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| CIK | 924396 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to OpenLocker Holdings, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 28, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF OPENLOCKER HOLDINGS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware OPENLOCKER HOLDINGS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), hereby certifies as follows: 1. The name of the corporation is OpenL |
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| August 28, 2025 |
OpenLocker Holdings, Inc. Changes Corporate Name to Crisp Momentum Inc. Exhibit 99.1 FOR IMMEDIATE RELEASE OpenLocker Holdings, Inc. Changes Corporate Name to Crisp Momentum Inc. New York, NY – August 28, 2025 – Crisp Momentum Inc. (OTCID: CRSF) (the “Company”) today announced that it has changed its name from OpenLocker Holdings, Inc. to Crisp Momentum Inc., with an effective date of August 28, 2025. In connection with the corporate name change, the Company’s Common |
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| August 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2025 Crisp Momentum Inc. |
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| July 15, 2025 |
Exhibit 10.2 MANAGEMENT SERVICES AGREEMENT This Management Agreement (“Agreement”) is entered into as of July 15, 2025 (the “Effective Date”), by and between: OpenLocker Holdings, Inc., a corporation incorporated under the laws of the State of Delaware, USA, having its palace of business at 625 N. Flagler Drive, Suite 600, West Palm Beach, Florida 33401, USA (the “Client”); and VAN + VAN GMBH, a l |
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| July 15, 2025 |
Exhibit 10.1 STOCK PURCHASE AGREEMENT dated as of July 11, 2025 by and among OPENLOCKER HOLDINGS, INC., CRISP MOMENTUM INC. and DIGITAL KNIGHT FINANCE S.Á.R.L. Table of Contents Page Article I. DEFINITIONS 1 Section 1.01 Definitions. 1 Section 1.02 Other Definitional and Interpretative Provisions. 10 Article II. THE STOCK PURCHASE 11 Section 2.01 Purchase and Sale. 11 Section 2.02 Share Considerat |
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| July 15, 2025 |
Exhibit 99.1 OpenLocker Holdings, Inc. Ticker Symbol: OLKR | OTC Market Tier: OTCID FOR IMMEDIATE RELEASE OpenLocker Holdings, Inc. Acquires Crisp Momentum Inc. and Appoints Clive Ng as Chairman of the Board Miami, FL — [July 11, 2025] — OpenLocker Holdings, Inc. (OLKR) (the “Company”) announced today that it has completed the acquisition of Crisp Momentum Inc. (“Crisp”) from Digital Knight Financ |
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| July 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2025 OpenLocker Holdings, Inc. |
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| June 30, 2025 |
Lock-Up Agreement Dated as of [__________], 2025 Holder: [___________________] Exhibit 10.2 Lock-Up Agreement Dated as of [], 2025 Holder: [] This Lock-Up Agreement (this “Agreement”) is dated as of the date first set forth above (the “Effective Date”), and is entered into by and between OpenLocker Holdings, Inc., a Delaware corporation (the “Company”) and the person or entity as named above (the “Holder”). The Company and the Holder may be referred to herein collectively as |
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| June 30, 2025 |
Exhibit 10.1 Stock Purchase Agreement By and Between OpenLocker Holdings, Inc. and Jakota Games and Reels SAS Table of Contents Page Article I. Definitions and Interpretation 1 Section 1.01 Definitions 1 Section 1.02 Interpretive Provisions 3 Article II. Purchase and Sale 3 Section 2.01 Purchase; Closing 3 Section 2.02 Lock-Up Agreement 3 Section 2.03 Deliverables at the Closing 4 Article III. Rep |
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| June 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2025 OpenLocker Holdings, Inc. |
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| June 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-24520 OpenLocker Holdings, Inc. |
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| June 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-24520 CUSIP Number: 92934S502 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: April 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2025 OpenLocker Holdings, Inc. |
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| April 22, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 PROMULGATED THEREUNDER OpenLocker Holdings, Inc. (exact name of registrant as specified in its charter) 000-24520 Commission File Number Delaware 04-3021770 (State of Incorporation) (IRS Employer Identification |
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| April 15, 2025 |
Exhibit 10.2 Lock-Up Agreement Dated as of [], 2025 Holder: [] This Lock-Up Agreement (this “Agreement”) is dated as of the date first set forth above (the “Effective Date”), and is entered into by and between OpenLocker Holdings, Inc., a Delaware corporation (the “Company”) and the person or entity as named above (the “Holder”). The Company and the Holder may be referred to herein collectively as |
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| April 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2025 OpenLocker Holdings, Inc. |
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| April 15, 2025 |
Exhibit 10.1 Stock Purchase Agreement By and Between OpenLocker Holdings, Inc. and The Other Parties as set Forth Herein Table of Contents Article I. Definitions and Interpretation 1 Section 1.01 Definitions 1 Section 1.02 Interpretive Provisions. 2 Article II. Purchase and Sale 3 Section 2.01 Purchase; Closing. 3 Section 2.02 Lock-Up Agreements. 3 Section 2.03 Call Agreements. 3 Section 2.04 Deli |
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| April 1, 2025 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2025 OpenLocker Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organiza |
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| March 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-24520 OpenLocker Holdings, In |
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| January 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-24520 OpenLocker Holdings, In |
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| November 27, 2024 |
Exhibit 4.1 DESCRIPTION OF SECURITIES The following discussion summarizes the material terms of our common stock and preferred stock. This discussion does not purport to be complete and is qualified in its entirety by reference to our certificate of incorporation, as amended (“Certificate of Incorporation”), and our amended and restated bylaws (“Bylaws”), each as may be amended from time to time. |
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| November 27, 2024 |
Exhibit 21.1 List of Subsidiaries Entity Name Place of Organization OpenLocker, Inc. Delaware Descrypto, Inc. Delaware Descrypto Studios, LLC Wyoming |
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| November 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission file number: 000-24520 OpenLocker Holdings, Inc. (Exact na |
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| October 30, 2024 |
OpenLocker Holdings, Inc. (Name of Registrant as Specified in Charter) NT 10-K 1 formnt10-k.htm UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Washington, D.C. 20549 Expires: April 30, 2025 Estimated average burden hours per response ... 2.50 FORM 12b-25 000-24520 NOTIFICATION OF LATE FILING SEC FILE NUMBER (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: July 31, |
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| June 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-24520 OpenLocker Holdings, Inc. |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-24520 OpenLocker Holdings, In |
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| March 8, 2024 |
