --       (1,903,284)  (1,903,284)
                           -----   -----   -----------  -------  -----------  ----------   ------------  -----------

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         --            --      1,041,866

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 prepaid
 expenses - related parties  --      --           --       --           --         60,000          --         60,000

Net (loss) for the year
 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)
                           =====   =====   ===========  =======  ===========  ==========   ============  ===========
</TABLE>









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

                                      F-4


                         GWIN, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                         Years ended
                                                           July 31
                                                  --------------------------
                                                     2005           2004
                                                  -----------    -----------
Cash flows - operating activities:
 Net (loss)                                       $(1,800,830)   $(1,903,284)
 Adjustments to reconcile net (loss) to
  net cash used in operations:
   Depreciation                                        61,637         43,914
   Services and settlements paid with common
    stock and warrants                                553,806        299,638
   Interest expense - issuance of convertible debt       --          358,750
   Amortization of prepaid expense-related parties     60,000         60,000
   Interest expense - issuance of common stock        312,866        145,691
   Interest expense - amortization of debt discount   207,116        161,379
   Decrease (increase) in:
    Accounts receivable                              (242,955)           (21)
    Prepaid expenses                                 (297,879)        (3,539)
    Other assets                                      (31,109)      (301,227)
    Deferred financing fees                           (20,667)          --
   Increase (decrease) in:
    Deferred revenue                                  647,809       (203,236)
    Accounts payable                                  (19,242)      (286,112)
    Accounts payable - related parties                (46,323)        44,141
                                                  -----------    -----------
  Total adjustments                                 1,185,059        319,378
                                                  -----------    -----------
Total cash (used in) operating activities            (615,771)    (1,583,906)
                                                  -----------    -----------
Cash flows - investing activities:
  Purchase of fixed assets                            (18,829)       (98,652)
                                                  -----------    -----------
  Total cash (used in) investing activities           (18,829)       (98,652)

Cash flows - financing activities:
 Proceeds from issuance of notes payable - related
  parties                                             569,000        575,000
 Payments on long-term debt and lease obligations    (398,398)      (312,336)
 Proceeds from issuance of common stock               297,000      1,438,548
                                                  -----------    -----------
Total cash provided by financing activities           467,602      1,701,212
                                                  -----------    -----------
Net increase (decrease) in cash                      (166,998)        18,654
Cash - beginning of the year                          439,468        420,814
                                                  -----------    -----------
Cash - end of the year                            $   272,470    $   439,468
                                                  ===========    ===========

SUPPLEMENTAL DISCLOSURES AND SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:

For the year ended July 31, 2005 and 2004, the Company paid $0 for taxes and
$257,282 for interest and $0 for taxes and $121,165 for interest,
respectively.

The Company issued stock and warrants in payment for professional services
and settlement costs. For the year ended July 31, 2005 and 2004, the Company
issued 5,157,700 shares of common stock and 1,682,432 shares of common stock
and 358,000 warrants as payment for such costs, respectively.

During the year ended July 31, 2005, the Company incurred deferred financing
charges of $31,000 which were paid by a reduction in the cash received from
an offering.

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

                                      F-5


                         GWIN, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[1] ORGANIZATION AND CHANGES IN CONTROL OF COMPANY

GWIN, 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, EDGE, 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,
2005, the Company had received approximately $345,000 in payment for
handicapping services not rendered by that date.  This amount is recorded as
a current liability.

Revenue from advertising agreements is recognized ratably over the period of
the agreements. As of July 31, 2005 deferred revenue from advertising
agreements was approximately $615,000. 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.



                                      F-6




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, 2005, 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, 2005 and the year ended July 31, 2004 the number of common stock
equivalents excluded from the calculation, because they were anti-dilutive,
was 20,511,393 and 19,581,095, respectively.

