AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER __, 2002
REGISTRATION STATEMENT NO. 333-_______
================================================================================

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to
Form SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

GWIN, INC.
(Formerly Global Sports & Entertainment, Inc.)
----------
(Name of Small Business Issuer in Its Charter)

Delaware 7990 04-3021770
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or organization) Industrial Identification No.)
Classification
Code Number)
--------------------------

5092 South Jones Blvd.
Las Vegas, Nevada 89118
(702) 967-6000
(Address and telephone number of principal executive offices and principal place
of business)

--------------------------
Wayne Allyn Root
Chief Executive Officer
GWIN, Inc.
5092 South Jones Blvd.
Las Vegas, Nevada 89118
(702) 967-6000
(Name, address and telephone number of Agent for Service)
--------------------------
Copy to:
Nimish P. Patel, Esq.
Pollet, Richardson & Patel
10900 Wilshire Boulevard, Suite 500
Los Angeles, California 90024
(310) 208-1182
---------------------------
Approximate Date of Commencement of Proposed Sale to the Public:
From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title Of Each Class Of Maximum Maximum
Securities To Be Amount To Be Aggregate Offering Aggregate Offering Amount Of
Registered Registered Price Per Share Price Registration Fee
- ----------------------- --------------- -------------------- ------------------- -----------------

Common Stock, par
value $0.0001 per
share 3,108,333 (1) $ 0.42 (2) $ 1,305,499.86 $ 120.11
- ----------------------- --------------- -------------------- ------------------- -----------------
Common Stock
issuable upon
exercise of Warrants 450,000 (3) $ 0.995(4) $ 448,000.00 $ 40.99
- ----------------------- --------------- -------------------- ------------------- -----------------
Common Stock
issuable upon
exercise of Warrants 500,000 (8) $ 0.50(9) $ 250,000 $ 23.00
- ----------------------- --------------- -------------------- ------------------- -----------------
Common Stock
issuable upon
conversion of Series
C Preferred 3,000,000(5) $ 0.42(2) $ 1,260,000 $ 115.92
- ----------------------- --------------- -------------------- ------------------- -----------------
Common Stock
issuable upon
conversion of
Series C Warrant (6) 2,000,000 $ 1.00(7) $ 2,000,000.00 $ 184.00
- ----------------------- --------------- -------------------- ------------------- -----------------
Total 9,058,333 $ 5,263,499.86 $ 484.24
- ----------------------- --------------- -------------------- ------------------- -----------------

(1) Represents our good faith estimate of the number of shares that are issued
to selling security holders, including 1,875,000 shares issuable following
the conversion of interest and/or principal of a 13% Convertible Note held
by a selling security holder or our payment of the interest and/or
principal of the convertible note held by the selling security holder with
shares of our common stock, 33,333 shares of common stock held by a selling
security holder, and 200,000 shares of common stock issuable following the
conversion of interest and/or principal of a 5% Convertible Note held by a
selling security holder or our payment of the interest and/or principal of
the convertible note held by the selling security holder with shares of our
common stock. Includes 1,000,000 shares of common stock held by Neil T.
Hadfield and Margaret A. Jackson, as Trustees of the Neil T. Hadfield and
Margaret A. Jackson Trust.

(2) Calculated in accordance with Rule 457(c) under the Securities Act on the
basis of the average of the bid and ask prices of the common stock on
September 10, 2002, as quoted on the OTC Electronic Bulletin Board.

(3) Represents the 250,000 shares that may be sold by a selling security holder
following the exercise of a warrant issued in connection with a 13%
Convertible Note with a weighted average exercise price of $0.99, and
200,000 shares that may be sold by a selling security holder following the
exercise of a warrant issued in connection with a 5% Convertible Note with
an exercise price of $1.00.

(4) Pursuant to Rule 457(g), calculated based upon a weighted average exercise
price of $0.995 for the warrants.

(5) Represents the number of shares that may be sold by Series C Preferred
shareholders upon conversion of Series C shares.

(6) Represents common shares issuable to selling security holders upon
conversion of warrants issued in conjunction with our offering of Series
C Preferred Shares.

(7) Pursuant to Rule 457(g), calculated based upon an exercise price of $1.00
for the warrants.

Represents 500,000 shares that may be sold by a selling security holder
following the exercise of a warrant with an exercise price of $0.50.

(9) Pursuant to Rule 457(g), calculated based upon a weighted average exercise
price of $0.50 for the warrants.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.

SUBJECT TO COMPLETION
---------------------

GWIN, Inc.
----------

9,058,333 shares of Common Stock
--------------------------------

This prospectus relates to the resale by the selling shareholders of up to
9,058,333 shares of common stock of GWIN. The selling shareholders are
offering:

* 3,108,333 shares of common stock, including 1,875,000 shares underlying our
13% Convertible Note and 200,000 shares underlying our 5% Convertible Note;

* 950,000 shares of common stock issuable upon exercise of existing warrants;

* 2,000,000 shares of common stock issuable upon exercise of existing
Series C warrants; and

* 3,000,000 shares of common stock underlying our Series C Preferred Stock.

The offering is being conducted on a best efforts, no minimum basis, for a
maximum aggregate offering price of $5,263,499.86. There is no minimum number of
shares that the selling shareholders must sell, and no minimum number of shares
that any investor must purchase. There will be no escrow account.

The selling shareholders may sell the stock from time to time in the
over-the-counter market at the prevailing market price or in negotiated
transactions. The selling price of the shares will be determined by market
factors at the time of their resale.

We will receive no proceeds from the sale of the shares by the selling
shareholders. However, if the selling shareholders exercise any of the warrants,
we will receive the proceeds from the exercise. If all of the warrants are
exercised, these proceeds will total $2,698,000.

Our common stock is quoted on the OTC Bulletin Board under the symbol GWIN.
On September 10, 2002, the average of the bid and asked prices of the common
stock on the Over-the-Counter Bulletin Board was $.42 per share.

INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
INVEST IN OUR COMMON STOCK ONLY IF YOU CAN AFFORD TO LOSE YOUR ENTIRE
INVESTMENT. SEE "RISK FACTORS" BEGINNING ON PAGE 8 OF THIS PROSPECTUS.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The date of this prospectus is Hovember __, 2002
_____________________

Table of Contents

You should rely only on the information contained in this prospectus. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell, and seeking offers to
buy, shares of common stock only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as to
the date of this prospectus, regardless of the time of delivery of the
prospectus or of any sale of the common stock.

The following table of contents has been designed to help you find important
information contained in this prospectus. We encourage you to read the entire
prospectus.

Prospectus summary 6
Risk factors 8
Use of proceeds 14
Selling shareholders 14
Management's discussion and analysis of financial condition
and results of operations 16
Description of Business 22
Market for common equity and related stockholders matters 28
Security ownership of certain beneficial owners and management 28
Executive Officers and Directors 31
Executive Compensation 32
Certain relationships and related transactions 35
Description of securities 37
Disclosure of commission position on indemnification 39
Plan of distribution 40
Legal matters 40
Experts 40
Where you can find more information 40

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and does not contain all of the information you
should consider before investing in our common stock. To better understand this
offering, and for a more complete description of the offering, you should read
this entire prospectus carefully, including the "Risk Factors" section and the
financial statements and the notes to those statements, which are included
elsewhere in this prospectus.

BUSINESS

We provide sports handicapping analysis and advice to sports bettors
worldwide through our wholly-owned subsidiary - Global SportsEDGE, Inc. Global
SportsEDGE provides professional handicapping advice on professional NFL and
college NCAA football, professional NBA and college NCAA basketball, and
professional MLB baseball, with plans to expand in Europe and Asia covering
soccer, cricket and rugby. The market for sports handicapping is directly linked
to sports wagering, which is currently permitted in the U.S. only in the State
of Nevada. Our revenues for the fiscal period ended July 31, 2002 were $
3,027,230. We had a net loss of $ (2,075,443)for the same period, and our
accumulated deficit to July 31, 2002 is $(14,857,661). Our auditors have
expressed substantial doubt regarding our ability to continue as a going
concern.

Our prime revenue generating vehicle is "The WinningEDGE," a 30-minute,
professionally produced television infomercial, which airs nationally Saturday
mornings during the football season on both the PAX TV Network and selected Fox
Sports Net stations. The show is hosted by our Chairman and Chief Executive
Officer, Wayne Allyn Root, and showcases our team of professional handicappers,
including Randy White (NFL Hall of Fame, Super Bowl Most Valuable Player), and
handicappers Larry Ness, and Alec McMordie. Messrs. Ness and McMordie combined
have won over 30 nationally recognized handicapping contests. Past performance
does not ensure future success. High profile guests are also featured on the
show. During the 2000-2001 and 2001-2002 seasons, guests included Tony Dorsett
(NFL Hall of Fame, Heisman Trophy), and Rick Barry (NBA Hall of Fame). Other NFL
celebrities join the cast on a regular and semi-regular basis. In the past these
have included Dan Hampton (six-time NFL All Pro) and Phil McConkey.

We generate revenue from our television show and other advertising by
having sports fans and bettors call a toll-free number, where an account
representative offers the caller a comprehensive selection of services, such as
a slate of predictions for the upcoming weekend's events or for an entire
season. We have approximately 35 commission-based account representatives in
three offices, two in Las Vegas and the other in Phoenix. We have also entered
into revenue-sharing advertising agreements with other websites and use guest
spots on other sports and sports handicapping television shows to generate
customer interest.

Our executive offices are located at 5092 South Jones Blvd., Las Vegas,
Nevada 89118 and our telephone number is (702) 967-6000. Our primary web site is
located at www.WinningEDGE.com.

THE OFFERING

Total shares outstanding . . . . . . . . . . . . 21,285,703 (1)

Shares being offered for resale to the
public . . . . . . . . . . . . . . . . . . . . . 9,058,333

Percentage of currently outstanding shares being
offered. . . . . . . . . . . . . . . . . . . . . 42.5%

Price per share to the public . . . . . . . . . . Market price at time of resale, or as otherwise otherwise
negotiated by selling shareholders

Use of proceeds from the offering . . . . . . . . We will not receive any proceeds from this
offering. However, we will receive
approximately $2,698,000 if the
outstanding warrants issued in connection with
our 13% Convertible Note, our 5% Convertible
Note, and our Series C Preferred Shares are exercised.
See our discussion under Use of Proceeds.

(1) As of September 10, 2002, and does not include:

* 1,894,367 common shares issuable upon exercise of 5% convertible
debentures;

* 2,160,416 common shares issuable upon exercise of outstanding options and
6,724,775 common shares issuable upon exercise of outstanding warrants,
such warrants and options having a combined weighted average exercise price
of $0.94; and

* 9,025,000 shares authorized for issuance to selling shareholders, but not
yet issued, and currently being registered (the additional 33,333 shares
included in this offering have already been issued).

ADDITIONAL INFORMATION

In this prospectus, the terms "Company," "GWIN," "Global Sports Edge," "we,"
"us," and "our" refer to GWIN, Inc., a Delaware corporation, and its subsidiary,
Global SportsEdge, Inc., a Delaware corporation, unless the context otherwise
requires, "common stock" refers to the common stock, par value $0.0001 per
share, of GWIN, Inc.

RISK FACTORS

An investment in the common stock offered involves a high degree of risk. You
should consider carefully the risks described below and all other information
contained in this prospectus before making an investment decision. All
forward-looking statements are inherently uncertain as they are based on current
expectations and assumptions concerning future events or future performance of
or related to our company.

WE HAVE ACCUMULATED A SIGNIFICANT DEFICIT SINCE OUR INCEPTION, AND OUR AUDITORS
HAVE EXPRESSED UNCERTAINTY CONCERNING OUR ABILITY TO CONTINUE AS A GOING
CONCERN.

Our independent auditors have expressed that there is substantial doubt in
our ability to continue as a going concern. We incurred a net loss of $6,162,867
during the year ended December 31, 2000 and $5,527,352 during the year ended
December 31, 2001. As of July 31, 2002, we have incurred an accumulated deficit
of approximately $14,857,661 and a working capital deficit of approximately
$3,013,361. Our operating losses, as well as uncertain sources of financing,
create an uncertainty about our ability to continue as a going concern.

OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO EVALUATE OUR BUSINESS.

Our business commenced operations in January 2000. As a result, we have a
limited operating history on which you can base your evaluation of our business
and prospects. Our business and prospects must be considered in light of the
risks and uncertainties frequently encountered by companies in their early
stages of development. These risks are further amplified by the fact that we are
operating in a technology market which is relatively new and rapidly evolving.
These risks and uncertainties include the following:

* our business model and strategy are still evolving and are continually
being reviewed and revised;

* we may not be able to successfully implement our business model and
strategy; and

* our management has not worked together for very long.

We cannot be sure that we will be successful in meeting these challenges and
addressing these risks and uncertainties. If we are unable to do so, our
business will not be successful and the value of your investment in our company
will decline.

WE WILL CONTINUE TO REQUIRE MONEY TO FUND FUTURE OPERATIONS AND WE ARE NOT SURE
WE CAN OBTAIN ADDITIONAL FINANCING. OUR FAILURE TO SUCCESSFULLY OBTAIN
ADDITIONAL FUTURE FUNDING ON FAVORABLE TERMS MAY JEOPARDIZE OUR ABILITY TO
CONTINUE OUR BUSINESS AND OPERATIONS.

We will need to raise significant additional capital in order to fully
implement our planned business expansion. See our discussion titled
"Business-Our strategy." We cannot assure you that additional public or private
financing, including debt or equity financing, that we require now or in the
future will be available at all or, if available, may be on terms unfavorable to
us. Furthermore, debt financing, if available, will require payment of interest
and may involve restrictive covenants that could impose limitations on our
operating flexibility. If adequate funds are not available, we may be unable to
fully implement our planned expansion.

OUR EXECUTIVE OFFICERS AND DIRECTORS WILL HAVE SIGNIFICANT INFLUENCE OVER ALL
MATTERS REQUIRING STOCKHOLDER APPROVAL, INCLUDING DELAYING OR PREVENTING A
CHANGE IN OUR CORPORATE CONTROL.

Our executive officers and directors and their affiliates together control
approximately 47.7% of our outstanding common stock (42.5% on a fully diluted
basis). As a result, these stockholders, if they act together, will have
significant influence in all matters requiring stockholder approval, including
the election of directors and approval of significant corporate transactions.
The interests of our executive officers and directors may differ from the
interests of our other stockholders. This concentration of ownership may have
the effect of delaying, preventing or deterring a change in control of our
company, could deprive our stockholders of an opportunity to receive a premium
for their common stock as part of a sale or merger of our company and may affect
the market price of our stock.

THE SHARES BEING REGISTERED IN THIS OFFERING CONSITUTE 41.5% OF OUR CURRENT
OUTSTANDING SHARES, WHICH WILL BE ISSUED TO THE SELLING SHAREHOLDERS UPON
CONVERSION OF THEIR DEBT AND/OR WARRANTS. IN ADDITION, A NUMBER OF OUR
SHAREHOLDERS HOLD OPTIONS TO PURCHASE OUR COMMON STOCK, AND WE MAY ISSUE
ADDITIONAL SHARES OF COMMON STOCK. THE OCCURRENCE OF ANY OR ALL OF THESE EVENTS
MAY DILUTE THE VALUE AND OWNERSHIP INTEREST OFOUR COMMON STOCK TO CURRENT
SHAREHOLDERS.

The shares of common stock being registered in this offering underlie debt
and warrants Held by various shareholders. These shares collectively constitute
42.5% of our current outstanding common stock. In addition, we have 2,160,416
additional shares of common stock which May be issued upon exercise of options
currently outstanding, and 6,724,775 additional shares of common stock which may
be issued upon exercise of currently outstanding warrants. Conversion Of these
warrants, options and/or debt may result in a significant amount of dilution to
the market value and/ or ownership value of the interest held by current
shareholders not possessing such warrants, options and/or debt.

In addition, we may raise capital by issuing additional shares of common
stock. If we raise additional capital through the issuance of new securities at
a lower price than you paid for your shares, you will be subject to immediate
and substantial dilution in the net tangible book value of your shares of common
stock. In addition, any new securities may have rights, preferences or
privileges senior to those securities held by investors of the shares currently
offered.

OUR SHARE PRICE MAY DECLINE DUE TO THE LARGE NUMBER OF SHARES OF OUR COMMON
STOCK ELIGIBLE FOR FUTURE SALE IN THE PUBLIC MARKET INCLUDING THE SHARES OF THE
SELLING SECURITY HOLDER.

16,589,608 shares of our common stock became eligible for sale in the
public market under Rule 144 of the Securities Act of 1933, as amended, as of
August 31, 2002. This represents approximately 63% of our issued and outstanding
shares. While the sales will be subject to volume limitations, sales of
substantial amounts of these shares of common stock in the public market, or the
possibility of these sales, may adversely affect our stock price.

WE EXPERIENCE SIGNIFICANT FLUCTUATIONS IN QUARTERLY OPERATING RESULTS DUE TO THE
SEASONALITY ASSOCIATED WITH PROFESSIONAL AND COLLEGE SPORTS. THESE FLUCTUATIONS
MAY CAUSE CASH SHORTFALLS, MATERIALLY AFFECTING OUR RESULTS OF OPERATIONS, AS
WELL AS MAKING FINANCIAL FORECASTING DIFFICULT. BOTH OF THESE FACTORS COULD HAVE
A MATERIAL ADVERSE EFFECT ON OUR COMMON STOCK TRADING PRICE.

As a result of our limited operating history and the nature of our
business, we believe that quarter-to-quarter comparisons of results of
operations for preceding quarters are not necessarily meaningful. Our quarterly
results of operations may fluctuate significantly in the future as a result of a

variety of factors, many of which are outside our control. Some of the factors
that could cause our quarterly or annual operating results to fluctuate include
the cyclical nature of our business operations market acceptance of our
services, competitive pressures, and customer retention. For example, we
currently provide handicapping analysis and advice for football, basketball and
baseball. The most popular sports for wagering in the United States are
professional and college football, which take place primarily during the fourth
quarter, followed by college basketball which takes place primarily during the
first quarter. Accordingly, we have traditionally experienced lower net sales in
the second and third quarters and higher net sales in the first and fourth
quarters. This results in an uneven revenue stream, and our quarterly operating
results are difficult to predict and are likely to vary in the future.