CORRESP 1 filename1.htm LAURA ANTHONY, ESQ. CRAIG D. LINDER, ESQ.* JOHN CACOMANOLIS, ESQ.** Associates and OF COUNSEL: CHAD FRIEND, ESQ., LLM MICHAEL R. GEROE, ESQ., CIPP/US*** JESSICA HAGGARD, ESQ. **** christopher t. hines ***** PETER P. LINDLEY, ESQ., CPA, MBA JOHN LOWY, ESQ.****** STUART REED, ESQ. LAZARUS ROTHSTEIN, ESQ. SVETLANA ROVENSKAYA, ESQ.******* HARRIS TULCHIN, ESQ. ******** WWW.ALCLA |
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| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-24520 OpenLocker Holdings, In |
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| December 12, 2023 |
OpenLocker Holdings Provides Year-End Letter to Shareholders Exhibit 99.1 OpenLocker Holdings Provides Year-End Letter to Shareholders West Palm Beach, FL., December 12, 2023 -OpenLocker Holdings Inc., (“OpenLocker” or the “Company”) (OTCQB: OLKR) is pleased to announce the release of following Year-End Letter to Shareholders: Dear OpenLocker Holdings Investor, As we approach the end of 2023, we are excited to share with you the accomplishments and mileston |
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| December 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 OpenLocker Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organ |
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| November 8, 2023 |
ANTHONY L.G., PLLC laura aNTHONy, esq JOHN CACOMANOLIS, ESQ* CHAD FRIEND, ESQ, LLM SVETLANA ROVENSKAYA, ESQ** WWW.ANTHONYPLLC.COM WWW.SECURITIESLAWBLOG.COM WWW.LAWCAST.COM OF COUNSEL: Jessica Haggard, esq. *** MICHAEL R. GEROE, ESQ, CIPP/US**** CRAIG D. LINDER, ESQ***** PETER P. LINDLEY, ESQ, CPA, MBA john lowy, esq.****** STUART REED, ESQ. LAZARUS ROTHSTEIN, eSQ. Harris Tulchin, Esq. ******* DIRE |
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| November 1, 2023 |
Exhibit 21.1 List of Subsidiaries Entity Name Place of Organization OpenLocker, Inc. Delaware Descrypto, Inc. Delaware Descrypto Studios, LLC Wyoming |
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| November 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission file number: 000-24520 OpenLocker Holdings, Inc. (Exact na |
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| October 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-24520 NOTIFICATION OF LATE FILING CUSIP NUMBER 92934S (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐Form 10-Q ☐ Form 10-D ☐ Form ☐ N-CEN ☐ Form N-CSR For Period Ended: July 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transitio |
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| August 4, 2023 |
Exhibit 10.1 Note Purchase Agreement Dated as of August [], 2023 Buyer: [] This Note Purchase Agreement (this “Agreement”) is entered into as of the date set forth above (the “Closing Date”), by and among OpenLocker Holdings, Inc., a Delaware corporation (the “Company”) and the person or entity set forth above (“Buyer”). The Company and the Buyer may be collectively referred to herein as the “Part |
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| August 4, 2023 |
EXHIBIT 10.2 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPI |
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| August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2023 OpenLocker Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction (Commission (IRS Employer of |
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| July 17, 2023 |
ANTHONY L.G., PLLC laura aNTHONy, esq JOHN CACOMANOLIS, ESQ* CHAD FRIEND, ESQ, LLM SVETLANA ROVENSKAYA, ESQ** WWW.ANTHONYPLLC.COM WWW.SECURITIESLAWBLOG.COM WWW.LAWCAST.COM OF COUNSEL: Jessica Haggard, esq. *** MICHAEL R. GEROE, ESQ, CIPP/US**** CRAIG D. LINDER, ESQ***** PETER P. LINDLEY, ESQ, CPA, MBA john lowy, esq.****** STUART REED, ESQ. LAZARUS ROTHSTEIN, eSQ. Harris Tulchin, Esq. ******* DIRE |
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| June 21, 2023 |
Exhibit 10.2 OpenLocker Holdings, Inc. Subscription Agreement – Lauren Klatsky Dated as of June 20, 2022 Lauren Klatsky (“Subscriber”), on the terms and conditions herein set forth, hereby irrevocable submits this subscription agreement (the “Subscription Agreement”) to OpenLocker Holdings, Inc., a Delaware corporation (the “Company”). 1. Subscription for the Purchase of Shares. The undersigned he |
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| June 21, 2023 |
Exhibit 10.1 OpenLocker Holdings, Inc. Subscription Agreement – Brian Klatsky Dated as of June 20, 2022 Brian Klatsky (“Subscriber”), on the terms and conditions herein set forth, hereby irrevocable submits this subscription agreement (the “Subscription Agreement”) to OpenLocker Holdings, Inc., a Delaware corporation (the “Company”). 1. Subscription for the Purchase of Shares. The undersigned here |
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| June 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023 OpenLocker Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organizat |
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| June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-24520 OpenLocker Holdings, Inc. |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-24520 OpenLocker Holdings, In |
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| March 13, 2023 |
Exhibit 99.1 OpenLocker Announces Broad-Based Current Quarter Revenue Growth from Our Various Clubs Driven by Innovative Programs Designed to Expand Student-Athlete NIL Opportunities Palm Beach, FL, March 13, 2023 (GLOBE NEWSWIRE) — OpenLocker, Inc., a subsidiary of OpenLocker Holdings Inc. (“OpenLocker” or the “Company”) (OTCQB: OLKR), is pleased to announce a consistent increase in revenues duri |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 OpenLocker Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organiza |
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| February 6, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2023 OpenLocker Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organi |
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| February 6, 2023 |
Investor presentation of the registrant. Exhibit 99.1 |
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| December 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-24520 OpenLocker Holdings, In |
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| December 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2022 OpenLocker Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organi |
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| December 8, 2022 |
Descrypto Holdings, Inc. Announces Name Change to OpenLocker Holdings, Inc. “Changing The Game” Exhibit 99.1 Descrypto Holdings, Inc. Announces Name Change to OpenLocker Holdings, Inc. ?Changing The Game? West Palm Beach, FL. December 8, 2022 ? OpenLocker Holdings, Inc., (?OpenLocker?) (OTCQB: OLKR) a technology platform for athletes and brands to redefine and unlock consumer and fan value is pleased to announce that it has received notification from the Financial Industry Regulatory Authori |
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| December 8, 2022 |
Exhibit 3.1 |
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| October 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission file number: 000-24520 DESCRYPTO HOLDINGS, INC. (Exact nam |
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| October 31, 2022 |
Exhibit 21.1 List of Subsidiaries of Descrypto Holdings, Inc. Entity Name Place of Organization OpenLocker, Inc. Delaware Descrypto, Inc. Delaware Descrypto Studios, LLC Wyoming |
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| October 20, 2022 |
Investor presentation of the registrant. Exhibit 99.2 |
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| October 20, 2022 |
Regulation FD Disclosure, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2022 Descrypto Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organiz |
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| October 20, 2022 |
