8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  October 18, 2007

Winmark Corporation

(Exact Name of Registrant as Specified in Its Charter)

Minnesota

(State or Other Jurisdiction of Incorporation)

000-22012	41-1622691
(Commission File Number)	(I.R.S. Employer Identification Number)
4200 Dahlberg Drive, Suite 100 Golden Valley, MN 55422-4837
(Address of Principal Executive Offices) (Zip Code)
(612) 520-8500
(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:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

                (17 CFR 240.13e-4(c))

Item 2.02.               Results of Operations and Financial Conditions

On October 18, 2007, Winmark Corporation (“Company”) announced in a press release its results of operations and financial condition for the third quarter ended September 29, 2007.  A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Item 7.01                Regulation FD Disclosure

On October 18, 2007, Winmark Corporation (“Company”) announced in a press release its results of operations and financial condition for the third quarter ended September 29, 2007.  A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Item 9.01.               Financial Statements, Pro Forma Financial Information and Exhibits.

                (c)           Exhibits

99.1 Press Release dated October 18, 2007

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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.

                                                                                WINMARK CORPORATION

	WINMARK CORPORATION
Date: October 18, 2007	By:	/s/ Catherine P. Heaven
		Catherine P. Heaven
		General Counsel

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EXHIBIT INDEX

to

Form 8-K

Winmark Corporation

Exhibit Number	Exhibit Description
99.1	Press Release dated October 18, 2007

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EX-99.1

Exhibit 99.1

Contact:                 John L. Morgan

                                763/520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION ANNOUNCES

THIRD QUARTER RESULTS

Minneapolis, MN (October 18, 2007)  —  Winmark Corporation (Nasdaq; WINA) announced today net income for the quarter ended September 29, 2007 of $1,186,200, or $.21 per share diluted, compared to net income of $838,200, or $.14 per share diluted, in 2006.  For the nine months ended September 29, 2007, net income was $2,395,600, or $.43 per share diluted, compared to net income of $2,601,900, or $.43 per share diluted, for the same period last year.

John L. Morgan, Chairman and Chief Executive Officer, stated, “Net income for the third quarter increased over last year and the second quarter of this year due to the growth in our leased assets in both Wirth Business Credit and Winmark Capital.  Our franchise brands continue to grow both in number of stores and royalties.”

Winmark Corporation creates, supports and finances business.  At September 29, 2007, there were 855 franchises in operation under the brands Play It Again Sports®, Once Upon A Child®, Plato’s Closet® and Music Go Round® and there were 35 territories in operation under the Wirth Business Credit™ brand.  An additional 46 retail franchises and 2 Wirth territories have been awarded but are not open.  In addition, at September 29, 2007, the Company had loans and leases equal to $35.2 million.

This press release contains forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to future events or the future financial performance of the Company including statements with respect to our ability to finance the growth of our leasing and franchising businesses for the foreseeable future.  Such forward-looking statements are only predictions or statements of intention subject to risks and uncertainties and actual events or results could differ materially from those anticipated.  Because actual result may differ, shareholders and prospective investors are cautioned not to place undue reliance on such forward-looking statements.

WINMARK CORPORATION

CONDENSED BALANCE SHEETS

(unaudited)

	September 29, 2007			December 30, 2006
ASSETS
Current Assets:
Cash and cash equivalents	$		812,900	$	1,037,800
Receivables, less allowance for doubtful accounts of $45,800 and $66,900	2,108,000			2,203,500
Investment in direct finance leases	9,639,300			5,777,400
Income tax receivable	783,100			812,700
Inventories	67,000			68,700
Prepaid expenses	1,017,800			1,435,100
Deferred income taxes	191,500			191,500
Total current assets	14,619,600			11,526,700
Long-term investment in leasing operations	23,549,900			12,474,000
Long-term investments	9,500,000			11,500,000
Long-term receivables, net	96,700			73,800
Property and equipment, net	677,900			573,500
Other assets, net	625,800			625,800
Deferred income taxes	594,500			832,300
	$		49,664,400	$	37,606,100
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Current line of credit	$		6,990,200	$	600,000
Current renewable subordinated notes	2,528,000			3,239,600
Accounts payable	823,900			1,608,100
Accrued liabilities	2,104,200			2,029,700
Current discounted lease rentals	81,400			157,300
Rents received in advance	1,119,700			479,300
Current deferred revenue	1,035,400			1,116,100
Total current liabilities	14,682,800			9,230,100
Long-term line of credit	6,515,800			—
Long-term renewable subordinated notes	14,621,600			12,138,600
Long-term discounted lease rentals	—			41,000
Long-term deferred revenue	537,000			441,400
Shareholders’ Equity:
Common stock, no par, 10,000,000 shares authorized, 5,401,640 and 5,657,042 shares issued and outstanding	—			550,000
Retained earnings	13,307,200			15,205,000
Total shareholders’ equity	13,307,200			15,755,000
	$	49,664,400		$		37,606,100

WINMARK CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Quarter Ended							Nine Months Ended
	September 29, 2007			September 30, 2006				September 29, 2007				September 30, 2006
REVENUE:
Royalties	$	5,208,700		$	4,800,000			$	15,208,100			$	14,320,500
Merchandise sales	797,600			1,452,600				3,250,300				3,533,300
Leasing income	1,173,200			523,100				2,944,700				1,209,800
Franchise fees	584,100			305,000				1,301,500				980,700
Other	188,200			158,900				436,700				441,900
Total revenue	7,951,800			7,239,600				23,141,300				20,486,200
COST OF MERCHANDISE SOLD	764,300			1,381,900				3,119,500				3,378,600
LEASING EXPENSE	268,700			84,500				601,900				131,200
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	4,729,600			4,206,300				14,812,200				12,934,600
Income from operations	2,189,200			1,566,900				4,607,700				4,041,800
INTEREST EXPENSE	(381,300		)	(307,900			)	(1,101,900			)	(429,300		)
INTEREST AND OTHER INCOME	122,500			145,300				423,300				746,600
Income before income taxes	1,930,400			1,404,300				3,929,100				4,359,100
PROVISION FOR INCOME TAXES	(744,200		)	(566,100			)	(1,533,500			)	(1,757,200		)
NET INCOME	$	1,186,200		$		838,200		$		2,395,600		$	2,601,900
EARNINGS PER SHARE — BASIC	$	.22		$		.15		$		.44		$	.45
EARNINGS PER SHARE — DILUTED	$	.21		$		.14		$		.43		$	.43
WEIGHTED AVERAGE SHARES OUTSTANDING — BASIC	5,437,805			5,632,042				5,490,077				5,841,047
WEIGHTED AVERAGE SHARES OUTSTANDING — DILUTED	5,555,770			5,853,968				5,610,951				6,056,690