STOCK OPTIONS AND SIMILAR EQUITY INSTRUMENTS -

The Company has adopted the disclosure requirements of SFAS No. 123,
"Accounting for Stock-Based Compensation," for stock options and similar
equity instruments [collectively "Options"] issued to employees and
directors. However, the Company will continue to apply the intrinsic value
based method of accounting for options issued to employees prescribed by
Accounting Principles Board ["APB"] Opinion No. 25, "Accounting for Stock
Issued to Employees" rather than the fair value based method of accounting
prescribed by SFAS No. 123. SFAS No. 123 also applies to transactions in
which an entity issues its equity instruments to acquire goods and services
from non-employees. Those transactions must be accounted for based on the
fair value of the consideration received or the fair value of the equity
instruments issued, whichever is more reliably measurable.


                                      F-7


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, 2005 and 2004, 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, 2005 and 2004 amounted to approximately $1,450,517 and
$1,832,644, 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, 2005, the Company has a loss from operations of approximately
$928,000, a working capital deficiency of approximately $928,000 and an
accumulated deficit of approximately $27,502,000.  These conditions raise
doubt about the Company's ability to continue as a going concern. Consistent
with its original business plan, management plans to secure additional
financing through equity issuances.  The Company plans to continue revenue
growth and cost containment with the goal of profitability, though management
believes that it has the ability to raise additional capital through private
equity placements and/or debentures to meet cash flow shortfalls.  The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the
Company cannot continue in existence.

[4] CONCENTRATIONS OF CREDIT RISKS

The Company places its cash with high credit quality institutions to limit
its credit exposure.  At July 31, 2005 the Company had approximately $272,000
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.



                                      F-8


[5] PROPERTY AND EQUIPMENT

The following details the composition of property and equipment:

                                             Accumulated
     At July 31, 2005               Cost     Depreciation       Net
                                  --------   -------------    --------

     Television studio set        $157,727     $155,491       $  2,236
     Office equipment and other    411,196      345,330         65,866
                                  --------     --------       --------
     TOTALS                       $568,923     $500,821       $ 68,102
                                  ========     ========       ========

Depreciation expense, excluding assets under capital lease obligations, for
the years ended July 31, 2005 and 2004 amounted to $55,654 and $30,498,
respectively.

[6] DEPOSITS AND OTHER ASSETS

Deposits and other assets comprised the following:

                                                         July 31, 2005
                                                         -------------

     Deposits with credit card processors                   $360,935
     Deposit in custodial account                            251,475
     Real estate deposit                                      18,105
     Deposit with telephone service                            7,920
                                                            --------
          Total                                              638,435
          Less current portion                              (285,149)
                                                            --------
          Total deposits & other assets                      353,286
                                                            ========

[7] LONG-TERM DEBT

Long-term debt is as follows:

                                                           July 31, 2005
                                                           -------------
    Convertible Debentures (10%)                            $   25,000
    Convertible Note (13%)                                     545,455
    Capital Lease                                                3,353
                                                            ----------
         Total                                              $  573,808

    Less amounts reflected as current liabilities             (211,247)
    Less current portion of debt discount                      (35,301)
                                                            ----------
                                                            $  327,260
    Less - unamortized debt discount                           (52,947)
                                                            ----------
         TOTAL LONG-TERM DEBT                               $  274,313
                                                            ==========


                                      F-9



Long-term debt at July 31, 2005 matures as follows:

          2005                              28,353
          2006                             545,454
          Thereafter                          --
                                          --------
        TOTAL                             $573,807
                                          ========

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 the 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 12 months. The scheduled long term portion of $327,260 is due to
the lender in the following 18 months. At the discretion of the Company, this
note can be repaid by cash or by the issuance of common stock.

The 10% Convertible Debenture $25,000 original principal balance), matures
February 1, 2006. At the discretion of the Company, this note and its accrued
interest can be repaid in cash or by the issuance of common stock.

