W Technologies, Inc. (a Delaware Corporation)

Transcription

1 QUARTERLY INFORMATION DISCLOSURE October 31, 2016 W Technologies, Inc. (a Delaware Corporation) TRADING SYMBOL: WTCG CUSIP NUMBER: 92934S 403 ISSUER S EQUITY SECURITIES: Voting Common Stock, $ par value TRANSFER AGENT: Colonial Stock Transfer Company, Inc. 66 Exchange Place, Suite 100 Salt Lake City, UT Tel: Fax:

2 W TECHNOLOGIES, INC. October 31, 2016 Information required for compliance with the provisions of the OTC Markets, Inc., OTC Pink Disclosure Guidelines (Version /25/13) Because we want to provide more meaningful and useful information, this Disclosure Statement contains certain forward-looking statements (as such term is defined in Section 21E of the Securities Exchange Act of 1934, as amended). These statements reflect our current expectations regarding our possible future results of operations, performance, and achievements. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, regulation of the Securities and Exchange Commission, and common law. Wherever possible, we have tried to identify these forward-looking statements by using words such as anticipate, believe, estimate, expect, plan, intend, and similar expressions. These statements reflect our current beliefs and are based on information currently available to us. Accordingly, these statements are subject to certain risks, uncertainties, and contingencies, which could cause our actual results, performance, or achievements to differ materially from those expressed in, or implied by, such statements. We have no obligation to update or revise any such forward-looking statements that may be made to reflect events or circumstances after the date of this Disclosure Statement. Item 1. The exact name of the Issuer and its predecessors (if any). The exact name of the Issuer is W Technologies, Inc. We were originally incorporated in Nevada in We reincorporated in Massachusetts in 1987 and reincorporated in Delaware in May 16, 1996 as IMSCO Technologies, Inc. Effective August 27, 2001, we changed our name to Global Sports & Entertainment, Inc. August 22, 2002, we changed our name to GWIN, Inc. Effective September 22, 2006 the Company changed its name to Winning Edge International, Inc. Finally, on October 2, 2007, we changed our name to W Technologies, Inc. Other than listed above, the corporation has used no other names in the past five years. Item 2. Address of the Issuer's Principal Executive Offices Company Headquarters: 5122 Bolsa Avenue Suite 109 Huntington Beach, CA The telephone number is (702)

3 IR Contact: Ronald Costa 5122 Bolsa Avenue Suite 109 Huntington Beach, CA The telephone number is (702) Item 3. Security Information. Trading Symbol: WTCG Exact Title and Class of Securities Outstanding: Common Stock CUSIP: 92934S403 Par or Stated Value: $ Total Shares Authorized: 750,000,000 Total Shares Outstanding: 2,805,016 (post-split that was effectuated on March 12, 2015) Transfer Agent: Colonial Stock Transfer Company, Inc. 66 Exchange Place, Suite 100 Salt Lake City, UT Tel: Fax: Is the Transfer Agent registered under the Exchange Act: Yes [X] No [ ] List any restrictions on the transfer of securities: Other than 2,766,435 shares of its common stock that are free-trading, all other shares are restricted and subject to Rule 144. Describe any trading suspension orders issued by the SEC in the past 12 months: None List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months: On May 23, 2013, the Company effectuated a 1-for-5,000 reverse split of its common stock. On March 12, 2015, the Company effectuated a 1-for-1,000 reverse split of its common stock. Item 4. Issuance History (All numbers of shares of Common Stock listed below are pre-split which was effective on May 23, 2013) 1. As a result of the acquisition of the Mobile Marketing assets from Ronald Costa on March 15, 2011, Mr. Costa became the holder of 25,000,000 restricted shares of the Company's common stock which represented 39.8% of the issued and outstanding shares of the Company's common stock as of March 15, In addition, Mr. Costa was issued