Descrypto Holdings Announces Uplisting to the OTCQB Venture Market Exhibit 99.1 Descrypto Holdings Announces Uplisting to the OTCQB Venture Market West Palm Beach, Florida October 20, 2022 - DesCrypto Holdings Inc., (?Descrypto? or the ?Company? OTC: DSRO) is pleased to announce that it has successfully uplisted from the OTC Pink Market to the OTCQB Venture Market. The uplisting has been approved by OTC Markets Group and the Company will commence trading on the O |
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| October 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 5, 2022 Descrypto Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organiza |
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| October 5, 2022 |
Exhibit 10.1 Descrypto Holdings, Inc. Subscription Agreement Dated as of , 2022 (?Subscriber?), on the terms and conditions herein set forth, hereby irrevocable submits this subscription agreement (the ?Subscription Agreement?) to Descrypto Holdings, Inc., a Delaware corporation (the ?Company?). 1. Subscription for the Purchase of Shares. The undersigned hereby subscribes to purchase shares of Ser |
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| August 30, 2022 |
Descrypto Holdings’ OpenStable Platform Celebrates Epicenter’s Win in the Travers Stakes Exhibit 99.1 Descrypto Holdings’ OpenStable Platform Celebrates Epicenter’s Win in the Travers Stakes August 29, 2022 09:52 ET | Source: Descrypto Holdings, Inc. West Palm Beach, FL, Aug. 29, 2022 (GLOBE NEWSWIRE) — OpenLocker Inc. a subsidiary of Descrypto Holdings, Inc., (“Descrypto” or the “Company” OTC: DSRO) is excited to celebrate the Travers Stakes win by Epicenter, who was runner up in thi |
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| August 30, 2022 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2022 Descrypto Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organiza |
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| August 30, 2022 |
Powerpoint Presentation dated August 29, 2022. Exhibit 99.2 |
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| August 9, 2022 |
EX-99.1 2 ex99-1.htm Exhibit 99.1 Descrypto Holdings’ Subsidiary OpenLocker to Launch the Gatorverse to Empower University of Florida Student-Athletes to Engage with Fans through Innovative Collectibles West Palm Beach, Florida August 9, 2022 - OpenLocker, Inc, a subsidiary of DesCrypto Holdings Inc., (“Descrypto” or the “Company” OTC: DSRO) is excited to announce the launch of Gatorverse, an excl |
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| August 9, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 Descrypto Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organizat |
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| July 8, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2022 Descrypto Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organizatio |
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| July 8, 2022 |
Exhibit 99.1 Descrypto Holdings? Subsidiary OpenLocker to Launch the Brave Heartz Lacrosse Club NFT Collection Featuring Premiere Lacrosse League Stars Grant Ament and Rob Pannell to Engage and Mentor Fans Worldwide West Palm Beach, Florida, July 06, 2022 (GLOBE NEWSWIRE) ? OpenLocker, Inc, a subsidiary of DesCrypto Holdings Inc., (?Descrypto? or the ?Company? OTC: DSRO) is pleased to announce the |
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| July 8, 2022 |
Investor presentation of the registrant. Exhibit 99.2 |
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| June 21, 2022 |
Descrypto Holdings Further Develops its Strategic Advisory Board by Appointing Samantha Viola EX-99.1 2 ex99-1.htm Exhibit 99.1 Descrypto Holdings Further Develops its Strategic Advisory Board by Appointing Samantha Viola West Palm Beach, FL., June 21, 2022 (GLOBE NEWSWIRE) — Descrypto Holdings, Inc. (“Descrypto” or the “Company”) (OTC: DSRO), a sports and entertainment focused NFT and blockchain holding company, is pleased to announce that it has added another valued member to its Strateg |
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| June 21, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2022 Descrypto Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organizati |
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| June 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-24520 Descrypto Holdings, Inc. |
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| June 9, 2022 |
Descrypto Holdings Announces Formation of Strategic Advisory Board and Appoints Inaugural Members Exhibit 99.1 Descrypto Holdings Announces Formation of Strategic Advisory Board and Appoints Inaugural Members West Palm Beach, FL. June 9, 2022 ? Descrypto Holdings, Inc. (Descrypto? or the ?Company?) (OTC: DSRO), a diversified NFT and blockchain holding company, is pleased to announce that it has formed a Strategic Advisory Board to provide guidance for Descrypto?s executive team as the Company |
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| June 9, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2022 Descrypto Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organizatio |
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| June 6, 2022 |
Exhibit 99.2 OpenLocker, Inc. Page(s) Balance Sheets 1 Statement of Operations 2 Statement of Changes in Stockholders? Deficit 3 Statement of Cash Flows 5 Notes to Financial Statements 5 - 14 OpenLocker, Inc. Balance Sheets March 31, 2022 December 31, 2021 (Unaudited) Assets Current Assets Cash $ 73,747 $ 19,454 Total Current Assets 73,747 19,454 Total Assets $ 73,747 $ 19,454 Liabilities and Stoc |
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| June 6, 2022 |
Exhibit 99.4 Descrypto Holdings Announces Closing of the OpenLocker Acquisition Transaction Marks a Key Milestone in Descrypto?s move to Dominate the Sports NFT Industry West Palm Beach, FL. June 6, 2022 ? Descrypto Holdings, Inc., (?Descrypto?) (OTC: DSRO) a diversified NFT and blockchain holding company is pleased to announce that it has acquired OpenLocker Inc. (?OpenLocker?). OpenLocker is a s |
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| June 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2022 Descrypto Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organizatio |
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| June 6, 2022 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On May 31, 2022, Descrypto Holdings, Inc. (the ?Company?) completed its previously announced acquisition of OpenLocker, Inc. (?OL?). See Form 8-K filed on May 24, 2022 with the U.S. Securities and Exchange Commission for a complete discussion of the acquisition (which had not yet closed). The following unaudited pro forma co |
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| June 6, 2022 |
Subsidiaries of the Registrant. Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT The following are primary subsidiaries of Descrypto Holdings, Inc. as of May 31, 2022 and the states or jurisdictions in which they are organized. Each subsidiary named below constitutes a ?significant subsidiary?, as that term is defined in Rule 1-02(w) of Regulation S-X under the Securities Exchange Act of 1934, as amended. Name of Subsidiary Jurisdict |
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| June 6, 2022 |
Exhibit 99.1 OpenLocker, Inc. Page(s) Report of Independent Registered Public Accounting Firm 1 Balance Sheet 3 Statement of Operations 3 Statements of Changes in Stockholders? Deficit 4 Statement of Cash Flows 5 Notes to Financial Statements 6 - 16 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of OpenLocker Inc. Opinion on the Financial Stateme |
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| May 24, 2022 |
Exhibit 99.1 Descrypto Holdings Enters into a Definitive Agreement to Acquire OpenLocker, Inc. This Marks the First Acquisition by Descrypto in its Plan to Lead the way in the Digitization of Sports Related Assets West Palm Beach, FL. May 24, 2022 ? Descrypto Holdings, Inc. (?Descrypto? or the ?Company?) (OTC: DSRO) a sports and entertainment focused NFT and blockchain holding company is pleased t |
