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
January 6, 2004
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Date of Report (date of earliest event reported)
GWIN, Inc.
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Exact name of Registrant as Specified in its Charter
Delaware 000-24520 04-3021777
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
5092 South Jones Boulevard, Las Vegas, Nevada 89118
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Address of Principal Executive Offices Zip Code
(702) 967-6000
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Registrant's Telephone Number, Including Area Code
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
(a) On January 6, 2004, Demetrius & Company, L.L.C. resigned as the
independent accountants for GWIN, Inc. (the "Registrant"). Also, on January
6, 2004, the Registrant engaged Moore Stephens, P.C. as its independent
accountants for the fiscal year ending July 31, 2004.
(b) Demetrius & Company, L.L.C.'s report on the Registrant's financial
statements for the year ended July 31, 2003 contained no adverse opinion or
disclaimer of opinion nor was it qualified as to audit scope or accounting
principles. However, it 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 Moore
Stephens, P.C.
(d) In connection with the prior audit for the year ended July 31, 2003,
and from October 30, 2003 to January 6, 2004, there have been no disagreements
with Demetrius & Company, L.L.C. on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.
(e) The Registrant did not consult with Moore Stephens, P.C. 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 Demetrius & Company, L.L.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 Demetrius & Company, L.L.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: January 7, 2004 By:/s/ Jeff Johnson
Jeff Johnson, CFO