4 25,000,000 restricted shares of a new Series E convertible preferred stock which, will be entitled to vote 100,000,000 shares. 2. On April 25, 2012, the Company issued 100,000,000 restricted shares of its common stock to AdMedia Partners, LLC pursuant to a joint venture with AdMedia Group, Inc. 3. On June 15, 2012, the Company issued 150,000,000 restricted shares of its common stock to E home Leaders for exclusive software license rights. 4. During the fiscal year ended July 31, 2012, the Company issued 43,250,000 restricted shares of its common stock as payment on a convertible promissory 5. In November 2012, the Company issued 32,000,000 restricted shares of its common stock as payment on a convertible promissory 6. In March 2013, the Company issued 40,000,000 restricted shares of its common stock as payment on a convertible promissory (All numbers of shares of Common Stock listed below are post-split which was effective on May 23, 2013) 7. On July 22, 2013, the Company issued 15,000,000 restricted shares for the acquisition of AdMedia Group, Inc. 8. On July 23, 2013, the Company issued an aggregate of 7,000,000 restricted shares to its officers for services. 9. During the quarter ended October 31, 2013, the Company issued an aggregate of 4,500,000 restricted shares of its common stock as payment on a convertible promissory 10. During the quarter ended January 31, 2014, the Company issued an aggregate of 2,500,000 restricted shares of its common stock as payment on a convertible promissory 11. During the quarter ended April 30, 2014, the Company issued an aggregate of 5,250,000 restricted shares of its common stock as payment on a convertible promissory 12. During the quarter ended July 31, 2014, the Company issued an aggregate of 10,300,000 restricted shares of its common stock as payment on a convertible promissory 13. During the quarter ended October 31, 2014, the Company issued a net aggregate of 93,979,329 restricted shares of its common stock as payment on a convertible promissory

5 (All numbers of shares of Common Stock listed below are post-split which was effective on March 12, 2015) 14. During the quarter ended January 31, 2015, the Company issued a net aggregate of 1,067,467 restricted shares of its common stock as payment on a convertible promissory 15. During the quarter ended July 31, 2015, the Company issued a net aggregate of 545,679 restricted shares of its common stock as payment on a convertible promissory 16. During the quarter ended October 31, 2015, the Company issued a net aggregate of 1,037,998 restricted shares of its common stock as payment on a convertible promissory Item 5. Financial Statements The financial statements for the three months ended January 31, 2016 are being posted to OTC Markets as a Quarterly Report contemporaneously with the Disclosure Statement. Item 6. Describe the Issuer's Business, Products and Services. A. Description of the Issuer's Business Operations: W Technologies, Inc. is a diversified holding company with the mission to develop, manage and finance emerging companies. W Tech will be involved in the development of new social media and digital advertising technologies, on-line shopping and payment solutions, new environmentally-safe oil and gas recovery technologies, new clean water technologies, financial services involving residential and commercial real estate and other emerging markets. The Company expects to bring a paradigm shift in the use of these new technologies in the respective business sectors and to develop new methods to finance its affiliated companies. Through its subsidiaries and affiliates with their experienced personnel, W Tech will seek to grow through acquisitions, joint marketing arrangements and organic growth in emerging markets. The Company presently has two subsidiaries, both of which operate in our Social and Digital Media Advertising Division. We also have several joint venture agreements in a variety of fields. One of our subsidiaries is SoMo Technologies, Inc. which includes the GottaGoText, G2GText and G2GGolf social media advertising operations, which feature mobile rewards related advertising technology via text messaging. Mobile device and text message advertising company G2GText and GottaGoText's mobile loyalty rewards programs provide the industry's first real mobile marketing solution. Services offered allow businesses to create their own mobile rewards programs. By leveraging QR codes and mobile keyword technologies, GottaGoText and G2GText offer a more realistic alternative to paper or plastic rewards cards and works directly on mobile phones to increase convenience and encourage repeat purchasing for business customers. G2GGolf features the mobile device marketing services and mobile rewards programs designed specifically

