SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-KSB  [X]      Annual Report Under Section 13 or
15(d) of the Securities Exchange Act of 1934  For the fiscal period ended July 31, 2007  [ ]      Transition Report Under Section
13 or 15(d) of the Securities Exchange Act of 1934  For the transition period from ___________ to ___________  Commission File Number: 000-24520  W Technologies, Inc. ---------------------------------------------------- (Exact name of small business issuer in its charter)  Delaware
                                  
      04-302177 -------------------------------
                       ------------------- (State or other jurisdiction of
                       (I.R.S.
Employer incorporation
or organization)
                       Identification
No.)  5052 South Jones Blvd, Ste. 100, Las Vegas, Nevada 89118 ------------------------------------------------------------ (Address of principal executive offices)(Zip Code)  (702) 967-6000 ------------------------------------------------ (Issuer's telephone number, including area code)  Winning Edge International, Inc. ------------------------------------------------ (Former name, former address and former fiscal year, if changed
since last report)  Securities registered under Section 12(b) of the Act:
 None Securities registered under Section 12(g) of the Act:  Common Stock, $.0001 Par Value ------------------------------ (Title of Class)  Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the registrant was required to file such  reports) and (2) has
been subject  to such filing requirements for the past 90 days. YES [X] NO
[ ]  Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of issuer's knowledge, in definitive proxy or information statements
incorporated  by reference in Part III of this Form 10-KSB or any amendment
to this Form 10-KSB. [ ]  Indicate by
check mark whether the issuer is a shell company (as defined in Rule 12b-2 of
the Exchange Act).  YES [ ]  NO [X]  State
issuer's revenues for its most recent fiscal year.  $5,863,137.  The
aggregate market value of the voting stock held by non-affiliates of the
registrant as of November 1, 2007 was approximately $4,318,875, based upon the
closing price per share of the Common Stock of $0.003 on that date.  The number
of shares outstanding of the issuer's Common Stock as of November 1, 2007:
Common Stock, $.0001 Par Value 130,396,450 shares.  The Company also has
502,000,000 shares issued to its treasury as security  under the terms of a
note payable. These shares would not become outstanding unless the Company
defaults on the term of this note.   TABLE OF CONTENTS  Page  PART I
..................................................................  3  Item 1.
 Description of Business .......................................
 3  Item 2.
 Description of Property
........................................  3  Item 3.
 Legal Proceedings
..............................................  4  Item 4.
 Submission of Matters to a Vote of Security Holders
............  5  PART II
.................................................................  5  Item 5.
 Market for Common Equity and Related Stockholder Matters
.......  5  Item 6.
 Management's Discussion and Analysis of Financial Condition and
Results of Operations......................................  6  Item 7.
 Financial Statements .......................................... 
9  Item 8.
 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure ........................... 10  Item 8A.
Controls and Procedures ....................................... 10  Item 8B.
Other Information ............................................. 11  PART III
................................................................ 11  Item 9.
 Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act .... 11  Item 10.
Executive Compensation ........................................ 14  Item 11.
Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters..................... 11  Item 12.
Certain Relationships and Related Transactions ................ 17  Item 13.
Exhibits and Reports on Form 8-K .............................. 18  Item 14.
Principal Accountant Fees and Services ........................ 22  SIGNATURES
.............................................................. 23  Financial
Statements .................................................. F-1     2    PART I  ITEM 1. DESCRIPTION OF
BUSINESS  OVERVIEW  W
Technologies, Inc., formally known as Winning Edge International, Inc. and GWIN,
Inc. (the "Company"), is headquartered in Las Vegas, Nevada.  The Company
recently completed the sale of all of its operating assets to Betbrokers, PLC.
(Betbrokers) and discontinued its operations.  The Company is now in the
process of settling outstanding debts and liabilities with the proceeds of the
asset sale.  Once all debts are settled, the Company will evaluate whether
to seek a new business opportunity through an acquisition or to dissolve.
 Prior to the asset sale, the Company produced television, radio, and
web-based programming related to sports and gaming and provided sports
handicapping analysis and advice to sports bettors worldwide through its
wholly-owned subsidiary, Global SportsEDGE, Inc.  Global SportsEDGE
provided professional handicapping advice on professional football games played
by the National Football League ("NFL"), professional basketball games played by
the National Basketball Association (NBA), college football and basketball
games, major-league baseball, hockey, NASCAR, and golf. All information and
advice was provided for entertainment purposes only.  CORPORATE INFORMATION  We
were originally incorporated in Nevada in 1986.  We reincorporated in
Massachusetts in 1987 and reincorporated in Delaware in 1996.  In July
2001, we acquired our sports handicapping business, which we operate through our
wholly-owned subsidiary, Global SportsEDGE, Inc., a Delaware corporation.  Effective
August 22, 2002, we changed our name to GWIN, Inc. and the Board of Directors
also approved a change in our fiscal year from a calendar year to one beginning
August 1 and ending July 31 effective July 31, 2002.  Effective
September 21, 2006 the company changed its name to Winning Edge International,
Inc. to better reflect the brand associated with the nationally aired television
and radio programming called The Winning Edge or Wayne Allyn Roots Winning
EDGE.  In
September 2007, the Company completed the sale of all of the Companys operating
assets, including the business of Global SportsEDGE, Inc. to PLC ("Betbrokers").
Management of the Company had determined it was unable to support the Companys
ongoing expenses and repay debt.  Management determined the Company would
have to either cease operations or sell assets to a third party.  The
Company was able to locate a buyer for the Companys assets and business and
completed the sale effective on September 26, 2007. As consideration for the
sale of the operating assets, the Company received 64,356,435 shares of
Betbrokers stock; Betbrokers stock trades on the London Stock Exchange
Alternative Investment Market known as the AIM.  On October 20, 2007 the
Company changed its name to W Technologies, Inc. as part of the agreement
reached with Betbrokers.  The Company is now in the process of settling its
outstanding obligations. If the Company is able to successfully settle existing
obligations, the Company will distribute any remaining assets to the Companys
shareholders of record as of September 26, 2007.  3  Business  Once all debts are settled, the Companys management
will evaluate the direction the Company will take.  Management may
determine to liquidate and dissolve the Company or to seek other business
opportunities.  At this time, management is focused on trying to settle
debts through the liquidation of the Betbrokers stock.  In connection with
the agreement reached with Betbrokers there are certain restrictions on the sale
of the Betbrokers stock, therefore management is unable to determine the
ultimate amount of proceeds that will be received from the stock sale or the
timing of such sales. Management anticipates that it will take more than a year
to complete the sale of the Betbrokers stock.  Due to the amount of debt
the Company owes, shareholders may not receive any proceeds from the
stock sales.   If
management is able to settle all existing debts, management may seek other
business opportunities.  At this time, the nature and timing of any such
opportunities is unknown and may not come to fruition.   EMPLOYEES  With
the sale of our assets, we have terminated all full-time employees.  Three
of our prior officers continue to work with the Company as part of the ongoing
settlement of debts and evaluation of the future direction of the Company.  CUSTOMERS  None
of our customers comprise a significant portion of our revenues.  ITEM 2. DESCRIPTION OF
PROPERTY  We
previously leased approximately 7,536 square feet of office space for our
corporate headquarters and sales office in Las Vegas, Nevada; the lease for this
facility required monthly base rental payments of $14,261.  As part of the
asset sale with Betbrokers, they entered into a new lease agreement for this
space and the Company was released from future obligations.  ITEM 3. LEGAL PROCEEDINGS  The
Company previously owned a patent (U.S. Patent # 6,260,019  Web-based
Prediction Marketplace) that is a method and apparatus for facilitating
electronic commerce between suppliers of predictions and consumers of
predictions which it believes is being infringed by many of its competitors.
 This patent was assigned to Betbrokers as part of the asset sale.
 The Company has entered into a licensing and patent enforcement agreement
with General Patent Corporation International (GPCI) to license and defend the
Companys patent. In August of 2006 the Company, through GPCI, filed lawsuits
against certain companies and individuals to enforce the patent which claimed
infringement and sought damages on the unauthorized use of the Companys
proprietary technology.  Any amounts received from the settlement or
successful litigation of these claims would be for the benefit of
Betbrokers.  4  From
time to time, we may become involved in litigation relating to claims arising in
the ordinary course of business.  ITEM 4. SUBMISSION OF MATTERS
TO VOTE OF SECURITIES HOLDERS  On
August 23, 2007 the Companys shareholders approved the following items: 1)
Selling essentially all of the assets to Betbrokers and 2) changing the
name of the Company from Winning Edge International, Inc. to W Technologies
Inc.  PART II  ITEM 5. MARKET FOR COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS   Our
common stock has traded on the Over-The-Counter ("OTC") Bulletin Board under the
symbol "WNED" since September 20, 2006. Prior, the company traded under the
symbol GWNI since September 6, 2002.  Beginning on November 15, 2007 the
Companys stock as W Technologies, Inc. will trade as WTCGE. The table below
sets forth for the periods indicated the high and low bid prices per share of