Any significant shortfall in revenues could have an immediate and adverse
effect on our business and financial condition. If our earnings are below
financial analysts' expectations in any quarter, our stock price may drop. You
should not rely on the results of any one quarter as an indication of our future
performance. If in some future quarter our results of operations were to fall
below the expectations of securities analysts and investors, the trading price
of our common stock would likely decline.

NEW STATUTORY OR REGULATORY RESTRICTIONS ON WAGERING ON LIVE SPORTING EVENTS
COULD DECREASE DEMAND FOR OUR HANDICAPPING SERVICES AND THEREBY DECREASE OUR
REVENUES.

Although our activities are not regulated by gaming authorities, 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.
Significant new restrictions on wagering on sporting events could have a
negative impact on sales of our handicapping services resulting in decreased
revenues.

A DECLINE IN GENERAL ECONOMIC CONDITIONS COULD CONTINUE TO NEGATIVELY AFFECT THE
ENTERTAINMENT AND GAMING INDUSTRIES, INCLUDING OUR BUSINESS.

Our operations are affected by general economic conditions, and therefore
our future success is unpredictable. The demand for entertainment and leisure
activities tends to be highly sensitive to consumers' disposable income, and
thus a decline in general economic conditions may lead to customers having less
discretionary income to wager on sports, which could result in a continued
material adverse effect on our business, financial condition, operating results
and prospects.

THE SUCCESS OF OUR BUSINESS IS HIGHLY DEPENDENT ON OUR PROFESSIONAL HANDICAPPERS
AND LOSING THE SERVICES OUR HANDICAPPERS COULD DECREASE OUR REVENUES AND IMPAIR
OUR ABILITY TO PURSUE OUR BUSINESS PLAN.

Our future success depends, in significant part, upon the continued service
and performance of our professional handicappers, in particular Wayne Allyn
Root, our Chairman and Chief Executive Officer. Although we have key-man
insurance on Mr. Root with a death benefit of $5 million, losing the services of
Mr. Root could impair our ability to effectively promote our company and to
carry out our business plan. Each of our handicappers is subject to a sports
personality agreement, which requires them to provide their handicapping
services to us, as well as appear on our infomercial, as requested, and is
renewed annually.

Our future success also depends on our continuing ability to attract and
retain highly qualified professional handicappers. Competition for these
individuals is intense. Our inability to attract and retain additional, highly
skilled personnel required for expansion of our operations could adversely
affect our results of operations.

WE FACE STRONG COMPETITION IN ALL ASPECTS OF OUR BUSINESS, AND OUR FAILURE TO
COMPETE SUCCESSFULLY WITH OUR COMPETITORS MAY HAVE A MATERIAL ADVERSE IMPACT ON
OUR REVENUES AND PROFITABILITY.

The market for our services and products is intensely competitive and we
expect that competition will increase. We face competition from numerous
operations that sell sports handicapping information through television
infomercials, the Internet, print media, direct mail and telemarketing. Many of
our competitors have longer operating histories, significantly greater financial
and marketing resources, greater name recognition and larger user and membership
bases. These competitors may be able to devote greater resources to marketing
and to the development and promotion of their services, adopt more aggressive
pricing policies and devote substantially more resources to website and systems
development than we. In addition, these competitors may be able to respond more
quickly to changes in Internet technology and adapt more quickly to evolving
industry trends or changing Internet user preferences. We cannot assure you that
we will be able to compete successfully against current and future competitors,
or that competitive pressures will not have a negative impact on our ability to
generate revenues and to achieve or sustain profitability.

BECAUSE WE HAVE FEW PROPRIETARY RIGHTS, OTHERS CAN PROVIDE SERVICES
SUBSTANTIALLY EQUIVALENT TO OURS, WHICH MAY HAVE A MATERIAL ADVERSE EFFECT ON
OUR COMPETITIVENESS AND OUR FINANCIAL POSITION.

Our product and service offerings are not protected by patents and are
generally not patentable. We believe that most of the information we use to
provide our handicapping analysis is generally known and available to others.
Consequently, apart from the advantages afforded by our expert handicappers,
others can offer services substantially equivalent to ours.

OUR PRODUCTS MAY INFRINGE ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS, WHICH
MAY CAUSE US TO ENGAGE IN COSTLY LITIGATION AND, IF WE ARE NOT SUCCESSFUL, COULD
CAUSE US TO PAY SUBSTANTIAL DAMAGES AND PROHIBIT US FROM SELLING OUR PRODUCTS OR
SERVICING OUR CUSTOMERS.

We cannot be certain that our technology and other intellectual property does
not infringe upon the intellectual property rights of others. Authorship and
priority of intellectual property rights can be difficult to verify. Because
patent and trademark applications in the United States are not publicly
disclosed until the patent is issued, applications may have been filed which
relate to services similar to those offered by us. We may be subject to legal
proceedings and claims from time to time in the ordinary course of our business,
including claims of alleged infringement of the trademarks and other
intellectual property rights of third parties.

If our products or technology violate third-party proprietary rights, we
cannot assure you that we would be able to arrange licensing agreements or other
satisfactory resolutions on commercially reasonable terms, if at all. Any claims
made against us, relating to the infringement of third-party propriety rights
could result in the expenditure of significant financial and managerial
resources and injunctions preventing us from providing services. Such claims
could severely harm our financial condition and ability to compete.

IF WE CANNOT PROTECT OUR TRADENAME OR OUR INTERNET DOMAIN NAMES, OUR ABILITY TO
CONDUCT OUR OPERATIONS MAY BE IMPEDED, AS WELL AS RESULT IN SUBSTANTIAL COSTS
DUE TO LITIGATION.

We have received trademark registration for our "The WinningEDGE" tradename
with the United States Patent and Trademark Office. However, we cannot assure
you that we will be able to secure adequate protection for our tradename. Our
actions may be inadequate to protect our tradename or to prevent others from
claiming violations of their tradenames. We also own the Internet

domain names www.winningedge.com, www.globalsportsedge.com and
www.gsportsedge.com. Government agencies and their designees generally regulate
the acquisition and maintenance of domain names. Governing bodies may establish
additional top-level domains, appoint additional domain registrars or modify the
requirements for holding domain names. As a result we may be unable to acquire
or maintain relevant domain names in all countries in which we do business.
Furthermore, the relationship between regulations governing domain names and
laws protecting trademarks and similar proprietary rights is unclear. Therefore,
we may be unable to prevent third parties from acquiring domain names that are
similar to, infringe on or otherwise decrease the value of our trademarks and
Internet domain names. Our failure to protect our tradename or our Internet
domain names could impair our ability to conduct our business operations, or may
result in costly litigation and the expenditure of significant financial and
managerial resources and injunctions preventing us from providing services. Such
claims could severely harm our financial condition and ability to compete.

SYSTEM FAILURES, DELAYS AND CAPACITY CONSTRAINTS MAY DAMAGE OUR CUSTOMER
RELATIONS OR INHIBIT OUR POSSIBLE GROWTH.

Our success and our ability to provide high quality customer service
largely depends on the efficient and uninterrupted operation of our computer and
communications systems, which must be able to accommodate significant numbers of
users and advertisers. We may experience periodic systems interruptions and down
time caused by traffic to our website and technical difficulties, which could
result in a loss of potential or existing users and advertisers and may
adversely affect our results of operations. Limitations of our technology
infrastructure may prevent us from maximizing our business opportunities and
inhibit our possible growth.

THE TRADING PRICE OF OUR COMMON STOCK MAY DECREASE DUE TO FACTORS BEYOND OUR
CONTROL.
The trading price of our common stock is subject to significant
fluctuations in response to numerous factors, including:

* quarterly variations in anticipated or actual results of operations;

* new services, products or strategic developments by us or our competitors;

* increased expenses, whether related to sales and marketing or
administration; and

* comments about us or our markets posted on the Internet.

Moreover, the stock market from time to time has experienced extreme price
and volume fluctuations. These fluctuations have particularly affected the
market prices of equity securities for emerging growth companies and certain
industry groups such as Internet-related companies and are often unrelated to
the operating performance of the companies. These broad market fluctuations may
adversely affect the market price of our common stock. If our shareholders sell
substantial amounts of their common stock in the public market, the price of our
common stock could fall. These sales also might make it more difficult for us to
sell equity or equity-related securities in the future at a price we deem
appropriate.

THE LIMITED PUBLIC MARKET FOR OUR COMMON STOCK MAY REDUCE OUR SHAREHOLDERS'
ABILITY TO SELL OUR COMMON STOCK, AND INCREASE THE VOLATILITY OF OUR STOCK
PRICE.

Our common stock currently is traded on the OTC Bulletin Board, which is
generally considered to be a less efficient market than national exchanges or
trading systems, and trading volume has been low. Consequently, the liquidity of
our securities could be impaired, not only in the number of securities which
could be bought and sold, but also through delays in the timing of transactions,
difficulties in obtaining price quotations, reduction in security analysts' and
media coverage of us and our business, if any, and lower prices for our
securities than might otherwise be attained. This circumstance could have an
adverse effect on the ability of an investor to sell any shares of our common
stock as well as on the selling price for such shares. In addition, the market
price of our common stock may be significantly affected by various additional
factors, including, but not limited to, our business performance, industry
dynamics or changes in general economic conditions.

WE HAVE NOT PAID CASH DIVIDENDS AND IT IS UNLIKELY THAT WE WILL PAY CASH
DIVIDENDS IN THE FORESEEABLE FUTURE.

We plan to use all of our earnings, to the extent we have earnings, to fund
our operations. We do not plan to pay any cash dividends in the foreseeable
future. We cannot guarantee that we will, at any time, generate sufficient
surplus cash that would be available for distribution as a dividend to the
holders of our common stock. You should not expect to receive cash dividends on
our common stock.

DELAWARE LAW AND OUR CORPORATE CHARTER AND BYLAWS CONTAIN ANTI-TAKEOVER
PROVISIONS THAT COULD DELAY OR DISCOURAGE TAKEOVER ATTEMPTS THAT STOCKHOLDERS
MAY CONSIDER FAVORABLE.

Our certificate of incorporation, our bylaws and Delaware law contain
provisions that may inhibit changes in our control that are not approved by our
board of directors. These provisions may have the effect of delaying, deferring
or preventing a change in our control despite possible benefits to our
stockholders, may discourage bids at a premium over the market price of our
common stock and may adversely affect the market price of our common stock and
the voting and other rights of our stockholders.

APPLICABILITY OF "PENNY STOCK RULES" TO BROKER-DEALER SALES OF OUR COMMON STOCK
COULD HAVE A NEGATIVE EFFECT ON THE LIQUIDITY AND MARKET PRICE OF OUR COMMON
STOCK.

Our common stock is subject to the "penny stock rules" adopted pursuant to
Rule 15g-9 of the Securities and Exchange Act of 1934, as amended, which apply
to non-Nasdaq companies whose common stock trades at less than $5.00 per share
or which has a tangible net worth of less than $5,000,000 - or $2,000,000 if we
have been operating for three or more years. The penny stock rules impose
additional sales practice requirements on broker-dealers which sell such
securities to persons other than established customers and institutional
accredited investors. For transactions covered by this rule, a broker-dealer
must make a special suitability determination for the purchaser and have
received the purchaser's written consent to the transaction prior to sale.
Consequently, the penny stock rules affect the ability of broker-dealers to sell
shares of our common stock and may affect the ability of shareholders to sell
their shares in the secondary market if such a market should ever develop, as
compliance with such rules may delay and/or preclude certain trading
transactions. The penny stock rules could have an adverse effect on the
liquidity and/or market price of our common stock.

FORWARD-LOOKING STATEMENTS

This prospectus includes "forward-looking" statements, which reflect our
current views with respect to possible future events and financial performance.
They are subject to certain risks and uncertainties, including specifically the
absence of significant revenues, financial resources, a history of losses,
significant competition, the uncertainty of proprietary rights, trading risks of
low-priced stocks and those other risks and uncertainties discussed in this
prospectus that could cause our actual results to differ materially from our
historical results or those we hope to achieve. In this prospectus, the words
"anticipates," "believes," "expects," "intends," "future" and similar
expressions identify certain forward-looking statements. You are cautioned to
consider the specific risk factors described in "Risk Factors" and elsewhere in
this prospectus and not to place undue reliance on the forward-looking
statements contained in this prospectus. Except as required by law, we undertake
no obligation to announce publicly revisions we make to these forward-looking
statements to reflect the effect of events or circumstances that may arise after
the date of this prospectus.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares by the selling
shareholders. However, if the selling shareholders exercise any of the warrants
not related to the Series C Preferred Shares, we will receive the proceeds from
the exercise. The weighted average exercise price of the warrants is $.99 per
share of common stock, and expire on June 27, 2007. The exercise price of the
warrants issued to the Neil T. Hadfield and Margaret A. Jackson Trust is $0.50,
and expire on December 31, 2004. If all of the warrants unrelated to the Series
C Shares are exercised, these proceeds would total $698,000.

We will also receive proceeds from exercise of Series C warrants which
convert to common stock. Each Series C warrant is convertible into 31.25 shares
of common stock, at an exercise price of $1.00. These warrants expire on
July 5, 2004. If all of these warrants are exercised, we will receive
$2,000,000.

NUMBER OF COMMON SHARES TO BE EXERCISE PROCEEDS IF
CLASS OF WARRANT ISSUED PRICE EXERCISED
- --------------------------- ------------------------------- --------- ------------

LAURUS FUND 250,000 $ 0.992 $ 248,000
- --------------------------- ------------------------------- --------- ------------
JAMES N. BAXTER 200,000 $ 1.00 $ 200,000
- --------------------------- ------------------------------- --------- ------------
TOTAL 450,000 $ 448,000
- --------------------------- ------------------------------- --------- -----------
SERIES C PREFERRED WARRANTS 2,000,000 $ 1.00 $ 2,000,000
- --------------------------- ------------------------------- --------- ------------
NEIL T. HADFIELD AND MARGARET
A. JACKSON TRUST WARRANTS 500,000 $ 0.50 $ 250,000
- --------------------------- ------------------------------- --------- ------------

GRAND TOTAL $ 2,698,000
- --------------------------- ------------------------------- --------- ------------

The total proceeds that we may receive if the selling shareholders exercise
any of the warrants described in this section is $2,698,000. Our receipt of
proceeds from this offering is contingent on both market conditions and the
actions of the converting shareholders. If we generate proceeds, we intend to
use the proceeds to pay down any indebtedness we may have at that time, and the
remainder will be used as general working capital to fund our existing
operations.

SELLING SHAREHOLDERS

The following table provides certain information with respect to the
selling shareholders' beneficial ownership of common stock as of August 27,
2002, and as adjusted to give effect to the sale of all of the shares offered in
this prospectus. Because the selling shareholders can offer all, some or none of
their shares of our common stock, we have no way of determining the number they
will hold after this offering. Therefore, we have prepared the table below on
the assumption that they will sell all shares covered by this prospectus. The
number and percentage of shares beneficially owned is determined in accordance
with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is
not necessarily indicative of beneficial ownership for any other purpose. Under
such rule, beneficial ownership includes any shares as to which the selling
security holder has sole or shared voting power or investment power and also any
shares, which the selling stockholder has the right to acquire within 60 days.
14

Aside from Mr. Keating, our former chief executive officer and currently a
director, none of our selling shareholders have, or within the past three years
have had, any position, office or other material relationship with us or any of
our predecessors or affiliates. Mr. Keating is considered to be an underwriter
for the purposes of this offering.

Number of Shares
Beneficially Owned After
Number of Shares Offering (1)
Beneficially Owned Number of Shares Number of
Name Before Offering Being Registered Shares Percentage
- -------------------------- -------------------- ----------------- ----------- ------------

Laurus Master Fund, Ltd. (2) 2,125,000(3) 2,125,000 0 0
Trilium Holdings Ltd. 1,666,667(4) 1,666,667 0 0
Luca Toscani 466,666(5) 466,666 0 0
Timothy J. Keating 5,225,874(6) 2,866,667(7) 2,359,207 6.2%
James N. Baxter 400,000(8) 400,000 0 0
Integrated Corporate Relations,
Inc. 33,333 33,333 0 0
Neil T. Hadfield and Margaret A.
Jackson Trust 1,500,000(9) 1,500,000 0 0

(1) Based on 21,285,703 shares issued and outstanding as of September 10, 2002.
Percentages based upon 37,715,261 shares issued and outstanding on a fully
diluted basis.

(2) In accordance with Rule 13d-3 under the Securities Exchange Act of 1934,
Laurus Capital Management, L.L.C., a Delaware limited liability company, may be
deemed a control person of the shares owned by Laurus Master Fund, Ltd. David
Grin and Eugene Grin are the principals of Laurus Capital Management, LLC

(3) Includes 1,875,000 shares of common stock issuable upon conversion of
interest and/or principal of 13% Conversion Note and 250,000 shares of common
stock issuable upon exercise of existing warrants.

(4) Includes 1,000,000 shares of common stock underlying Series C Preferred
Stock, and 666,667 shares of common stock issuable upon conversion of a Series C
warrant

(5) Include 180,000 shares of common stock underlying Series C Preferred Stock,
and 186,666 shares of common stock issuable upon conversion of a Series C
warrant

(6) Includes 400,000 shares held by Keating Partners, LP, through which Mr.
Keating is the indirect beneficial holder, 600,000 shares issuable upon
conversion of warrants, held by Keating Investments, LLC, though which Mr.
Keating is the indirect beneficial holder, 559,207 held directly by Mr. Keating,
400,000 shares issuable upon conversion of a warrant, held directly by Mr.
Keating, 1,120,000 shares of common stock underlying Series C Preferred Stock
held directly by Mr. Keating, 1,146,667 shares of common stock issuable upon
conversion of a warrant to common stock underlying Series C Preferred Stock and
held directly by Mr. Keating, 600,000 shares of common stock underlying Series C
Preferred Stock held by Keating Partners, LP, through which Mr. Keating is the
indirect beneficial holder, and 400,000 shares of common stock issuable upon
conversion of a Series C warrant held by Keating Partners, LP.

(7) Includes 1,120,000 shares of common stock underlying Series C Preferred
Stock held directly by Mr. Keating, 746,667 shares of common stock issuable upon
conversion of a Series C warrant to common stock held directly by Mr. Keating,
600,000 shares of common stock underlying Series C Preferred Stock held by
Keating Partners, LP, through which Mr. Keating is the

indirect beneficial holder, and 400,000 shares of common stock issuable upon
conversion of a Series C warrant to common stock held by Keating Partners, LP.