[8] RELATED PARTY NOTES AND ACCOUNTS PAYABLE

Related party notes and accounts payable are as follows:

                                                         July 31, 2005
                                                         -------------
Unsecured standby credit facility
 (16%), at July 31, 2004                                   $144,622
                                                           --------
Total Notes                                                $144,622
                                                           --------
Accrued interest on unsecured standby credit facility        21,116
Handicapping fees payable to Wayne A. Root                   54,286
                                                           --------
TOTAL NOTES AND ACCOUNTS PAYABLE - RELATED PARTIES         $220,024
                                                           ========

The $144,622 principal and $21,116 interest in debt are due to Newmarket
Investments, Plc, an entity which is associated with a former director of the
Company.  Though there is no set repayment schedule and the balance is due on
demand, the parties have agreed that this debt will be paid at a rate of
$5,000 per month.

The $54,286 of handicapping fees payable to Wayne Root are payable upon
demand.





                                      F-10


[9] STOCKHOLDERS' DEFICIT

During the years ended July 31, 2004 and 2005 the following securities
activity occurred:

COMMON STOCK AND WARRANTS - During the year ended July 31, 2004 we issued
30,915,004 shares of common stock.  Included in this amount are 11,961,218
shares to redeem debt.  We issued 2,020,625 shares of common stock as payment
for services, we issued 1,302,143 shares to the investment firm handling the
equity placement, and we issued 15,631,018 shares in new equity funding.  We
issued 1,509,367 warrants for shares in connection with issuing new
debentures in the amount of $575,000.

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 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.

OPTIONS - On June 18, 2002, stockholders of the Company approved an Equity
Incentive Plan (the "Plan").  Under the Plan, a sub-committee of the Board of
Directors is authorized to grant, at its discretion, options to purchase
shares of common stock at a set price greater than market price as of the
date of the grant.  The Company has reserved 3,000,000 shares for issuance
under the Plan. At July 31, 2003, one option granting the right to purchase
1,500,000 of these shares at $0.50 per share was issued to Newmarket
Investments, plc, a creditor of the Company.  The Company also issued 310,000
options to employees to purchase shares at $0.27 per share expiring July 31,
2006. During the years ended July 31, 2004 and 2005 the Company issued no
additional options.  As of July 31, 2005, there were 1,190,000 options
available to be granted under the 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, though
the board of directors has not authorized any series of this stock.  At July
31, 2005 and 2004 there was no preferred stock outstanding.

CONVERTIBLE DEBENTURES - During the fiscal year ended July, 31 2005 the
following convertible debentures were converted:

   1st quarter $110,000 in debt retired;  1,500,000 shares issued.
   2nd quarter $130,256 in debt retired;  1,901,699 shares issued.
   2nd quarter $223,255 in debt retired;    446,508 shares issued.
   4th quarter $315,000 in debt retired;  3,125,000 shares issued.
   4th quarter $263,356 in debt retired;  4,375,000 shares issued.

The Company entered into a 13% Convertible Note in the principal amount of
$600,000 during the year ended July 31, 2005 (Note 7). The Company also
issued warrants for 2,137,778 shares of common stock in conjunction with this
issuance.  The value of these warrants was computed using the Black-Scholes
method to be approximately $118,000 and this amount was recorded as a
discount.

                                      F-11


At July 31, 2005 the Company had a total of 10,131,726 shares underlying its
convertible debentures.

OPTIONS AND WARRANTS AT JULY 31, 2005

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

Outstanding at July 31, 2003            3,484,987       $1.22
Granted                                         0           0
Exercised                                       0           0
Canceled                                        0           0
                                        ---------       -----
Outstanding at July 31, 2004            3,484,987       $1.22
Granted                                         0           0
Exercised                                       0           0
Canceled                                1,674,987        1.41
                                        ---------       -----
OUTSTANDING AT JULY 31, 2005            1,810,000       $ .40
                                        =========       =====

EXERCISABLE AT JULY 31, 2005            1,810,000       $ .40
                                        =========       =====

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

           Weighted-Average Outstanding and Exercisable Stock Options

                     Remaining      Weighted-Average
Exercise Prices        Shares       Contractual Life     Exercise Price
---------------      ---------      ----------------     --------------
$0.01 - $.50         1,810,000         1 year              $0.40

