UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM
10-KSB  (MARK
ONE)  X ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934  For the
fiscal year ended July 31, 2008   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. (Name of
small business issuer in its charter)   Delaware
04-3021770(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer Identification No.)   5052
South Jones Blvd., Ste. 100, Las Vegas, Nevada 89118 (Address of principal executive offices)  (702)
967-6000 Issuers
telephone number  Securities registered under Section 12(b) of the Exchange Act:
None   Securities registered under Section 12(g) of the Exchange Act:  Common Stock, $.0001 Par Value (Title
of Class) Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act  ?  Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act during the past 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 registrant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 registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).    Yes
 x  No  State issuers revenues for its most recent fiscal year:
 $1,122,098   The
aggregate market value of the voting stock held by non-affiliates of the
registrant as of October 17, 2008 was approximately $90,928, based upon the
closing price per share of the Common Stock or $0.0007 on that date.  The
number of shares outstanding of each the issuers Common Stock as of October 17,
2008:  129,896,450 shares of common stock at $0.0001 Par Value.The Company also has 502,500,000 shares issued and held as security on
a promissory note. These shares would not become outstanding unless the Company
defaults on the term of this note.  Currently, the Company does not have
the funds to pay the note.    Documents
incorporated by reference:  None Transitional Small
Business Disclosure Format (Check One):  Yes   No X ___________________________________________________________________________________      TABLE OF CONTENTS  Page  ITEM   1:  DESCRIPTION OF BUSINESS 4 ITEM   2:  DESCRIPTION OF PROPERTY 5 ITEM   3:  LEGAL PROCEEDINGS 6 ITEM   4:  SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS 6 ITEM   5:  MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS 6 ITEM
  6:  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 7 ITEM   7:  FINANCIAL STATEMENTS 9 ITEM
  8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES 22 ITEM 8A: CONTROLS AND PROCEDURES 22 ITEM   9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS 23 ITEM 10:  EXECUTIVE COMPENSATION 25 ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT 27 ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 27 ITEM 13:  EXHIBITS 28 ITEM 14:
 PRINCIPAL ACCOUNTANT FEES AND
SERVICES                                                          31              PART I  ITEM 1:  DESCRIPTION OF BUSINESS   SPECIAL NOTE ON
FORWARD-LOOKING STATEMENTS  This Annual Report on Form 10-KSB
contains forward-looking statements within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act, that are based on
the beliefs of our management as well as assumptions made by and information
currently available to us. When we use the words believe, plan, will likely
result, expect, intend, will continue, is anticipated, estimate,
project, may, could, would, should, and similar expressions in this
Form 10-KSB as they relate to us or our management, we are intending to
identify forward-looking information statements. These statements reflect our
current views with respect to expected future plans, initiatives, operating
conditions and other potential events and are subject to certain risks,
assumptions, and uncertainties. The statements contained herein that are not
purely historical are forward-looking statements including without limitation
statements regarding our expectations, beliefs, intentions or strategies
regarding the future. Such statements include information contained in this
Form 10-KSB regarding pending legal proceedings and the results thereof as
well as any statements regarding our future product development, governmental or
other regulatory approval prospects and related matters. All forward-looking
statements included in this document or incorporated by reference herein are
based on information available to us on the date hereof, and we assume no
obligation to update any such forward-looking statements. Our actual results
could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth in Risk
Factors below.   Business
Overview  General W Technologies,
Inc., formally known as Winning Edge International, Inc. and GWIN, Inc. (the
"Company"), is headquartered in Las Vegas, Nevada. Effective September 26, 2007
the Company completed the sale of all its operating assets to Betbrokers, PLC.
(Betbrokers) and discontinued its operations. The Company is now in the
process of settling outstanding debts and liabilities.  Presently, the
Company does not have sufficient assts to cover all of its outstanding debts and
liabilities.  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 operated 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 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
September 26, 2007. As consideration for the sale of the operating assets, the
Company received 64,356,435 shares of Betbrokers stock; Betbrokers stock traded
on the London Stock Exchange Alternative Investment Market known as the AIM.
 Unfortunately, Betbrokers is now in receivership and its stock is no
longer trading.  On October 20, 2007 the Company changed its name to W
Technologies, Inc. as part of the agreement reached with Betbrokers.  If