our Common Stock, as reported by the OTC Bulletin Board. Quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission, and may
not represent actual transactions.   HIGH
      LOW  Fiscal
Year ended July 31, 2007 Fourth
Quarter ....................   $
..005      .003 Third
Quarter .....................   $ .005
     .003 Second
Quarter ....................   $
..02       .01 First
Quarter .....................   $ .05      
..02  Fiscal
Year ended July 31, 2006 Fourth
Quarter ....................   $ .05
      .02 Third
Quarter .....................   $ .05
      .03 Second
Quarter ....................   $ .06
      .03 First
Quarter .....................   $ .05
      .04  We
consider our common stock to be thinly traded and any reported sale prices may
not be a true market-based valuation of our common stock. On November 1, 2007
the closing price of our common stock, as reported on the OTC was $0.003. There
were approximately 461 holders of record of the Company's common stock at that
date.  We
have not paid any cash dividends since our inception.  Though management
intends to distribute any proceeds from the asset sale to Betbrokers which are
in excess of required debt payments, there can be no assurance as to the amount
of any such distribution, if any, or when it would be made.  5  RECENT SALES OF UNREGISTERED
SECURITIES  During
the year ended July 31, 2007, we issued 514,000,000 shares of common stock.
Included in this are 10,000,000 shares issued in connection with redemptions of
warrants, 1,000,000 shares issued for services and 500,000 shares issued for
debt renewal. Additionally 1,500,000 options were issued to three independent
directors and 500,000 warrants were issued to an outside creditor for renewal of
debt. Additionally the Company pledged 502,500,000 shares of common stock
(treasury shares) in the event of default under a loan the Company entered into
in September 2006 in the amount of $655,000.   ITEM 6. MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  THIS
ANNUAL REPORT ON FORM 10-KSB CONTAINS "FORWARD-LOOKING STATEMENTS," WHICH ARE
BASED ON OUR CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT
OUR BUSINESS AND OUR INDUSTRY.  WORDS SUCH AS "BELIEVE,"
 "ANTICIPATE," "EXPECT,"  "INTEND," "PLAN,"  "WILL,"  "MAY,"
AND OTHER SIMILAR EXPRESSIONS IDENTIFY FORWARD-LOOKING STATEMENTS. IN ADDITION,
ANY STATEMENTS THAT REFER TO EXPECTATIONS, PROJECTIONS OR OTHER
CHARACTERIZATIONS OF FUTURE EVENTS OR CIRCUMSTANCES ARE FORWARD-LOOKING
STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND
UNCERTAINTIES, THAT COULD CAUSE ACTUAL RESULTS
TO DIFFER MATERIALLY FROM THOSE REFLECTED IN THE FORWARD-LOOKING STATEMENTS.
FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO,
WHETHER OR NOT OUR PRODUCTS ARE ACCEPTED BY THE MARKETPLACE AND THE PACE OF ANY
SUCH ACCEPTANCE, OUR ABILITY TO OBTAIN FINANCING TO MAINTAIN OUR OPERATIONS,
CHANGING ECONOMIC CONDITIONS AND OTHER FACTORS, SOME OF WHICH WILL BE OUTSIDE
OUR CONTROL. YOU ARE CAUTIONED NOT TO PLACE UNDUE   RELIANCE ON THESE
FORWARD-LOOKING STATEMENTS, WHICH RELATE  ONLY
TO EVENTS AS OF THE DATE ON WHICH THE STATEMENTS ARE MADE. WE UNDERTAKE NO
OBLIGATION TO PUBLICLY REVISE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS
OR CIRCUMSTANCES THAT ARISE AFTER THE DATE HEREOF.  YOU SHOULD REFER TO AND
CAREFULLY REVIEW THE INFORMATION IN FUTURE DOCUMENTS WE FILE WITH THE SECURITIES
AND EXCHANGE COMMISSION.  With the
closing of the asset sale to Betbrokers the Company has ceased all business
operations.  The Company is in the process of settling debts through the
sale of the Betbrokers stock received as consideration in the asset sale.
 Management anticipates that it may take over a year to completely settle
all debts because of holding period and lock-up restrictions related to the
Betbrokers stock.  6 RESULTS OF OPERATIONS  The
following discussion of results of operations will not be relevant to a reader
in analyzing future operations.  With the sale of all of the operating
assets of the Company, the Company will not be engaged in the prior business and
the future operating costs and revenues, if any, will be substantially different
then prior operating costs and revenues.  COMPARISON OF THE YEAR ENDED
JULY 31, 2007 TO THE YEAR ENDED JULY 31, 2006.  The operating losses for the years ended July 31, 2007, and July 31, 2006 were
$1,052,867 and $784,596 respectively.  The increased loss for fiscal year
2007 is primarily due to increased operating expenses including commissions of
$183,897, advertising costs of $173,304 and professional fees of $172,407. The
increased operating expenses are partially offset by an increase of $262,213 in
total revenue.  Our net losses for the years ended July 31, 2007, and July 31, 2006 were
$1,198,504 and $1,204,726 respectively.  The net loss declined $6,222 from
the year ended July 31, 2006 compared to the year ended July 31, 2007 primarily
because of a decrease in non-cash costs of financing.  Revenue from sales of sports handicapping information and advertising combined
for the years ended July 31, 2007 and July 31, 2006 were $5,863,137 and
$5,600,923, respectively.  The advertising revenue for the same periods
were $778,117 and $815,716, respectively and revenues from sports handicapping
information were $5,085,020 and $4,785,207, respectively. Advertising revenues
decreased due to legal challenges that made it more difficult for poker sites to
advertise in the United States. Handicapping sales increased due to better
viewer response to the television program during the football season.  Total handicapping fees for the years ended July 31, 2007, and July 31, 2006
were $507,790 and $455,282 respectively.  Handicapping fees are based on a
percentage of handicapping information sales and are in line with handicapping
revenues.  Advertising expense for the year ended July 31, 2007 and July 31, 2006 were
$1,547,169 and $1,373,865, respectively. The higher advertising expense for the
year included a new cross-marketing campaign along with the media buys in major
markets around the country.  Commission expense for the years ended July 31, 2007 and July 31, 2006 were
$2,007,952 and $1,824,055, respectively. Commissions are a set percentage of
sales based sales revenue plus variable amounts for sales managers and are in
line with the increase in handicapping revenues.  Salaries and wages expense for the years ended July 31, 2007 and July 31, 2006
were $1,180,864 and $1,241,510, respectively.  The decrease is attributable
to eliminating a mid-level manager position.  7  Professional fees for the years ended July 31, 2007, and July 31, 2006 were
$301,395 and $128,988, respectively. The increase is due to increased costs of
consultants associated with financing and raising capital.  General and administrative expenses for the years ended July 31, 2007 and July
31, 2006 were $1,329,903 and $1,313,053, respectively.  SUMMARY OF CASH FLOWS FOR THE
TWELVE MONTHS ENDED JULY 31, 2007  Cash
decreased approximately $203,127 during the twelve months ended July, 2007.
 The decrease was a result of payments on long-term debt and lease
obligations of $395,514 and operating losses, net of the effect of cash proceeds
from the issuance of notes payable.  OPERATING ACTIVITIES  Net cash
used in operating activities increased from the cash provided of $43,067 in the
twelve months ended July 31, 2006 to $519,418 cash used in the twelve months
ended July 31, 2007.  This change is due to a significant decrease in
deferred revenue in combination with a decrease in services and settlements paid
with common stock and warrants.   INVESTING ACTIVITIES  Net cash
used in investing activities increased from $9,110 during the twelve months
ended July 31, 2006 to $28,195 during the twelve months ended July 31, 2007.  FINANCING ACTIVITIES  Net cash
provided by financing activities increased from $100,679 cash used during the
twelve months ended July 31, 2006 to $344,486 during the twelve months ended
July 31, 2007.  This increase in proceeds provided by financing activities
is due to the issuance of notes payable of $740,000.  Included in the
amount for the twelve months ended July 31, 2007, $395,514 was paid on long term
convertible debt and lease obligations.  LIQUIDITY AND CAPITAL
RESOURCES  Our working
capital deficit as of July 31, 2007 was $2,120,243 as compared to a working
capital deficit of $1,132,667 as of July 31, 2006.  Of the July 31, 2006
amount, $418,961 represents revenues from sales which will not be recognized
until after July 31, 2007, and are recorded as current liabilities until earned.
 We are currently trying to settle existing debts.  Due to the
restrictions on the sale of the Betbrokers stock, this may take over a year.
 Additionally, there is no guarantee that the proceeds from the sale of the
Betbrokers stock will be sufficient to cover all of our existing debts.  If
we are unable to pay off all existing debts, the Company will be forced to
completely liquidate and pay creditors only a portion of what they are owed.
 Additionally, shareholders would receive nothing from the sale of the
Betbrokers stock.  At this time the final proceeds from the sale of the
Betbrokers stock is unknown.  8   CRITICAL ACCOUNTING
POLICIES  The
discussion and analysis of our financial condition and results of operations
were based upon the consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States.  The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amount of assets, liabilities,
revenues and expenses.  Our significant accounting policies are described
in Note 2 to our consolidated financial statements.  In response to SEC
Release No. 33-8040, "Cautionary Advice Regarding  Disclosure
About Critical Accounting Policies," we have identified certain policies as
being of particular importance to the portrayal of our financial position and
results of operations that require the application of significant judgment by
management.  We analyze our estimates, including those related to revenue
recognition, valuation of equity issuances, and contingencies and potential
litigation, and base our estimates on historical experience and various other
assumptions that we believe reasonable under the circumstances.  Actual
results may differ from these estimates under different assumptions or
conditions.  We believe the following critical accounting policies affect
our more significant judgments and estimates used in the preparation of our
financial statements.  REVENUE RECOGNITION  Our
handicapping service contracts with clients vary substantially in length from a
single sporting event to entire seasons.  We recognize the revenue from
service contracts ratably, as the services are rendered in proportion to the
total services to be provided under the term of the contracts.  Payments
received in advance for these services are recorded as deferred revenues under
current liabilities.  Revenue
from advertising agreements is recognized ratably over the period of the
agreements.  STOCK OPTIONS AND SIMILAR
EQUITY INSTRUMENTS  The Company