(8) Includes 200,000 shares of common stock issuable upon conversion of interest
and/or principal of 5% Conversion Note and 200,000 shares issuable upon exercise
of an existing warrant.

(9) Includes 1,000,000 shares of common stock issued to Neil T. Hadfield and
Margaret A. Jackson as Trustees for the Neil T. Hadfield and Margaret A. Jackson
Trust, and 500,000 shares issuable upon exercise of a warrant with an exercise
price of $500,000 and expiring on December 31, 2004.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the financial condition and results of
operations of GWIN should be read together with the financial statements and
related notes that are included elsewhere in this prospectus. Our actual results
may differ materially from those anticipated in these forward-looking statements
as a result of various factors, including those set forth under "Risk Factors"
or in other parts of this prospectus.

OVERVIEW

We provide sports handicapping information and analysis to sports bettors
through direct marketing channels such as television infomercials, radio
programs, the Internet, telemarketing and print media. The handicapping
information that we currently provide includes commentary, analysis and picks
from leading sports handicappers for professional and college football,
professional and college basketball, and professional baseball.

We generate revenue by selling the handicapping advice and analysis of our
professional handicappers to customers that call the telephone numbers
advertised on our weekly 30-minute infomercial program called The WinningEDGE
which airs nationally every Saturday morning during the football season on PAX
TV Network and on selected Fox Sports Net stations. Our handicapping services
are also sold on our website located at www.WinningEDGE.com. Our website also
provides free odds, scores, schedules, injury and weather reports and free picks
from our professional handicappers, as well as the opportunity for visitors to
purchase a broad selection of picks and services offered through the site.

In July 2001, Global Sports & Entertainment, Inc. (which has been renamed
Global SportsEDGE, Inc.) completed a reverse acquisition of our company in which
we acquired all of the outstanding capital stock of Global SportsEDGE in
exchange for shares of our Series B preferred stock. The shares of Series B
preferred stock that were issued in the reorganization were automatically
converted into a total of 14,845,241 shares of our common stock concurrent with,
and after giving effect to, a one-for-four reverse split of our common stock
effected in August 2001. The stockholders of our company prior to the
reorganization held a total of 3,750,000 shares of our common stock after the
reorganization and after giving effect to the reverse stock split. Unless
otherwise indicated, all share numbers stated in this memorandum give effect to
the reorganization and the one-for-four reverse stock split.

Initially, the reverse acquisition included a California corporation,
TurfClub.com, Inc. ("TurfClub") However, we have since sought to rescind the
transaction with respect to TurfClub due to breach of the merger agreement. In
February 2002, we reached an agreement with the shareholders of
TurfClub.com who were not involved with the matters which gave rise to the
decision to rescind. That agreement provided that we issue a reduced number of
shares of common stock and warrants in exchange for mutual releases from all
parties. We are currently negotiating for resolution of this

transaction with the final remaining party, Mr. Muehlbauer, a former director of
our company. We anticipate concluding the rescission and all related litigation
by or before December 31, 2002. All financial figures reflect only financial
information for our Global SportsEDGE, Inc. subsidiary, which is currently our
only operating business. Please refer to our discussion in "Business-Legal
Proceedings."

PLAN OF OPERATIONS

Over the next 12 months, we intend to expand our business model to cover
additional sports, such as soccer, cricket and rugby, in other geographic
markets and to develop and/or enter into joint venture relationships to sell
related products and services to our customer base. In addition, we intend to
continue expanding our existing customer base by marketing our current
handicapping services for football, basketball and baseball in the United
States. We also intend to generate additional revenues by selling advertising
services on our television show and website and by licensing the use of our
database. For further discussion, please refer to our `Management`s Discussion
and Analysis - Liquidity and Capital Resources` section.

As of December 31, 2001, we had assets of $867,735 and a working capital
deficit of $(3,118,002). In addition, we had a total accumulated deficit of
$(12,782,218) as of December 31, 2001. As of July 31, 2002, we had assets of
$1,063,463, a working capital deficit of $(3,013,361), and a total accumulated
deficit of $(14,857,661). We require approximately $130,000 per week during the
football season to purchase cable television airtime for our infomercials and to
promote our services on radio and in print publications.

On August 21, 2002, we entered into an agreement with Newmarket Investments
plc (formerly The British Bloodstock Agency, plc ("BBA")), an existing debenture
holder. BBA currently holds a $500,000 5% Convertible Debenture, maturing in
August 2004, convertible at BBA's option to 1,000,000 shares of common stock,
and a warrant to purchase 1,000,000 shares of common stock, exerciseable at
$1.00 and expiring on August 31, 2005. BBA has invested an additional $700,000,
in exchange for which we have increased the principal amount of their currently
outstanding debenture to $1,200,000, convertible into 3,428,571 shares of common
stock. The exercise price for the debt conversion was reduced to $0.35 per
share, and the price is subject to further adjustment based on our operating
income and net revenue for the fiscal year ending July 31, 2003, as described in
Section 6.5 of the modified agreement. All other terms, including the maturity
date, remained undisturbed. BBA has extended an unsecured standby credit
facility of $250,000, with a 16% annual interest rate and payable on March 31,
2003. In consideration for these investments, we have also agreed to exchange
the warrant currently held by BBA with a warrant to purchase 3,000,000 shares of
common stock, exerciseable at $0.35, and expiring on August 31, 2005. The
exercise price of both the warrants and the convertible debt are subject to
modification based on any other conversions by any other shareholders, including
the Laurus Fund, which results in conversion to our common stock at an exercise
price of less than $0.35 per share. These terms are described more fully in
Section 7.1 of the modified agreement. We have also agreed to approve the
appointment of BBA's Chief Executive Officer, Simon Hayes, as an operational
consultant for 90 days, at a salary of $15,000 per month. Mr. Hayes will also be
appointed to fill a vacancy in our Board of Directors, and will stand for
election at our next annual meeting, as well as being appointed a senior
executive officer, both events to occur no later than December 31, 2002. We
executed this agreement on September 13, 2002.

We believe that we currently have sufficient committed capital to fund our
operations for the next 12 months. We expect to fund any our capital
requirements over this period of time from cash flows from operations or private
sales of our securities. Our cash requirements for a period longer than 12
months is contingent on our ability to generate sufficient revenue from our
operations, and develop our business plan such that we may either internally
finance our cash needs, or we are able to obtain financing on beneficial terms
as a result of our cash position and the sustainability of our revenue flow.

We are now in our third season of football and our second year of operation
in Las Vegas. In the current year, we have added a new television network with
an audience base that we believe is more likely to purchase our services.
Because it is our second year in Nevada, as we enter the 2002 we have retained
23 experienced sales representatives from the 2001 season. In the prior year, we
retained virtually no experienced representatives because of our relocation from
Southern California to Las Vegas.

We believe that the better utilization of our existing customer database, a
substantial number of experienced sales representatives, improved network
exposure and adequate financing will enable us to generate a positive cash flow
for the fiscal year ending July 31, 2003. Our year- to - year experience in
revenue growth leads us to be confident that, if this positive cash flow is
achieved in 2003, the business can be supported by operating cash flow in
subsequent periods.

Even though we believe that our existing financing is sufficient for
current operations, we maintain continuing contact with investment firms and
believe that we could raise additional investment capital should that be
necessary. However, we cannot assure that we would be successful in those
efforts.

CHANGE OF FISCAL YEAR

On May 7, 2002 the board elected to change our fiscal year from January 1
through December 31 in each year to August 1 through July 31 in each year, which
was disclosed on Form 8-K, and filed with the SEC. The report covering the
transition period of January 1, 2002 through July 31, 2002 will be filed on Form
10-KSB.

RESULTS OF OPERATIONS

Fiscal year ended December 31, 2001 compared to fiscal year ended December 31,
- ------------------------------------------------------------------------------
2000
- ----

Revenues
--------

Revenues from sales of sports handicapping information and analysis
increased from $1,055,075 in fiscal year 2000, our initial year of operation, to
$3,083,314 in fiscal year 2001, a 192.2% increase. This was due to an increased
actual and potential client base as a result of our increase in experienced
account representatives. Revenue from advertising agreements was $157,168 in
2001, and we had no advertising agreements in 2000.

Operating Costs
---------------

Operating costs and expenses for the fiscal year ended December 31, 2000
were $7,236,013, and $7,877,852 for the fiscal year ended December 31, 2001,
representing an 8.8% increase. The breakdown of costs and expenses are detailed
below:

Handicappers' fees. Handicappers' fees increased from $291,432 in 2000 to
$424,002 in 2001, an increase of 45%. This is less than the percentage increase
in revenue because, in part, some handicapping contracts in 2000 provided for
fixed minimum payments not directly related to sales volumes.

Advertising expense. Advertising expenses, including production of
television shows, decreased from $3,172,392 in 2000 to $2,160,245 in 2001, a
31.9% reduction. Advertising expenses in 2000 reflected the additional
activities associated with the inception of operations, and the reduction is
largely the result of commitments in 2001 at a level consistent with continuing
normal operations. The amount for 2001 is more likely representative of future
trends than the 2000 amount.

Professional fees. Professional fees increased from $475,900 in 2000 to
$556,201 in 2001, a 16.8% increase. This increase is primarily a result of our
common stock becoming publicly traded following the reverse merger in July of
2001.

General and Administrative Expenses
-----------------------------------

General and administrative expenses of $1,810,410 in 2000 also reflect that
fact that operations commenced in that year. The 2001 amount of $1,238,880, a
31.6% decrease, is more likely representative of future trends than the amount
from the prior year.

Net Loss
--------

Our net loss decreased from $(6,162,866) for the year ended December 31,
2000 to $(5,527,352) for the year ended December 31, 2001. The net loss used in
earnings per share calculation in 2001 was further increased by an imputed
non-cash dividend on our Series C preferred shares of $1,092,000 to $6,619,352.
This imputed dividend was a result of a 50% upward adjustment of the conversion
rate attached to those preferred shares after issuance.

Non-Recurring Charges and Written-Off Advances
---------------------

The non-recurring charge of $1,243,453 represents costs associated with a
planned share exchange transaction. We are rescinding the share exchange
transaction with the shareholders of TurfClub.com. We have reached an agreement
with certain of the shareholders of TurfClub.com for issuance of shares and
warrants in exchange for mutual releases from further claims in connection with
this transaction. We have provided approximately $866,000 for the actual cost of
that settlement and the estimated cost of agreeing to the same terms with other
former shareholders. The remaining amount of this charge of $377,000 represents
operating advances to TurfClub.com from the date of the proposed transaction
until October 3, 2001. This amount has been classified as bad debt expense in
the consolidated statement of operations. We have determined that that those
advances are not collectible.

SEVEN MONTHS ENDED JULY 31, 2002 (AUDITED) COMPARED TO SEVEN MONTHS ENDED JULY
- --------------------------------------------------------------------------------
31, 2001 (UNAUDITED).
- -----------------------

Our net loss increased from $1,092,511 for the 2001 period to $2,075,443
for the 2002 period. In the 2002 period, non-recurring charges related to
settlement of litigation were $608,525 and interest and non-cash financing
charges were $704,326. The corresponding amounts in the 2001 period were
$250,000 and $-0-, respectively. Interest costs for the 2002 period include
$276,922 for amortization of debt discount and that condition will continue
until existing debt is retired in 2004.

REVENUES
- --------

Revenue from sports handicapping was $2,765,232 for the seven months to
July 31, 2002 compared to $993,143 for the 2001 period - an increase of 178%.
Advertising revenue for the 2002 period was $261,998 versus $-0- for the 2001
period.

OPERATING COSTS
- ---------------

Handicapping fees for the 2002 period were $264,257 compared with $47,239
for the 2001 period. The 2002 amount is 9.5% of related revenues and that is
consistent with the payment terms of the handicappers` contracts.

Advertising expense for the 2002 period is $194,755 compared with $157,865
for the 2001 period. These amounts are not representative of a full year of
operations as the bulk of advertising expense is incurred in the period from
September to December.

Compensation expense for the July 2002 period was $1,463,067 compared to
$771,989 for the 2001 period, an 89% increase. The bulk of the increase is
commissions based upon the increased handicapping revenues noted earlier.

Professional fees for the July 2002 period of $868,148 were exceptionally
high because of fees paid in connection with efforts to raise investment
capital. This amount is not indicative of future patterns. The corresponding
amount for the 2001 period was $60,651.

General and administrative expenses
- -----------------------------------

General and administrative expense increased from $642,731 in the July 2001
period to $864,629 in the 2002 period. This increase of 34% is caused in large
part by substantially higher telephone charges resulting from higher sales
volume and other costs associated with becoming a public company.

Net loss
- --------

NON-RECURRING CHARGES
- ---------------------

Non-recurring charges of $608,525 in the 2002 period relate to settlements
of litigation in respect to the TurfClub matters and breach of contract actions.
The similar item in 2001 was $250,000 representing the write-off, as bad debt
expense, of advances to TurfClub.

LIQUIDITY AND CAPITAL RESOURCES

Our cash flow in 2001 was generated by (or required for) the following
activities $(2,371,865) operating activities,$5,964 investment, and $2,335,838
financing, including debt and equity issuances. For the fiscal period ended July
31, 2002, this resulted in $(596,164) required for operations, $(14,818)
required for investments, and $891,165 from financing activities. The majority
of our expenditures are generally related to advertising, handicapping fees and
compensation costs, and we spent $1,922,079on those items for the fiscal period
ended July 31, 2002.

On August 21, 2002, we entered into an agreement with The British
Bloodstock Agency, plc ("BBA"), an existing debenture holder, the terms of which
are described in "Management's Discussion and Analysis - Plan of Operations."
The closing for this investment, including the credit facility, is expected to
be on or before September 10, 2002.

On June 27, 2002, we completed a transaction with Laurus Master Fund, Ltd.,
pursuant to which Laurus purchased a 13% convertible note, in principal amount
of $750,000, and maturing on December 27, 2003, and a warrant to purchase
250,000 shares of our common stock at exercise prices ranging from $0.88 to
$1.20, with a weighted average exercise price of $0.99, and expiring on June 27,
2007. We have used the proceeds for general corporate purposes.

Laurus may convert the note at any time into shares of our common stock at
a fixed conversion price of $0.80. We may pay the principal and interest on the
convertible note, which has an eighteen month term, in cash, shares of our
common stock or a combination of cash and stock, except prior to the date of
this prospectus we must make such payments solely in cash unless Laurus consents
to payment in stock. If we elect to pay our monthly installments with common
stock, the conversion price is the lesser of $0.80 or 80% of the average trading
price for the three previous trading days. We make interest-only payments until
October 1, 2002, at which time we will pay interest and one-fifteenth of the
principal on the first business day of each calendar month and on the maturity
date of December 27, 2003.

Laurus contractually agreed to restrict its ability to convert the
convertible note and/or exercise its warrants and receive shares of our common
stock such that the number of shares of common stock held by it and its
affiliates after such conversion and/or exercise does not exceed 4.9% of the
then issued and outstanding shares of our common stock.

We also agreed to file with the Securities and Exchange Commission, and
have declared effective by October 10, 2002, a registration statement
registering the resale of the shares of our common stock issuable to Laurus upon
conversion or payment of the note and exercise of the warrant.

Our working capital deficit as of July 31, 2002 was $(3,013,361). Of that
amount, approximately $262,500 represents revenues from sales, which will not be
recognized until after July 31, 2002 under our accounting principles.

We conducted a private placement of investment units, consisting of one 5%
debentures convertible into 50,000 shares of common stock automatically upon
maturity on August 31, 2004, or prior to maturity at the option of the holder,
and one warrant to purchase 100,000 shares of our common stock at $1.25 per
share, exerciseable at the option of the holder and expiring on August 31, 2004.
We sold 3.5 units, and raised approximately $175,000 from four investors.

Between August and September of 2001, we issued an aggregate of $836,667
principal amount of our 5% convertible debentures with attached common stock
purchase warrants in a private placement offering conducted by certain of our
directors and officers. The debentures are immediately convertible into common
stock at a conversion price of $0.50 per share, subject to adjustment for stock
splits and the like, and will automatically convert into common stock on August
31, 2003. Interest on the debentures will accrue at an annual rate of 5% and
will be paid (a) in shares of common stock on August 31, 2003, or (b) at our
option, upon the holder's conversion of the debentures prior to August 31, 2003,
either in cash or shares of common stock based on the conversion price. Each
debenture is accompanied by a detachable warrant to purchase additional number
of shares of our common stock equal to the principal amount of the debenture
purchased divided by $0.50 at an exercise price of $1.00 per share.

On September 26, 2002, we entered into a settlement agreement with a former
Director, Mr. Muehlbauer, regarding our rescission of the TurfClub merger and
Resultant litigation. The terms of this litigation and subsequent settlement Are
discussed in `Business-Legal Proceedings.`

We also have a significant amount of debt with related parties. Please
refer to our discussion in "Certain Relationships and Related Party
Transactions."

Our material commitments and financial obligations may be summarized as
follows:

CASH PAYMENTS DUE BY PERIOD
AMOUNT TO
BE REPAID
BY ISSUANCE
CONTRACTUAL TOTAL LESS THAN 1-3 4-5 AFTER 5 OF COMMON
1 YEAR YEARS YEARS YEARS STOCK

OBLIGATIONS
$ 251,666 $100,000 $ 0 $ 0 $ 0 $ 151,666
AMOUNTS DUE RELATED PARTIES
LONG-TERM DEBT 1,840,049 93,303 1,746 0 0 1,745,000
OPERATING LEASES 211,000 148,000 63,000 0 0 0
UNCONDITIONAL PURCHASE OBLIGATIONS 0
OTHER LONG-TERM OBLIGATIONS EMPLOYMENT AGREEMENTS 1,286,000 514,400 771,600 0 0 0
---------- -------- -------- ------ ------ -------------
TOTAL CONTRACTUAL CASH OBLIGATIONS $3,588,715 $855,703 $836,346 $ 0 $ 0 $ 1,896,666
========== ======== ======== ====== ====== =============

Our long-term debt includes a convertible note of $750,000 which may be
repaid, at our option, by the issuance of our common stock. The number of shares
to be issued in repayment is determined by the market price of the stock at the
time of repayment. We note that, if we elect this form of repayment, it may be
dilutive to existing shareholders.