the Company is not able to obtain some liquidity, either from loans or from
private sales of its stock, the Company may be forced to cease all activity and
seek bankruptcy protection.  Additionally, the Company may be forced to
stop all payments to third parties which would force it to not be able to
continue with its SEC reporting obligations and result in it being delisted from
the OTC Bulletin Board.  Business Management is
currently evaluating what direction to take in attempting to deal with creditors
and its ongoing liquidity issues.  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. If the Company is not
able to obtain some liquidity, either from loans or sale of its stock, the
Company may be forced to cease all activity and seek bankruptcy protection.  Employees With the sale of
our assets, we have terminated all full-time employees. The Company has one
director that also serves as an officer.  The officer continues to work
with the Company as part of the ongoing settlement of debts and evaluation of
the future direction of the Company.  Subsidiaries The Companys
wholly-owned Subsidiary Global SportsEDGE, Inc. operations were discontinued
concurrently with the sale of operations to Betbrokers.   ITEM 2:  DESCRIPTION OF PROPERTY  We previously
leased office space for our corporate headquarters and sales office in Las
Vegas, Nevada. 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  There are no legal proceedings pending; however, the Company is in
default on certain note obligations and will soon be in default on other note
obligations and  does not have the funds to pay the notes or other creditors.
 Accordingly, it is highly likely the Company will be involved in
litigation related to these claims. ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS No matter was
submitted during the fourth quarter of our fiscal year to a vote of security
holders, through the solicitation of proxies or otherwise.  PART II  ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS  Market Information Our common stock
has traded on the Over-The-Counter ("OTC") Bulletin Board under the symbol
WTCG since November 15, 2007. Prior, the Company traded under the symbol
"WNED" since September 20, 2006 and prior to that as GWNI since September 6,
2002.   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, 2008 Fourth
Quarter ....................   $ .0018
    .0003 Third
Quarter .....................   $ .003
     .0009 Second
Quarter ....................   $ .007     
..0008 First
Quarter .....................   $ .013
     .005  Fiscal Year
ended July 31, 2007 Fourth
Quarter ....................   $ .005
     .003 Third
Quarter .....................   $ .005
     .003 Second
Quarter ....................   $ .02
      .01 First
Quarter .....................   $ .05
      .02  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 October 17, 2008 the closing
price of our common stock, as reported on the OTC was $0.0007. 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 and do not anticipate any dividends in
the future.  Recent Sales of Unregistered Securities No shares were
issued during the year ended July 31, 2008; however Options for 1,500,000 shares
were cancelled and warrants for 450,000 shares expired. 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
300,000 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.  Currently, we do not have the
funds to pay this note and it is possible the shares will be received by the
note holder as a result of a default on the note.   ITEM 6: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS  Forward Looking Statements This report
contains certain forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Shareholders are cautioned that all
forward-looking statements involve risks and uncertainty, including without
limitation, our ability to continue as a going concern. Although we believe the
assumptions underlying the forward-looking statements contained herein are
reasonable, any of the assumptions could be inaccurate, and therefore, there can
be no assurance that the forward-looking statements contained in the report will
prove to be accurate.  With the closing
of the asset sale to Betbrokers the Company has ceased all business operations.
 The Company currently has no means to pay existing debts or fund ongoing
obligations.  The Company is dependent on loans from its sole officer to
pay ongoing expenses such as audit cost.  It is unlikely our current
officer will be able to continue to pay ongoing costs and the Company may be
forced to cease all activity including our SEC reporting obligations and seek
bankruptcy protection or just dissolve.  It is likely investors in such
situation would receive nothing and the stock of the Company would cease to
trade on the Bulletin Board or other exchanges or markets.  Results
of Operations for the Year Ended July 31, 2008 Any discussion of
results of operations will not be relevant to a reader in analyzing either past
or future operations.  With the sale of all of the operating assets, 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.   Summary of Cash Flows for the Year ended July 31,
2008 Cash decreased
approximately $1,083 during the year ended July 31, 2008. With the termination
of operations in September 2007, the Company does not expect to receive any more
revenues and the only cash it will receive is loans or stock sales.  Operating Activities Net
cash used by operating activities increased from $519,418 in the year
ended July 31, 2007 to $715,864 in the year ended July 31, 2008.  The