has adopted Statement of Financial Accounting Standards No. 123 (revised 2004),
Share-Based Payment, (FAS 123(R)) which requires the measurement and
recognition of compensation expense for all share-based payment awards made to
employees and directors; including employee stock options based on estimated
fair values.  FAS 123(R) supersedes the Companys previous accounting under
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees (APB 25) for periods beginning in fiscal 2006. In March 2005, the
SEC issued Staff Accounting Bulletin No. 107 (SAB 107) relating to FAS 123(R).
The Company has applied the provisions of SAB 107 in its adoption of FAS
123(R).  9  The Company
adopted FAS 123(R) using the modified prospective transition method, which
requires the application of the accounting standard as of August 1, 2005, the
first day of the Companys fiscal year 2006. The Companys Consolidated
Financial Statements as of and for the fiscal year ended July 31, 2006 reflects
the impact of FAS 123(R). In accordance with the modified prospective transition
method, the Companys Consolidated Financial Statements for prior periods have
not been restated to reflect, and do not include, the impact of FAS 123(R).   ITEM 7.  FINANCIAL
STATEMENTS.  The
financial statements of the Company are set forth immediately following the
signature page to this Form 10-KSB and are incorporated herein by reference.  ITEM 8.  CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.  None  ITEM 8A. CONTROLS AND
PROCEDURES.  Under
the supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we have evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures as of the period to which this filing relates, and, based upon their
evaluation, our principal executive officer and principal financial officer have
concluded that these controls and procedures
are effective. There were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation.  Disclosure
controls and procedures are our controls and other procedures that are designed
to ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by us in the reports that we file under the Exchange
Act is accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure.  10  ITEM 8B.  OTHER
INFORMATION.  None  PART III  ITEM 9. DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
OF THE EXCHANGE ACT.  EXECUTIVE OFFICERS AND
DIRECTORS  Set
forth below is certain information concerning our executive officers and
directors, including their age as of November 1, 2007. Our directors serve for a
term of two years or until their successors are elected and qualified. Our
officers serve at the discretion of our board of directors.  There are no
family relationships among our directors and officers.  NAME
               AGE
                  TITLE ----
               ---
                  -----  Wayne Allyn Root
           45
   Chairman of the Board and Chief Executive Officer  Douglas R. Miller
          61
   President, Chief Operating Officer, Secretary
and Director  Jeff Johnson
               49
   Chief Financial Officer  Robert Seale
               65
   Director, Audit Committee(chair)  Roger Aspey-Kent
           63
   Director  Roger L. Harrison
          64
   Director  WAYNE
ALLYN ROOT has served as our Chief Executive Officer and Chairman of our Board
of Directors since our reorganization in July 2001. From 1999 to 2001, Mr. Root
served as Chairman and Chief Executive Officer of our subsidiary, Global
SportsEDGE, Inc. From 1990 to 1999, Mr. Root served as a sports handicapper for
National Sports Service.  Mr. Root holds a B.A. from Columbia University.
 Mr. Root does not hold a directorship in any other public company.  DOUGLAS
R. MILLER has served as our President, Chief Operating Officer, Secretary and a
director since our reorganization in July 2001. Mr. Miller has also served as
our Chief Financial Officer from November 2001 to April 2003. From 1999 to 2001,
Mr. Miller served
as President of our subsidiary, Global SportsEDGE, Inc. From 1998 to 1999, Mr.
Miller was the Chief Financial Officer of Body Code International, an apparel
manufacturer.  Mr. Miller holds a B.A. degree in economics from the
University of Nebraska, and an MBA degree from Stanford University. Mr. Miller
is a director of Players Network (OTCBB: PNTV).  11   JEFF
JOHNSON has served as Chief Financial Officer of the Company since May 2003.
From 1995 to 2002 Mr. Johnson was the Chief Financial Officer for KNPR Radio.
 Mr. Johnson was the Chief Financial Officer for Display Ad for 3 years and
prior to that Mr. Johnson was with the national public accounting firms of
Laventhal & Horwath and Coopers and Lybrand.  Mr. Johnson does not hold
a directorship in any public company.  ROBERT L.
SEALE has been a member of the Board of Directors since January 1, 2004.
 Currently, Mr. Seale is a Principal with GIF Services, Inc., a Manager of
the portfolios of state and local governments.  From January 1999 until
December 2002, Mr. Seale served as Managing Director of Gabelli Fixed Income,
LLC where he was responsible for managing their $2.0 billion portfolio as a
senior executive.   From 1991 until 1999 he served as the Nevada State
Treasurer where he was responsible for investing the State's $2.1 billion
portfolio and managing $28 billion in annual cash flow, and debt issuances.
 From 1981 until 1990 he was the Managing Partner for Pangborn & Co.
CPA's in Reno, Nevada.  He graduated with a Bachelor of Science in
Accountancy from California State Polytechnic University in 1964.  ROGER
ASPEY-KENT has been a member of the Board of Directors since January 1, 2004.
 He is currently an executive director of a property development company
based in Cyprus and also a non-executive director of a technology systems
company based in London.  He is an executive partner of Falcon Capital
which is in the venture capital business operating in various locations
throughout Europe.  From 1985 until 1990 he worked in general management of
Credit Commercial de France, in London.  From 1980 until 1985 he worked as
a senior associate director of Societe Generale, Merchant Banking. While at
Societe Generale he served as senior corporate finance advisor for equity
strategy and he was responsible for corporate syndications in London and
Southeast Asia and for aerospace business development in Asia.  From 1963
until 1967 he worked as a corporate finance executive at Lazard Brothers &
Co. Ltd in London where he was responsible for corporate finance activity in
developing markets. Mr. Aspey-Kent currently serves as a director of EIG
Technology Ltd and Marrakesh Properties Ltd.  ROGER
L. HARRISON has been a member of the Board of Directors since January 15, 2004.
 Since the early 1980's Mr. Harrison has been involved in creating,
producing and directing films.  Since 1999 he has been working on
twenty-three projects, three of which are currently considered "hot": Cousins
(Jerry Lee Lewis, Mickey Gilley, Jimmy Swaggart biopic); The Las Vegas Showgirls
Meet the Furry Hamsters from Hell (a Mel Brooks-type spoof); and a documentary
on capitalism and the republic form of democracy called "The Perfect Incubator."
 He is also on the creative team for Sony's upcoming feature film Police
Woman, starring Queen Latifah.  Prior to his involvement with films, Mr.
Harrison worked for approximately fourteen years in the securities industry as
an account executive with seven years at Merrill Lynch, three years as Regional
Manager with E.F. Hutton & Co., and four years with A.G. Edwards.  His
first film project was The Chosen which he produced during 1981-1983.  The
Chosen was the winner of the Christopher Award; best film and best actor (Rod
Steiger) at the Montreal Film Festival; and the New York Film Critics, best
screenplay and best director awards.  Our
Board of Directors held three (3) meetings during the fiscal year ended July 31,
2007.  Each Director attended at least 75% of the aggregate number of
meetings held by the Board of Directors during the time each such Director was a
member of the Board.  12  DIRECTOR COMPENSATION   Commencing
in February 2004, our non-employee directors began receiving $1,000 for each
meeting of our Board of Directors they attend in person.  These fees may be
paid in cash or with restricted shares of common stock at the discretion of the
Company.  We also reimburse our directors for out-of-pocket expenses
incurred to attend meetings of the board.  Our
executive officers hold office until the next annual meeting of directors. There
are no known arrangements or understandings between any director or executive
officer and any other person pursuant to which any of the above-named executive
officers or directors was selected as an officer or director.  COMMITTEES  We
have two standing committees: the audit committee and the compensation
committee.  AUDIT COMMITTEE  Our
current Audit Committee was formed during February 2004.  It attends to and
reports to our Board of Directors with respect to matters regarding our
independent registered public accounting firm, including, without limitation:
annual review of their registration; approving the firm to be engaged as our
independent registered public accounting form for the next fiscal year;
reviewing with our independent registered public accounting firm the scope and
results of their audit and any related management letter; consulting with our
independent registered public accounting firm and our management with regard to
our accounting methods and adequacy of our internal controls over financial
reporting; approving the professional services rendered by our independent
registered public accounting firm; reviewing the independence, management
consulting services and fees of our independent registered public accounting
firm; inquiring about significant risks or exposures and methods to minimize
such risk; ensuring effective use of audit resources; and preparing and
supervising the Securities and Exchange Commission reporting requirements.
 Our Audit Committee currently consists of Robert L. Seale and Roger
Aspey-Kent.  The audit committee met two (2) times during the fiscal
year.  COMPENSATION COMMITTEE  Our
Compensation Committee was formed during February 2004 to attend to and report
to our Board of Directors with respect to the appropriate compensation of our
directors and executive officers and is responsible for administering all of our
employee benefit plans.  The Compensation Committee currently consists of
Robert L. Seale and Roger L. Harrison.  The compensation committee met one
(1) time during the fiscal year.  SECTION 16(A) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE  Based
solely on a review of Forms 3 and 4 and amendments thereto furnished to us
during our most recent fiscal year, and Forms 5 and amendments thereto furnished
to us with respect to our most recent fiscal year and certain representations,
no persons who were either a director, officer, or beneficial owner of more than
10% of our common stock, failed to file on a timely basis reports required by
Section 16(a) of the Exchange Act during the most recent fiscal year.  13  CODE OF ETHICS  The