WARRANTS AND OPTIONS
Options currently outstanding are as follows:

EXERCISE NUMBER OF SHARES PROCEEDS FROM
PRICE TO BE ISSUED EXPIRATION DATES EXERCISE
- ------- ----------------- ---------------- -------------

$10.50 50,000 November 30, 2002 $ 525,000
- ------ ----------------- ---------------- -------------
$ 7.04 186,465 May 31, 2005 1,312,500
- ------ ----------------- ---------------- -------------
$ 6.00 62,500 May 31, 2003 375,000
- ------ ----------------- ---------------- -------------
$ 1.41 1,861,451 July 11, 2003 2,620,500
- ------ ----------------- ---------------- -------------

Warrants currently outstanding are as follows:

EXERCISE NUMBER OF SHARES PROCEEDS FROM
PRICE TO BE ISSUED EXPIRATION DATES EXERCISE
- ------------ ----------------- ---------------- --------------

$ 0.10 600,000 September 10, 2006 $ 60,000
- ------------ --------- --------------------------- -----------
$ 0.50 1,403,889 May 2004 to June 2005 701,945
- ------------ --------- --------------------------- -----------
$ 0.75 110,000 July 2004 to December 2006 82,500
- ------------ --------- --------------------------- -----------
$ 0.88 200,000 June 28, 2007 176,000
- ------------ --------- --------------------------- -----------
$ 1.00 4,194,367 August 2004 to May 2006 4,194,367
- ------------ --------- --------------------------- -----------
$ 1.04-$1.20 125,000 June 28, 2007 138,000
- ------------ --------- --------------------------- -----------
$ 1.25 350,000 August 31, 2005 437,500
- ------------ --------- --------------------------- -----------
$ 1.41 1,786,491 May 31, 2005 2,514,971
- ------------ --------- --------------------------- -----------
$4.00-$10.00 405,028 May 2003 to April 2004 1,395,278
- ------------ --------- --------------------------- -----------

As of October 17, 2002, our trading price was $0.34, and we do not have any
warrants or options with an exercise price below the trading price. Accordingly,
we do not expect such warrants and options to be exercised unless and until the
trading price exceeds the exercise price, and we will not receive proceeds from
the exercise of these warrants and options until that event occurs.

TRENDS
- ------

Due to the fact that we are, in large part, our own `industry,` it is
difficult to determine what trends exist in our market industry. However, we are
closely linked to the gaming industry, which has reported the following trends:
Gaming markets considered to be in the `tourism` class experienced weakened
demand after September 11, 2001 and the recovery has been sluggish. Gaming
markets considered to be in the `locals` business (customers come primarily from
the community in which the establishment in located) have continued to
experience growth consistent with normal expectations. We believe that our
business is more like the `locals` casino business.

SEASONALITY
- -----------

Our business is highly seasonal. Because football and basketball are the
most popular sports for wagering, the demand for our handicapping analysis for
these sports is substantially higher than for any other sporting events. As a
result, approximately 80% of our sales occur in the first and fourth quarters of
our fiscal year. 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.

CRITICAL ACCOUNTING POLICIES
- ----------------------------

In preparing financial statements, management is required to select
appropriate accounting policies and make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenues and expenses. Our use of
estimates includes the following:

We depreciate property and equipment using straight-line methods.

For each reporting period, we record an estimated amount for credits that
will be issued in the future to satisfy customer complaints regarding sales
during the reporting period. This estimate is based largely on past experience
with total credits issued as a percentage of total sales.

In the past two years, we have issued substantial amounts of warrants to
purchase common stock in connection with financing activities and as payment for
services and other items. We recorded the cost attributable to those issues on
the basis of the Black-Scholes option valuation model. The use of this model
requires some highly subjective assumptions including expected stock price
volatility. The lack of comparable companies in the public markets and our
limited market experience tend to make those assumptions even more subjective.

BASIC ACCOUNTING POLICIES.
- --------------------------

Our recognition of revenue from sales of handicapping advice is recognized
ratably over the period covered by the agreement. Revenue from advertising is
recognized ratably over the period covered by the contract.

Our primary expenses are advertising, sales commissions and other
compensation and handicapping fees. These expenses are charged to operations as
incurred.

Other liabilities. In the past, we have been party to litigation which has
now been settled. We have accrued for the cost of such settlements when the
parties have reached fundamental agreement and it is possible to make a
reasonable estimate of the liability incurred.

DESCRIPTION OF BUSINESS
- -----------------------

OVERVIEW
- --------

We provide sports handicapping analysis and advice to sports bettors
worldwide through our wholly-owned subsidiary, Global SportsEDGE, Inc. Global
SportsEDGE provides professional handicapping advice on professional football
games played by the National Football League, professional basketball games
played by the National Basketball Association, college football and basketball
games played by Division I of the National Collegiate Athletic Association, and
professional major-league baseball. Over the next year, we plan to expand our
operations to cover sporting events in Europe and Asia, and to expand our
handicapping services to include soccer, cricket and rugby.

CORPORATE INFORMATION
- ---------------------

We were originally incorporated in Nevada in 1986. We reincorporated in
Massachusetts in 1987 and reincorporated in Delaware under the name of IMSCO
Technologies, Inc. in 1996. From July 1992 to August 1999, we were engaged in
the research and development of electrostatic separation technologies. In late
1999, we ceased our operations and shifted our focus toward the strategic
acquisition of an operating business. To that end, in July 2001, we acquired our
sports handicapping business, which we operate through our wholly-owned
subsidiary, Global SportsEDGE, Inc., a Delaware corporation. As a result of the
reorganization:

* all of our former directors and officers resigned and were replaced by our
current directors and officers;

* we amended our certificate of incorporation to (a) effect a one-for-four
reverse stock split of our common stock; (b) change our name to Global
Sports & Entertainment, Inc.; and (c) increase our authorized capital to
50,000,000 shares of common stock and 5,000,000 shares of preferred stock;

* we issued an additional 14,845,241 shares of our common stock to the
stockholders of the acquired companies, after giving effect to the
conversion of our Series B preferred stock and the one-for-four reverse
split of our common stock;

* we issued options and warrants to purchase a total of 4,570,121 shares of
our common stock to replace options and warrants held by the stockholders
of the acquired companies; and

* we raised $1,500,000 in a private placement sale of 64,000 shares of our
Series C convertible preferred stock, each share of which is convertible at
any time into 46.875 shares of our common stock, as well as warrants to
purchase an additional 2,000,000 shares of common stock at a
conversion ration of 31.25 shares of common stock for $1.00.

Effective August 22, 2002, we changed our name to GWIN, Inc. in order to
avoid both consumer confusion and potential and actual litigation with another
Delaware company with a similar name, Global Sports, Inc. Global Sports, Inc.
filed a complaint against us on October 11, 2001 regarding the similarity of our
names. Although our businesses are not competitive, in evaluating our options
regarding this proceeding, including a consideration of the time and resources
that would have been required to adequately respond to this proceeding, the
board of directors determined that it was in the best interests of our company
and our shareholders to avoid the deleterious effects of pursuing this cause of
action altogether, and changed our name, which permitted us to focus on our
business and operations. Our shareholders were not be affected by the name
change in any way.

THE GAMING AND SPORTS HANDICAPPING MARKET
- -----------------------------------------

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

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

OUR BUSINESS MODEL
- -------------------

Our business model is centered around our high-caliber handicappers. Mr.
Wayne Allen Root, our Chairman and Chief Executive Officer, has been employed in
the handicapping industry for the past 15 years, and had been the leading
revenue generator for National Sports Service, a competitor of our company and
an industry leader for the past 25 years. Mr. Alec McMordie has won 28 national
handicapping championships over the past nine years. The celebrity of our
handicappers allows us to attract highly qualified account representatives to
our company. These account representatives are then able to convert incoming
telephone leads into completed sales, as described further below.

MARKETING AND SALES
- -------------------

We generate revenue from the direct sale of our handicapping advice.
Interest in our service is derived primarily from two different sources, aside
from word-of-mouth: our informercial and our website. We estimate that 70% of
our revenue is derived from our infomercial advertising. `The WinningEDGE,`
formerly The Global SportsEDGE(TM), a lively 30-minute, professionally produced
television infomercial broadcast nationally on Saturday mornings throughout the
football season, generally September through January. The WinningEDGE airs on
PAX TV Network, a cable television channel reaching 77 million households, as
well as on selected Fox Sports Net stations, reaching approximately 40,000,000
households. The show stars and is hosted by Mr. Root. The WinningEDGE also
showcases our team of professional handicappers, including Randy White (NFL Hall
of Fame, Super Bowl Most Valuable Player), and handicappers Larry Ness, and Alec
McMordie. Messrs. Ness and McMordie combined have won over 30 nationally
recognized handicapping contests. High profile guests are also featured on the
show. During the 2001-2001 season, guests included Tony Dorsett (NFL Hall of
Fame, Heisman Trophy), and Rick Barry (NBA Hall of Fame). Other NFL celebrities
join the cast on a regular and semi-regular basis. In the past these have
included Dan Hampton (six-time NFL All Pro) and Phil McConkey.

We also sell our handicapping analysis, or `picks,` on our website
www.WinningEDGE.com, and develop customer interest through radio station
advertisements. This year, we have introduced a national advertising campaign on
The Sporting News Network, a radio network comprised of 425 affiliates,
averaging 13 million listeners weekly. The only `product` we sell is our
handicapping analysis, which may be sold as one pick from one handicapper for
one game (priced between $49 and $200, depending on the handicapper), 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 entirely based on the event, the sport, the number
of picks and the handicapper.

Once a potential customer has decided to purchase our picks, the customer
calls a toll-free number listed on our website or displayed on our program.
Unique telephone numbers are assigned to each of our handicappers and to each
advertising source, to assist us with identifying which promotional sources
generate the highest revenue. An experienced account representative receives the
call, and offers the customer various picks, which the customer can purchase
individually or in packages, such as a series of games, sports, or an entire
season. Our representatives encourage package sales, which generate higher
revenues. Once the customer has selected the individual pick or package, the
customer's credit card is immediately charged and the customer then receives the
selected pick or package.

During the football and basketball season, which, combined, extend from
September to March, we maintain a staff of approximately 60 experienced sales
representatives at our three telemarketing centers. Two of our centers are
located in Las Vegas, Nevada, and the third is in Phoenix, Arizona. During the
football season, our weekly television infomercials generate significant
consumer interest in our handicapping information, and a large portion of our
revenues is generated by inbound calls that our account representatives convert
into sales. Each inbound call, whether or not converted to an immediate sale, is
added to our database of potential customers. Outside of football season, when
we do not air regular weekly television infomercials, our account
representatives rely more heavily on contacting our caller database to sell
handicapping information for other sporting events, such as professional and
college basketball and major league baseball.

Our account representatives have a comprehensive knowledge of sports and
the business of sports betting, although they themselves do not conduct any of
the handicap 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. A number of our
customers develop a relationship with a particular account representative and
call that representative on a regular basis to purchase our handicapper's picks.
Our account representatives, also referred to as sales representatives, are
compensated on a commission basis, with total commissions averaging
approximately 25% of our gross sales. In addition, sales managers may also
receive a small percentage (1-2%) of gross sales achieved by their sales
representatives in excess of predetermined sales targets. We sell the analysis
and picks of our professional handicappers in a variety of packages and at
various prices. Our prices vary by handicapper and by the packages and picks
offered by each handicapper, with higher prices for the picks considered by our
handicappers to have better odds of beating the spread for a particular game.

Customers may also purchase picks directly from our website, without
interaction with account representatives. Visitors to this site can purchase
both unique packages of picks offered only on our website as well as many of the
picks of our sports handicappers in the same packages and for the same prices as
if they had called our sales office.

OUR STRATEGY
- ------------

Our goal is to become the leading provider of sports handicapping
information and advice in the United States and, in time, the world. Our
strategy includes the following key elements:

Expand our Business to Cover Additional Sports and Services and New
Geographic Markets. We currently provide handicapping analysis and advice for

football, basketball and baseball, primarily for events in the United States. We
plan to focus on maintaining and expanding the profitable growth of our
traditional operations for the remainder of 2002. Beginning in 2003, we plan to
expand our services to cover hockey, NASCAR, and golf, as well as soccer,
cricket, rugby and other heavily wagered sports in Europe and Asia, where
wagering on sporting events is widespread.

Establish a Global Brand Name. We plan to vigorously promote our `The
WinningEDGE` brand name and related website through continued expansion of our
television format to other markets. More importantly, by hiring only the most
insightful handicappers in each field that we enter, our goal is to continue to
grow a satisfied and loyal customer base and establish our brands as the leading
handicapping services in the world.

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

Expand Advertising Sales. We currently generate revenues by the sale of
advertising exposure on our website and by licensing of our database. We intend
to expand these efforts by also selling sponsorship and advertising
opportunities on our television show.

COMPETITION
- -----------

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

Our industry is characterized by a large number of privately held, small
companies and sole proprietorships, and information regarding capitalization,
revenues and market share of these companies is not available. We are unaware of
any independent reporting service which may supply information of this nature
regarding businesses operating in our industry. We believe that our principal
competitor is National Sports Service, Inc., which has a business model very
similar to ours and airs the Proline sports handicapping program on the USA
Network. National Sports Service has been well known in the industry for the
past 25 years. Other major competitors include vegasinsider.com, a well-known
provider of sports gaming information, and a subsidiary of Sportsline.com, which
is a leading online sports information site.

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

INTELLECTUAL PROPERTY
- ---------------------

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

We have acquired the registered trademark, `The WinningEdge ` We also own
the Internet domain name www.WinningEDGE.com. We believe that our tradenames 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 affect or apply directly to our business and operations, and we are
not aware of any legislation which applies directly to our business becoming
effective in the immediate future.

EMPLOYEES
- ---------

We have 11 full-time employees, including one of our four handicappers, and
four part-time employees. Three of our handicappers are under sports personality
agreements, each of which is automatically renewable annually. The fourth, Mr.
Root, is a full-time employee. Mr. Root has entered into an employment agreement
with us, which expires August 31, 2005. In addition, we have approximately 60
commissioned-based telemarketing sales representatives in our Las Vegas and
Phoenix sales offices during the peak football and basketball seasons. Our
employees are not represented by any collective bargaining agreement and we have
never had a work stoppage. We believe our employee relations are good.

CUSTOMERS
- ---------

None of our customers comprises more than 10% of our revenues.

DESCRIPTION OF PROPERTY
- -----------------------

We currently lease approximately 5,325 square feet of office space for our
corporate headquarters and sales office in Las Vegas, Nevada, under a lease that
expires on January 22, 2004, 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 $8,520. Our second Las Vegas facility is leased on a
month-to-month basis, with a monthly rent of $1,337. We also lease approximately
2,713 square feet for our sales office in Phoenix, Arizona, under a lease that
expires on October 31, 2003. Our lease for our Phoenix facility requires monthly
base rental payments of $3,278.

LEGAL PROCEEDINGS
- -----------------

On April 29, 2002, a former director, Thomas Muehlbauer, filed a complaint
against us in connection with our merger with TurfClub.com, Inc., a California
corporation, to which he was the Chief Executive Officer, Secretary, a director
and a minority shareholder. In connection with our rescission of the merger, Mr.
Muehlbauer alleges breach of an employment guarantee and breach of the merger
agreement due to failure of consideration. The plaintiff is seeking unspecified
general damages and punitive damages, which we are unable to estimate at this
time. The action is being brought by Mr. Muehlbauer against our company and our
two subsidiaries, TurfClub.com and Global Sports Edge, Inc., and was brought in
the Superior Court of the State of California, in the County of San Diego. On
September 26, 2002, we executed a settlement agreement with Mr. Muehlbauer
pertaining to both the litigation and the rescission, the terms of which are as
follows:

In exchange for our issuance of a warrant for 450,000 shares of common
stock, exerciseable at $0.50 and expiring on December 31, 2007, 166,650 shares
of common stock, and $90,000 in cash to Mr. Muehlbauer, $15,000 of which was
paid on Oct 16, 2002, and the remaining $75,000 payable in increments of $5,000
per month for the next 15 months, the litigation has been terminated and the
TurfClub transaction has been formally ended. As the remaining shareholders of
TurfClub had previously entered into settlement agreements with us regarding
this transaction, upon reaching settlement with Mr. Muehlbauer, we are no longer
under any obligation to complete the merger with TurfClub.

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

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
--------------------------------------------------------

MARKET INFORMATION
- ------------------

Our common stock has traded on the OTC Bulletin Board under the symbol
'GWIN' since September 7, 2001. From August 28, 2001 to September 6, 2001, our
common stock traded on the OTC Bulletin Board under the symbol `GSPE` and prior
to August 28, 2001, our common stock traded on the OTC Bulletin Board under the
symbol `IMSO.` The following table shows the high and low bid prices of our
common stock for the periods indicated as reported by the OTC Bulletin Board.
Some of the bid quotations from the OTC Bulletin Board set forth below may
reflect inter-dealer prices, without retail markup, markdown or commission and
may not represent actual transactions.

HIGH BID LOW BID
2000
First quarter $ 0.91 $ 0.20
Second quarter 0.75 0.38
Third quarter 0.30 0.13
Fourth quarter 0.13 0.09

2001
First quarter $ 0.36 $ 0.25
Second quarter 2.00 0.20
Third quarter 1.68 1.00
Fourth quarter 1.01 0.51

2002
First quarter 0.86 0.60
Second quarter 0.90 0.47
Third quarter 0.74 0.39

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
September 10, 2002, the last reported sales price of common stock in the
over-the counter market was $0.45 per share.

HOLDERS
- -------

As of August 27, 2002, there were approximately 996 holders of record of
our common stock.

DIVIDENDS
- ---------

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------

The following table sets forth certain information regarding beneficial
ownership of our common stock as of September 3, 2002 by:

* each person who is known by us to own beneficially more than five percent
(5%) of the outstanding shares of common stock,
* each of our directors,
* each of the chief executive officer and the four most highly compensated
executive officers who earned in excess of $100,000 for all services in all
capacities and
* all executive officers and directors as a group.

Unless otherwise indicated below, to our knowledge, all persons listed
below have sole voting and investing power with respect to their shares of
common stock, except to the extent authority is shared by spouses under
applicable community property laws.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock subject to options,
warrants or convertible securities exercisable or convertible within 60 days of
September 3, 2002, are deemed outstanding for computing the percentage of the
person or entity holding such options, warrants or convertible securities but
are not deemed outstanding for computing the percentage of any other person, and
is based on 37,715,261 shares issued and outstanding on a fully diluted basis,
as of September 3, 2002.