6 to increase golfer loyalty for golf courses. AdMedia Group, Inc. ( AdMedia ) is engaged in the digital advertising distribution market. It has implemented a unique advertising delivery system, through the placement of its systems in locations with high-traffic viewership, tested response recognition rates and interaction with multiple advertisers. The advertising is displayed on the borders of a commercial grade 1080p HD LCD s television designed specifically for digital advertising. The television displays are connected to a Company server and the advertising is controlled by AdMedia. AdMedia sells advertising to numerous businesses offering a variety of products and services. The revenues from the advertisements are shared by AdMedia and the location owner, such as bars, restaurants, and retail establishments. Digital Signage is one of the fastest growing components of the technology sector. In 2004, there was virtually no industry or revenue for digital signage. The sector has rapidly grown to more than $6.97 Billion in It is projected to continue to grow at more than 20% annually for the foreseeable future. We have a Joint Venture arrangement with Pure Oil Recovery, Inc., a Huntington Beach, CA - based company ( which provides oil clean-up, removal and recovery services to the oil and gas industry. Pure Oil Recovery, Inc. offers the petroleum industry a cost effective means to clean-up, remove, recover and separate the worst of oil sludge problems associated with oil storage tanks, pits, sumps, vessels and barges, as well as oil spill clean-ups. Their unique chemicals are completely non-toxic, non-flammable and environmentally-safe. When their proprietary chemistry is combined with state-of-the-art, robotic equipment custom-built by its manufacturing affiliate, Pure Oil Recovery offers the petroleum industry with the best solutions to oil clean-up problems. Our business model is to be a research and acquisition hub, focused on building and acquiring cash-flowing assets in areas that have both an identified technological advantage and a substantial market opportunity with a significant market. On July 21, 2015, the Company entered into a License Agreement with Mr. Serge Mersilian whereby the Company was granted an exclusive, non-transferable, non-assignable license to use, develop, enhance, exploit and commercialize the technology relating to a unique method of the extraction of ethanol bio-fuel specific to sorghum grass. The License Agreement has a term of twenty-five years and also includes a right of first refusal for the Company to purchase the technology during the first ten years of the term of the agreement. The technology, which has been in development over the past few years, has not yet been patented and Mr. Mersilian and the Company have not yet determined whether the technology would be eligible for a process patent. The technology is currently being utilized at a project in Madagascar. Coincident with the License Agreement, there was a change of control of the Company whereby Ronald Costa, President and Chairman of the Board of the Company sold 25,000,000 shares of Series E Convertible Preferred Stock of the Company to the C.H. Mornas Foundation. The Certificate of Designations for the Series E Convertible Preferred Stock provides for super-voting control of the Company s voting shares of common and preferred stock.

7 In December 2016, the License Agreement was terminated by mutual agreement of the parties. B. Date and State (or jurisdiction) of Incorporation: W Technologies, Inc., is a Delaware corporation. We were originally incorporated in Nevada in We reincorporated in Massachusetts in 1987 and reincorporated in Delaware in May 16, 1996 as IMSCO Technologies, Inc. Effective August 27, 2001, we changed our name to Global Sports & Entertainment, Inc. August 22, 2002, we changed our name to GWIN, Inc. Effective September 22, 2006 the Company changed its name to Winning Edge International, Inc. Finally, on October 2, 2007, we changed our name to W Technologies, Inc. C. The Issuer s Primary and Secondary SIC Codes: 7311 Services Advertising 7380 Services Miscellaneous Business Services D. The Issuer's Fiscal Year End Date: The Issuer's fiscal year end is July 31. E. Principal products or services, and their markets; Reference is made to Item 6A, above. Item 7. Describe the Issuer's Facilities At present, one of our officers provides us with office space at no cost to the Company. We believe that this arrangement is adequate and suitable for our current needs. However, when expansion of our business demands increased office space, there are considerable office facilities available in the greater Orange County, California area in which we are presently located. Item 8. Officers, Directors and Control Persons A. Officers and Directors and Control Persons. Provide the full names, business addresses, and number of securities (specify each class) beneficially owned by each person as of October 31, Executive Officers Other Common Pref'd E Name (1) Position Affiliations Shares_ (2) Shares Ronald Costa President/Secretary None 5, and CFO