Board of Directors adopted a Code of Ethics in October 2004, which applies to
all of the Company's Executive Officers, Directors and employees.  A copy
of the Code of Ethics was attached to our Annual Report on Form 10-KSB for the
year ended July 31, 2004.   ITEM 10. EXECUTIVE
COMPENSATION  The
following table sets forth information regarding the executive compensation for
the Company's CEO and President during the fiscal years ended July 31, 2007 and
July 31, 2006 and each other officer(s) who had total annual salary and bonus in
excess of $100,000 during such years.   Name and
Principal Position
Year
Salary
Commission
Stock
Award
Option
Award
Non-Equity
IncentivePlan Compensation
All Other
Compensation
TotalWayne Allyn Root, Chairman
& CEO
2007
2006
$175,000
$175,000
$334,628
$325,443
0
0
0
0
0
0
0
0
0
0Douglas R. Miller,
President
2007
2006
$
195,000
$
195,000
0
0
0
0
0
0
0
0
0
0
0
0Jeff Johnson,
CFO
2007
2006
$139,000
$125,000
0
0
0
0
0
0
0
0
0
0
0
0   Options The Company
has not issued any options to the three employees listed above during the prior
two fiscal years.   EMPLOYMENT AGREEMENTS  On
July 31, 2004, the Company entered into a four-year employment agreement with
Wayne Allyn Root pursuant to which Mr. Root is serving as the Company's Chief
Executive Officer and Chairman of the Board of Directors.  His
 compensation includes: (a) a base salary of $175,000 per year, (b)
handicapping fees/commissions during the first year equal to 10% of Mr. Root's
handicapping revenues received by the Company, (c) a restricted stock grant in
the amount of 4,000,000 shares of the Company's common stock where the stock
vests at the rate of 2,000,000 shares at signing and 666,666 shares vesting on
July 31, 2005, 666,667 vesting July 31, 2006 and 666,667 vesting July 31, 2007;
(d) compensation in the event of a change in ownership or control of the
Company, either friendly or hostile, which includes a minimum annual base salary
of $250,000, a handicapping fee of 12% versus the 10% described above, and all
unvested shares will immediately vest; and other employee benefits provided to
senior executives of the Company. The agreement also includes an agreement to
indemnify Mr. Root, non-compete provisions and a provision regarding payments in
the event of termination of Mr. Root's employment.  14  As part of
the asset sale to Betbrokers, Mr. Root has entered into an employment agreement
with Betbrokers and his emplyment by the Company ended by mutual consent.  EQUITY INCENTIVE PLAN  A
resolution adopting and approving an Equity Incentive Plan (the "Plan"),
reserving 25,000,000 shares of common stock for issuance under the Plan was
approved on August 18, 2006. On September 19, 2006, the consenting stockholders
signed a consent, whereby they approved the adoption of the Plan. Under the
Plan, options may be issued to directors, officers, key employees, consultants,
agents, advisors, and independent contractors who are in a position to
contribute materially to the prosperity of the Company. The Plan provides for
the issuance of both incentive stock options, or ISOs, and non-qualified stock
options, or NQSOs. ISOs are issued to employees and NQSOs are generally issued
to non-employees. The number of shares that are subject to ISOs is limited to
the discretion of the Board.   Our
board administers the Plan but may delegate such administration to a committee,
which shall consist of at least two members of the board. The board or the
committee has the authority to determine the number of options to be granted,
when the options may be exercised and the exercise price of the options. Options
may be granted for terms not exceeding ten years from the date of the grant,
except for options granted to persons holding in excess of 10% of the common
stock, in which case the options may be granted for a term not to exceed five
years from the date of the grant.  The
board believes that the Plan will provide greater flexibility in structuring
compensation arrangements with management, consultants and employees, and will
provide an equity incentive for those who are awarded shares under the Plan. The
issuance of common stock as an award under the Plan may have a financially
dilutive effect depending on the price paid for such shares, and an absolute
dilutive effect due to the increase in issued and outstanding shares.  At
July 31, 2007, 1,500,000 options were outstanding.  During
the fiscal year ended July 31, 2007, the Company granted 1,500,000 options.  15   Equity
Compensation Plan Information  Number
of securities
to be issued
upon
                              Number
of exercise
of         Weighted-average
     securities outstanding
        exercise price of
    remaining options,
warrants   outstanding options,  available for Plan
category
              and
rights          warrants and rights
  future issuance --------------
             -----------------
  --------------------  --------------- (a)
                 (b)
                (c) Equity
compensation plans
approved by security holders
                     1,500,000
Common          $0.02
          2,000,000  Equity
compensation plans
not approved by security
holders
                 None
                 N/A
               None ----------------
          -----
         ---------------- Total
                          0
Common
              $0.00
            0
Common   ITEM 11.  SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS  The
following table sets forth the number and percentage of shares of our $.0001
value common stock owned beneficially, as of November 26, 2007, by any person,
who is known by us to be the beneficial owner of 5% or more of such common
stock, by all Directors and Executive Officers individually, and by all
Directors and Executive Officers as a group. For purposes of the chart, the
Company has used 130,396,450 shares outstanding and has not included the
502,000,000 treasury shares which securitize one note payable.  If the
Company defaults on this note, the shares would be disbursed to CSI Business
Services, Inc. making them the largest shareholder of the Company.  If
these shares were to be issued, there would be a change in control of the
Company with CSI Business Services, Inc. becoming the controlling shareholder.
 Such a change in control would limit the Companys ability to use net
operating losses in future periods to offset income. Information as to
beneficial ownership is based upon statements furnished to us by such persons.  Amount
of Name and Address
                   Beneficial
             Percentage of Beneficial Owner (1)
            Ownership
              of
Class  -----------------------
           --------------
          ----------  Wayne Allyn Root
                  10,555,928
(2)
             8.1%  Douglas R. Miller
                  4,767,370
(3)
             3.7%  Roger Aspey-Kent
                     703,000
(4)
              *  Robert L. Seale
                       20,000
                  *  Roger L. Harrison
                     20,000
                  *  Jeff Johnson
                           -0-
                   -0-  All Officers and Directors
        16,066,298
                12.4% as a group (6 persons) _______________  * Less than one percent.  16  (1)
 Unless otherwise noted, the address for each named beneficial owner is
5052 South Jones Blvd., Las Vegas, Nevada 89188.  (2)
 Does not include 462,222 preferred shares that can be converted to
4,622,220 shares of common stock.  (3)
 Includes 1,611,568 shares held directly by Mr. Miller; and 3,155,802
shares held in the name of the Kerlee Intervivos Trust of which Mr.  Miller
is a beneficiary.  (4)
 Includes 345,000 shares held directly by Roger Aspey-Kent and 358,000
shares underlying currently exercisable warrants.  ITEM 12. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS  In
September 2002, we entered into an agreement with Newmarket Investments, PLC
("Newmarket"), which was then a convertible  debenture holder,  which
provided that Newmarket invest an additional  $700,000 in the Company by
amending the existing $500,000 convertible  debenture held by Newmarket to
reflect a principal amount of $1,200,000. The anti-dilution provisions on
the combined $1,200,000 convertible debenture provide that 5,802,199 additional
shares be issued upon conversion.  The total Newmarket convertible
debenture shares upon conversion were 9,230,769. Newmarket elected to convert
the entire debenture into restricted stock of the company in the second quarter
of 2004.  In addition, the Company agreed to exchange an existing warrant
held by Newmarket to acquire 1,000,000 shares of common stock at $1.00 per share
for a warrant to acquire 3,000,000 shares of common stock at $0.13 per share.
 This Warrant expired on August 31, 2005. Newmarket also extended an
unsecured standby credit facility of $250,000 with a 16% annual interest rate
that was originally payable on March 31, 2003. At July 31, 2007, the Company had
an outstanding balance including interest of $196,897.  In connection with
these transactions, we also issued to Newmarket a three-year option to purchase
1,500,000 shares at a price per share of $0.50.  The option expired July
31, 2006.  The CEO of Newmarket is a former director of the Company.   In
May 2004, the Company issued 1,190,625 shares of restricted common stock to
Wayne A. Root, CEO, and 200,000 shares to an assignee of Mr. Root as payment of
$111,250 payable resulting from accrued handicapping commissions due.  In
December 2004, the Company issued 1,000,000 shares of restricted common stock to
Wayne A. Root as compensation for his personal guaranty of a $600,000 loan to
the Company and for his pledging all of his common stock as collateral for the
loan.   In
July of 2006 the company redeemed $208,000 of debt owed to Wayne Root for
462,222 preferred shares. The preferred shares can be converted into 4,622,220
common shares at the option of the holder at any time over the following 36
months.  The
Company has a convertible debenture, originally in the amount of $600,000. The
outstanding balance as of July 31, 2007, is approximately $172,000. The
principal of the debt is to be repaid at the rate of $18,200 per month plus
monthly interest. The note originally matured in October of 2007. At the
discretion of the Company this note may be repaid in cash or through the
issuance of common stock. The company previously registered 9,969,900 common
shares for potential conversion. At July 31, 2007 no shares have been issued to
pay this debt, or fulfill conversion requests. Additionally CEO Wayne Root has
personally guaranteed this note. As part of the asset sale dated September 26,
2007 this note was extended.  17  In September
of 2006 the company entered into a $655,000 short term loan with a private
investor. The note has an 18% interest rate and a maturity date of June 30,
2007. As collateral, the Company made a general pledge agreement, giving a
security interest in the assets of the company including a specific credit card