NUMBER OF
--------------------
COMMON SHARES PERCENTAGE OF CLASS
-------------------- --------------------
TITLE OF CLASS NAME AND ADDRESS(1) HELD OR CONVERTIBLE OWNED
- -------------------------- ----------------------------- -------------------- --------------------

Common and 5%
Convertible Debt Wayne Allyn Root (2) 5,010,024 13.3%
- -------------------------- ----------------------------- -------------------- --------------------
Common and 5%
Convertible Debt Douglas R. Miller (3) 3,889,019 10.3%
- -------------------------- ----------------------------- -------------------- --------------------
Common and Series
C Preferred Timothy J. Keating (4) 5,225,874 13.8%
- -------------------------- ----------------------------- -------------------- --------------------
Common Edward J. Fishman 532,756 1.4%
- -------------------------- ----------------------------- -------------------- --------------------
Common and 5%
Convertible Debt John T. Manner (5) 1,265,772 3.4%
- -------------------------- ----------------------------- -------------------- --------------------
Common David P. Hanlon (6) 106,551 *
- -------------------------- ----------------------------- -------------------- --------------------

Directors and executive
officers as a group
(6 persons) 16,029,996 42.5%
- -------------------------- ----------------------------- -------------------- --------------------

Common and 5% Newmarket Investment plc
Convertible Debt (7) 2,000,000 5.3%
- -------------------------- ----------------------------- -------------------- --------------------
Series C Convertible
Preferred Trilium Holdings Ltd. (8) 1,666,667 4.4%
- -------------------------- ----------------------------- -------------------- --------------------
Common and 13%
Convertible Note Laurus Master Fund, Ltd. (9) 2,125,000 5.6%
- -------------------------- ----------------------------- -------------------- --------------------

- ----------------
(1) Unless otherwise noted, the address for each of the named directors and
officers is: 5092 South Jones Blvd., Las Vegas, Nevada 89188.

(2) Amount also includes Mr. Root's stock options to acquire 106,551 shares of
common stock at an exercise price of $1.41, warrants to purchase 400,000
shares at an exercise price of $0.50, 106,552 shares of common stock owned
by Mr. Root's minor children, 100,000 common shares to be issued upon
conversion of a 5% Convertible Debenture and warrants to purchase 100,000
shares at an exercise price of $1.00 related to that Debenture.

(3) The shares are held in the name of Kerlee Inter Vivos Trust for which Mr.
Miller is a beneficiary. Amount also includes Mr. Miller's stock options to
acquire 106,551 shares of common stock at an exercise price of $1.41,
33,333 common shares to be issued upon conversion of a 5% Convertible
Debenture held by Mr. Miller's wife and warrants to purchase 33,333 shares
at an exercise price of $1.00 related to that Debenture.

(4) Amount also includes Mr. Keating's shares of Series C Preferred Stock, that
are held by him and through an affiliated entity, that are convertible into
1,720,000 shares of common stock and related warrants to purchase 1,146,667
shares of common stock at an exercise price of $1.00. Also includes
warrants held by him through an affiliated entity to acquire 600,000 shares
of common stock at an exercise price $0.10, 400,000 common shares held by
him through an affiliated entity and a related warrant to purchase 400,000
shares of common stock at an exercise price of $1.00 and a warrant to
purchase 400,000 shares at an exercise price of $0.50 per share.

(5) Amount also includes Mr. Manner's stock options to acquire 168,465 shares
of common stock at an exercise price of $1.41, 220,000 common shares to be
issued upon conversion of a 5% Convertible Debenture and warrants to
purchase 220,000 shares at an exercise price of $1.00 related to that
Debenture.

(6) Amount also includes Mr. Hanlon's stock options to acquire 106,551 shares
of common stock at an exercise price of $1.41.

(7) Represents 1,000,000 shares underlying a 5% Convertible Debenture, maturing
in August 2004, and 1,000,000 shares of common stock underlying a warrant,
exerciseable at $1.00 and expiring on August 31, 2005. The address for
Newmarket Investments is:Queensberry House, 129 High Street, Newmarket,
Suffolk, CB8 9WP, UK

(8) Represents 1,000,000 shares of Series C convertible preferred stock that is
convertible into common shares and an associated warrant to purchase
666,667 shares at an exercise price of $1.00. The address for Trilium
Holdings is: Charlotte House, Charlotte Street, P.O. Box 9204, Nassau,
Bahamas.

(9) Represents 1,875,000 shares of common stock underlying 13% Convertible Note
and 250,000 shares of common stock issuable upon exercise of warrant issued
in connection with the 13% Convertible Note. The address for Laurus is:
P.O. Box 1234 Queensgate House, South Church Street, Grand Cayman, Cayman
Islands

* Represents less than 1% owned

EXECUTIVE OFFICERS AND DIRECTORS
--------------------------------

The following table shows information about our executive officers and
directors as of the date of this registration statement. Our directors serve for
a term of one year or until their successors are elected and qualified. Our
officers serve at the discretion of the board of directors.

Name Age Title
- ---- --- -----
Wayne Allyn Root 41 Chairman of the Board and Chief
Executive Officer

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

Simon Hayes 41 Director and (untitled) senior executive
Officer (both nominated)

David P. Hanlon 56 Director

Edward J. Fishman 58 Director

Timothy J. Keating 39 Director

John T. Manner 55 Director

A brief background of each executive officer and director is provided
below:

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.

Douglas R. Miller has served as our president, chief operating officer,
secretary and director since our reorganization in July 2001. Mr. Miller has
also served as our chief financial officer since November 2001. 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.

SIMON HAYES has been nominated to fill a vacancy on our Board of Directors,
and to fill an unnamed Senior Executive Officer position, both positions to be
effective upon closing our agreement with Newmarket Investments plc. Mr. Hayes
has served as Chief Executive Officer and Director of Newmarket Investments plc,
a publicly traded investment company (on the London Stock Exchange), since 2001.
He intends to maintain his positions as officer and director to Newmarket, as
they are require complementary time commitments. From 1998 to 2001, Mr. Hayes
was retired. From 1997 to 1998, Mr. Hayes served as Managing Director to UBS
Securities (East Asia) Ltd., an international brokerage firm.

David P. Hanlon has served as a director since September 2001. Mr. Hanlon
has been employed as an independent business consultant since 1998. From 1996 to
1998, Mr. Hanlon served as president and chief operating officer of Rio Suites
Hotel & Casino. Mr. Hanlon holds a degree from Cornell University and a MBA from
the Wharton School of Business at the University of Pennsylvania.

Edward J. Fishman has served as a director since August 2001. Between 1998
and 2001, Mr. Fishman was employed as an independent marketing and gaming
consultant. Mr. Fishman has over 18 years experience in the gaming industry and
has served as a marketing and strategic planning consultant to casinos
worldwide. Mr. Fishman currently holds directorships in two other public
companies, Laserlock, Inc. and Interactive Solutions Company.

Timothy J. Keating served as our chief executive officer from August 1999
to July 2001, and has served as our director since August 2001. Mr. Keating is
currently the president of Keating Investments, LLC, a licensed broker-dealer
and registered investment advisor, a position he has held since 1989. Mr.
Keating holds an A.B. degree in economics from Harvard College.

John T. Manner has served as a director since September 2001. Mr. Manner
has served as president of John Manner Insurance Agency Inc since 1972. Mr.
Manner holds a B.S. degree from Milliken University and an M.S. degree from
Indiana University.

There are no family relationships among our executive officers and
directors.

EXECUTIVE COMPENSATION
----------------------

The following table sets forth the compensation paid to our chief executive
officer and our other most highly compensated executive officers whose total
annual salary and bonus exceeded $100,000 for services rendered to us during
each of the fiscal years ending December 31, 2001, 2000 and 1999.

Long-Term
Annual Compensation Compensation
----------------------------------------------------------------------
Securities All Other
Underlying Compen-
Name and Position Year Salary ($) Other Options Granted sation
- ----------------------------------- ------------ -------------- ----------- ----------------- -----------

Wayne Allyn Root (1) 2001 $165,000 $227,000 (2) -
Chairman and Chief Executive Officer 2000 $180,000 $ 70,000 106,551 -
1999 - -

Douglas R. Miller (3) 2001 $173,845 - -
President and Secretary 2000 $180,000 - 106,551 -
1999 - - -

Timothy J. Keating (4) 2001 - - - -
former Chief Executive Officer 2000 - $75,000 175,000 -
1999 - - -

(1) The amounts set forth above for Mr. Root represent compensation paid to him
beginning on December 6, 1999 when he become an executive officer of Global
SportsEDGE, Inc., which became a wholly-owned subsidiary of our company as
a result of our reorganization in July 2001.

(2) Other compensation represents handicapping fees earned and includes $74,000
earned but not yet paid.

(3) The amounts set forth above for Mr. Miller represent compensation paid to
him beginning on December 6, 1999 when he became an executive officer of
Global SportsEDGE, Inc.

(4) Mr. Keating served as our Chief Executive Officer from August 1999 to July
2001. As compensation for serving as our Chief Executive Officer, we
granted Mr. Keating, on October 13, 2000, a total of 200,000 shares of our
common stock, which had at a fair market value of approximately $75,000 on
the date of grant.

OPTION GRANTS IN LAST FISCAL YEAR
- --------------------------------------

The following table sets forth option grants to our Chief Executive Officer
and our other executive officers during the year ended December 31, 2001.

PERCENT OF
NUMBER OF TOTAL OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES IN EXERCISE PRICE EXPIRATION
NAME OPTIONS GRANTED FISCAL YEAR 2001 PER SHARE DATE
- ------------------------------------ --------------- ---------------- ---------- ----

Wayne Allyn Root
Chairman and Chief Executive Officer -- N/A N/A N/A

Douglas R. Miller
President and Secretary -- N/A N/A N/A

Timothy J. Keating
Former Chief Executive Officer -- N/A N/A N/A

Aggregated Option Exercises in Last Fiscal Year and Option Values as of December
- --------------------------------------------------------------------------------
31, 2001
- ---------

The following table sets forth information concerning option exercises and
option holdings for the year ended December 31, 2001 with respect to our Chief
Executive Officer and each of our other executive officers.

SHARES NUMBER OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ON VALUE OPTIONS AT DECEMBER 31, 2001 AT DECEMBER 30, 2001
---------------------------- --------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------- ------------ ------------ ----------- ------------- ----------- -------------

Wayne A. Root (1) - - 106,551 - - -
Douglas R. Miller (1) - - 106,551 - - -
Timothy J. Keating - - - - -

(1) The amounts set forth above for Messrs. Root and Miller represent options
to purchase shares of Global SportsEDGE, Inc. that will be reissued as
options to purchase shares of our common stock as a result of our
reorganization in July 2001. The shares underlying the options were
converted at a rate of 1.0655 shares of our common stock for every share of
Global SportsEDGE, Inc. common stock, after giving effect to the conversion
of our Series B preferred stock issued in the reorganization and the
subsequent 1-for-4 reverse split of our common stock.

EMPLOYMENT AGREEMENTS
- ----------------------

We have entered into employment agreements with our chief executive
officer, Wayne Allyn Root, and our president and chief operating officer,
Douglas R. Miller. Pursuant to their agreements, Mr. Root and Mr. Miller are
required to devote their entire business time to the affairs of the company. Mr.
Root's and Mr. Miller's employment agreements call for a current base salary of
$250,000 per year. They have agreed, however, to accept base salaries of
$175,000 until we have either raised sufficient capital to do so or our profits
allow payment of a greater amount. In addition, Mr. Root's and Mr. Miller's
agreements provide that their salaries are to be adjusted annually by no less
than the greater of 5% or the increase in CPI during the year. Mr. Miller's
employment agreement terminates on December 31, 2004. Mr. Root's employment
agreement terminates on February 28, 2005. Mr. Root's agreement is renewable for
an additional five-year period at our option until February 28, 2010. We must
notify Mr. Root of our desire to exercise our option by December 31, 2004.

BOARD OF DIRECTORS COMPOSITION AND COMPENSATION
- -----------------------------------------------

We currently have six directors on our board of directors. Under our
bylaws, the number of directors can be no less than three and no more than nine,
with the exact number fixed from time to time by the affirmative vote of a
majority of the board of directors.

All of our directors are entitled to receive reimbursement for
out-of-pocket expenses for attending board of directors meetings. Any outside
directors may receive an attendance fee for each meeting of the board of
directors. From time to time we may engage certain members of the board of
directors to perform services on behalf of the company and will compensate such
persons for the services that they perform.

We have agreed in principle to the addition of Mr. Hayes, Chairman of BBA,
a current stockholder, as a nominee for our Board of Directors. These terms are
further described in our discussion entitled `Management's Discussion and
Analysis - Plan of Operation.`

We have entered into two agreements regarding the composition of our Board
of Directors. Please see our discussion in `Certain Relationships and Related
Transactions - Board of Directors Composition.`

BOARD COMMITTEES
- ----------------

Our board of directors has an audit committee and a compensation committee,
each of which was formed on February 7, 2002. Our audit committee reviews our
annual audit and meets with our independent auditors to review our internal
accounting procedures and our reporting and financial management practices.
Messrs. Hanlon, Keating and Manner are each and all independent directors, and
are the current members of the audit committee. Our compensation committee is
responsible for, among other things, determining salaries, incentives and other
forms of compensation for directors, officers and employees, and administering
various incentive compensation and benefit plans. Messrs. Manner and Fishman are
each and both independent directors, and the current members of the compensation
committee. None of our committee members receive separate compensation for
participation.

STOCK PLANS
- -----------

On June 14, 2002, the board issued a resolution adopting and approving an
Equity Incentive Plan, reserving 3,000,000 shares of common stock for issuance

under the plan. On June 18, 2002, the consenting stockholders issued a consent,
whereby they approved the adoption of the Equity Incentive 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
3,000,000 under the plan. The number of NQSOs that may be issued is subject to
the discretion of the board.

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

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------

REORGANIZATION
- --------------

On July 11, 2001, pursuant to an Agreement and Plan of Reorganization dated
July 6, 2001, Global Sports & Entertainment, Inc. (which has been renamed Global
SportsEDGE, Inc.) completed a reverse acquisition of our company. We acquired
all of the outstanding shares of Global SportsEDGE, Inc. in exchange for a total
of 475,048 shares of our Series B preferred stock that we issued to the former
stockholders of Global SportsEDGE, Inc. Our reorganization and reverse merger
initially included the acquisition of an additional corporation, TurfClub.com,
Inc. However, we have since sought to rescind the transaction with respect to
TurfClub due to breach of the merger agreement. Please refer to our discussions
in `Management's Discussion and Analysis and Results of Operations - Overview`
and `Business-Legal Proceedings,` as well as our risk factor entitled `Since our
reorganization in July 2001, we have experienced difficulty implementing our
reverse merger...`

As required by the Agreement and Plan of Reorganization, upon obtaining
stockholder approval on August 27, 2001, we amended our certificate of
incorporation to (a) change our name to Global Sports & Entertainment, Inc.,
which was subsequently changed to GWIN, Inc. (b) increase our authorized capital
to 50,000,000 shares of common stock and 5,000,000 shares of preferred stock,
(c) effect a one-for-four reverse split of our common stock and (d) cause the
automatic conversion of all outstanding shares of our Series B preferred stock
into a total of 14,845,241 shares of our common stock.

Concurrent with our reorganization, we raised $1,500,000 in a private
placement sale of 64,000 units, each unit consisting of one share of our Series
C preferred stock and one Series C warrant. Each share of Series C preferred
stock is currently convertible into 46.875 shares of common stock, although this
conversion rate may be increased in the future as a result of anti-dilution
provisions. Each Series C warrant is convertible into 31.25 shares of common
stock, at an exercise price of $1.00 per share, and expires on July 5, 2004.
Documents describing the units and rights attached to unit holders were publicly
filed with our Form 10-QSB for the period ended September 30, 2001.

However, concurrent with our submission of this registration statement,
both we and the unit holders recognized that the terms of the warrant and the
intentions of the parties more accurately reflected a conversion of the warrant
directly into common stock, rather than conversion to Series C Preferred Stock
and subsequent conversion into common stock. Our primary basis for this
conclusion was the fact that the warrant holders did not receive the
anti-dilution protection to which Series C Preferred shareholders are entitled,
and, upon further inquiry, it became clear that we did not intend, nor did the
unit holders expect, to receive such anti-dilution rights, or any other rights
to which Series C Preferred shareholders are entitled. Both we and the unit
holders believe that this was an error in drafting, and the current warrants do
not reflect the intentions of the parties.

Accordingly, on November 26, 2002, we requested that the entire class of
unit holders, which consisted of 4 individuals or entities, submit the warrants
issued as part of the units. In exchange, we conducted a pro-rata replacement of
the warrants with Series C warrants directly convertible into common stock. Each
new Series C warrant is exchangeable into 31.25 shares of common stock at an
exercise price of $1.00, and does not contain any anti-dilution provisions. No
general solicitation, offering or sale was conducted in connection with the
warrant exchange.

As a result of the reorganization, all of our directors and officers
resigned. New directors were elected, and new officers were appointed.

AGREEMENTS WITH TIMOTHY J. KEATING AND HIS AFFILIATES
- -----------------------------------------------------

In July 2001, we paid a finder's fee of $150,000 to Keating Investments,
LLC for services rendered in connection with the private placement of our Series
C preferred stock. Timothy J. Keating, a director of our company and our former
president and chief executive officer, is the managing member and president of
Keating Investments, LLC.

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

In September 2001, we entered into a 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 a purchase price of $0.10 per
share, exercisable until September 10, 2006. The holders of the Series C
preferred stock executed a waiver of the anti-dilution adjustment to the
conversion rate of the Series C preferred stock that otherwise would have been
triggered by this transaction.

BOARD OF DIRECTOR COMPOSITION
- -----------------------------

Under the Agreement and Plan of Reorganization dated July 6, 2001, Messrs.
Root and Miller each agreed to vote all of their shares beneficially owned or
controlled by them in favor of electing a director chosen by Mr. Keating for a
period of two years. Currently, this director is Mr. Keating.