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| May 24, 2022 |
Exhibit 10.1 Share Exchange Agreement by and among Descrypto Holdings, Inc., OpenLocker Inc., The Stockholders of OpenLocker Inc. Party Hereto And Brian Klatsky as the Stockholders? Representative TABLE OF CONTENTS PAGE Article I. Definitions and Interpretations 1 Section 1.01 Definitions. 1 Section 1.02 Interpretive Provisions. 7 Article II. The Transactions 7 Section 2.01 Additional Stockholders |
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| May 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2022 Descrypto Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organizatio |
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| May 5, 2022 |
Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2022 Descrypto Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organization |
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| April 11, 2022 |
Descrypto Holdings, Inc. Announces Ticker Symbol Change to “DSRO” on OTC Markets EX-99.1 2 ex99-1.htm Exhibit 99.1 Descrypto Holdings, Inc. Announces Ticker Symbol Change to “DSRO” on OTC Markets West Palm Beach, FL. April 11, 2022 – Descrypto Holdings, Inc. (formerly W Technologies, Inc.), (Descrypto” or the “Company”) (OTC: DSRO) a diversified NFT and blockchain holding company is pleased to announce that it has received notification from the Financial Industry Regulatory Au |
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| April 11, 2022 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2022 Descrypto Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organizat |
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| March 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-24520 Descrypto Holdings, Inc |
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| March 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-24520 CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: January 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Rep |
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| March 7, 2022 |
WTCG / W Technologies Inc / Balance Labs, Inc. Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Amendment No. 1 Under the Securities Exchange Act of 1934 Descrypto Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 92934S502 (CUSIP Number) Michael D. Farkas President, Chief Executive Officer, Chief Financial Officer Balance Labs, Inc. 40 |
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| March 7, 2022 |
EX-3 2 ex3.htm Exhibit 3 REDEMPTION AGREEMENT W Technologies, Inc. Dated as of November 18, 2021 This Redemption Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”), is entered into by and between W Technologies, Inc., a Delaware corporation (the “Company”) and each of the stockholders of the Company as set forth on the signature pages hereof (each a “St |
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| March 2, 2022 |
Descrypto appoints industry expert Creenagh Flynn as Chief Marketing Officer Exhibit 99.1 Descrypto appoints industry expert Creenagh Flynn as Chief Marketing Officer West Palm Beach, FL? March 2, 2022 ? Descrypto Holdings, Inc. (formerly W Technologies, Inc.) (?Descrypto? or the ?Company?) (OTC: WTCG) announced today that it has hired Creenagh Flynn as its Chief Marketing Officer, effective immediately. ?Ms. Flynn brings an invaluable amount of knowledge and a keen unders |
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| March 2, 2022 |
Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2022 Descrypto Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organizati |
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| February 25, 2022 |
EX-10.2 3 ex10-2.htm Exhibit 10.2 FORM OF REDEMPTION AGREEMENT Descrypto Holdings, Inc. Dated as of February 18, 2022 This Redemption Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”), is entered into by and between Descrypto Holdings, Inc., a Delaware corporation (the “Company”) and (“Stockholder”). The Company and Stockholder may be referred to herei |
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| February 25, 2022 |
Exhibit 10.1 FORM OF REDEMPTION AGREEMENT Descrypto Holdings, Inc. Dated as of February 18, 2022 This Redemption Agreement (this ?Agreement?), dated as of the date first set forth above (the ?Effective Date?), is entered into by and between Descrypto Holdings, Inc., a Delaware corporation (the ?Company?) and (?Stockholder?). The Company and Stockholder may be referred to herein individually as a ? |
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| February 25, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2022 Descrypto Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organi |
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| January 14, 2022 |
Exhibit 3.1 |
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| January 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2022 W Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organizatio |
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| January 14, 2022 |
EX-10.1 3 ex10-1.htm Exhibit 10.1 SHARE EXCHANGE AGREEMENT Dated as of January 13, 2022 This Share Exchange Agreement (together with the exhibits and other attachments hereto, this “Agreement”) is entered into as of the date first set forth above (the “Closing Date”) by and between (i) Descrypto Holdings, Inc., a Delaware corporation (the “Company”) and (ii) American Capital Ventures Inc., a Flori |
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| January 14, 2022 |
EX-10.2 4 ex10-2.htm Exhibit 10.2 SHARE EXCHANGE AGREEMENT Dated as of January 13, 2022 This Share Exchange Agreement (together with the exhibits and other attachments hereto, this “Agreement”) is entered into as of the date first set forth above (the “Closing Date”) by and between (i) Descrypto Holdings, Inc., a Delaware corporation (the “Company”) and (ii) Leone Group, LLC, a Delaware limited li |
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| December 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2021 ? TRANSITION REPORT PURSUANT TO 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. (E |
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| November 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 W Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organizati |
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| November 23, 2021 |
EX-10.4 5 ex310440.htm EXHIBIT 10.4 Exhibit 10.4 W Technologies, Inc. Subscription Agreement – American Capital Ventures Inc. Dated as of November 18, 2021 American Capital Ventures Inc. (“Subscriber”), on the terms and conditions herein set forth, hereby irrevocable submits this subscription agreement (the “Subscription Agreement”) to W Technologies, Inc. a Delaware corporation (the “Company”). 1 |
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| November 23, 2021 |
EX-10.3 4 ex310439.htm EXHIBIT 10.3 Exhibit 10.3 W Technologies, Inc. Subscription Agreement – Leone Group LLC Dated as of November 18, 2021 Leone Group LLC (“Subscriber”), on the terms and conditions herein set forth, hereby irrevocable submits this subscription agreement (the “Subscription Agreement”) to W Technologies, Inc. a Delaware corporation (the “Company”). 1. Subscription for the Purchas |
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| November 23, 2021 |
EX-10.2 3 ex310438.htm EXHIBIT 10.2 Exhibit 10.2 W Technologies, Inc. Subscription Agreement – Mid Atlantic Capital Associates, Inc. Dated as of November 18, 2021 Mid Atlantic Capital Associates, Inc. (“Subscriber”), on the terms and conditions herein set forth, hereby irrevocable submits this subscription agreement (the “Subscription Agreement”) to W Technologies, Inc. a Delaware corporation (the |
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| November 23, 2021 |