reserve account. Additionally, the Company pledged 502,000,000 shares of Common
Stock in the event of default.  CEO Wayne Root also pledged his 462,222
Preferred Shares in the event of default. As part of the asset sale dated
September 26, 2007 the note was extended.  In June the
Company received a loan in the amount of $25,000 from Director Harrison. This
loan has a due date of August 31, 2007.  ITEM 13.  EXHIBITS  The
following exhibits are filed as part of this annual report:  EXHIBITS.  Number
    Description  2.
        Agreement and Plan of
Reorganization dated July 6, 2001 between
Global Sports & Entertainment, Inc. and Turfclub.com, Inc.
(1)  3.1
       Certificate of Incorporation of GWIN,
as amended (1)  3.2
       Bylaws of GWIN (5)  4.1
       Certificate of Designations of Series
C Preferred Stock and Series
C Stock Purchase Agreement  (1)  4.2
       Form of Indenture representing 5%
Convertible Debentures (1)  4.3
       Form of Indenture representing 13%
Convertible Debentures (4)  4.4
       Form of Common Stock Purchase Warrant
included with 5% Convertible
Debenture Units (4)  10.1
      Financial Advisory Agreement dated September
10, 2001 between the
GWIN and Keating Investments, LLC  (1)  10.2
      Executive Services Agreement dated December
6, 1999 between GWIN
and Mr. Miller  (1)  18  10.3
      Executive Services Agreement dated December
6, 1999 between GWIN and
Mr. Root  (1)  10.4
      Sports Personality Agreement dated March 2,
2000 between GWIN  and
Mr. Root (1)  10.5
      Term sheet with British Bloodstock Agency,
dated August 21, 2002
(4)  10.6
      Agreement describing voting agreement
between Mr. Manner and Mr. Root
regarding Mr. Keating's board rights  (2)  10.7
      Common Stock Purchase Warrant issued to
Keating Investments, LLC
(1)  10.8
      Debenture Purchase Agreement dated September
19, 2001 between GWIN
and Mr. Root (1)  10.9
      5% Convertible Debenture dated September 19,
2001 issued to Wayne Allyn
Root (1)  10.11
     Common Stock Purchase Warrant issued to Mr. Root
 (1)  10.12
     Debenture Purchase Agreement dated August 31, 2001
between GWIN and
Mr. Manner (1)  10.13
     5% Convertible Debenture dated September 19, 2001
issued to Mr. Manner
(1)  10.14
     Common Stock Purchase Warrant issued to Mr. Manner
 (1)  10.15
     Common Stock Purchase Warrant dated September 4,
2001 between GWIN
and Keating Partners, L.P. (1)  10.16
     Common Stock Purchase Warrant issued to Keating
Partners, L.P.(1)  10.17
     Promissory Note dated October 23, 2000 issued to
Mr. Root (1)  10.18
     Letter Agreement dated July 5, 2001 between GWIN
and Keating Investments,
LLC (1)  10.19
     Series C Preferred Stock Purchase Agreement dated
July 10, 2001 between
Trilium Holdings Ltd. and the Company (1)  10.20
     Promissory Note dated November 12, 2001 issued to
Mr. Keating.(3)  10.21
     Promissory Note dated November 12, 2001 issued to
Mr. Root.(3)  10.22
     Securities Purchase Agreement dated June 29, 2002
between Laurus
Master Fund, Ltd. and GWIN (4)  19  10.23
     2002 Equity Incentive Plan (6)  10.24
     Employment Agreement with Wayne Allyn Root dated
July 31, 2003 (8)  10.25
     Employment Agreement with Douglas R. Miller dated
July 31, 2004 (10)  10.26
     Employment Agreement with Wayne Allyn Root dated
July 31, 2004 (10)  10.27
     Securities Purchase Agreement with Laurus Master
Fund, Ltd. Dated
October 29, 2004 (9)  10.28
     Secured Convertible Term Note payable to Laurus
Master Fund, Ltd.  For
$600,000 (9)  10.29
     Amendment to the Asset Purchase Agreement and
Undertaking and Covenant by and Among
Winning Edge International, Inc., Global Sports Edge, Inc., Wayne Allyn Root
and Betbrokers, PLC (10)  10.30
     Amendment, Termination Agreement and Mutual
Release-Winning Edge and CSI Business
Finance, Inc. (10)  10.31
     Pledge and Security Agreement-CSI Business
Finance, Inc. (10)  10.33
     Amendment to Promissory Note-Laurus Family of
Funds, LLC (10)  10.34
     Amendment to the Asset Purchase Agreement by and
Among Winning Edge International,
Inc., Global Sports Edge, Inc., Wayne Allyn Root and Betbrokers,
PLC (11)  10.35
     Asset Purchase Agreement by and Among Winning Edge
International, Inc., Global Sports
Edge, Inc., Wayne Allyn Root and Betbrokers, PLC (13)  14
        Code of Ethics (11)  21.1
      List of Subsidiaries (4)  31.1
      Certification of Chief Executive Officer
pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically  31.2
      Certification of Chief Financial Officer
pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically  32.1
      Certification of Chief Executive Officer
pursuant to 18 U.S.C. Section
1350 - Filed herewith electronically  32.2
      Certification of Chief Financial Officer
pursuant to 18 U.S.C. Section
1350 - Filed herewith electronically  20  (1) Incorporated by reference
to the similarly described exhibit included with the registrant's Quarterly
Report for quarter ended September 30, 2001 filed with the SEC on November 19,
2001.  (2) Described in Exhibit
2.1  (3) Incorporated by reference
to the similarly described exhibit included with the registrant's Annual Report
for the year ended December 31, 2001 filed with the SEC on April 1, 2002 and
amended on May 15, 2002.  (4) Incorporated by reference
to the similarly described exhibit included with the registrant's registration
statement on Form SB 2, 333 99599, filed on September 13, 2002.  (5) Unavailable in electronic
format, but will be mailed upon request free of charge.  (6) Incorporated by reference
to the Registrants Definitive Information Statement filed with the SEC on July
21, 2002.   (7) Incorporated by reference
to GWIN, Inc. annual report on Form 10 K for the year ended July 31, 2002, as
filed with the SEC on October 28, 2002.  (8) Incorporated by reference
to GWIN, Inc. annual report on Form 10 KSB for the year ended July 31, 2003, as
filed with the SEC on November 10, 2003.  (9) Incorporated by reference
to the similarly described exhibits included with the Registrant's Form 8-K
dated December 1, 2004, as filed with the SEC on December 2, 2004.  (10)  Incorporated by
reference to the Registrants Form 8-K dated September 26, 2007.  (11) Incorporated
by reference to the Registrations Form 8-K dated September 6, 2007  (12) Incorporated
by reference to the Registrants Form 8-K dated July 3, 2007.  (13) Incorporated by reference
to GWIN, Inc. Annual Report on Form 10-KSB for the year ended July 31, 2004, as
filed with the SEC on November 1, 2005.  21   ITEM 14.  PRINCIPAL
ACCOUNTANT FEES AND SERVICES  AUDIT FEES  The
aggregate fees billed by Moore Stephens, P.C. for professional services related
to the audit of the Company's consolidated financial statements for the fiscal
years ended July 31, 2007 and 2006 were $88,500 and $68,500 respectively.  AUDIT RELATED FEES  The
aggregate fees billed by Moore Stephens P.C. for audit related services for the
fiscal years ended July 31, 2007 and 2006 were $-0- and $-0-, respectively.  TAX SERVICES  The
aggregate fees billed by Moore Stephens P.C. for tax services for the fiscal
years ended July 31, 2007 and 2006 were $-0- and $5,335 respectively.  ALL OTHER SERVICES  There
were no fees billed by Moore Stephens P.C. for other services for the fiscal
years ended July 31, 2007 and 2006.  22    SIGNATURES  In
accordance with Section 13 of the Exchange Act, the Registrant caused this
Report to be signed on its behalf by the undersigned, there unto duly authorized
on November 27, 2007.  Winning
Edge International, Inc.    By:
/s/ Wayne Allyn Root ----------------------------------- Wayne
Allyn Root, Chief Executive Officer  In
accordance with the requirements of Section 13 of the Exchange Act, this Report
has been signed below by the following persons on behalf of the Registrant on
November __, 2007 and in the capacities indicated.   /s/ Wayne Allyn Root --------------------------------------------------- Wayne Allyn Root, Chairman,
Chief Executive Officer (Principal Executive
Officer)   /s/ Jeff Johnson --------------------------------------------------- Jeff Johnson, Chief Financial
Officer (Principal Financial and
Accounting Officer)   /s/ Douglas Miller --------------------------------------------------- Douglas Miller, Director   /s/ Robert Seale --------------------------------------------------- Robert Seale, Director   /s/ Roger Aspey-Kent --------------------------------------------------- Roger Aspey-Kent, Director   /s/ Roger Harrison --------------------------------------------------- Roger Harrison, Director  23  Winning Edge International, Inc. Financial
Statements   REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM  To the Stockholders and Board
of Directors of W Technologies, Inc.  We have audited the
accompanying consolidated balance sheet of W Technologies, Inc. (formerly known
as Winning Edge International, Inc. and GWIN, Inc.) and subsidiaries as of July
31, 2007, and the related consolidated statements of operations, cash flows and
stockholders' deficit for each of the two fiscal years in the period then ended.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.  We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board
(United States).  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting.  Our audit included consideration of internal control
over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting.  Accordingly, we express no such opinion.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements.  An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall consolidated financial
statement presentation.  We believe that our audits provide a reasonable
basis for our opinion.  In our opinion the consolidated
financial statements referred to above present fairly in all material respects,
the consolidated financial position of W Technologies, Inc. and subsidiaries as
of July 31, 2007, and the consolidated results of their operations and their
cash flows for each of the two fiscal years in the period then ended, in
conformity with U.S. generally accepted accounting principles.  The accompanying consolidated
financial statements have been prepared assuming that the Company will continue
as a going concern. As discussed in Note 3 to the consolidated financial
statements, the Company has experienced losses from operations, and has a
working capital deficiency and accumulated deficit that raise substantial doubt
about its ability to continue as a going concern.  Management's plans in
regard to these matters are also described in Notes 3 and 16.  The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.  As disclosed in Note 16 to the
financial statements, the Company effectively ceased all operations effective
September 26, 2007, when an asset sale was completed..   /s/
MOORE STEPHENS, P.C. Certified
Public Accountants.   Cranford, New Jersey November 28, 2007   F-1   PART
1: FINANCIAL
INFORMATION ITEM
1. CONSOLIDATED
FINANCIAL STATEMENTS W
TECHNOLOGIES, INC CONSOLIDATED BALANCE
SHEETJuly  31, 2007ASSETSCurrent assets:Cash