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

     WARRANTS                                       Weighted-Average
                                         Shares     Exercise Price
                                        ----------  ----------------
Outstanding at August 1, 2003           12,360,880      $ .74
Granted                                  1,509,367        .11
Exercised                               (1,690,000)       .14
Canceled                                (2,817,500)      1.15
                                        ----------      -----
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
                                        ----------      -----
EXERCISABLE AT JULY 31, 2005             8,569,667      $ .28
                                        ----------      -----



                                      F-12



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

$0.01 - $1.00          8,569,667           2 years             $0.28

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

On June 18, 2002, stockholders of the Company approved an Equity Incentive
Plan (the "Plan").  Under the Plan, a sub committee of the Board of Directors
is authorized to grant, at its discretion, options to purchase shares of
common stock at a set price greater than market price as of the date of the
grant.  The Company has reserved 3,000,000 shares for issuance under the
Plan. At July 31, 2003, one option granting the right to purchase 1,500,000
of these shares at $0.50 per share was issued to Newmarket Investments, plc,
a creditor of the Company.  The Company issued 310,000 options to employees
to purchase shares at $0.27 per share expiring July 31, 2006. As of July 31,
2005, there were 1,190,000 options available to be granted under the Plan.

At July 31, 2005 the Company had a total of 10,131,726 shares underlying its
convertible debentures and these shares are included in the fully diluted
shares outstanding of 124,252,857.

PRO FORMA DISCLOSURE OF THE COMPENSATION COST FOR STOCK OPTION PLANS

As permitted under SFAS No. 123, "Accounting for Stock-Based Compensation,"
the Company has elected to continue to measure stock-based compensation using
the intrinsic value approach under APB Opinion No. 25, the former standard.
If the former standard for measurement is elected, SFAS No. 123 requires
supplemental disclosure to show the effects of using the new measurement
criteria. No options or warrants were issued to employees during the years
ended July 31, 2004 and July 31, 2005.

Had compensation cost for stock options been determined based on the fair
value at the grant date for awards for the year ended July 31, 2005, and the
year ended July 31, 2004 consistent with the  provisions of SFAS No. 123, the
Company's net loss and earnings per share would have been reduced to the pro
forma amounts indicated below:

                                             Year ended        Year ended
                                           July 31, 2005      July 31, 2004
                                           -------------      -------------
Net(loss) - as reported                     $(1,804,330)       $(1,903,284)
Net(loss) - pro forma                       $(1,804,330)       $(1,903,284)
Basic earnings per share - as reported      $      (.01)       $      (.03)
Diluted earnings per share - as reported    $      (.01)       $      (.03)
Basic earnings per share - pro forma        $      (.01)       $      (.03)
Diluted earnings per share - pro forma      $      (.01)       $      (.03)


                                      F-13



[10] PROVISION FOR INCOME TAXES

At July 31, 2005, the Company had generated tax operating losses (assuming
all operating loss carry-forwards will be available) that total approximately
$17,700,000. Such loss carry-forwards will expire at various dates through
2025.  At July 31, 2005, based on the amount of operating loss carry-
forwards, the Company would have had a deferred tax asset of approximately
$6,000,000.  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 $6,000,000 has been established.  This allowance
includes an increase of $600,000 related to operations during the year ended
July 31, 2005. 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.

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, 2005, 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 on the Company's results of operations,
financial position or cash flows.

[12] COMMITMENTS AND CONTINGENCIES

CAPITAL LEASES -

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






                                      F-14


Following is a summary of property held under capital leases:

                                            Accumulated
                                    Cost    Depreciation   Net
                                  --------  ------------  -----
At July 31, 2005
Office Fixtures and Equipment     $336,460    $335,723     $737

Depreciation of assets under capital leases charged to expense for the years
ended July 31, 2005 and 2004 was $5,983 and $31,650 respectively.