primary reason was the discontinuation of operations in September
2007. Net income was the result of a gain on the sale of assets of $2,390,323,
though these proceeds were received as shares of stock, not cash. Without the
gain on sale of assets, we would have had a loss.  The stock received has
subsequently been written off.  Investing Activities Net cash provided
by investing activities increased to $780,810 cash provided during the year
ended July 31, 2008 from $28,195 cash used during the year ended July 31, 2007.
This increase provided in the year ended July 31, 2008 resulted from the sale of
30,492,666 shares of the Betbrokers stock received in the sale of assets.  Financing Activities Financing
activities used net cash of $66,029 during the year ended July 31, 2008 and
provided net cash of $344,468 during the year ended July 31, 2007, a net
decrease of $410,515.  Included in the amount for the year ended July 31,
2007, was $740,000 received on the issuance of notes payable. Included in the
amount for  the year ended July 31, 2008 was note issued for $785,339 offset
by payment of notes of $851,368.  Liquidity and Capital resources Our working
capital deficit as of July 31, 2008 was $1,501,399, as compared to $2,120,243 as
of July 31, 2007. The decrease in working capital deficit is the result of the
asset sale.  The Company is
experiencing significant liquidity issues. These liquidity issues include not
being able to pay ongoing expenses or past due notes and obligations. If the
Company is not able to obtain some liquidity, either from loans or from private
stock sales, the Company may be forced to cease all activity and seek bankruptcy
protection.  Additionally, the Company may be forced to stop all payments
to third parties which would force it to not be able to continue with its SEC
reporting obligations and result in being delisted from the OTC Bulletin
Board.  The inability to
pay ongoing operations may also result in defaults on loans which would result
in shares used as security on the loans being received by lenders.
 Currently, 502,500,000 shares of the Company are subject to security
interest for a note. If the Company defaults on this note, the holder of the
note would receive 502,500,000 shares of the Companys common stock which would
substantially dilute all current shareholders. These same note holders also hold
a security interest in our preferred stock which could result in additional
voting rights for the holders of the note if a default occurs. Currently, the
Company does not have the funds to pay this note and if default occurs, it will
cause substantial dilution to current shareholders and effectively give the
lender voting control over the Company. The lender would be able to control the
vote on any matters brought before shareholders and would be able to elect new
directors of the Company.  It is becoming
increasingly more difficult for the Company to maintain its corporate status and
SEC filing requirements. Combined with the potential default on notes, current
shareholders likely will be diluted with the issuance of additional shares and
with the decrease in the value of the Betbrokers stock, it is not likely that
current shareholders will receive any distributions from the Betbrokers stock.
 Additionally, the lack of liquidity may force the Company to cease all
activity resulting in the complete loss of shareholder value.  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.  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).  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, 2008 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  Page CONSOLIDATED
BALANCE SHEET
                                  11 CONSOLIDATED STATEMENTS OF OPERATIONS
                       12 CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT
             13 CONSOLIDATED STATEMENTS OF CASH FLOWS
                       14 NOTES TO THE FINANCIAL STATEMENTS
                           15      MOORE & ASSOCIATES, CHARTERED ACCOUNTANTS
AND ADVISORS PCAOB REGISTERED   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM   To
the Board of Directors W
Technologies, Inc.  We have
audited the accompanying consolidated balance sheet of W Technologies, Inc. as
of July 31, 2008, and the related consolidated statements of operations,
stockholders equity and cash flows for the years ended July 31, 2008 and July
31, 2007. These financial statements are the responsibility of the Companys
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.  We
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States).  Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of W Technologies, Inc. as of July 31,
2008, and the related consolidated statements of operations, stockholders
equity and cash flows for the years ended July 31, 2008 and July 31, 2007, in
conformity with accounting principles generally accepted in the United States of
America.  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has a loss from operations of $169,986 for the year
ended July 31, 2008, which raises substantial doubt about its ability to
continue as a going concern. Managements plans concerning these matters are
also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.  /s/ Moore & Associates, Chartered  Moore
& Associates Chartered Las
Vegas, Nevada October
29, 2008  2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702)
253-7499 Fax (702) 253-7501       W
TECHNOLOGIES, INC. CONSOLIDATED BALANCE SHEET JULY
31, 2008  ASSETSCurrent assets:Cash