$
           2,621Accounts receivable



31,831Deposits



166,316Total
Current Assets
200,768Property and equipment (net)



24,258Equipment held under capital leases (net)



3,300Deposits and other assets



19,605Deferred financing fee



2,583Total assets



$
       250,514--------------------LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Current portion of long-term
debt, less unamortized discount of $ 9,816



$
       802,417Notes payable  related
parties



390,614Deferred revenue



418,961Accounts payable



618,718Bank overdraft



90,301Total Current Liabilities



2,321,011Long term capital lease



482Total liabilities



$    2,321,493Stockholders' deficit:Preferred stock - $0.0001 par value; 5,000,000
shares authorized;
462,222 shares issued and outstanding

46Common stock - $0.0001 par value; 750,000,000
shares authorized;
632,396,450 issued, of which 502,500,000 are
Treasury shares

63,240Additional paid in capital



27,821,123Treasury stock



(50,250)Accumulated deficit



(29,905,138)Total stockholders deficit



(2,070,979)Total liabilities and stockholders deficit



$
      250,514 ---------------------- F-2 The accompanying notes are an integral part of the financial statements.  W TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Year ended
July 312007
2006Net revenue - services


$
     5,085,020
$
     4,785,207Revenues - advertising


778,117
815,716Total revenues


5,863,137
5,600,923Handicapping fees


178,961
129,839Handicapping fees  related party


328,829
325,443Advertising expense


1,547,169
1,373,865Commissions


2,007,952
1,824,055Salaries and wages


1,180,864
1,241,510Professional fees


301,395
128,988General and administrative


1,329,903
1,313,053Depreciation expense


40,931
48,766Total operating expense


6,916,004
6,385,519Operating (loss)


(1,052,867)
(784,596)Non-cash financing costs


(10,000)
-Settlement income


74,243
179,200Interest (expense), including amortization of debt
discount


(186,798)
(110,483)Other non-cash cost of financing


-
(465,771)Interest (expense)  related parties


(23,082)
(23,076)Net (loss)


(1,198,504)
(1,204,726)Basic and diluted (loss) per share of common
stock


$   (0.01)
$  (0.01)Basic weighted shares of common stock
outstanding


129,896,450
118,396,450F-3 The accompanying notes are an integral part of the financial statements.   W TECHNOLOGIES, INC. CONSOLIDATED STATEMENT OF CASH FLOWS  2007

2006Cash flows - operating
activities:Net (loss)




$   (1,198,504)

$  (1,204,726)Adjustments to reconcile net
(loss) to net cash used in operations:Depreciation




40,931

48,766Services and settlements paid
with common stock and warrants




173,725

550,417Amortization
of Prepaid Expense-Related parties




--

6,667Interest
expense  issuance of common stock


10,000
--Interest
expense  issuance of warrants


--
3,370Interest
expense  amortization of debt discount


39,210
39,216Non-Cash
Financing Fees




--

123,104Decrease (increase) in:Accounts
receivable




116,100

132,518Prepaid
expenses




92,600

(53,567)Other
assets




127,273

206,408Deposits


19,530
99,303Deferred
financing fees


10,334
10,333Increase (decrease) in:Deferred
revenue




(566,491)

(97,908)Accounts
payable




331,853

25,452Bank
overdraft




90,301

--Notes
payable  related parties




193,718

153,714Total adjustments




679,086

1,138,689Total cash (used in) provided by operating
activities




(519,418)

43,067Cash flows - investing activities:Purchase of fixed assets




(28,195)

(9,110)Total cash used in investing
activities




(28,195)

(9,110)Cash flows - financing activities:Proceeds from issuance of notes payable




740,000

101,000Payments on long-term debt and
lease obligations




(395,514)

(201,679)Total cash provided by (used in) financing
activities




344,486

(100,679)Net (decrease) in cash




(203,127)

(66,722)Cash - beginning of  periods




205,748

272,470Cash - end of  periods




$
            2,621

$
       205,748  F-4 The accompanying notes are an inegral part of the financial statements.    SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: For the twelve months ended July 31, 2007 and 2006, the Company
paid $0 for taxes and $168,571 for interest and $0 for taxes and $79,532 for
interest, respectively. The Company issued stock and warrants in payment for
professional services and settlement costs. For the twelve months ended July 31,
2007 and 2006, the Company issued 3,300,000 shares of common stock and
14,603,381 shares of common stock, respectively, for services. During the twelve months ended July 31, 2006, the Company settled
a claim against a vendor for a total of $179,200.  This settlement
consisted of forgiven indebtedness of $129,200 and $50,000 of payments in kind
which were used and recorded to expense. The Company also issued shares of
convertible preferred stock and warrants to Wayne Root for the forgiveness of
$208,000 in salary and commissions. The Company also entered into a three year
capital lease for office equipment with payments of $317 per month during the
year ended July 31, 2006; the principle portion of this lease, which totaled
approximately $11,000, is non-cash in nature and excluded from the cash flow
schedule.  W TECHNOLOGIES, INC. CONSOLIDATED STATEMENT OF
STOCKHOLDERS' DEFICIT

For the Years Ended July 31,2007  Series A
           ConvertiblePreferred
Stock
Common
Shares




TotalNo.
of

No.
of

Paid-In
Pre-Paid Expense
Treasury Stock
Accumulated
StockholdersShares
$
Shares
$
Capital
Related Party
$
Deficit
DeficitBalance
 July  31, 2005



103,788,069
$10,380
$26,739,156
(6,667)
--
($27,501,908)
($759,039)  Issuance
of stock to retire debentures

--
--
250,050
25
29,981
--
--
--
30,006Issuance
of stock  for services

--
--
14,358,331
1,435
548,982
--
--
--
550,417Issuance
of preferred stock for service

462,222
46
--
--
207,954
--
--
--
208,000Issuance
of stock for cash

--
--
--
--
--
--
--
--
--Interest
expense from issuance of warrants

--
--
--
--
3,370
--
--
--
3,370Amortization
of pre-paid expense  related party

--
--
--
--
--
6,667
--
--
6,667Issuance
of warrant

--
--
--
--
109,104
--
--
--
109,104Net
(loss) for the twelve months ended July 31, 2006

--
--
--
--
--
--
--
(1,204,726)
(1,204,726)Balance
 July  31, 2006

462,222
$46
118,396,450
$11,840
$27,638,547
--
--
($28,706,634)
($1,056,201)  Issuance
of stock on exercise of warrants

--
--
10,000,000
1,000
124,000
--
--
--
125,000Issuance
of stock  for services

--
--
1,000,000
100
19,900
--
--
--
20,000Issuance
of treasury stock

--
--
502,500,000
50,250
--
--
(50,250)
--
--Issuance
of warrants

--
--
--
--
2,806
--
--
--
2,806Issuance
of options for services

--
--
--
--
25,920
--
--
--
25,920Interest
expense from issuance of debentures

--
--
500,000
50
9,950
--
--
--
10,000Net
(loss) for the twelve months ended July 31, 2007

--
--
--
--
--
--
--
(1,198,504)
(1,198,504)Balance
 July  31, 2007

462,222
$46
632,396,450
$63,240
$27,821,123
--
($50,250)
($29,905,138)
($2,070,979)   F-5 The accomapying notes are an integral part of the financial
information.


W TECHNOLOGIES,
INC. AND SUBSIDIARIES NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS  [1] ORGANIZATION AND CHANGES IN
CONTROL OF COMPANY  W Technologies, Inc. and
subsidiaries, formerly known as Winning Edge International, Inc. and GWIN, Inc.
(the "Company") provided professional handicapping advice on professional
football games played by the National Football League ("NFL"), professional
basketball games played by the National Basketball Association ("NBA"), and
college football and basketball games, major-league baseball, hockey, NASCAR,
and golf.  It advertised such services through the production of branded
television, radio, and web-based programming related to sports and gaming.
 Substantially all activities of the Company were performed through its
wholly-owned subsidiary, Global SportsEDGE, Inc. ("EDGE").  The Company was engaged in a
highly seasonal business, with the majority of sales related to football and
basketball handicapping.  Due to this seasonality, quarterly results may
vary materially between the football and basketball seasons [concentrated in the
first and second fiscal quarters] and the remainder of the year [the third and
fourth fiscal quarters].  In September 2007, the Company
completed the sale of all of the Companys operating assets, including the
business of Global SportsEDGE, Inc. to Betbrokers PLC (Betbrokers).
 Management of the Company had determined it was unable to fund operations
and pay debts as they became due.  Management determined the Company would
have to either cease operations or sell assets to a third party.
 Management was able to locate a buyer for the Companys assets and
operations and completed the sale on September 26, 2007.  As consideration
for the sale of the operating assets, the Company received  64,356,435
shares of Betbrokers stock; Betbrokers stock trades on the London Stock Exchange
Alternative Investment Market known as the AIM. On October 20, 2007 the
Company changed its name to W Technologies, Inc. as part of the agreement
reached with Betbrokers.  The Company is now in the process of settling its
outstanding obligations.  If the Company is able to successfully settle
existing obligations, the Company will distribute any remaining assets to the
Companys shareholders of record as of September 26, 2007.  F-6   [2] SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES  PRINCIPLES OF CONSOLIDATION
-  The consolidated financial
statements include the accounts of the Company and its subsidiary, EDGE, as well
as several inactive subsidiaries.  All significant inter-company accounts
and transactions have been eliminated in consolidation.  REVENUE RECOGNITION -  Our service contracts with
clients vary substantially in length from a single sporting event to entire
seasons.  We recognize the revenue from service contracts ratably, as the
services are rendered in proportion to the total services to be provided under
the contracts.  It is important to note that while revenue from service
contracts is deferred and recognized as the service is delivered, the bulk of
the costs associated with generating that revenue including advertising,
commissions, and handicapping fees are expensed in the quarter that the service
contract is generated. On July 31, 2007, the Company had received $377,294 in
payment for handicapping services not rendered by that date.  This amount
is recorded as a current liability.  Revenue from advertising
agreements is recognized ratably over the period of the agreements. As of July
31, 2007 deferred revenue from advertising agreements was $41,667. This amount
is recorded as a current liability.  OPERATING COSTS AND EXPENSES
-  Handicappers' fees and sales
representatives' compensation and related expenses are charged to operations as
incurred.  USE OF ESTIMATES -  The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.  CASH AND CASH EQUIVALENTS -  The Company considers all
highly liquid investments, with a maturity of three months or less when
purchased, to be cash equivalents. At July 31, 2007, the Company did not have
any cash equivalents. Cash is deposited in federally insured bank accounts.  PROPERTY AND EQUIPMENT AND
DEPRECIATION -  Property and equipment are
stated at cost. Depreciation is computed using the straight-line method over the
estimated useful lives of the assets, which range from 3 to 5 years.  F-7  Routine maintenance and repair
costs are charged to expense as incurred and renewals and improvements that
extend the useful life of the assets are capitalized.  Upon sale or
retirement, the cost and related accumulated depreciation are eliminated from
the respective accounts and any resulting gain or loss is reported as income or
expense.  BASIC AND DILUTED LOSS PER
COMMON SHARE -  The Company has adopted
Statement of Financing Accounting Standards ("SFAS") No. 128, "Earnings Per
Share."  Under SFAS 128, loss per common share is computed by dividing net
loss available to common stockholders by the weighted-average number of common
shares outstanding during the period.  In the Company's present position
diluted loss per share is the same as basic loss per share. Securities that
could potentially dilute earnings per share in the future include the issuance
of common stock in settlement of notes payable and the exercise of stock options
and warrants. For the year ended July 31, 2007 and the year ended July 31, 2006
the number of common stock equivalents excluded from the calculation, because
they were anti-dilutive, was 22,478,033 and 30,678,053, respectively.  STOCK OPTIONS AND SIMILAR
EQUITY INSTRUMENTS -  The Company has adopted
Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based
Payment, (FAS 123(R)) which requires the measurement and recognition of
compensation expense for all share-based payment awards made to employees and
directors; including employee stock options based on estimated fair values.
 FAS 123(R) supersedes the Companys previous accounting under Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees
(APB 25) for periods beginning in fiscal 2006. In March 2005, the SEC issued
Staff Accounting Bulletin No. 107 (SAB 107) relating to FAS 123(R). The
Company has applied the provisions of SAB 107 in its adoption of FAS 123(R).  ADVERTISING EXPENSES -  The Company expenses
advertising costs as incurred. Advertising expenses consist primarily of costs
related to the production and distribution of our television and radio
programming.  Total advertising costs for the years ended July 31, 2007 and
2006 amounted to $1,547,169 and $1,373,865, respectively.  INCOME TAXES -  Pursuant to SFAS No. 109,
"Accounting for Income Taxes," income tax expense [or benefit] for the year is
the sum of deferred tax expense [or benefit] and income taxes currently payable
[or refundable]. Deferred tax expense [or benefit] is the change during the year
in a company's deferred tax liabilities and assets. Deferred tax liabilities and
assets are determined based on differences between financial reporting and tax
bases of assets and liabilities, and are measured using the enacted tax rates
and laws that will be in effect when the differences are expected to
reverse.  F-8  [3] GOING CONCERN  The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles which contemplate the
continuation of the Company as a going concern and realization of assets and
settlement of liabilities and commitments in the normal course of business. For
the year ended July 31, 2007, the Company has a loss from operations of
$1,052,867, a working capital deficiency of  $2,120,243 and an accumulated
deficit of  $29,905,138.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.  In September
2007, the Company completed the sale of all of the Companys operating assets,
including the business of Global SportsEDGE, Inc. to Betbrokers.
 Management of the Company had determined it was unable to fund operations
and pay debts as they became due.  Management determined the Company would
have to either cease operations or sell assets to a third party.
 Management was able to locate a buyer for the Companys assets and
operations and completed the sale on September 26, 2007.  As consideration
for the sale of the operating assets, the Company received 64,356,435 shares of
Betbrokers stock; Betbrokers stock trades on the London Stock Exchange
Alternative Investment Market known as the AIM. On October 20, 2007 the
Company changed its name to W Technologies, Inc. as part of the agreement
reached with Betbrokers.  The Company is now in the process of settling its
outstanding obligations.  If the Company is able to successfully settle
existing obligations, the Company will distribute any remaining assets to the
Companys shareholders of record as of September 26, 2007.   [4] CONCENTRATIONS OF CREDIT
RISKS  The Company places its cash
with high credit quality institutions to limit its credit exposure.  At
July 31, 2007 the Company had no funds in excess on insured limits at financial
institutions.  (5) PROPERTY AND
EQUIPMENT  The following details the composition
of property and equipment:  Accumulated At July 31,
2007        
            