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

              2006                                       $ 3,353
           Thereafter                                          0
                                                         -------
           Total Minimum Lease Payments                  $ 3,353
           Less: Amount Representing Interest               (104)
                                                         -------
                                                         $ 3,249

           Present Value of Net Minimum Lease Payments   $ 3,249
           Less: Current Portion                          (3,249)
                                                         -------
           LONG TERM PORTION                             $     0
                                                         =======

OPERATING LEASES - At July 31, 2005, the Company has one operating lease for
office space that expire in January 2007 and include an option for renewal
for an additional three (3) years.  The lease has monthly payment obligations
of $12,959 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, 2005 are
as follows:

          Year ending                                Operating
           July 31,                                    Leases
          -----------                                ---------
             2006                                     128,267
             2007                                     144,125
          Thereafter                                        0
                                                     --------
          Total                                      $272,392
                                                     ========

Rent expense for the year ended July 31, 2005 and the year ended July 31,
2004 was approximately $143,254 and $134,500 respectively, and was charged to
operations.

[13] LEGAL MATTERS

In the normal course of business, the Company is exposed to a number of
asserted and unasserted potential claims.  The Company has no current
litigation.

                                     F-15


[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.




































                                      F-16



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

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.



























                                     14



                                  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, 2005. 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            43    Chairman of the Board and Chief Executive
                                  Officer

Douglas R. Miller           59    President, Chief Operating Officer,
                                  Secretary and Director

Jeff Johnson                47    Chief Financial Officer

Robert Seale                63    Director, Audit Committee(chair)

Roger Aspey-Kent            61    Director

Roger L. Harrison           62    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.

     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

                                      15

technology systems company based in London.  He is an executive partner of
Falcon Capital which is in the venture capital business operating in various
locations throughout Europe.  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, 2005.  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.

     Timothy Whalley resigned as a director on March 1, 2005

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

                                      16

     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.

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.

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, 2005 which had previously been issued in accordance with their
employment agreements.

                                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.

                                       17



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, 2005 and July 31, 2004 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 &      2005  $175,000  $388,271(1)      0
Chief Executive Officer           2004  $175,000  $334,994    4,000,000

Douglas R. Miller; President      2005  $195,000      0            0
                                  2004  $175,000      0       1,500,000

Hollis Barnhart; Vice             2005  $150,000  $ 43,677         0
President - Sales                 2004  $150,000  $ 58,395         0

Jeff Johnson; CFO                 2005  $108,000      0            0
____________________

(1)  Bonus Compensation for Mr. Root in 2005 includes  $54,311 earned but not paid from
     handicapping fees.

</TABLE>


     The following table sets forth information concerning option exercises
and option holdings for the year ended July 31, 2005 with respect to our
Chief Executive Officer and each of our other executive officers:

               AGGREGATE OPTION EXERCISES IN FISCAL YEAR ENDED
             JULY 31, 2005 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, 2003        AT JULY 31, 2003
   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

                                      18


compensation includes: (a) a base salary of $175,000 per year, (b)
handicapping fees during the first year equal to 10% of Mr. Root's
handicapping fees 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.

EQUITY INCENTIVE PLAN

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

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



                                      19


     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, 2005, 1,810,000 options were outstanding.

     During the fiscal year ended July 31, 2005, 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
--------------              -----------------   --------------------  ---------------
                                   (a)                  (b)                 (c)
<S>                         <C>                 <C>                   <C>

Equity compensation
plans approved by security
holders                     3,000,000 Common           $0.46          1,190,000 Common

Equity compensation
plans not approved by
security holders                  None                  N/A                None
                            ----------------           -----          ----------------
Total                       3,000,000 Common           $0.46          1,190,000 Common

</TABLE>



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.








                                      20



                                    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-

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 5092 South Jones Blvd., Las Vegas, Nevada 89188.

(2)  Does not include 1,333,333 shares which will vest as follows: 666,667
     shares on July 31, 2006 and 666,667 shares on July 31, 2007.

(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. Does not include 500,000 shares which will
     vest as a restricted stock grant on July 31, 2006.