In addition, we have entered into an agreement with BBA, an existing
shareholder, one of the terms of which requires us to appoint BBA's current
Chief Executive Officer, Simon Hayes, as a director, as well as a senior
executive officer. For further discussion of the terms of this agreement, please
refer to our description in `Management's Discussion and Analysis - Plan of
Operation.`

DEBENTURE OFFERINGS
- -------------------

Several of our officers and directors participated in our 2001 debenture
offering. Wayne Allyn Root, our chairman and chief executive officer, purchased
a 5% convertible debenture in the principal amount of $50,000, together with a
warrant to purchase 100,000 shares at an exercise price of $.50 per share. John
T. Manner, a director of our company, purchased a 5% convertible debenture in
the principal amount of $110,000 by paying us $50,000 in cash and canceling
$60,000 of indebtedness that we owed to him under a promissory note. Mr. Manner
also received a warrant to purchase 220,000 shares of our common stock at an
exercise price of $.50 per share. Carol Mercado Miller, the spouse of Douglas
Miller, our President and a director, purchased a 5% convertible debenture in
the principal amount of $16,667, together with a warrant to purchase 33,334
shares at an exercise price of $.50 per share.

OTHER TRANSACTIONS
- ------------------

On August 21, 2002, we entered into a series of agreements with BBA, an
existing shareholder, regarding financing transactions. We anticipate closing
these transactions and receiving funding on or before September 10, 2002. For
further discussion of the terms of these agreements, please refer to our
discussion in `Management's Discussion and Analysis - Plan of Operations.`

In November 2001, we entered into two separate notes payable agreements
with Wayne Allyn Root, an officer and director, and Timothy J. Keating, a
director, for $50,000 each plus interest accrued at 12% annually. At June 30,
2002, we owed a balance of $100,000 outstanding under these agreements with
accrued interest of $8,323. The notes plus accrued interest are payable no later
than March 31, 2003, and are therefore classified as current liabilities.

Mr. Root earned handicapping fees of $227,000 in the 2001 fiscal year,
$74,000 of which was still owed as of August 31, 2002. We intend to issue a
warrant to Mr. Root to purchase common stock to Mr. Root at an undetermined
conversion ratio in settlement of this amount.

DESCRIPTION OF SECURITIES
-------------------------
COMMON STOCK
- ------------

We are authorized to issue 50,000,000 shares of common stock, of which,
21,285,703 shares are issued and outstanding as of August 31, 2002. There are no
other outstanding options, warrants or other securities which upon exercise or
conversion entitle their holder to acquire shares of common stock, except as set
forth below.

Holders of shares of common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders generally. The approval of
proposals submitted to stockholders at a meeting other than for the election of
directors requires the favorable vote of a majority of the shares voting, except
in the case of certain fundamental matters (such as certain amendments to the
Certificate of Incorporation, and certain mergers and reorganizations), in which
cases Delaware law and our bylaws require the favorable vote of at least a
majority of all outstanding shares. Stockholders are entitled to receive such
dividends as may be declared from time to time by the board of directors out of
funds legally available therefor, and in the event of liquidation, dissolution
or winding up, to share ratably in all assets remaining after payment of
liabilities, subject to the prior rights of any holders of preferred stock then
outstanding, including our Series C Convertible Preferred Stock. The holders of
shares of common stock have no preemptive, conversion, subscription or
cumulative voting rights.

PREFERRED STOCK
- ---------------

We are authorized to issue up to 5,000,000 shares of preferred stock,
without any action by the stockholders, from time to time in one or more series
for such consideration and with such relative rights, privileges and preferences
as the board of directors may determine. 64,000 shares of Series C Preferred
Stock have been authorized and issued as of August 31, 2002.

The board of directors has the power, without shareholder approval, to fix
the dividend rate and to establish the provisions, if any, relating to voting
rights, redemption rate, sinking fund, liquidation preferences and conversion
rights for any series of preferred stock issued in the future, which could
adversely affect the voting power or other rights of the holders of common
stock. The board of directors' authority to issue preferred stock provides a

convenient vehicle in connection with possible acquisitions and other corporate
purposes, but could have the effect of making it more difficult for a person or
group to gain control of our company.

SERIES C PREFERRED STOCK
- ------------------------

We are authorized to issue 150,000 shares of our Series C Convertible
Preferred Stock. As of August 31, 2002, there were issued and outstanding 64,000
shares of our Series C Preferred Stock. Each holder of the Series C Preferred
Stock is entitled to vote on all matters as to which holders of the common stock
are entitled to vote. The holders of the Series C Preferred Stock are entitled
to vote together with the holders of common stock as one class and are entitled
to the number of votes equal to the number of shares of common stock into which
the Series C Preferred Stock is convertible on the record date for the vote
being taken. Each share of the our Series C Preferred Stock is currently
convertible into 46.874 shares of our common stock, although this conversion
rate is subject to adjustment in accordance with the anti-dilution provisions
contained in the Certificate of Designations for our Series C Preferred Stock.
Stockholders are entitled to receive such dividends as may be declared from time
to time by the board of directors out of funds legally available therefor, and
in the event of liquidation, dissolution or winding up, to share ratably in all
assets remaining after payment of liabilities. The Series C Preferred Stock is
convertible at any time at the option of the holders.

ONE-FOR-FOUR REVERSE STOCK SPLIT AND CONVERSION OF SERIES B PREFERRED STOCK
- ---------------------------------------------------------------------------

On August 27, 2001, upon obtaining the required shareholder approval, we
amended our Certificate of Incorporation to effect a one-for-four reverse stock
split of our common stock. As a result of the reverse stock split, each four
shares of our common stock outstanding immediately before the split converted
into one share of our common stock immediately after the split.

We are authorized to issue 850,000 shares of our Series B Preferred Stock.
In connection with the reorganization we issued 475,048 shares or our Series B
Preferred Stock. As a result of the subsequent reverse stock split, all of our
issued and outstanding Series B Preferred Stock automatically converted into
14,845,241 shares of our common stock and the 15,000,000 shares of common stock
outstanding immediately prior to the reverse split were combined into 3,750,000
shares, resulting in a combined total of 18,595,241 shares of our common stock
immediately after the reverse stock split.

STOCK OPTIONS
- -------------

As a result of our reorganization in July 2001, all outstanding options
granted by the acquired companies under their separate option plans prior to our
reorganization were exchanged for options to purchase a total of 2,194,246
shares of our common stock, at exercise prices ranging from $1.41 to $10.50 per
share, and termination dates ranging from March 3, 2003 to October 22, 2010. We
adopted a new stock plan, the Equity Incentive Plan, on June 14, 2002.

WARRANTS
- --------

We have outstanding warrants to purchase a total of 9,174,775 shares of
common stock, at exercise prices ranging from $0.10 per share to $10.00 per
share. These warrants are currently exercisable in full. The expiration dates of
the warrants range from November 21, 2002 to June 27, 2007. We also have
outstanding warrants to purchase 2,000,000 shares of common stock at an exercise
price of $1.00. These warrants are currently exerciseable in full, and expire on
September 30, 2004.

CONVERTIBLE DEBENTURES
- ----------------------

We have outstanding an aggregate of $836,667 in principal amount of our 5%
convertible debentures which mature on August 31, 2003, $225,000 in principal
amount of our 5% convertible debentures which mature on August 31, 2004, and
$750,000 in principal amount of a 13% convertible note which matures on December
27, 2003.

ANTI-TAKEOVER PROVISIONS OF DELAWARE LAW
- ----------------------------------------

We are subject to Section 203 of the Delaware General Corporation Law. In
general, Section 203 prohibits a publicly held Delaware corporation from
engaging in a business combination with an interested stockholder for a period
of three years following the date the person became an interested stockholder,
unless the business combination or the transaction in which the person became an
interested stockholder is approved in a prescribed manner. Generally, a business
combination includes a merger, asset or stock sale, or other transaction
resulting in a financial benefit to the interested stockholder. Generally, an
interested stockholder is a person who, together with the affiliates and
associates, owns or, in the case of affiliates or associates of the corporation,
within three years to the determination of interested stockholder status, did
own 15% or more of the corporation's voting stock. The existence of this
provision could have anti-takeover effects with respect to transactions not
approved in advance by the board of directors, such as discouraging takeover
attempts that might result in a premium over the market price of the common
stock.

Stockholders are not entitled to cumulative voting in the election of
directors. The authorization of undesignated preferred stock will make it
possible for our board of directors to issue preferred stock with voting or
other rights or preferences that could impede the success of any attempt to
effect a change of control of our company. The provisions of our certificate of
incorporation and the Delaware General Corporation Law may have the effect of
deferring hostile takeovers or delaying changes in control of management of our
company.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
-----------------------------------------------------------------------
LIABILITIES
-----------

Our certificate of incorporation and by-laws provide that a director of
GWIN will not be personally liable to GWIN or our stockholders for monetary
damages for breach of the fiduciary duty of care as a director, including
breaches which constitute gross negligence. By its terms and in accordance with
the Delaware General Corporation Law, however, this provision does not eliminate
or limit the liability of a director of our company (i) for breach of the
director's duty of loyalty to GWIN or our stockholders, (ii) for acts or
omissions not in good faith or which involve international misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, (relating to unlawful payments or dividends or unlawful stock
repurchases or redemptions), (iv) for any improper benefit or (v) for breaches
of a director's responsibilities under the Federal securities laws.

Our certificate of incorporation also provides for indemnification to the
fullest extent provided by Section 145 of the Delaware Corporation Laws.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the `Act`) may be permitted to directors, officers and controlling
39

persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.

PLAN OF DISTRIBUTION
--------------------

Each selling shareholder is free to offer and sell his common shares at
such times, in such manner and at such prices as each may determine. The types
of transactions in which the common shares are sold may include transactions in
the over-the-counter market, including block transactions, negotiated
transactions, the settlement of short sales of common shares or a combination of
these methods of sale. The sales will be at market prices prevailing at the time
of sale or at negotiated prices. These transactions may or may not involve
brokers or dealers. The selling shareholders have advised us that they have not
entered into agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their shares. The selling shareholders do
not have an underwriter or coordinating broker acting in connection with the
proposed sale of the common shares. The selling shareholders may be deemed
underwriters within the definition of the Securities Act of 1933, as amended.

DETERMINATION OF OFFERING PRICE
-------------------------------

Selling shareholders may sell shares covered by this prospectus at
prevailing market prices or at negotiable prices entered into between the
selling shareholder and a purchaser.

LEGAL MATTERS
-------------

The validity of the common stock offered by this prospectus will be passed
upon for us by Pollet, Richardson & Patel, A Law Corporation, Los Angeles,
California.

EXPERTS
-------

The financial statements appearing in this prospectus have been audited by
Moore Stephens, P.C., independent auditors, to the extent and for the periods
indicated in their report appearing elsewhere herein, which report expresses an
unqualified opinion and includes an explanatory paragraph relating to GWIN's
ability to continue as a going concern and are included in reliance on such
report and upon the authority of such firm as experts in accounting and
auditing.

WHERE YOU CAN FIND MORE INFORMATION
-----------------------------------

GWIN, Inc. files annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission. Our SEC
filings are available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file at the SEC's
public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549 and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Please call the SEC at
1-800-SEC-0330 for further information about the public reference room. We have
filed with the SEC a registration statement on Form SB-2 under the Securities
Act with respect to the securities offered under this prospectus. This
prospectus, which constitutes a part of the registration statement, does not
contain all of the information set forth in the registration statement, certain
items of which are omitted in accordance with the rules and regulations of the
SEC. Statements contained in this prospectus as to the contents of any contract
or other documents are not necessarily complete and in each instance

reference is made to the copy of such contract or documents filed as an exhibit
to the registration statement, each such statement being qualified in all
respects by such reference and the exhibits and schedules thereto. For further
information regarding us and the securities offered under this prospectus, we
refers you to the registration statement and such exhibits and schedules which
may be obtained from the SEC at its principal office in Washington, D.C. upon
payment of the fees prescribed by the SEC.

TRANSFER AGENT
- --------------

The transfer agent for our common stock is Interwest Transfer Co., Inc.,
1981 East 400 South, Suite 100, Salt Lake City, Utah 84117.

GLOBAL SPORTS & ENTERTAINMENT, INC.
[FORMERLY IMSCO TECHNOLOGIES, INC.]

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

INDEPENDENT AUDITOR'S REPORT
----------------------------

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

We have audited the accompanying consolidated balance sheets of GWIN, Inc.
[formerly Global Sports & Entertainment, Inc.], and subsidiary, as of July 31,
2002 and December 31, 2001, and the related consolidated statements of
operations, stockholders' deficit, and cash flows for the seven-month period
ended July 31, 2002 and each of the two years in the period ended December 31,
2001. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
GWIN, Inc. [formerly Global Sports & Entertainment, Inc.], and subsidiary, as of
July 31, 2002 and December 31, 2001, and the results of their operations and
their cash flows for the seven-month period ended July 31, 2002 and each of the
two years in the period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
3 to the consolidated financial statements, the Company has suffered a loss from
operations, has a working capital deficiency and accumulated deficit that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 3. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

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

Cranford, New Jersey
October 11, 2002

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

- -----------------------------------------------------------------------------------------------------------------------
GWIN, INC.
(FORMERLY GLOBAL SPORTS & ENTERTAINMENT, INC.)
CONSOLIDATED BALANCE SHEETS

July 31, December 31,
2002 2001
------------- ------------
ASSETS
CURRENT ASSETS:
Cash $ 324,786 $ 44,603
Accounts receivable 10,009 103,706
Prepaid expenses 135,534 --
------------- ------------
Total current assets 470,329 148,309

Property & equipment (net) 141,235 204,724
Equipment held under capital leases (net) 100,151 156,810
Deposits & other assets 351,748 357,892
------------- ------------
Total assets $ 1,063,463 $ 867,735
============= ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Current portion of long term debt $ 643,303 $ 89,176
Notes & accounts payable - related parties 251,666 251,666
Deferred revenue 395,834 822,9255
Accounts payable 849,184 729,054
Accrued settlement costs 635,749 866,453
Other accrued liabilities 707,954 507,037
------------- ------------
Total current liabilities 3,483,690 3,266,311

Long term debt, less unamortized discount of $805,913 at July 31, 2002 and
$647,237 at December 31, 2001 390,833 263,499
------------- ------------
Total liabilities 3,874,523 3,529,810
------------- ------------
STOCKHOLDERS' DEFICIT:
Convertible Preferred Stock, Series C - Par Value $0.0001, Authorized 5,000,000
Shares, 64,000 Shares Issued & Outstanding 6 6

Common Stock - Par Value $0.0001, Authorized 50,000,000 Shares; Shares
Issued & Outstanding at July 31, 2002 - 21,285,703 and at December 31, 2001 -
19,195,241 2,128 1,920

Additional Paid-in Capital 12,044,467 10,118,217

Accumulated Deficit (14,857,661) (12,782,218)
------------- ------------
Total stockholders' deficit (2,811,060) (2,662,075)
------------- -------------
Total liabilities and stockholders' deficit $ 1,063,463 $ 867,735
============= =============

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

GWIN, INC.
(FORMERLY GLOBAL SPORTS & ENTERTAINMENT, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS

Years ended December 31,
Seven Months -----------------------
ended July 31,
2002 2001 2000
---- ---- ----
REVENUES:

Net revenue - services $ 2,765,232 $ 3,083,314 $ 1,055,075
Revenues - advertising 261,998 157,168 --
------------ ------------ ------------
TOTAL REVENUES $ 3,027,230 $ 3,240,482 $1,055,0751
------------ ------------ ------------
EXPENSES:
Handicapping fees 103,518 196,847 221,431
Handicapping fees - related party 160,739 227,155 70,000
Advertising expense 194,755 2,160,245 3,172,392
Compensation expense 1,463,067 2,024,074 1,385,419
Professional fees 868,148 556,201 475,900
General and administrative 864,629 1,238,880 1,810,410
Bad debt expense - TurfClub -- 377,000 --
Non-recurring charges - settlement costs 608,525 866,453 --
Depreciation expense 134,966 230,997 100,461
------------ ------------ ------------
TOTAL EXPENSES 4,398,347 7,877,852 7,236,013
------------ ------------ ------------
OPERATING (LOSS) (1,371,117) (4,637,370) (6,180,938)
------------ ------------ ------------
OTHER INCOME (EXPENSE):
Interest income -- -- 42,845
Interest expense, including amortization of debt discount (459,008) (887,659) (22,856)
Other non-cash cost of financing (236,329) -- --
Interest expense - related parties (8,989) (2,323) (1,917)
------------ ------------ ------------
OTHER INCOME (EXPENSE) - NET (704,326) (889,982) 18,072
------------ ------------ ------------
NET (LOSS) $(2,075,443) $(5,527,352) $(6,162,866)
------------ ------------ ------------
Imputed non-cash dividend on Series C Preferred Stock -- (1,092,000) --
------------ ------------ ------------
NET (LOSS) USED IN PER SHARE CALCULATION $(2,075,443) $(6,619,352) $(6,162,866)
============ ============ ============

Basic and diluted (loss) per share of common stock $ (0.10) $ (0.35) $ (0.33)
============ ============ ============
Basic and diluted weighted shares of common stock outstanding 20,240,472 18,801,491 18,745,241
============ ============ ============

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

GWIN, INC.
(FORMERLY GLOBAL SPORTS & ENTERTAINMENT, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31,
Seven Months -----------------------
ended July 31,
2002 2001 2000
---- ---- ----
CASH FLOWS - OPERATING ACTIVITIES:
Net (loss) $(2,075,445) $(5,527,352) $(6,162,867)
------------ ------------- ------------
Adjustments to reconcile net (loss) to net cash used in operations:
Depreciation 134,966 230,997 100,461
Services paid with Warrants 390,492 18,333 --
Services & settlements paid with Common Stock 969,130 190,000 157,500
Interest expense - issuance of Convertible Debt 127,203 757,090 --
Interest expense - issuance of Convertible Debt (Warrants portion) 276,922 71,995 --
Decrease (increase) in:
Accounts receivable 93,697 (103,706) --
Prepaid expenses (135,534) -- --
Deposits & other assets (28,857) (136,225) --
Increase (decrease) in:
Deferred revenue (427,091) 463,935 358,990
Accounts payable 120,131 206,495 403,191
Accounts payable - related parties -- 85,000 --
Other current liabilities (41,778) 1,371,573 1,917
------------ ------------- ------------
Total adjustments 1,479,281 3,155,487 1,022,059
------------ ------------- ------------
Total cash (used in) operating activities (596,164) (2,371,865) (5,140,808)
------------ ------------- ------------
CASH FLOWS - INVESTING ACTIVITIES:
Cash acquired in merger -- 5,964 --
Purchase of fixed assets (14,818) -- (401,601)
------------ ------------- ------------
Total cash provided by (used in) investing activities (14,818) 5,964 (401,601)
------------ ------------- ------------

CASH FLOWS - FINANCING ACTIVITIES:
Proceeds from issuance of Convertible Debt 791,500 870,000 --
Proceeds from issuance of Notes Payable - Related Parties -- 166,666 150,000
Proceeds from issuance of Preferred Stock -- 1,324,000 5,553,725
Proceeds from issuance of Common Stock -- 200,000 --
Payments on Lease Obligations (34,863) (224,828) (86,650)
Proceeds from conversion of Warrants & Options 134,528 -- --
------------ ------------- ------------
Total cash provided by financing activities 891,165 2,335,838 5,617,075
------------ ------------- ------------

Net increase (decrease) in cash $ 280,183 $ (30,063) $ 0
Cash - beginning of the periods 44,603 74,666 74,666
------------ ------------- ------------
Cash - end of the periods $ 324,786 $ 44,603 $ 74,666
============ ============= ============

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
For the seven months ended July 31, 2002 and the years ended December 31, 2001 and 2000, the Company
paid $-0- for income taxes (all periods) and $22,206, $60,897 and 24,694 for interest, respectively. The
Company issued stock and warrants for services. For the seven months ended July 31, 2002 the amounts were
$969,130 in common stock and $390,492 in warrants; in 2001, $190,000 in common stock and $18,333 in
warrants and, in 2000, $157,500 in common stock.