Cost       Depreciation     
Net -----------  ------------
----------- Television Studio Set $172,332     $162,190   $ 10,142 Office Equipment and
Other      433,895     
419,779     14,116 ------------ ------------ ----------- TOTALS                        
$606,227     $581,969$24,258    Depreciation expense, excluding
assets under capital lease obligations, for the years ended July 31, 2007 and
July 31, 2006 amounted to $36,824 and $44,366, respectively.  F-9    (6) DEPOSITS AND OTHER
ASSETS  Deposits and other assets comprised
the following:  July 31 2007  Deposits with credit card
processors $166,316 Real estate deposit  18,105 Deposits with telephone
service  1,500  -------- Total $185,921 Less current portion (166,316)  Total deposits and other
assets  19,605 ======  (7) LONG-TERM DEBT  Long-term debt is as
follows:  July 31, 2007 ------------- Convertible note
(13%) $
181,900 Convertible notes
(18%) 541,638 Other notes (12% -
18%) 85,000 Capital lease 
current 3,695 Capital lease  long
term 482  --------- Total 812,715 Less amounts
reflected as current liabilities (802,417) Less current portion
of debt discount (9,816) --------- 482 Less
 non-current portion of debt discount -0- --------- TOTAL LONG-TERM
DEBT $ 482 =========  F-10   Following is a summary of property
held under capital leases:  Accumulated Cost Depreciation Net -------- --------------- --------- At July 31, 2007 Office fixtures and
equipment $347,571 $344,271 $3,300  Depreciation of assets under capital
leases charged to expense for the years ended July 31, 2007 and July 31, 2006
was $4,107 and $4,440 respectively.  Minimum future lease payments under
capital leases are included as a component of long-term debt .  Payments
for each of the next three fiscal years and in the aggregate are:  2008 $3,739 2009 483 Thereafter 0 Total Minimum Lease
Payments   $4,222 Less:  Amount Representing
Interest (45) --------   Present Value of Net Minimum Lease
Payments $4,177 Less:  Current
Portion (3,695) -------- Long-term portion  $  482 ========   Debt at July 31, 2007, excluding capital leases, matures
as follows:   2008
                            802,417 Thereafter
                        -- -------- TOTAL
                            $802,417 ========  Debt   The
13% Convertible Note (in the original principal balance amount of $600,000) is
partially secured by a security interest in certain deposits with the credit
card processors of the Company (Note 6).  The scheduled short term
monthly principal payment due to the lender is $18,181. At July 31, 2007 the
Company was in arrears in the amount of $54,545. In connection with the sale of
assets to Betbrokers the maturity date was extended and the interest rate was
reset to 20%. The remaining balance of $181,900 is due in 2008. At the
discretion of the Company, this note can be repaid by cash or by the issuance of
common stock.  F-11  The company has $28,750
remaining principal balance (originally $115,000) on the unsecured note to a
private investor originally due September 30, 2006. The Company negotiated an
extension of the note to November 1, 2007 and is currently negotiating a further
extension.  During the year ended July 31, 2007
the Company received a loan in the original principal balance of $655,000 at an
interest rate of 18%, due June 30, 2007. The Company pledged all operating
assets and 502,500,000 shares of common stock (issued to the Company as treasury
shares) to secure this loan. The CEO of the Company, Wayne Allyn Root, also
pledged his 462,222 Preferred Shares in the event of default. In connection with
the sale of assets to Betbrokers the due date of this loan was extended to June
26, 2008.  During the year ended July 31, 2007
the Company received two loans from J. Wright totaling $60,000 at an interest
rate of 12%, due July 31, 2007. In connection with the sale of assets to
Betbrokers the principal amount was changed to $65,000 and the interest rate
changed to 18%.  The due date of the new loan was extended to June 30,
2008  During the year ended July 31, 2007
the Company received a loan from Director Roger Harrison in the amount of
$25,000 at an interest rate of 18%, due August 31, 2007.    [8] RELATED PARTY NOTES
PAYABLE  Related party notes and
accounts payable are as follows:  July
31, 2007 Unsecured standby credit
facility (16%), at July 31, 2007
                                  $196,897 Due
to Betbrokers 150,000 Due
to CEO (Wayne Allyn Root) 43,718 -------- Total notes
                                               $390,615 -------- Less: Accrued interest on
unsecured standby credit facility 52,275 -------- TOTAL NOTES AND ACCOUNTS
PAYABLE - RELATED PARTIES
        $338,340 ========  The $144,622 principal and
$52,275 in interest are due on demand to Newmarket Investments, Plc, an entity
which is associated with a former director of the Company. F-12  [9] ACCOUNTS PAYABLE   Accounts payable as of July 31,
2007 is as follows:  July
31, 2007  Trade
payables $313,711 Accrued
payroll 168,553 Accrued
commissions 41,655 Accrued
interest 17,799 Other
accrued liabilities 77,000 -------- TOTAL
ACCOUNTS PAYABLE $618,718 ========   [10] STOCKHOLDERS' DEFICIT  During the years ended July 31,
2007 and 2006 the following securities activity occurred:  COMMON STOCK AND WARRANTS   During the
year ended July 31, 2007, we issued 514,000,000 shares of common stock. Included
in this amount are 10,000,000 shares for exercised warrants, and 1,000,000
restricted shares issued for services rendered and 500,000 shares as
consideration for loan extensions. During 2007 the Company issued 502,500,000
shares of common stock as treasury shares. These shares were placed in escrow in
accordance with the CSI Business Finance, Inc. loan.   During the
year ended July 31, 2006, we issued 14,603,381 shares of common stock. Included
in this debt are 2,333,331 shares issued in connection with employment
agreements with key officers, 250,050 to redeem debt, 12,000,000 shares for
payment of services rendered. We also issued 10,000,000 shares of warrants in
connection with a services rendered contract.  The value of these warrants
was estimated using the Black-Scholes-Merton valuation model, and the valuation
was computed as being $109,104.  This amount was expensed as a component of
non-cash financing fees.  OPTIONS 
At July 31, 2007 the Company had 1,500,000 options outstanding to the three
independent directors at an exercise price of $0.02. At July 31, 2006 the
company had no options outstanding.  WARRANTS 
At July 31, 2007 the Company had 300,000 warrants outstanding to an individual
at an exercise price of $0.02. These warrants were issued in accordance loan
agreements.  PREFERRED
STOCK - The Company is authorized to issue up to 5,000,000 shares of blank-check
preferred stock under its certificate of incorporation, and at July 31, 2006 we
designated and issued an officer 462,222 series A preferred shares to redeem
debt.  These preferred shares can be converted on demand for 4,622,222
shares of common stock within a three year period.  They also have
preferential voting rights equivalent to 115,555,500 common shares; there are no
other preferences related to these shares.  F-13  CONVERTIBLE
DEBENTURES - During the fiscal year ended July 31, 2006 the Company converted
convertible debentures of $25,500 for 275,050 shares. At July
31, 2007 and July 31, 2006 the Company had a total of 9,969,900 shares
underlying its outstanding convertible debentures.    OPTIONS AND WARRANTS AT JULY
31, 2007  STOCK
OPTIONS
                                  
