Alpaca Enterprises Ltd.

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

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Wayne Allyn Root, Chairman, Chief Executive Officer

(Principal Executive Officer)