SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 30, 2003
------------------------------------------------
Date of Report (date of earliest event reported)
GWIN, Inc.
----------------------------------------------------
Exact name of Registrant as Specified in its Charter
Delaware 000-24520 04-3021777
- --------------------------- --------------- ---------------------------
State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
5092 South Jones Boulevard, Las Vegas, Nevada 89118
-------------------------------------------------------
Address of Principal Executive Offices Zip Code
(702) 967-6000
--------------------------------------------------
Registrant's Telephone Number, Including Area Code
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
(a) On October 30, 2003, Moore Stephens, P.C. resigned as the independent
accountants for GWIN, Inc. (the "Registrant") because their application with the
Public Company Accounting Oversight Board (the "PCAOB") was still pending
approval. Moore Stephens P.C. is unable to legally provide an audit report for
the year ended July 31, 2003 to be included on Form 10-KSB for submission to the
Securities and Exchange Commission until the application with the PCAOB is
accepted. Moore Stephens, P.C. is unable to estimate when the PCAOB will
complete its review process, and therefore resigned. Subsequently on October 30,
2003, the Registrant engaged Demetrius & Company as its independent accountants
for the fiscal year ended July 31, 2003.
(b) Moore Stephens, P.C.'s reports on the Registrant's financial statements
for the seven-month period ended July 31, 2002 and each of the two years in the
period ended December 31, 2001, contained no adverse opinion or disclaimer of
opinion nor were they qualified as to audit scope or accounting principles.
However, they did include a paragraph concerning uncertainties relating to the
Registrant's ability to continue as a going concern.
(c) The Registrant's Board of Directors made the decision to engage
Demetrius & Company.
(d) In connection with the prior audits for the seven-month period ended
July 31, 2002 and each of the two years in the period ended December 31, 2001,
and from July 31, 2002 to October 30, 2003, there have been no disagreements
with Moore Stephens P.C. on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure.
(e) The Registrant did not consult with Demetrius & Company with regard to
any matter concerning the application of accounting principles to any specific
transactions, either completed or proposed, or the type of audit opinion that
might be rendered with respect to the Registrant's financial statements.
(f) The Registrant has requested that Moore Stephens P.C. review the
disclosures contained herein and that firm has been given an opportunity to
furnish the Registrant with a letter addressed to the Commission containing any
new information, clarification of the Registrant's expression of its views, or
the respect in which it does not agree with the statements made by the
Registrant herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) EXHIBITS.
Exhibit 16. Letter from Moore Stephens P.C.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
GWIN, INC.
Dated: October 31, 2003 By: /s/ Jeff Johnson
----------------
Jeff Johnson, CFO