EX-10.1 2 ex310278.htm EXHIBIT 10.1 Exhibit 10.1 REDEMPTION AGREEMENT W Technologies, Inc. Dated as of November 18, 2021 This Redemption Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”), is entered into by and between W Technologies, Inc., a Delaware corporation (the “Company”) and each of the stockholders of the Company as set forth on the signature |
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| November 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 W Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorpo |
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| November 15, 2021 |
Exhibit 21.1 List of Subsidiaries of W Technologies, Inc. Entity Name Place of Organization Krypto Ventures, Inc. Delaware |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KT ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from January 1, 2021 to July 31, 2021 Commission file number: 000-24520 W TECHNOLOGIES, |
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| November 8, 2021 |
Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 02:45 PM 11/02/2021 FILED 02:45 PM 11/02/2021 SR 20213681696 - File Number 2624514 TERMINATION OF CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF W Technologies, Inc. W Technologies, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (t |
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| November 8, 2021 |
EX-3.2 3 ex304260.htm EXHIBIT 3.2 Exhibit 3.2 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF W Technologies, Inc. W Technologies, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The name of the corporation is W Technologies, Inc. The date of the filing of its |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2021 W Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organizatio |
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| October 29, 2021 |
EX-99.1 2 ex299528.htm EXHIBIT 99.1 October 27, 2021 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549-7561 This letter is written in response to the requirement of Rule 12b-25(c) under the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II of Form 12b-25. We are the Independent registered public accounting firm of W Technologies, Inc. (the “Regist |
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| October 29, 2021 |
OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response??. |
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| October 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K /A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2021 W Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporat |
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| October 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2021 W Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorp |
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| October 4, 2021 |
Exhibit 16.1 September 30, 2021 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 RE: W Technologies, Inc. We have read the statements of W Technologies, Inc. pertaining to our firm included under Item 4.01 of Form 8-K dated September 24, 2021 and agree with such statements as they pertain to our firm. We have no basis to agree or disagree with the other statements contai |
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| September 30, 2021 |
W Technologies Announces Plan to Change Name to KryptoVentures Holdings, Inc. EXHIBIT 99.1 W Technologies Announces Plan to Change Name to KryptoVentures Holdings, Inc. Beverly Hills, California - September 30, 2021 -W Technologies, Inc. (OTC: WTCG) today announced its intention to change its corporate name to KryptoVentures Holdings, Inc. The company has assembled a strong management team with a deep understanding of the Crypto, Blockchain and NFT marketplace, and seeks to |
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| September 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2021 W Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organizat |
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| September 30, 2021 |
Certificate of amendment to certificate of incorporation of the registrant. EX-3.1 2 ex287143.htm EXHIBIT 3.1 EXHIBIT 3.1 State of Delaware Secretary of State Division of Corporations Delivered 09:33AM 09/24/2021 FILED 09:33 AM 09/24/2021 SR 20213334556 - File Number 2624514 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF W Technologies, Inc. W Technologies, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the St |
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| September 10, 2021 |
WTCG / W Technologies Inc / Balance Labs, Inc. Activist Investment SC 13D 1 formsc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 W TECHNOLOGIES, INC. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 92934S502 (CUSIP Number) Michael D. Farkas President, Chief Executive Officer, Chief Financial Officer Balance Labs, Inc. 407 Lincoln Road, Suite 701 |
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| August 4, 2021 |
EX-2.2 2 ex270816.htm EXHIBIT 2.2 Exhibit 2.2 Amendment and Acknowledgement Pursuant to Share Exchange Agreement Dated as of July 29, 2021 This Amendment and Acknowledgement Pursuant to Share Exchange Agreement (this “Acknowledgement”) is entered into as of the date first set forth above (the “Acknowledgement Date”) by and between (i) W Technologies, Inc. a Delaware corporation (the “Company”); (i |
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| August 4, 2021 |
EX-99.2 9 ex266095.htm EXHIBIT 99.2 Exhibit 99.2 KRYPTOBANK CO CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020 KryptoBank Co Table of Contents CONDENSED FINANCIAL STATEMENTS: Condensed Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020 1 Condensed Statement of Operations for the three months ended March 31, 2021 and 2020 (unaudited) 2 Condensed |
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| August 4, 2021 |
CEO Employment Agreement between the Company and Aleksandr Rubin. Exhibit 10.6 Date: July 30, 2021 Dear Aleks: On behalf of W Technologies, Inc. (the “Company”), I am pleased to offer you the position of Chief Executive Officer (“CEO”). Your Employment Start Date will be July 30, 2021. Compensation. Your compensation will be in the form of the Company’s common stock. In consideration for your employment at the Company, you will be issued shares equal to 1% of th |
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| August 4, 2021 |
Promissory Note dated January 17, 2018 issued by KryptoBank to Lyons Capital LLC. Exhibit 10.5 PROMISSORY NOTE January 17, 2018 $75,000 KryptoBank Co., a Delaware corporation (the ?Maker?), FOR VALUE RECEIVED, hereby promises to pay to Lyons Capital, LLC. a Florida corporation (the ?Holder?), the principal amount of Seventy-Five Thousand Dollars ($75,000) (the ?Principal Amount?) plus such additional amounts equal to the interest on the Principal Amount (the ?Interest?) at a ra |
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| August 4, 2021 |
Promissory Note dated July 9, 2021 issued by KryptoBank to Lyons Capital LLC. EX-10.3 3 ex266091.htm EXHIBIT 10.3 Exhibit 10.3 PROMISSORY NOTE Amount of Loan: $25,000 July 9, 2021 For value received, KRYPTOBANK CO., a Delaware Corporation having offices at 407 Lincoln Road, Suite 701, Miami Beach, Florida 33139 (the “Borrower”), hereby unconditionally promises to pay $25,000 including 12% per annum interest to the order of LYONS CAPITAL LLC a Florida Limited Liability Corpo |
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| August 4, 2021 |
EX-99.1 8 ex266094.htm EXHIBIT 99.1 Exhibit 99.1 KRYPTOBANK CO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 KryptoBank Co Table of Contents Report of Independent Registered Public Accounting Firm 1 FINANCIAL STATEMENTS: Balance Sheets as of December 31, 2020 and 2019 2 Statement of Operations for the years ended December 31, 2020 and 2019 3 Statement of Changes in Stockholde |
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| August 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2021 W Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organization) |
