SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 June 14, 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, Including Zip Code (702) 967-6000 -------------------------------------------------- Registrant's Telephone Number, Including Area Code Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 7.01. REGULATION FD DISCLOSURE On June 14, 2005, GWIN, Inc. issued a press release announcing its third quarter results. A copy of that press release is attached as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS The following exhibit is not to be considered "filed" under the Securities Act of 1934, as amended ("Exchange Act"), and shall not be incorporated by reference into any of GWIN, Inc.'s previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act. (c) EXHIBITS. 99.1 Press Release dated June 14, 2005 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: June 15, 2005 By:/s/ Jeff Johnson Jeff Johnson, CFO