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

GWIN, INC.
(FORMERLY GLOBAL SPORTS & ENTERTAINMENT, INC.)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

Preferred Stock Common Stock Discount- Total
--------------- ------------------ Common Paid-In Accumulated Shareholders'
Shares Amount Shares Amount Stock Capital Deficit Equity
------ ------- ------ ------- ------ ------- ------- ------

Issuance of Founders' Shares,
January 15, 2000 -- $ -- 10,125,000 $ 10,125 $(10,125) $ -- $ -- $ --
Issuance of Preferred Stock for
services 105,000 105 -- -- -- 157,395 -- 157,500
Issuance of Preferred Stock for
cash 3,702,484 3,702 -- -- -- 5,550,023 -- 5,553,725
Net (loss) for year ended
December 31, 2000 -- -- $ (6,162,866) $(6,162,866)
---------------------------------------------------------------------------------------------------

Balance, December 31, 2000 3,807,484 $ 3,807 10,125,000 $ 10,125 $(10,125) $ 5,707,418 $ (6,162,866) $ (451,641)
Shares of Series B Preferred
Stock issued in reorganization 475,048 48 -- -- -- (48) -- --
Recapitalization adjustment (3,807,484) (3,807) (10,125,000) (10,125) 10,125 3,807 --
Conversion of Series B
Preferred Stock (475,048) (48) 14,845,241 1,485 -- (1,437) -- --
Acquired equity of IMSCO in
reorganization -- -- 3,750,000 375 -- (113,779) -- (113,404)
Issuance of Series C Preferred
Stock with warrants for cash 64,000 6 -- -- -- 1,323,994 -- 1,324,000
Issuance of Common Stock for
services -- -- 200,000 20 -- 189,980 -- 190,000
Issuance of Common Stock for
cash -- -- 400,000 40 -- 199,960 -- 200,000
Issuance of Warrants for
services -- -- -- -- -- 240,000 -- 240,000
Issuance of Warrants with
Debentures -- -- -- -- -- 719,232 -- 719,232
Interest expense from issuance
of Debentures -- -- -- -- -- 757,090 -- 757,090
Net (loss) for the year ended
December 31, 2001 -- -- -- -- -- -- (5,527,352) (5,527,352)
Imputed non-cash dividend on
Series C Preferred Stock -- -- -- -- -- 1,092,000 (1,092,000) --
----------------------------------------------------------------------------------------------------
Balance, December 31, 2001 64,000 6 19,195,241 1,920 -- 10,118,217 (12,782,218) (2,662,075)
Issuance of Common Stock for
conversion of Warrants &
Options -- -- 309,546 30 -- 221,294 -- 221,324
Issuance of Common Stock and
Warrants as payment for services
and settlements -- -- 1,672,145 167 -- 1,423,620 -- 1,423,787
Issuance of Common Stock for
conversion of Debentures -- -- 108,771 11 -- 76,553 -- 76,564
Recorded value of Warrants
issued with Debentures -- -- -- -- -- 204,783 -- 204,783
Net (loss) for the seven months
ended July 31, 2002 -- -- -- -- -- -- (2,075,443) (2,075,443)
----------------------------------------------------------------------------------------------------
Balance - July 31, 2002 64,000 $ 6 21,285,703 $ 2,128 -- $12,044,467 $(14,857,661) $(2,811,060)
====================================================================================================

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

GWIN, INC. AND SUBSIDIARIES
(FORMERLY GLOBAL SPORTS & ENTERTAINMENT, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[1] ORGANIZATION AND CHANGES IN CONTROL OF COMPANY

Prior to July 11, 2001, the corporation was known as IMSCO Technologies, Inc.
[`IMSCO` or the `Company`]. On July 11, 2001, Global Sports & Entertainment,
Inc., a Delaware corporation [`Global Sports`], completed a reverse acquisition
of the Company in which the Company acquired all of the outstanding shares of
Global Sports stock in exchange for a controlling interest in IMSCO [the
`Reorganization`]. As the Company is a public shell, the transaction has been
reflected as a recapitalization of the accounting acquiror, Global Sports (See
Note 8).

Initially, the reverse acquisition included a California corporation,
TurfClub.com [`TurfClub`] [See Note 10].

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

The consolidated financial statements of the Company reflect the results of
operations of EDGE and GLOBAL from July 11, 2001 through December 31, 2001. The
financial statements prior to July 11, 2001 reflect the results of operations
and financial position of EDGE. Pro forma information on this transaction is not
presented as, at the date of this transaction, Global Sports & Entertainment,
Inc. [formerly known as IMSCO Technologies, Inc.] was considered a public shell
and accordingly, the transaction was not considered a business combination.
Global Sports & Entertainment, Inc. is a Delaware corporation located in Las
Vegas, Nevada. The Company primarily develops, produces and markets sports
handicapping analysis and information via television and the internet.

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

On May 23, 2002, the Company filed a Form 8-K to report that the Board of
Directors had approved a change in our fiscal year from a calendar year to one
beginning August 1 and ending July 31. That change was effective July 31, 2002.

The Company 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 recognition of revenue from sales of handicapping
advice is recognized ratably over the period covered by the agreement. On July
31, 2002, the Company had received approximately $263,000 in payments 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, 2002 deferred revenue from advertising agreements was
approximately $133,000. This amount is recorded as a current liability.

OPERATING COSTS & EXPENSES - Handicappers' fees and sales representatives'
compensation and related expenses are charged to operations as incurred.

USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS - The Company considers all highly liquid investments,
with a maturity of three months or less when purchased, to be cash equivalents.
At July 31, 2002, the Company did not have any cash equivalents.

PROPERTY AND EQUIPMENT AND DEPRECIATION - Property and equipment are stated at
cost. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets, which range from 3 to 5 years.

Routine maintenance and repair costs are charged to expense as incurred and
renewals and improvements that extend the useful life of the assets are
capitalized. Upon sale or retirement, the cost and related accumulated
depreciation are eliminated from the respective accounts and any resulting gain
or loss is reported as income or expense.

BASIC AND DILUTED LOSS PER COMMON SHARE - The Company has adopted Statement of
Financial Accounting Standards [`SFAS`] No. 128, `Earnings Per Share.` Under
SFAS 128, loss per common share is computed by dividing net loss available to
common stockholders by the weighted-average number of common shares outstanding
during the period. Shares issued in the reverse acquisition are reflected as
outstanding for all periods presented. In the Company's present position,
diluted loss per share is the same as basic loss per share. Securities that
could potentially dilute EPS in the future include the issuance of common stock
in settlement of notes payable and the exercise of stock options and warrants.
For the seven months ended July 31, 2002 and the years ended December 31, 2001

and 2000 the number of common stock equivalents excluded from the calculation
was 16,429,558, 14,281,245 and 4,440,445, respectively.

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

BENEFICIAL CONVERSION FEATURES - The Company has sold certain 5% three year
convertible debentures with a beneficial conversion feature [See Note 8]
representing a 50% imputed discount. The value of such features is recorded by
the Company as interest expense of $-0- for the seven months ended July 31, 2002
and $757,090 and $-0- for the years ended December 31, 2001 and 2000,
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 basis of assets and
liabilities, and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse.

ADVERTISING EXPENSES - The Company expenses advertising costs as incurred. Total
advertising costs for the seven month period ended July 31, 2002 and the years
ended December 31, 2001 and 2000 amounted to approximately $195,000, $2,160,000
and $3,172,000, respectively.

CAPITALIZATION OF SOFTWARE DEVELOPMENT COSTS - The costs of developing the
Company's websites and internal computer software are accounted for in
accordance with SOP 98-1, `Accounting for the Cost of Computer Software
Developed or Obtained for Internal Use`, as software developed for internal use.
SOP 98-1 requires that all costs related to the preliminary project stage in
which the nature of the project and the strategy to attain the objectives is
explored are expensed. The next stage, the application development stage,
includes external directs costs of materials and services as well as internal
costs for payroll and other costs, which are capitalized.

RECLASSIFACTION - Certain prior year amounts have been reclassified to conform
to current year's financial statement presentation.

[3] GOING CONCERN

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles which contemplates 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
seven-month period ended July 31, 2002, the Company has a loss from operations
of approximately $1,371,000, a working capital deficiency of approximately
$3,013,000 and an accumulated deficit of approximately $14,858,000. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. Consistent with its original business plan, management plans to
secure additional financing through equity issuances. The financial statements
do not include any adjustments relating to the recoverability and classification
of recorded assets, or the amounts and classification of liabilities that might
be necessary in the event the Company cannot continue in existence.

[4] CONCENTRATIONS OF CREDIT RISKS

The Company places its cash and cash equivalents with high credit quality
institutions to limit its credit exposure. At July 31, 2002, the Company had
approximately $180,000 in a financial institution that is subject to normal
credit risk beyond insured amounts. At December 31, 2001, the Company did not
have any amounts in a financial institution that were subject to normal credit
risk beyond insured amounts. The Company routinely assesses the credit
worthiness of its customers before a sale takes place and believes its credit
risk exposure is limited. The Company performs ongoing credit evaluations of its
customers but does not require collateral as a condition of service.

[5] PROPERTY AND EQUIPMENT

The following details the composition of property and equipment:

Accumulated
At July 31, 2002 Cost Depreciation Net
---- ------------ ---

Television Studio Set $151,603 $ 102,637 $ 48,966
Website & other 264,818 172,549 92,269
-------- --------- ---------
TOTALS $416,421 $ 275,186 $ 141,235
======== ========= =========
At December 31, 2001

Television Studio Set $151,603 $ 73,159 $ 78,442
Website & other 250,000 123,718 126,282
-------- --------- ---------
TOTALS $401,601 $ 196,877 $ 204,724
======== ========= =========

Depreciation expense, excluding assets under capital lease obligations, for the
seven-month period ended July 31, 2002 and the years ended December 31, 2001 and
2000 amounted to $78,309, $133,847 and $63,080 respectively.

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

July 31, December 31,
----------- -----------
2002 2001
----------- -----------
Deposits with credit card processors $ 165,081 $ 136,225
Pre-paid contract for financial services 186,667 221,667
----------- -----------
Total $ 351,748 $ 357,892
=========== ===========

[7] LONG - TERM DEBT

Long - term debt is as follows:

July 31, December 31,
----------- -----------
2002 2001
----------- -----------

Convertible Debentures (5%) due August 31, 2003 $ 820,000 $ 870,000
Convertible Note (13%) payable in monthly installments of
$50,000 commencing September 28, 2002 750,000 --
Convertible Debentures (5%) due August 31, 2004 175,000 --
Capital leases 95,049 129,912
----------- ----------
Total 1,840,049 999,912
Less - amounts reflected as current liabilities (643,303) (89,176)
----------- ----------
1,196,746 910,736
Less - unamortized debt discount (805,913) (647,237)
----------- ----------
TOTAL LONG - TERM DEBT $ 390,833 $ 263,499
=========== ==========

Long - term debt at July 31, 2002 matures as follows:

2003 $ 643,303
2004 1,021,746
2005 175,000
------------
TOTAL $ 1,840,049
============

The 13% Convertible Note ($750,000, of which $550,000 is due in the year ending
July 31, 2003) may, at the discretion of the Company, be repaid by the issuance
of common stock of the Company (See Note 8).

[8] STOCKHOLDERS' DEFICIT

CONVERTIBLE DEBT and WARRANTS - During the seven-month period ended July 31,
2002, the Company sold a convertible note with a principal amount of $750,000.
The note bears interest at annual rate of 13%, matures in November, 2003, and
may be repaid, at the option of the Company, by issuance of shares of common
stock valued at market price at the time of each installment payment. The lender

has the right to request repayment by issuance of shares of common stock with a
valuation of $0.80 per share. The Company also issued to the lender a warrant
for the purchase of 250,000 shares of common stock at an average price of $0.99
per share which expires on June 27, 2007.

In addition, the Company sold four convertible debentures with an aggregate
principal amount of $175,000. The debentures bear interest at an annual rate of
5% and the principal amount plus accrued interest will automatically convert to
an aggregate of approximately 385,000 shares of common stock in August, 2004.
The detachable warrants issued in conjunction with this debt have been valued at
$96,348 by management. The value of these warrants is being charged to interest
expense over the life of the related debt.

After deducting fees and expenses paid to the buyers and other agents, the
net proceeds for the sale of the convertible note and the convertible debentures
amounted to $791,500.

During the year ended December 31, 2001 the following securities activity
occurred:

COMMON STOCK - The Company sold 400,000 shares of common stock and granted a
warrant to purchase 400,000 shares of common stock at $1.00 per share to a
member of its Board of Directors for $200,000.

CONVERTIBLE PREFERRED STOCK - The Company issued approximately 475,050 shares of
Series B convertible preferred stock as part of the recapitalization of the
Company on July 11, 2001 (See Note 1). These shares included 4,800 shares of
Series B convertible preferred stock [convertible to 150,000 shares of common
stock], which were issued as payment for a brokers' commission resulting in a
charge to operations of $150,000. All of our Series B preferred stock was
converted on August 27, 2001 into common stock on a 31.25:1 basis.

On July 11, 2001, the Company sold 64,000 units of the Company's Series C
convertible preferred stock for $1,324,000 (net of broker's commission of
$176,000 including $150,000 paid to a related party). Each unit consists of one
share of Series C convertible preferred stock and one warrant with an exercise
price of $31.25 for an additional share of Series C stock. The Series C
convertible preferred stock has a conversion rate that varies with dilution. The
base conversion rate of 31.25:1 has subsequently increased to 46.875:1 due to
anti-dilution provision adjustments of the stock. The beneficial conversion
feature representing that 50% imputed discount and totaling $1,092,000 was
charged to retained earnings in a manner analogous to a dividend.

The agreement for sale of the Company's Series C convertible preferred stock
includes a provision which requires the issuance of additional shares of that
stock in the event that the Company fails to register the common shares
underlying the Company's Series C convertible preferred stock by June 20, 2002.
The financial statements for the seven months ended July 31, 2002 include a
non-cash financing charge of $236,239 to reflect the obligation to issue those
additional shares. That amount is reflected in current liabilities at July 31,
2002.

WARRANTS AND CONVERTIBLE DEBENTURES - The Company issued warrants to purchase
1,815,400 shares at $1.00 per share and 5% convertible debentures to investors

for approximately $936,000 during the year ended December 31, 2001. The
debentures will convert upon demand to 1,815,400 shares of common stock. The
detachable warrants issued in conjunction with this debt have been valued at
$719,232 by management. The value of these warrants is being charged to
operating expense over the life of the related debt.

On November 2, 2001, the Company also issued a warrant to purchase 600,000
shares of stock at $0.10 per share as payment for financial advisory services
for a period of 4 years. These services were valued at $240,000 and are to be
amortized over the life of the agreement. The charge to operations totaled
$18,333 for the year ended December 31, 2001.

OPTIONS AND WARRANTS AT JULY 31, 2002
As of the date of the reverse merger, the Company and its subsidiary,
WinningEDGE, had 2,194,246 options outstanding after giving effect to the
one-for-four reverse split and merger adjustments. The following is a summary of
option transactions for the period after the reverse merger:

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

Outstanding at July 11, 2001 2,194,246 $ 2.22
Granted -- --
Exercised (33,830) 1.41
Canceled -- --
---------------- ---------------

OUTSTANDING AT JULY 31, 2002 2,160,416 $ 2.24
================= ===============

EXERCISABLE AT JULY 31, 2002 2,160,416 $ 2.24
================= ===============

The following table summarizes information about stock options at July 31, 2002:

Weighted Average Outstanding and Exercisable Stock Options
----------------------------------------------------------
Remaining Weighted-Average
Exercise Prices Shares Contractual Life Exercise Price
- --------------- ------ ---------------- ----------------

$1.00 - $7.50 2,160,416 4 years $2.24

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. Due
to the effects of the reverse merger, the Company believes that for options
granted prior to the reverse merger date, the results of the Black-Scholes

computation are not meaningful. There were no options granted during the seven
months ended July 31, 2002 or for the year ended December 31, 2001.

As of the date of the reverse merger, the Company and its subsidiary, EDGE, had
2,246,199 warrants to purchase common stock outstanding. The following is a
summary of warrant transactions for the period after the reverse merger:

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

Outstanding at July 11, 2001 2,041,519 $ 1.77
Issued for services 1,988,889 0.63
Issued with convertible debt 3,144,367 0.90
Issued with Series C Preferred Stock 2,000,000 1.00
------------ ----------------

OUTSTANDING AT JULY 31, 2002 9,174,775 $ 1.06
------------ ----------------

EXERCISABLE AT JULY 31, 2002 9,174,775 $ 1.06
------------ ----------------

On June 18, 2002, shareholders 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,
2002, no options had been granted under the plan.