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| August 4, 2021 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS EX-99.3 10 ex271337.htm EXHIBIT 99.3 Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial information presents the unaudited pro forma condensed combined balance sheet and statements of operations based upon the combined historical financial statements of W Technologies, Inc., a Delaware Corporation (the “Company” o |
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| August 4, 2021 |
CIO Employment Agreement between the Company and Meir Wexler. EX-10.7 7 ex270818.htm EXHIBIT 10.7 Exhibit 10.7 Date: July 30, 2021 Dear Mr. Wexler: On behalf of W Technologies, Inc. (the “Company”), I am pleased to offer you the position of Chief Investment Officer (“CIO”) of the Company. As CIO you will be reporting to the Company’s Board. Your Employment Start Date will be July 30th, 2021. Compensation. Your compensation will be in the form of the Company’ |
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| August 4, 2021 |
Promissory Note dated June 29, 2021 issued by KryptoBank to Balance Labs, Inc. EX-10.4 4 ex266092.htm EXHIBIT 10.4 Exhibit 10.4 PROMISSORY NOTE Amount of Loan: $25,000 June 29, 2021 For value received, KRYPTOBANK CO., a Delaware Corporation having offices at 407 Lincoln Road, Suite 701, Miami Beach, Florida 33139 (the “Borrower”), hereby unconditionally promises to pay $25,000 including 12% per annum interest to the order of BALANCE LABS, INC. a Delaware Corporation, having |
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| July 26, 2021 |
8-K 1 wtechnol202107268k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2021 W Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdict |
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| July 19, 2021 |
Exhibit 10.1 Securities Exchange Agreement by and among W Technologies, Inc. And Mid Atlantic Capital Associates, Inc. TABLE OF CONTENTS PAGE ARTICLE I. Definitions and Interpretation 1 Section 1.01 Definitions. 1 Section 1.02 Interpretive Provisions. 3 ARTICLE II. Exchange 4 Section 2.01 The Exchange. 4 Section 2.02 Section 3(a)(9). 4 Section 2.03 Closing 4 Section 2.04 Assignment of Note and Sha |
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| July 19, 2021 |
Exhibit 3.1 CERTIFICATE OF WITHDRAWAL OF THE CERTIFICATE OF DESIGNATIONS OF PREFERENCES AND RIGHTS OF SERIES F CONVERTIBLE PREFERRED STOCK OF W Technologies, Inc. a Delaware corporation W Technologies, Inc., a Delaware corporation (the ?Corporation?), DOES HEREBY CERTIFY: That, pursuant to authority conferred on the Board of Directors of the Corporation by the Certificate of Incorporation of the C |
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| July 19, 2021 |
8-K 1 wtechnol202107168k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 13, 2021 W Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdict |
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| June 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER W TECHNOLOGIES, INC. (Exact name of registrant as specified in its corporate charter) Commission File No.: 000-24520 Delaware 04-3021770 (State or other jurisdiction of incorporation or organization) |
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| June 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) * W TECHNOLOGIES, INC. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 92934S502 (CUSIP Number) Charles Flynn, President Mid Atlantic Capital Associates, Inc., 9440 Santa Monica Blvd, Suite 301 Beverly Hills, CA 90210 Phone |
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| June 23, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2021 W Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organization) |
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| June 23, 2021 |
W Technologies Announces Entry into Share Exchange Agreement with KryptoBank EX-99.1 2 ex258841.htm EXHIBIT 99.1 Exhibit 99.1 W Technologies Announces Entry into Share Exchange Agreement with KryptoBank BEVERLY HILLS, Calif., June 22, 2021 /PRNewswire/ – W Technologies, Inc. (OTC: WTCG) (“W Technologies”) announced today that it has entered into a share exchange agreement with KrytoBank Co. (“KryptoBank”) and its stockholders, pursuant to which KryptoBank will become a who |
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| June 21, 2021 |
EX-10.1 3 ex258262.htm EXHIBIT 10.1 Exhibit 10.1 Share Exchange Agreement by and among W Technologies, Inc.; KryptoBank Co.; The Stockholders of KryptoBank Co. And Aleksandr Rubin as the Stockholders’ Representative. TABLE OF CONTENTS PAGE ARTICLE I. Definitions and Interpretations 1 Section 1.01 Definitions. 1 Section 1.02 Interpretive Provisions. 6 ARTICLE II. The Transactions 6 Section 2.01 The |
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| June 21, 2021 |
EX-3.1 2 ex258257.htm EXHIBIT 3.1 Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 12:52 PM 06/17/2021 FILED 12:52 PM 06/17/2021 SR 202 12479486 - File Number 2624514 CERTIFICATE OF WITHDRAWAL OF THE CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK OF W Technologies, Inc. a Delaware corporation W Technologies, Inc., a Del |
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| June 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q As Filed with the Securities and Exchange Commission on June 21, 2021 File No: 000-24520 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2021 W Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction of incorporation or organization) |
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| June 21, 2021 |
Exhibit 10.2 LOCK-UP AGREEMENT Holder: [] Dated as of July [], 2021 This Lock-Up Agreement (this “Agreement”) is dated as of the date first set forth above (the “Effective Date”), and is entered into by and between W Technologies, Inc. a Delaware corporation (the “Company”) and the holder of securities of the Company whose name is set forth above (the “Holder”). WHEREAS, the Company is undertaking |
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| June 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one) ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: April 30, 2021 ?Transition Report on Form 10-K ?Transition Report on Form 20-F ?Transition Report on Form 11-K ?Transition Report on Form 10-Q For the Transition Period End |
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| April 16, 2021 |
As Filed with the Commission on April 16, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 16, 2021 |
Exhibit 99.1 W TECHNOLOGIES, INC. Signs Letter of Intent to Acquire 100% of Curisin Corp Through a Merger with a Subsidiary of W Technologies, Inc. Beverly Hills, CA, April 15, 2021 W Technologies, Inc., (“W Tech or the Company”), (OTC:WTCG) announced today that it signed a non-binding letter of intent to acquire Curisin Corp. through a reverse merger with a wholly-owned subsidiary of the Company. |
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| March 29, 2021 |
As Filed with the Securities and Exchange Commission on March 29, 2021 File No: 000-24520 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one) ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: January 31, 2021 ?Transition Report on Form 10-K ?Transition Report on Form 20-F ?Transition Report on Form 11-K ?Transition Report on Form 10-Q For the Transition Period E |
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| March 5, 2021 |
W TECHNOLOGIES, INC. Dr. Edward White Appointed to the Board of Directors of W Technologies, Inc. EX-99.1 2 ex231805.htm EXHIBIT 99.1 Exhibit 99.1 W TECHNOLOGIES, INC. Dr. Edward White Appointed to the Board of Directors of W Technologies, Inc. Beverly Hills, CA, March 4, 2021 W Technologies, Inc., (“W Tech or the Company”), (OTC:WTCG) announced today that Dr. Edward White will join the Board of Directors, effective on March 8, 2021. By Dr. White joining our Board, W Technologies will benefit |
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| March 5, 2021 |