$
          1,538Available for sale
securities


42,330Total
Current Assets


43,868Total assets


$
       43,868LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Current portion of long-term debt


$
      765,248Accounts payable  related
parties


382,968Accounts payable


397,051Total Current Liabilities


1,545,267Long-term debt


--Total liabilities


1,545,267Stockholders' deficit:Preferred stock - $0.0001 par value; 5,000,000 shares
authorized;
462,222 series A convertible 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
(Note 5)
63,240Additional paid in capital


27,821,123Treasury stock


(50,250)Unrealized loss in available for sale securities


(1,659,771)Accumulated deficit


(27,675,787)Total stockholders deficit


(1,501,399)Total liabilities and stockholders deficit


$
       43,868    The
accompanying notes are an integral part of the financial statements.   W TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS  Year ended
July 312008
2007Settlement income

$
    201,644
$
       74,243Non-cash financing (costs)

--
(10,000)Interest (expense), including amortization of debt
discount

(197,493)
(186,798)Interest (expense)  related parties

(55,718)
(23,082)Professional fees (expense)

(71,397)
--Other (expense)

(46,482)
--(Loss) from continuing operations

(169,986)
(145,637)Income (loss) from discontinued
operations, net of
tax

2,399,337
(1,052,867)Provision for income taxes

--
--Net income (loss)

$
 2,229,351
$
(1,198,504)Basic Income  (loss) per share of common stockContinuing
operations

$
0.00
$
 0.00Discontinued
operations

0.02
(0.01)Basic and diluted income (loss) per share
Of common stock

$
0.02
$
(0.01)Basic weighted shares of common stock outstanding

129,896,450
129,896,450Diluted weighted shares of common stock outstanding

129,896,450
129,896,450  The
accompanying notes are an integral part of the financial statements.        W TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
For the Years Ended July 31,2008  Series
AConvert
i
blePreferred
Stock
Common
Shares




TotalNo.
of

No.
of

Paid-in
Treasury
Stock
Unrealized loss in available for sale securities
Accumulated
StockholdersShares
$
Shares
$
Capital
$
$
Deficit
DeficitBalance  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)  Net income (loss) for the twelve months ended July 31,
2008

--
--
--
--
--
--
--
2,229,351
2,229,351Unrealized (loss) in available for sale securities

--
--
--
--
--
--
(1,659,771)
--
(1,659,771)Balance  July  31, 2008

462,222
$
 46
632,396,450
$63,240
$27,821,123
($50,250)
($
1,659,771)
($
27,675,787)
($1,501,399)   The
accompanying notes are an integral part of the financial information.        W TECHNOLOGIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS For
the Years Ended July 31,  2008

2007Operating activities:Net income (loss)



$
    2,229,351

$
 (1,198,504)Adjustments to reconcile net (loss) to net cash used in
operations:Gain on sale of
operations



(2,390,323)

--Interest expense  issuance of
common stock



--

10,000Interest expense 
amortization of debt discount



9,816

39,210Settlement income



(201,644)

--Amortization of deferred
financial fees



53,413

--Increase (decrease) in:Accounts payable



(109,282)

--Notes payable  related
parties



--

193,718Cash used in discontinued operations



(307,195)

436,156Total adjustments



(2,945,215)

679,086Total cash (used in) provided by operating activities



(715,864)

(519,418)Investing activities:Sale of available for
sale securities



780,810

--Cash used in discontinued
operations



--

(28.195)Total cash provided by (used in) investing activities



780,810

(28,195)Financing activities:Issuance of notes
payable



--

740,000Issuance of short-term
debt & lease obligations



785,339

--Payments on long-term
debt and lease obligations



(851,368)

(395,514)Total cash (used in) provided by financing activities



(66,029)

344,486Net (decrease) in cash



(1,083)