8 Directors Common Pref'd E Name (1) Position Shares _ (2) Shares Ronald Costa Chairman 5, Serge Mersilian Director Control Person (shareholders holding more than 10% of any class) Name Shares Class (3) Percentage Ownership SafeNest 120,000 Preferred A 100% Temporary Assistance for Domestic Crisis, Inc West Charleston Suite 12 Las Vegas, NV C.H. Mornas Foundation (4) 25,000,000 Preferred E 100% (1) The business address is: 5122 Bolsa Avenue, Suite 109, Huntington Beach, CA (2) Common shares reflect 1-for-1,000 reverse split effective March 12, (3) No person held more than 10% of the issued and outstanding shares of Common Stock. (4) The address is 24 Tusculum Heights, West Bay Street, Nassau, Bahamas CB B. Legal/Disciplinary History. Please identify whether any of the foregoing persons have in the last five years, been the subject of: 1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses); None of the foregoing persons have been the subject of a conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding. 2. The entry of an order, judgment, or decree not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such a person s involvement in any type of business, securities, commodities, or banking activities; None of the foregoing persons have been the subject of any order, judgment, or decree, that permanently or temporarily enjoined, barred, suspended or otherwise limited such a person s involvement in any type of business, securities, commodities, or banking activities 3. A finding or judgment by a court of competent jurisdiction (in a civil action), the SEC, the CFTC, or a state securities regulator of a violation of federal or state

9 securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; None of the foregoing persons have been the subject of any finding or judgment by a court of competent jurisdiction (in a civil action), the SEC, the CFTC, or a state securities regulator of a violation of federal or state securities or commodities law. 4. The entry of an order by a self-regulatory organization that permanently or temporarily barred suspended or otherwise limited such person s involvement in any type of business or securities activities. None of the foregoing persons have been the subject of any order by a self-regulatory organization that permanently or temporarily barred, suspended or otherwise limited such person s involvement in any type of business or securities activities. C. Beneficial Shareholders. To the extent not otherwise disclosed in response to the foregoing, provide a list of the names, addresses and shareholdings of all persons holding more than ten percent (10%) of any class of the issuer s equity securities. SEE PART A, ITEM 8, ABOVE. If any of the beneficial shareholders are corporate shareholders, provide the name and address of person(s) owning or controlling such corporate shareholders and the resident agents of the corporate shareholders. There is no information regarding the person(s) owning or controlling such corporate shareholders known to the Issuer, except as follows: Safe Nest Temporary Assistance for Domestic Crisis, Inc. is a Nevada non-profit organization. The resident agent for Safe Nest Temporary Assistance for Domestic Crisis, Inc. is Estelle M. Murphy. This organization acquired the Series A Preferred Stock of the Company as a result of a charitable donation of the stock by our former Chief Executive Officer, Wayne Allyn Root. C.H. Mornas Foundation is a Bahamian corporation. The President and resident agent is Theo Moss. Item 9. Please provide the name, address, telephone number, and address of each of the following outside providers that advise the issuer on matters relating to operations, business development and disclosure: Legal Counsel; Robert Huston III Attorney at Law P.O. Box 235

10 Corona del Mar, CA (949) Accountant or Auditor: None Investor Relations Consultant: None Other Advisor: Any other advisor(s) that assisted, advised, prepared or provided information with respect to this disclosure documentation. None Schedule of Exhibits Exhibit No. Description of Exhibit 5.1 Financial Statements of W Technologies, Inc. for the three months ended October 31, 2016 are being posted to OTC Markets, Inc. contemporaneously with this Disclosure Statement.

11 Item 10. Issuer Certification I, Ronald Costa, President of W Technologies, Inc., hereby certify that: 1. I have reviewed the Issuer s Quarterly Information Disclosure of W Technologies, Inc. for the period ended October 31, Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer as, and for, the periods presented in this Issuer s Quarterly Disclosure Statement. Date: December 22, 2016 /s/ Ronald Costa Ronald Costa, President