8-K 1 wtechnol202103048k.htm FORM 8-K As Filed with the Commission on March 5, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): March 4, 2021 W TECHNOLOGIES, INC. (Name of registrant as specified in its Charter) Delaware 000-24 |
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| February 19, 2021 |
W TECHNOLOGIES, INC. EFFECTIVENESS OF FORM 10 REGISTRATION STATEMENT Exhibit 99.1 W TECHNOLOGIES, INC. EFFECTIVENESS OF FORM 10 REGISTRATION STATEMENT Beverly Hills, CA, February 19, 2021 – via iCrowdNewswire 9:45AM ET W Technologies, Inc., (“W Tech or the Company”), (OTC:WTCG) announced today that its Form 10 Registration Statement as filed with the U.S. Securities and Exchange Commission (the “SEC”) became effective on February 16, 2021. Following the effective d |
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| February 19, 2021 |
As Filed with the Commission on February 19, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.) * W TECHNOLOGIES, INC. (Name of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) 92934S502 (CUSIP Number) Charles Flynn, President Mid Atlantic Capital Associates, Inc., (9440 Santa Monica Blvd, Suite 301 Beverly Hills, CA 90210 Phone: |
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| February 4, 2021 |
ANTHONY L.G., PLLC laura aNTHONy, esq GEOFFREY ASHBURNE, ESQ* JOHN CACOMANOLIS, ESQ** CHAD FRIEND, ESQ, LLM SVETLANA ROVENSKAYA, ESQ*** OF COUNSEL: MICHAEL R. GEROE, ESQ, CIPP/US**** CRAIG D. LINDER, ESQ***** PETER P. LINDLEY, ESQ, CPA, MBA STUART REED, ESQ MARC S. WOOLF, ESQ www.ANTHONYPLLC.com WWW.SECURITIESLAWBLOG.COM WWW.LAWCAST.COM DIRECT E-MAIL: [email protected] *licensed in CA **lic |
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| February 4, 2021 |
As filed with the Securities and Exchange Commission on February 4 , 2021 File No. |
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| February 4, 2021 |
EX-3.2 2 ex224375.htm EXHIBIT 3.2 EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF W Technologies, Inc. a Delaware corporation Adopted February 4, 2021 1. Offices. W Technologies, Inc. (the “Corporation”) may have an office or offices, and keep the books and records of the Corporation, except as may otherwise be required by applicable law, at such other place or places, either within or without the Stat |
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| January 19, 2021 |
CORRESP 1 filename1.htm ANTHONY L.G., PLLC laura aNTHONy, esq GEOFFREY ASHBURNE, ESQ* JOHN CACOMANOLIS, ESQ** CHAD FRIEND, ESQ, LLM SVETLANA ROVENSKAYA, ESQ*** OF COUNSEL: MICHAEL R. GEROE, ESQ, CIPP/US**** CRAIG D. LINDER, ESQ***** PETER P. LINDLEY, ESQ, CPA, MBA KIMBERLY L. RUDGE, ESQ STUART REED, ESQ MARC S. WOOLF, ESQ www.ANTHONYPLLC.com WWW.SECURITIESLAWBLOG.COM WWW.LAWCAST.COM DIRECT E-MAIL: |
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| January 19, 2021 |
As filed with the Securities and Exchange Commission on January 19, 2021 File No. 000-24520 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A (Amendment No. 1) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 W TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware (State |
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| December 18, 2020 |
Convertible Note issued on June 25, 2015. EXHIBIT 4.1 ASSIGNMENT OF CONVERTIBLE PROMISSORY NOTE OF W TECHNOLOGIES, INC. FOR VALUE RECEIVED, the receipt of which is acknowledged, the undersigned (the “Assignor”), the original and present holder of those certain Convertible Promissory Notes of W Technologies, Inc., dated September 11, 2006, in the original principal amount of Three Hundred Fifty-Five Thousand dollars ($355,000.00), and Sept |
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| December 18, 2020 |
EXHIBIT 10.2 CONFIDENTIAL LETTER AGREEMENT December 7, 2020 Mikael Lundgren W. TECHNOLOGIES 5122 Bolsa Avenue, Suite 109 Huntington Beach, CA 92649 Re: Acquisition of W. Technologies, Inc., the “Company”. Dear Mr. Lundgren: The original Letter of Intent dated November 4, 2019 (“Old LOI”), is herby replaced in full by this Letter Agreement and the Old Note is void and of no further force or effect. |
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| December 18, 2020 |
EXHIBIT 10.1 CONFIDENTIAL Revised Letter of Intent November 4, 2019 Mr. Serge Mersilian, President W. TECHNOLOGIES, INC. 5122 Bolsa Avenue, Suite 109 Huntington Beach, CA 92649 Re: Acquisition Offer for Purchase and of Notes Series E Preferred Stock of W. Technologies, Inc. (the “Company”) Dear Mr. Mersilian: This Letter of Intent will evidence our intent in respect of the proposed acquisition (“A |
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| December 18, 2020 |
Convertible Note issued on July 31, 2020. EXHIBIT 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S |
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| December 18, 2020 |
As filed with the Securities and Exchange Commission on December 18, 2020 File No. |
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| December 18, 2020 |
Convertible Promissory Note dated December 16, 2020. EXHIBIT 4.4 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S |
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| December 18, 2020 |
Convertible Promissory Note dated October 31, 2020. EXHIBIT 4.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE S |
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| December 18, 2020 |
EXHIBIT 3.1 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 02:30 PM 05/16/1996 960143099 2624Sl4 CERTIFICATE OF INCORPORATION OF IMSCO TECHNOLOGIES, INC. Pursuant to the provisions of the Delaware General Corporation Law, the undersigned, being the sole incorporator of the Corporation, hereby certifies and sets forth as follows: FIRST: The name of the corporation is IMSCO Tech |
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| December 18, 2020 |
Amended and Restated Bylaws of the registrant. EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF W Technologies, Inc. a Delaware corporation Adopted December 15, 2020 1. Offices. W Technologies, Inc. (the “Corporation”) may have an office or offices, and keep the books and records of the Corporation, except as may otherwise be required by applicable law, at such other place or places, either within or without the State of Delaware, as the Board may f |
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| April 17, 2020 |
As Filed with the Commission on April 17, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 31, 2014 |
WTCG / W Technologies, Inc. / MAGNA EQUITIES I, LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 W Technologies, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 92934S403 (CUSIP Number) December 29, 2014 (Date of Event Whi |
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| December 31, 2014 |
EX-99.1 2 v397653ex1.htm EXHIBIT 1 Exhibit 1 Joint Filing Agreement This Joint Filing Agreement, entered into and effective as of December 29, 2014, is made by and between Magna Asset Services, Ltd., Magna GP, LLC, Magna Equities I, LLC, and Joshua Sason (each, a “ Filer ” and, collectively, the “ Filers ”) pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. Each of |
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| October 28, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 OMB APPROVAL OMB Number: 3235-0167 Expires: November 30, 2010 Estimated average burden hours per response 1. |
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| June 15, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2009 ( ) 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. |
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| March 17, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2009 ( ) 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, In |
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| December 11, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 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, In |
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| December 8, 2008 |