(203,127)Cash  beginning of  periods



2,621

205,748Cash - end of  periods



$
           1,538

$
          2,621Supplemental disclosures:Cash paid for income
taxes



$
                 0

$
                0Cash paid for
interest



$
         83,644

$
     168,571  The accompanying
notes are an integral part of the financial statements.  W TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS  [1] ORGANIZATION
AND CHANGES IN CONTROL OF COMPANY  W Technologies,
Inc. and subsidiary, 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 EDGE 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
traded 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.  Betbrokers stock is no
longer traded on the AIM.  [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 -  The total
revenues from discontinued operations during the year ended July 31, 2008 and
2007 were $ 1,122,098 and $5,863,137 respectively. These amounts include the
recognition of all revenue that had previously been deferred as of the date of
the sale of operations on September 26, 2007.   OPERATING COSTS
AND EXPENSES -  All costs of
continuing activities, principally interest, professional fees and other
expenses have been 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, 2008, the Company did not
have any cash equivalents. Cash is deposited in federally insured bank
accounts.  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 income (loss) available to common stockholders by the weighted-average
number of common shares outstanding during the period.  In the Company's
present position diluted income (loss) per share is the same as basic income
(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, 2008
and the year ended July 31, 2007 the number of common stock equivalents excluded
from the calculation, because they were anti-dilutive, was 19,041,787 and
20,991,787, 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).  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.  SUPPLEMENTAL
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES -  For the twelve
months ended July 31, 2008 and 2007, the Company paid $0 for taxes and $83,644
for interest and $0 for taxes and $168,571 for interest, respectively. The
Company issued stock and warrants in payment for professional services and
settlement costs. For the twelve months ended July 31, 2008 and 2007, the
Company issued 0 shares of common stock and 1,500,000shares of common stock,
respectively, for services.  [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,  2008, the Company has a loss from operations of $169,986, a
working capital deficiency of $1,501,399 and an accumulated deficit of
$27,675,787.  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 Sports Edge, 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
formerly traded 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
currently has no means to pay existing debts or fund ongoing obligations.
 The Company is dependent on loans from its sole officer to pay ongoing
expenses such as audit cost.  It is unlikely our current officer will be
able to continue to pay ongoing costs and the Company may be forced to cease all
activity including our SEC reporting obligations and seek bankruptcy protection
or just dissolve.  It is likely investors in such situation would receive
nothing and the stock of the Company would cease to trade on the Bulletin Board
or other exchanges or markets.    [4]
CONCENTRATIONS OF CREDIT RISKS  The Company
places its cash with high credit quality institutions to limit its credit
exposure.  At July 31, 2008 the Company had no funds in excess of insured
limits at financial institutions.   [5] CURRENT
PORTION LONG-TERM DEBT  Current portion
long-term debt is as follows: July 31,
2008Convertible
note (20%)
$146,728Convertible
note (18%)
538,520Other notes
(12  18%)
80,000Total
current portion long-term debt
$765,248  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 its 502,500,000 treasury
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 maturity for nine months, and secured the loan with 10,000,000
shares of Betbrokers stock in the name of W Technologies to be used in the event
of default. At April 1, 2008 this note was renewed with a due date of November
7, 2008. At the same time the $28,750 remaining principal balance of a note to a
private investor was included in this note. Also included in this note was all
accrued interest for both notes as of April 1, 2008, and the note holders legal
costs. As of July 31, 2008 the outstanding balance on the note was $538,520.
This note is in default. As part of the note, the Company agreed to pledge
21,115,436 shares of Betbrokers PLC stock to secure the note. The pledged  Betbrokers stock represents almost all of the shares of
Betbrokers still held by the Company.  In June 2007 the
Company received a loan in the amount of $25,000 from Director Roger L.
Harrison. This loan has a due date of August 31, 2007, the principal and accrued
interest of $ 5,078 are in default. Harrison has not sought repayment or
restructuring of this amount.  On September 26,
2007 the Company amended the existing Laurus Master Fund, Ltd note to extend the
term for 11 months and to change the interest rate from 13% to 20%. As of July
31, 2008 the outstanding balance on the note was $146,728, and is in
default.  During the year
ended July 31, 2007 the Company received two loans from J. Wright totalling
$60,000 at an interest rate of 12%, due July 31, 2007. In connection with the
sale of assets to Betbrokers the principal amount of the Wright note was
increased to $65,000 and the interest rate changed to 18%. The due date of the
new loan was extended to June 30, 2008. Additionally, 1,250,000 shares of
Betbrokers stock in the name of W Technologies was pledged as collateral in the
event of default. As of July 31, 2008 the outstanding balance on the note was
$55,000 and is currently in default.  [6] ACCOUNTS
PAYABLE RELATED PARTIES  Related party
accounts payable are as follows: July 31,
2008Interest
payable
$
252,615Accounts
payable - officer
130,353Total
related party accounts payable
$
382,968  The $252,615
interest is due on demand to Newmarket Investments, Plc, an entity which is
associated with a former director of the Company.  [6] ACCOUNTS
PAYABLE  July 31,
2008Trade
payables
$
 84,267Accrued
interest
68,505Accrued
payroll
244,279Total
accounts payable
$
397,051  [7] STOCKHOLDERS'
DEFICIT  During the years
ended July 31, 2008 and 2007 the following securities activity occurred:  COMMON STOCK AND
WARRANTS   No shares were
issued during the year ended July 31, 2008, however Options for 1,500,000 shares
were cancelled and warrants for 450,000 shares expired. 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
300,000 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.  Currently, we do not
have the funds to pay this note and it is possible the shares will be received
by the note holder as a result of a default on the note.  OPTIONS  At July
31, 2008 there were no options outstanding.  WARRANTS  At
July 31, 2008 the Company had 4,449,667 warrants outstanding to individuals at
exercise prices of $0.02 to $0.46.  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 4,622,220 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.  CONVERTIBLE
DEBENTURES - At July 31, 2008 and July 31, 2007 the Company had a total of
9,969,900 shares underlying its outstanding convertible debentures.  OPTIONS AND
WARRANTS AT JULY 31, 2008  STOCK OPTIONS
                                   Weighted-Average Shares
       Exercise Price  Outstanding at
July 31, 2006           
      -0-       $
   -0- Granted
                              
