UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM
10-KSB/A Amendment No. 1  (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 ?  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 ?      This
amendment amends only the exhibit list were exhibit 10.39 the Companys
agreement with Newmark was inadvertently left out.   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)         10.39      Agreement with Newmark   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.  (15)
 Included in this Filing.    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
14, 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 November
14, 2008 and in the capacities indicated.   /s/ Wayne Allyn
Root --------------------------------------------------- Wayne Allyn Root,
Chairman, Chief Executive Officer (Principal
Executive Officer)    3