Weighted-Average Shares
       Exercise Price ---------
    ----------------  Outstanding at July 31, 2005
            1,810,000
      $  0.05 Granted                                        -0-
         -0- Exercised
                                     -0-
         -0- Canceled
                                1,810,000
         0.05 ---------          ----- Outstanding at July 31, 2006
                  -0-
      $  -0- Granted
                               
 1,500,000          0.02 Exercised                                      -0-
         -0- Canceled
                                      -0-
         -0- ---------          ----- OUTSTANDING AT JULY 31, 2007
            1,500,000
      $   0.02 =========          =====  EXERCISABLE AT JULY 31, 2007
            1,500,000
      $   0.02 =========          =====  The following table summarizes
information about stock options at July 31, 2007:  Weighted-Average
Outstanding and Exercisable Stock Options  Remaining
     Weighted-Average Shares
      Contractual Life  Exercise
Price ---------
     ----------------
    -------------- 1,500,000
           3
years           $0.02  The Black-Scholes-Merton option
valuation model was developed for use in estimating the fair value of options.
In addition, option valuation models require the input of highly subjective
assumptions including the expected stock price volatility.  WARRANTS
                                      Weighted-Average Shares
    Exercise Price ----------
 ---------------- Outstanding at July 31, 2005
           8,569,667
      $ .28 Granted
                               10,000,000
        .02 Exercised
                             (
       0)
       .00 Canceled
                              (2,483,734)
       .36 OUTSTANDING AT JULY 31,2006
           16,085,933
     $  .08 ----------
     ----- EXERCISABLE AT JULY 31,2006
           16,085,933
     $  .08 ----------
     ----- ----------
     ----- Outstanding at July 31, 2006
           16,085,933
       .08  Granted
                                   300,000
       .02 Exercised
                             (10,000,000)
      .01 Canceled
                              (
1,486,266)       .08 OUTSTANDING AT JULY 31,2007
             4,899,667
     $ .03 ----------
     ----- EXERCISABLE AT JULY 31,2007
             4,899,667
     $ .03  F-14   The following table summarizes
information about warrants at July 31, 2007:  Weighted-Average
Outstanding and Exercisable Warrants  Remaining
     Weighted-Average   Weighted-Average Exercise Prices
       Warrants
      Contractual Life    Exercise
Price ---------------
       ---------
     ----------------   ----------------  $0.02 - $ .46
         4,899,667
          3 years
            $0.03  The Black-Scholes-Merton option
valuation model was developed for use in estimating the fair value of warrants.
In addition, warrant valuation models require the input of highly subjective
assumptions including the expected stock price volatility.  At July 31, 2007 the Company
had a total of 9,969,900 shares underlying its convertible debentures and these
shares are included in the fully diluted shares outstanding of 150,888,237.   [11] PROVISION FOR INCOME TAXES  At July 31, 2007, the Company
had generated tax operating losses (assuming all operating loss carry-forwards
will be available) that total approximately $17,000,000. Such loss
carry-forwards will expire at various dates through 2027.  At July 31,
2007, based on the amount of operating loss carry-forwards, the Company would
have had a deferred tax asset of approximately $7,100,000.  Because of the
uncertainty that the Company will generate income in the future sufficient to
fully or partially utilize these carry-forwards, a valuation allowance of
$7,100,000 has been established.  This allowance includes an increase of
$400,000 related to operations during the year ended July 31, 2007. Accordingly,
no net deferred tax asset is reflected in these financial statements.  The Company has issued equity
securities at various times since inception.  A change in ownership, as
defined by Section 382 of the Internal Revenue Code, caused by such issuances of
equity would limit the availability of these losses to offset future taxable
income, if any.  Management believes that there has been no such change of
ownership and that all generated tax operating losses remain available to offset
future taxable income, if any.  As part of a previous
acquisition, the Company acquired net operating losses of approximately
$10,640,000.  Pursuant to Section 382 of the Internal Revenue Code,
utilization of these losses will be limited to approximately $240,000 subject to
a maximum annual utilization of approximately $15,000 per year through 2021. At
July 31, 2007, the Company would have a deferred tax asset of approximately
$77,000 from these acquired losses.  F-15   Because of the uncertainty that
the Company would generate income in the future sufficient to fully or partially
utilize these carry-forwards, a valuation allowance of approximately $77,000 has
been established.  This allowance includes a decrease of approximately
$5,000 related to the expiration of acquired operating losses. Accordingly, no
net deferred tax asset is reflected in these financial statements.  [12] NEW AUTHORITATIVE
ACCOUNTING PRONOUNCEMENTS  The Company does not anticipate
the adoption of recently issued accounting pronouncements to have a significant
effect on the Company's results of operations, financial position or cash
flows.  [13] COMMITMENTS AND
CONTINGENCIES  CAPITAL LEASES -  Minimum future lease payments under capital leases are
included as a component of long-term debt (see Note 7). This lease was assigned
to Betbrokers as part of the asset sale.  OPERATING LEASES  At July 31, 2007, the Company has one
operating lease for office space that expires in January 2010.  .  The
lease has a monthly payment obligation of $14,521 increasing annually, based on
the CPI.  Approximate minimum future rental payments under
non-cancelable operating leases having remaining terms in excess of one year as
of July 31, 2006 are as follows:  Year ending Operating July 31, Leases -------------- ------------ 2008 174,252 2009 174,252 Thereafter 87,126 ------------- Total $
435,630 =============  Rent expense for the years ended July 31, 2007 and July 31,
2006 was $186,773 and $151,961, respectively, and was charged to operations.
 This lease was assigned to Betbrokers as part of the asset
sale.  F-16    [14] LEGAL MATTERS  The Company
previously owned a patent (U.S. Patent # 6,260,019  Web-based Prediction
Marketplace) that is a method and apparatus for facilitating electronic commerce
between suppliers of predictions and consumers of predictions which it believes
is being infringed by many of its competitors.  This patent was assigned to
Betbrokers as part of the asset sale.  The Company has entered into a
licensing and patent enforcement agreement with General Patent Corporation
International (GPCI) to license and defend the Companys patent. In August of
2006 the Company, through GPCI, filed lawsuits against certain companies and
individuals to enforce the patent which claimed infringement and sought damages
on the unauthorized use of the Companys proprietary technology.  Any
amounts received from the settlement or successful litigation of these claims
would be for the benefit of Betbrokers.  In the
normal course of business, the Company is exposed to a number of asserted and
unasserted potential claims.   [15] FAIR VALUE OF FINANCIAL
INSTRUMENTS   SFAS No. 107, "Disclosure About
Fair Value of Financial Instruments," requires disclosing fair value, to the
extent practicable, for financial instruments which are recognized or
unrecognized in the balance sheet. The fair value of the financial instruments
disclosed herein is not necessarily representative of the amount that could be
realized or settled, nor does the fair value amount consider the tax
consequences of realization or settlement.  In assessing the fair value of
these financial instruments, the Company used a variety of methods and
assumptions, which were based on estimates of market conditions and risks
existing at that time. For certain instruments, including cash and cash
equivalents, related party and trade and notes payable, it was assumed that the
carrying amount approximated fair value for the majority of these instruments
because of their short maturities.  The fair value of long-term
debt is based upon current rates at which the Company could borrow funds with
similar remaining maturities. It was assumed that the carrying amount
approximated fair value for these instruments.  [16] SUBSEQUENT EVENT  In September
2007, the Company completed the sale of all of the Companys operating assets,
including the operations of EDGE Inc., to Betbrokers.  Management of the
Company had determined it was unable to support the Companys ongoing expenses
and repay debt at maturity.  Management determined the Company would have
to either cease operations or sell assets to a third party.  The Company
was able to locate a buyer for the Companys operating assets and completed the
sale on September 26, 2007.  As consideration for the sale of the operating
assets, the Company received 64,356,435 shares of Betbrokers stock; Betbrokers
stock trades on the London Stock Exchange Alternative Investment Market known as
the AIM.  On October 20, 2007 the Company changed its name to W
Technologies, Inc. as part of the agreement reached with Betbrokers.  The
Company is now in the process of settling its outstanding obligations.  If
the Company is able to successfully settle existing obligations, the Company
will distribute any remaining assets to the Companys shareholders of record on
September 26, 2007. All subsequent transactions would be ignored in a
distribution.  In
September of 2006 the Company entered into a $655,000 short term loan with a
private investor. The note has an 18% interest rate and a maturity date of June
30, 2007.  As collateral, the Company made a general pledge agreement,
giving a security interest in the assets of the Company including a specific
credit card reserve account. Additionally, the Company pledged 502,500,000
shares of Common Stock in the event of default.  CEO Wayne Root also
pledged his 462,222 Preferred Shares in the event of default. On September 26,
2007 the company amended the loan to extend for nine months, secured by
10,000,000 shares of Betbrokers stock. As of October 1,2007 the outstanding
balance on the note was $456,522.  F-17  On September
26, 2007 the company amended the existing Laurus Master Fund, Ltd note for 11
months and changing the interest rate from 13% to 20%. As of October 1, 2007 the
outstanding balance on the note was $181,818.  In connection with the sale of assets
to Betbrokers the principal amount of the Wright note was changed to $65,000 and
the interest rate changed to 18%.  The due date of the new loan was
extended to June 30, 2008.