  1,500,000         
 0.02 Exercised                              
      -0-
           -0- Cancelled
                            
   -0-
        -0-   OUTSTANDING AT
JULY 31, 2007
            1,500,000
      $   0.02   Granted
                                       -0-         
  -0- Exercised                                      -0-
           -0- Cancelled
                                1,500,000
          0.02 =========
         =====  EXERCISABLE AT
JULY 31, 2008
                  -0-
      $    -0- =========
         =====   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, 2006
           16,085,933
    $   .08   Granted
                                   300,000
       .02 Exercised
                             (10,000,000)
      .01 Cancelled                              (
1,486,266)       .08 OUTSTANDING AT
JULY 31,
2007             4,899,667
     $ .03  EXERCISABLE AT
JULY 31,
2007             4,899,667
     $ .03  Cancelled                                (
450,000)       .50   OUTSTANDING AT JULY 31, 2008 4,449,667 $ .11        The following
table summarizes information about warrants at July 31, 2008:  Weighted-Average
Outstanding and Exercisable Warrants  Remaining
     Weighted-Average   Weighted-Average Exercise
Prices        Warrants
      Contractual Life
   Exercise Price  $0.02 - $ .46
         4,449,667
          1 years
            $0.11  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.  During the year
ended July 31, 2008 the Company had a total of 9,969,900 shares underlying its
convertible debentures that were cancelled at the time of the sale of the
operations.   [8]
PROVISION FOR INCOME TAXES  At July 31, 2008,
the Company had generated tax operating losses (assuming all operating loss
carry-forwards will be available) that total approximately $14,000,000. Such
loss carry-forwards will expire at various dates through 2028. At July 31, 2008,
based on the amount of operating loss carry-forwards, the Company would have had
a deferred tax asset of approximately $5,800,000.  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
$5,800,000 has been established.  This allowance includes an increase of
$1,300,000 related to operations during the year ended July 31, 2008.
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, 2008, the Company would have a deferred tax asset of approximately
$77,000 from these acquired losses. 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.  [9] NEW
AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS  In May 2008, the
Financial Accounting Standards Board (FASB) issued SFAS No. 163, Accounting
for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement
No. 60.  SFAS No. 163 clarifies how Statement 60 applies to  financial guarantee insurance contracts, including the recognition
and measurement of  premium revenue and claims liabilities. This statement
also requires expanded disclosures about financial guarantee insurance
contracts. SFAS No. 163 is effective for fiscal years beginning on or after
December 15, 2008, and interim periods within those years. SFAS No. 163 has no
effect on the Companys financial position, statements of operations, or cash
flows at this time.  In May 2008, the
Financial Accounting Standards Board (FASB) issued SFAS No. 162, The
Hierarchy of Generally Accepted Accounting Principles.  SFAS No. 162 sets
forth the level of authority to a given accounting pronouncement or document by
category. Where there might be conflicting guidance between two categories, the
more authoritative category will prevail. SFAS No. 162 will become effective 60
days after the SEC approves the PCAOBs amendments to AU Section 411 of the
AICPA Professional Standards. SFAS No. 162 has no effect on the Companys
financial position, statements of operations, or cash flows at this time.  In March 2008,
the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activitiesan amendment of
FASB Statement No. 133.  This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entitys financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.   [10] LEGAL
MATTERS  In the normal
course of business, the Company is exposed to a number of asserted and
unasserted potential claims.   [11] 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.  [12] SUBSEQUENT
EVENT  On August 22,
2008 Betbrokers LTD was placed into administration and trading of its shares has
been temporarily suspended. This would mean that Betbrokers stock being held by
the Company could have no value. This would also mean that the Company will not
be able to settle debts through the liquidation of this stock. Therefore, the
Company may be forced to cease all activity and seek bankruptcy  protection or lose control of the Company to debt holders.
Additionally, the Company may be forced to stop all payments to third parties
which would force it to discontinue its SEC reporting obligations and result in
it being delisted from the OTC Bulletin Board.  ITEM 8:
 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE  The Company
changed its independent registered public accounting firm, from Moore Stephens,
P.C. (MSPC) to Moore and Associates, Chartered Accountants and Advisors
(Moore and Associates) effective February 25, 2008. This change was made
solely in an effort to reduce our overall cost given our limited resources.  There had been no
disagreements with MSPC on any matter of accounting principles or practices,
financial statement disclosures, or auditing scope or procedure, which, if not
resolved to the satisfaction of MSPC, would have caused MSPC to make reference
to the subject matter in connection with their audit reports on the Companys
consolidated financial statements as of and for the years ended July 31, 2007
and July 31, 2006. In addition, there were no reportable events, as listed in
Item 304(a)(1)(iv) of Regulation S-B.  ITEM 8A:
 CONTROLS AND PROCEDURES  Evaluation of Disclosure Controls We evaluated the
effectiveness of our disclosure controls and procedures as of the end of the
2008 fiscal year.  This evaluation was conducted with the participation of
our chief executive officer and principal accounting officer.  Disclosure
controls are controls and other procedures that are designed to ensure that
information that we are required to be disclosed in the reports we file pursuant
to the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported.  Limitations on the Effective of Controls Our management
does not expect that our disclosure controls or our internal controls over
financial reporting will prevent all error and fraud.  A control system, no
matter how well conceived and operated, can provide only reasonable, but no
absolute, assurance that the objectives of a control system are met.
 Further, any control system reflects limitations on resources, and the
benefits of a control system must be considered relative to its costs.
 These limitations also include the realities that judgments in