(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"), an existing  convertible  debenture holder,
which provided that Newmarket invest an additional  $700,000 in the Company
by amending the existing $500,000  convertible  debenture held by Newmarket
to reflect a principal amount of  $1,200,000.   The anti-dilution provisions
on the combined $1,200,000 convertible debenture provide that 5,802,199
additional shares be issued upon conversion.  The total Newmarket convertible
debenture shares upon conversion 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. In January 2004 the Company
extended the note with Newmarket to include payments of $13,000 per month

                                       21


until paid in full.  At July 31, 2005, the Company had an outstanding balance
including interest of $165,738.  In connection with these transactions, we
also issued to Newmarket a three-year option to purchase 1,500,000 shares at
a price per share of $0.50.  The option expires July 31, 2006.  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.

     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.

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)


                                       22


4.4        Form of Common Stock Purchase Warrant included with 5%
           Convertible Debenture Units (4)

10.1       Financial Advisory Agreement dated September 10, 2001 between
           the GWIN and Keating Investments, LLC  (1)

10.2       Executive Services Agreement dated December 6, 1999 between
           GWIN and Mr. Miller  (1)

10.3       Executive Services Agreement dated December 6, 1999 between GWIN
           and Mr. Root  (1)

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

10.5       Term sheet with British Bloodstock Agency, dated August 21,
           2002 (4)

10.6       Agreement describing voting agreement between Mr. Manner and Mr.
           Root regarding Mr. Keating's board rights  (2)

10.7       Common Stock Purchase Warrant issued to Keating Investments,
           LLC (1)

10.8       Debenture Purchase Agreement dated September 19, 2001 between
           GWIN and Mr. Root (1)

10.9       5% Convertible Debenture dated September 19, 2001 issued to Wayne
           Allyn Root (1)

10.11      Common Stock Purchase Warrant issued to Mr. Root  (1)

10.12      Debenture Purchase Agreement dated August 31, 2001 between GWIN
           and Mr. Manner (1)

10.13      5% Convertible Debenture dated September 19, 2001 issued to Mr.
           Manner (1)

10.14      Common Stock Purchase Warrant issued to Mr. Manner  (1)

10.15      Common Stock Purchase Warrant dated September 4, 2001 between
           GWIN and Keating Partners, L.P. (1)

10.16      Common Stock Purchase Warrant issued to Keating Partners, L.P.(1)

10.17      Promissory Note dated October 23, 2000 issued to Mr. Root (1)

10.18      Letter Agreement dated July 5, 2001 between GWIN and Keating
           Investments, LLC (1)

10.19      Series C Preferred Stock Purchase Agreement dated July 10, 2001
           between Trilium Holdings Ltd. and the Company (1)

10.20      Promissory Note dated November 12, 2001 issued to Mr. Keating.(3)

10.21      Promissory Note dated November 12, 2001 issued to Mr. Root.(3)


                                       23


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.

(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.

                                      24


(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 year ended July 31, 2005 were $32,000.

AUDIT RELATED FEES

     The aggregate fees billed by Moore Stephens P.C. for audit related
services for the fiscal years ended July 31, 2005 and 2004 were $27,000 and
$17,000, respectively.

     The aggregate fees billed by Demetrius & Co. for audit related services
for the fiscal years ended July 31, 2005 and 2004 were $2,500 and $12,000,
respectively.

TAX SERVICES

     The aggregate fees billed by Moore Stephens P.C. for tax services for
the fiscal years ended July 31, 2005 and 2004 were $3,000 and $1,800
respectively.

ALL OTHER SERVICES

     There were no fees billed by Moore Stephens P.C. for other services for
the fiscal years ended July 31, 2005 and 2004.

     The aggregate fees billed by Demetrius & Co. for other services for the
fiscal years ended July 31, 2005 and 2004 were $1,200 and $1,200,
respectively.









                                      25


                                  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 October 28, 2005.

                                      GWIN, INC.



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

     In accordance with the requirements of Section 13 of the Exchange Act,
this Report has been signed below by the following persons on behalf of the
Registrant on October 28, 2005 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



---------------------------------------------------
Roger Aspey-Kent, Director


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









                                      26