[9] PROVISION FOR INCOME TAXES

The operating loss carry forwards at July 31, 2002, [assuming all operating loss
carry forwards will be available] amount to approximately $13,000,000. Such loss
carry forwards will expire as follows: approximately $6,000,000 in 2020,
$5,000,000 in 2021 and $2,000,000 in 2022. At July 31, 2002 based on the amount
of operating loss carry forwards, the Company would have had a deferred tax
asset of approximately $4,080,000. 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 $4,080,000 has been established.
Accordingly, no deferred tax asset is reflected in these financial statements.
The corresponding amounts at December 31, 2001 were $3,740,000.

As part of the reverse acquisition (Note 1), the Company acquired net operating
losses of IMSCO of approximately $10,640,000. Pursuant to Section 382 of the
Internal Revenue Code, utilization of these losses will be limited to
approximately $285,000 subject to a maximum annual utilization of approximately
$15,000 per year through 2021. At July 31, 2002, the Company would have a
deferred tax asset of approximately $97,000 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 $97,000 has been established. Accordingly, no deferred tax asset
is reflected in these financial statements.

[10] NON-RECURRING CHARGES

During the seven months ended July 31, 2002, the Company reached a settlement
with an individual who is both a shareholder and executive officer of
TurfClub.com. This settlement represents the final action required to conclude
the rescission of the 2001 reverse merger as it relates to TurfClub.com. The
settlement provides for payment of $90,000, $15,000 of which was paid on October
16, 2002, and the remaining $75,000 payable in increments of $5,000 per month
over the next 15 months, the issuance of a warrant to purchase 450,000 shares of
common stock for $0.50 per share and the issuance of 166,650 shares of common
stock. The estimated cost of approximately $287,000 has been charged to
operations. The settlement agreement was executed on September 26, 2002.

The Company also reached an agreement in the matter of a breach of contract
litigation with a former landlord and concluded arbitration with an individual
regarding a sports celebrity agreement from 2000. The financial statements for
the seven months ended July 31, 2002 reflect a non-recurring charge of $ 227,000
for the excess of the estimated aggregate costs of those settlements over
amounts previously recorded.

During the year ended December 31, 2001, the Company incurred certain
non-recurring charges related to the rescission of the merger with TurfClub.com.
These charges include approximately $377,000 advanced to the management of
TurfClub.com for normal operating expenses. Management has deemed these amounts
uncollectible from TurfClub, and has charged the items to operations as bad debt
expense. The statements for that period also reflect estimated costs of
settlements with shareholders of TurfClub who were not involved in management or
in the matters which gave rise to the decision to rescind the element of the
reverse merger that involved TurfClub. The agreements provided for issuance of
shares of common stock and warrants in exchange for mutual releases from all
parties. The amount provided for these costs was approximately $866,000.

[11] CHANGE IN FISCAL YEAR.

As described in Note 1, the Company adopted a new fiscal year effective July 31,
2002. The seven month period ended July 31, 2002 effects the transition to that
new fiscal year. Summarized statement of operations information for the
transition period is as follows:

Seven Months ended July 31,
---------------------------
(Unaudited)
2002 2001
------------ -------------
Revenues $ 3,027,230 $ 993,143
Operating (loss) (1,371,117) (1,052,831)
Net (loss) $(2,075,443) $(1,092,511)

(Loss) per share, basic and diluted $ (0.10) $ (0.06)

[12] NEW AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS

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

[13] RELATED PARTY TRANSACTIONS

In September 2001, we entered into a financial advisory agreement with Keating
Investments, LLC, an entity related to one of our Directors. 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 a
purchase price of $0.10 per share, exercisable until September 10, 2006.

In November, 2001, the Company entered into note payable agreements with an
officer and a member of the Board of Directors of the Company for $50,000 each
plus interest accrued at 12% annually. At July 31, 2002 and December 31, 2001,
the Company had a balance of $100,000 outstanding under this agreement, with
accrued interest of $7,323 and $2,323, respectively. The notes plus accrued
interest were payable on June 30, 2002 and are therefore classified as current
liabilities.

Long - term debt includes convertible debentures held by officers and a member
of the Board of Directors of the Company with a face value of $176,666. See Note
7 on long - term debt.

During 2001, Global paid approximately $227,000 to Wayne Root for handicapping
services, Mr. Root is an Officer and Director of the Company. The $227,000 was
charged to handicapping fees.

The Company also sold 400,000 shares of common stock and granted 400,000 stock
warrants with an exercise price of $1.00 per share to an entity related to a
member of its Board of Directors for $200,000 (See Note 8).

In connection with the reorganization and sale of Series C Preferred Stock in
July 2001, Keating Investments, LLC received a placement fee of $150,000 for
services rendered in connection with the private placement of our Series C
preferred stock. Timothy J. Keating, a director of our company and our former
President and Chief Executive Officer, is the Managing Member and President of
Keating Investments, LLC (See Note 8).

[14] COMMITMENTS AND CONTINGENCIES

CAPITAL LEASES - The Company is the lessee of office and computer equipment
under nine (9) capital leases expiring within the next two (2) years. These
capital leases are collateralized by the related assets. The liabilities under
capital leases are recorded at the present value of the net future minimum lease
payments and the assets are recorded at the purchase price which approximates
fair market value on the date of the purchase.

Following is a summary of property held under capital leases:

Accumulated
Cost Depreciation Net
---------- ------------ ----------
Office Fixtures and Equipment
At July 31, 2002 $ 291,390 $ 191,239 $ 100,151

At December 31, 2001 $ 291,390 $ 134,580 $ 156,810

Depreciation of assets under capital leases charged to expense for the
seven-month period ended July 31, 2002 and the years ended December 31, 2001 and
2000 was $56,660, $97,130 and $37,450 respectively.

Minimum future lease payments under capital leases for each of the next two
fiscal years and in the aggregate are:

2003 (August 1, 2002 - July 31, 2003) $ 114,813
2004 1,350
----------
Total Minimum Lease Payments 116,163
Less: Amount Representing Interest (21,114)
----------
Present Value of Net Minimum Lease Payments 95,049
Less: Current Portion (93,303)
----------
LONG-TERM PORTION $ 1,746
==========

OPERATING LEASES - At July 31, 2002, the Company has two operating leases
for office space that expire in November 2003 and January 2004. One lease
grants an option for renewal for an additional three (3) years. The leases have
monthly payment obligations of $3,278 and $8,520, 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, 2002 are as follows:

Year ending Operating
July 31, Leases
- ------------ ---------
2003 $148,000
2004 63,000
Thereafter 0
---------
Total $211,000
=========

Rent expense for the seven months ended July 31, 2002 and for the years ended
December 31, 2001 and 2000 was approximately $80,000, $138,000 and $145,000,
respectively, and was charged to operations.

[15] LEGAL MATTERS

In the normal course of business, the Company is exposed to a number of asserted
and unasserted potential claims. Management, after review and consultation with
counsel, believes it has meritorious defenses and considers that any liabilities
from these matters would not materially affect the financial position, liquidity
or results of operations of the Company.

[16] FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company adopted Statement of Financial Accounting Standards [`SFAS`] No.
107, `Disclosure About Fair Value of Financial Instruments,` which requires
disclosing fair value, to the extent practicable, for financial instruments
which are recognized or unrecognized in the balance sheet. The fair value of the
financial instruments disclosed herein is not necessarily representative of the
amount that could be realized or settled, nor does the fair value amount
consider the tax consequences of realization or settlement.

In assessing the fair value of these financial instruments, the Company used a
variety of methods and assumptions, which were based on estimates of market
conditions and risks existing at that time. For certain instruments, including
cash and cash equivalents, related party and trade and notes payable, it was
assumed that the carrying amount approximated fair value for the majority of
these instruments because of their short maturities.

The fair value of long-term debt is based upon current rates at which the
Company could borrow funds with similar remaining maturities. It was assumed
that the carrying amount approximated fair value for these instruments.

[17] SUBSEQUENT EVENTS (UNAUDITED)

Subsequent to year end, we entered into an agreement with Newmarket Investments
plc (formerly The British Bloodstock Agency, plc ('BBA')), an existing debenture
holder. BBA currently holds a $500,000 5% Convertible Debenture, maturing in
August 2004, convertible at BBA's option to 1,000,000 shares of common stock,
and a warrant to purchase 1,000,000 shares of common stock, exerciseable at
$1.00 and expiring on August 31, 2005.

BBA has invested an additional $700,000, in exchange for which the principal
amount of their currently outstanding debenture was increased to $1,200,000

which is convertible into 3,428,571 shares of common stock. The exercise price
for the debt conversion was reduced to $0.35 per share, and the price is subject
to further adjustment based on operating income and net revenue for the fiscal
year ending July 31, 2003. This beneficial conversion will result in a non-cash
financing charge in the first quarter of fiscal 2003 of approximately $425,000.

In addition, BBA has extended an unsecured standby credit facility of $250,000,
payable on March 31, 2003 and bearing interest at an annual rate of 16%. As
consideration for these investments, the Company has also agreed to exchange the
warrant currently held by BBA for a warrant to purchase 3,000,000 shares of
common stock at $0.35 expiring on August 31, 2005. The exercise price of both
the warrants and the convertible debt is subject to modification based on any
other conversions by any other shareholders or noteholders which result in
conversion to common stock at an exercise price of less than $0.35 per share.

The Company also agreed to engage an executive of BBA as an operational
consultant for 90 days and as a senior executive officer at the conclusion of
that period. An executive of BBA will also be nominated for election to the
Board of Directors of the Company.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

We have adopted provisions in our certificate of incorporation that limit
the liability of our directors for monetary damages in breach of their fiduciary
duty as directors, except for liability that cannot be eliminated under the
Delaware General Corporation Law. Delaware law provides that directors of a
company will not be personally liable for monetary damages for breach of their
fiduciary duty as directors, except for liability for:

* any breach of their duty of loyalty to us or our stockholders;

* acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of the law;

* unlawful payment of dividend or unlawful stock repurchase or redemption, as
provided by Section 174 of the Delaware General Corporation Law; or

* any transaction from which the director derived an improper personal
benefit.

Any amendment or repeal of these provisions requires the approval of the
holders of shares representing at least two-thirds of our shares entitled to
vote in the election of directors, voting as one class.

Our certificate of incorporation and bylaws also provide that we will
indemnify our directors and officers to the fullest extent permitted by Delaware
law. We believe that the limitation of liability provision in our certificate of
incorporation will facilitate our ability to continue to attract and retain
qualified individuals to serve as directors and officers.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following is an itemized statement of the estimated amounts of all expenses
paid by the registrant in connection with the registration of the common stock
offered hereby:

EXPENSE AMOUNT
- ------------------------------- ----------
SEC filing fee $ 450.57
Printing expenses $ 0
Blue sky fees and expenses $ 0
Legal fees and expenses $ 25,000
Accounting fees and expenses $ 5,000
Miscellaneous $ 500
- ------------------------------- ----------
Total $39,950.57

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

During the last three years we sold securities listed below that were not
registered under the Securities Act of 1933.

In September 2001, we sold 400,000 shares of our restricted common stock,
together with a warrant to purchase an additional 400,000 shares of our
restricted common stock to one accredited investor for a purchase price of
$200,000. The warrant entitles the holder to purchase 400,000 shares of common
stock at an exercise price of $1.00 per share exercisable until August 31, 2004.
The issuance was conducted pursuant to Section 4(2) of the Securities Act of
1933 and Rule 506. There were no brokers or finders employed in the transaction,
and no general solicitation, offering or sale was conducted in connection with
the issuance of shares.

In connection with our reorganization in July 2001, we agreed to issue an
aggregate of 475,048 shares of our restricted Series B preferred stock. Each
share of our Series B preferred stock was automatically convertible upon the
completion of a one-for-four reverse stock split. In connection with this
reorganization, we issued 4,800 shares of our Series B preferred stock to an
unaffiliated party in payment of its finder's fee for introducing the company to
the shell with which it commenced the merger and reorganization. The issuance
was conducted pursuant to Section 4(2) of the 1933 Act and Rule 506. No general
solicitation, offering or sale was conducted in connection with the issuance of
shares. On August 27, 2001, each outstanding share of our Series B preferred
stock was converted into 31.25 shares of common stock.

Concurrent with our reorganization in July 2001, we sold 64,000 units to
one accredited investor for a gross proceed of $1,500,000. Each unit consisted
of one restricted share of the Series C preferred stock and one warrant to
purchase one restricted share of the Series C preferred stock at an exercise
price of $31.25 expiring on July 5, 2004. Each share of the Series C preferred
stock is currently convertible into 46.875 shares of our common stock. The
issuance was conducted pursuant to Section 4(2) of the 1933 Act and Rule 506. We
paid a finder's fee of $150,000 to Keating Investments, LLC, an affiliated
entity, for the introduction service rendered in connection with this
transaction. No general solicitation, offering or sale was conducted in
connection with the issuance of shares. Documents describing the units and
rights attached to unit holders were publicly filed with our Form 10-QSB for the
period ended September 30, 2001.

In August and September of 2001, we issued an aggregate of $836,667
principal amount of our 5% convertible debentures with attached common stock
purchase warrants to six investors in a private placement offering conducted by
certain of our directors and officers. The debentures are immediately
convertible into common stock at a conversion price of $0.50 per share (after
giving effect to an adjustment from the original conversion price of $0.75 per
share) and will automatically convert into common stock on August 31, 2003. Each
debenture is accompanied by a detachable warrant to purchase an additional
number of shares of our common stock equal to the principal amount of the
debenture purchased divided by $0.50 at an exercise price of $1.00 per share.
The warrants are exercisable until August 31, 2004. The purchasers of these
debentures were provided with certain registration rights. The issuance was
conducted pursuant to Section 4(2) of the 1933 Act or Rule 506. No general
solicitation, offering or sale was conducted in connection with the issuance of
the securities.

In September 2001, we issued a warrant to purchase 600,000 shares of common
stock to Keating Investments, LLC, an accredited investor, in consideration for
services to be rendered pursuant to a financial advisory agreement. The warrant
entitles the holder to purchase 600,000 shares of common stock at an exercise
price of $0.10 per share until September 10, 2006. We also issued to other
3

consultants warrants to purchase a total of 517,848 shares of common stock
at exercise prices ranging from $0.75 to $1.50. These issuances were
made in reliance on Section 4(2) of the 1933 Act.

From May to July of 2002, we issued an aggregate of $175,000 in principal
amount of our 5% convertible debentures with attached warrants to purchase an
aggregate of 350,000 shares of common stock, exerciseable at $1.25 per share and
expiring on August 31, 2005, to four accredited investors in a private placement
offering conducted by certain of our directors and officers. The debentures are
immediately convertible into common stock at a conversion price of $0.50 per
share and will automatically convert into common stock on August 31, 2004. The
purchasers of these debentures were provided with certain registration rights.
The issuance was conducted pursuant to Section 4(2) of the 1933 Act or Rule 506.
One finder was employed in this transaction, and no general solicitation,
offering or sale was conducted in connection with the issuance of the
securities.

On June 27, 2002, we issued a 13% convertible note to an accredited
investor for consideration of $750,000 and a warrant to purchase 250,000 shares
of our common stock. The note is immediately convertible into common stock at a
conversion price of $0.80 per share. The warrant is exercisable until June 27,
2007 at exercise prices of $0.88, $1.04 and $1.20. The purchaser of the note was
provided certain registration rights. The issuance was conducted pursuant to
Section 4(2) of the 1933 Act or Rule 506. One finder was employed in this
transaction, and no general solicitation, offering or sale was conducted in
connection with the issuance of the securities.

Between the time of our reverse merger on July 11, 2001 to September 10,
2002, we have issued an aggregate of 1,200,000 shares of common stock, and
warrants exerciseable into 529,000 shares of common stock with a weighted
average exercise price of $0.50, in settlement of various debts and actual or
pending litigation to 4 entities or individuals. The shares were valued at fair
market value at the time of each settlement. Each and all of these investors
were accredited investors within the definition of the Securities Act of 1933,
as amended. The issuance was conducted pursuant to Section 4(2) of the
Securities Act of 1933 and Rule 506. There were no brokers or finders employed
in the transaction, and no general solicitation, offering or sale was conducted
in connection with the issuance of shares.

Item 27. Exhibits.

2.1 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 (8)

3.2 Bylaws of GWIN (7)

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 (8)

4.4 Form of Common Stock Purchase Warrant included with 5% Convertible
Debenture Units (8)

5.1 Legal opinion of Pollet, Richardson & Patel, A Law Corporation (8)

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

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)

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 (8)

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)

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

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

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)

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

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

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

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

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

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

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

10.22 Securities Purchase Agreement dated June 29, 2002 between Laurus
Master Fund, Ltd. and GWIN(8)

10.23 2002 Equity Incentive Plan (6)

10.24 Amendment No. 1 to Unit Purchase Agreement, dated November 26, 2002

21.1 List of Subsidiaries (8)

23.1 Consent of Moore Stephens, P.C.

23.2 Consent of Pollet, Richardson & Patel, A Law Corporation (5)

23.3 Consent of Simon Hayes (9)

_________

(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 into financial statements filed herein

(5) Incorporated into Exhibit 5.1

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

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

(8) Previously submitted with this registration statement.

(9) Incorporated by reference to the similarly described exhibit included with
the registrant's Annual Report for the fiscal period ended July 31, 2002, filed
with the SEC on October 28, 2002.

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

ITEM 28. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes that it will:

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;

(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement; and

(iii) Include any additional or changed material information on the plan of
distribution;

(2) For determining liability under the Securities Act of 1933, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the `Act`) may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized on November 26, 2002.

GWIN

/s/ Wayne Allyn Root__________
By: Wayne Allyn Root
Chief Executive Officer

In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the registrant on November 26, 2002 and in the capacities indicated.

/s/ Wayne Allyn Root________________________
Wayne Allyn Root
Chairman, Chief Executive Officer
(principal executive officer)

/s/ Douglas Miller__________________________
Douglas Miller
Director and Chief Financial Officer
(principal financial and accounting officer)

/s/ Timothy J. Keating______________________
Timothy J. Keating
Director

/s/ John T. Manner__________________________
John T. Manner
Director

/s Edward J. Fishman________________________
Edward J. Fishman
Director

/s/ David P. Hanlon__________________________
David P. Hanlon
Director