decision-making can be faulty and that breakdowns can occur because of simple
error or mistake.  Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more people or by
management override of a control.  A design of a control system is also
based upon certain assumptions about potential future conditions; over time,
controls may become inadequate because of changes in conditions, or the degree
of compliance with the policies or procedures may deteriorate.  Because of
the inherent limitations in a cost-effective control system, misstatements due
to error or fraud may occur and may not be detected.  Conclusions Based upon their
evaluation of our controls, the chief executive officer and principal accounting
officer have concluded that, subject to the limitations noted above, the
disclosure controls are effective providing reasonable assurance that material
information relating to us is made known to management on a timely basis during
the period when our reports are being prepared.  There were no changes in
our internal controls that occurred during the quarter covered by this report
that have materially affected, or are reasonably likely to materially affect our
internal controls.  (a) Evaluation
of disclosure controls and procedures     Since the Company
sold its assets in September 2008, the Company has essentially been insolvent,
with minimal operations and no revenues.  As a result, we have not had the
financial resources to employ a full accounting staff or maintain segregation of
duties with our CEO also serving as our Principal Accounting Officer.  The management of
the Company is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rule 13a-15(f) of
the Securities Exchange Act of 1934, as amended (the Exchange Act).  The Company's
Chief Executive Officer (acting also as the principal financial and accounting
officer) has not evaluated the effectiveness of the design and operation of the
Companys disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) as of the end of the period covered by this
Report based upon the framework in Internal Control  Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.  A material
weakness is a control deficiency (within the meaning of the Public Company
Accounting Oversight Board (PCAOB) Auditing Standard No. 2) or combination of
control deficiencies, such that there is a reasonable possibility that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.  The matters involving internal controls and
procedures that the Company's management considered to be material weaknesses
under the standards of the Public Company Accounting Oversight Board were: (1)
lack of accounting personnel resources to provide reasonable assurance that
transactions are recorded as necessary to permit the timely and accurately
preparation of financial statements in accordance with generally accepted
accounting principles; (2) inadequate segregation of duties consistent with
control objectives due to our small size and limited resources and (3) absence
of a quarterly or annual financial closing checklist to ensure that all items
had been considered for inclusion in our quarterly and annual financial
statements.  The aforementioned material weaknesses were identified by the
Company's Chief Executive Officer in connection with the audit of our financial
statements for the years ended July 31, 2008.  In light of the material
weaknesses described above, we performed additional analyses and other
post-closing procedures and engaged a consultant to ensure our financial
statements were prepared in accordance with generally accepted accounting
principles. Accordingly, we believe that the consolidated financial statements
included in this report fairly present, in all material respects, our financial
condition, results of operations and cash flows for the periods presented.  This annual
report does not include an attestation report of the Company's registered
accounting firm regarding internal control over financial reporting.
Management's report is not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission  (b) Changes in
internal controls  Other than
described above, there were no changes in our internal controls over financial
reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred
during our last fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.  ITEM 8B:  OTHER INFORMATION None.  PART
III   ITEM
9:   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
    CORPORATEGOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF
THE EXCHANGE ACT  DIRECTORS AND EXECUTIVE OFFICERS Our executive
officers and directors and their respective ages as of the date of this annual
report are as follows:  Directors and
Executive Officer:  Name of Director
             Age Title  Wayne Allyn Root
             46 Director, Chief Executive Officer, and Principal Accounting
Officer  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.  Our Board of
Directors held four (4) meetings during the fiscal year ended July 31, 2008.
 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.  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. Committees of the Board of Directors With only one director we have no standing committees.  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.  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.  ITEM 10:
 EXECUTIVE COMPENSATION  The following summary
compensation table sets forth information regarding the executive compensation
for the Companys CEO and President during the fiscal years ended July 31, 2008
and July 31, 2007 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
Incentive
Plan
Comp
All Other
Comp
TotalWayne Allyn
Root, Chairman & CEO
2008
2007
0
$175,000
$41,835
$334,628
0
0
0
0
0
0
0
0
$41,835
$509,628Douglas R.
Miller, President
2008
2007
0
$195,000
0
0
0
0
0
0
0
0
0
0
0
$195,000  Option Grants The Company has
not issued any options to the employees listed above during the prior two fiscal
years.  Employment Agreement As part of the
asset sale to Betbrokers, Mr. Root has entered into an employment agreement with
Betbrokers and his employment 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, 2008, no options were outstanding.  During the fiscal year ended July 31, 2007, the Company granted
1,500,000 options. These options were cancelled during the year ended July 31,
2008. 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
                          None
                 N/A
               None  Equity compensation plans not approved by security holders
                 None
                 N/A
               None  Total
                            None
                 N/A
               None  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 October 17, 2008, 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 128,896,450 shares outstanding and has not included the
502,500,000 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. Name and
Address of
Beneficial owner (1)
Amount of
Beneficial Ownership

