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 March 10, 2005 ------------------------------------------------ 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS (b) On March 10, 2005, Timothy Whalley advised the Company that he was resigning his position as a director of the Company for personal reasons. His resignation was effective immediately. 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: March 14, 2005 By:/s/ Jeff Johnson Jeff Johnson, CFO