Percentage
of classWayne Allyn
Root
15,178,148
(2)
11.3%All
officers and directors
as a group
15,178,148

11.3%  (1)  Unless otherwise noted, the address for each named
beneficial owner is 5052 South Jones Blvd., Las Vegas, Nevada 89188.  (2)  Does include 462,222 preferred shares that can be
converted to 4,622,220 shares of common stock.   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, 2008, the Company had
an outstanding balance of interest totaling $252,615. 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.  The Company has a convertible debenture, originally in the amount
of $600,000. The outstanding balance as of July 31, 2008, is approximately
$146,728. 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
July 31, 2008 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 the due date of this note was
extended to July 31, 2008, and the note is in default.  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. As part of the asset sale dated
September 26, 2007 the due date of
this note was extended to November 7, 2008.  The Company does not have the
funds to pay this Note.  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 and is in default.  ITEM 13:
 EXHIBITS  The following
exhibits are filed as part of this report:  Exhibit Number Title of Document   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)  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)  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)  10.36 Amendment
Agreement-Inutrition, Inc. (14)  10.37 Pledge
and Security Agreement-Inutrition, Inc. (14)  10.38 Promissory
Note-Inutrition, Inc. (14)    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   (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.  (14) Incorporated by reference to the Registrants form 8-K dated April
21, 2008.  ITEM 14:  PRINCIPAL
ACCOUNTANT FEES AND SERVICES  Our principal
accountants, Moore & Associates, Chartered Accountants and Advisors, billed
the following fees for the services indicated:  Fiscal year
ended
July 31,
2008Audit fees

$ 5,000Audit-related fees

NilTax fees

NilAll other fees

Nil  Audit fees
consist of fees related to professional services rendered in connection with the
audit of our annual financial statements.  All other fees relate to
professional services rendered in connection with the review of the quarterly
financial statements.   Our policy is to pre-approve all audit and permissible non-audit
services performed by the independent accountants.  These services may
include audit services, audit-related services, tax services and other services.
 Under our audit committees policy, pre-approval is generally provided for
particular services or categories of services, including planned services,
project based services and routine consultations.  In addition, the audit
committee may also pre-approve particular services on a case-by-case basis.
 Our audit committee approved all services that our independent accountants
provided to us in the past two fiscal years.     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 October
24, 2008.  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 October 24,
2008 and in the capacities indicated.   /s/ Wayne Allyn
Root --------------------------------------------------- Wayne Allyn Root,
Chairman, Chief Executive Officer (Principal
Executive Officer)