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 Techn |
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| December 8, 2008 |
SETTLEMENT AND RELEASE AGREEMENT EXHIBIT 10.39 SETTLEMENT AND RELEASE AGREEMENT THIS SETTLEMENT AND RELEASE AGREEMENT (the "Agreement") is made and entered into effective the 22nd day of October 2008, by and between W Technologies, inc., a Delaware corporation (the "Company") and Newmarket Investment PLC, a company formed under the laws of the United Kingdom ("Newmarket"). Premises a) The Company and Newmarket have been in discus |
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| October 30, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB 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 |
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| September 5, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 2, 2008 (Date of Report: Date of earliest event reported) W Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction (Commission File Number) (IRS |
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| June 16, 2008 |
W TECHNOLOGIES, INC. CONSOLIDATED BALANCE SHEET UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2008 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-24520 W Techn |
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| April 22, 2008 |
PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT (Second) THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made and entered into effective the 1st day of April, 2008 (the “Effective Date”), by and between W Technologies, Inc. |
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| April 22, 2008 |
1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 21, 2008 (Date of Report: Date of earliest event reported) W Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction (Commission File Number) (IRS E |
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| April 22, 2008 |
PROMISSORY NOTE $538,519.76 April 1, 2008 The undersigned, W TECHNOLOGIES, INC., a Delaware Corporation (f/k/a Winning Edge International, Inc. and GWIN, Inc.) (?Maker?), whose address is 5092 S. Jones Blvd, Suite 100, Las Vegas, NV 89118, for value received, promises to pay to the order of INUTRITION, INC., a Texas corporation (f/k/a CSI Business Finance, Inc) ("Payee") in lawful money of the Uni |
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| April 22, 2008 |
EX-10.1 2 amendmentagreementwtechnolog.htm AMENDMENT AGREEMENT AMENDMENT AGREEMENT This Amendment Agreement (this “Agreement”), by and among W Technologies, Inc., a Delaware corporation (f/k/a Winning Edge International, Inc. and GWIN, Inc. and referred to herein as the “Company”), Global SportsEdge, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (the “Subsidiary”), and In |
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| March 12, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 11, 2008 (Date of Report: Date of earliest event reported) W Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction (Commission File Number) (IRS Emp |
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| March 12, 2008 |
W TECHNOLOGIES, INC. PARENT BALANCE SHEET Converted by EDGARwiz UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 5, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 29, 2008 (Date of Report: Date of earliest event reported) W Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction (Commission File Number) (IRS |
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| February 28, 2008 |
February 27, 2008 Securities and Exchange Commission 450 5 th Street N.W. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4 of Form 8-K for the event that occurred on February 25, 2008, to be filed by our former client, W Technologies, Inc. [Commission File Number 000-24520]. We agree with the statements made in response to that Item insofar as they relate to our |
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| February 28, 2008 |
1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 25, 2008 (Date of Report: Date of earliest event reported) W Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction (Commission File Number) (IR |
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| February 6, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 28, 2008 (Date of Report: Date of earliest event reported) W Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction (Commission File Number) (IRS E |
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| January 30, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 30, 2007 (Date of Report: Date of earliest event reported) W Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction (Commission File Number) (IRS E |
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| December 17, 2007 |
W TECHNOLOGIES, INC. CONSOLIDATED BALANCE SHEET UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-24520 W Tec |
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| December 14, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR For Period Ended: October 31, 2007 SEC FILE NUMBER: 000-24520 CUSIP NUMBER: 975 01 3103 PART I - REGISTRANT INFORMATION Full Name of Registrant: W Technologies, Inc. Address of Principal Executive Offices: |
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| November 28, 2007 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB [X] Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal period ended July 31, 2007 [ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-24520 W Technologies, Inc. - (Exact name of small busine |
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| October 2, 2007 |
PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made and entered into effective the 27 day of September, 2007 (the “Effective Date”), by and between Winning Edge International, Inc. |
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| October 2, 2007 |
EX-10.4 5 ex104laurusfinalreleaseandam.htm AMENDMENT TO PROMISSORY NOTE - LAURUS AMENDMENT TO PROMISSORY NOTE This Amendment to the Promissory Note (“Amendment”), by and between Winning Edge International, Inc. (the “Company” formally known as GWIN, Inc.) and Laurus Master Fund, Ltd. (the “Lender”) and dated October 29, 2004, is entered into on this 28th day of September, 2007, on the following te |
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| October 2, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 26, 2007 (Date of Report: Date of earliest event reported) Winning Edge International, Inc. (Exact name of registrant as specified in its charter) Delaware & nbsp; 000-24520 04-3021770 (State or other jurisdiction (Commissi |
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| October 2, 2007 |
AMENDMENT ASSET PURCHASE AGREEMENT EX-10.1 2 ex101amfinaldocendmenttoasse.htm AMENDMENT TO THE ASSET PURCHASE AGREEMENT AMENDMENT TO ASSET PURCHASE AGREEMENT This Amendment to the Asset Purchase Agreement (“Amendment”), by and between Global Sports Edge, Inc., Winning Edge International, Inc., Wayne Allyn Root and Betbrokers plc, and dated June 27, 2007, is entered into on this 27 day of September, 2007, by and between Global Sport |
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| October 2, 2007 |
AMENDMENT, TERMINATION AGREEMENT AND MUTUAL RELEASE AMENDMENT, TERMINATION AGREEMENT AND MUTUAL RELEASE This Amendment, Termination Agreement and Mutual Release (this ?Agreement?), by and among Winning Edge International, Inc. |
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| September 7, 2007 |
AMENDMENT ASSET PURCHASE AGREEMENT AMENDMENT TO ASSET PURCHASE AGREEMENT This Amendment to the Asset Purchase Agreement (?Amendment?), by and between Global Sports Edge, Inc. |
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| September 7, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 6, 2007 (Date of Report: Date of earliest event reported) Winning Edge International, Inc. (Exact name of registrant as specified in its charter) Delaware & nbsp; 000-24520 04-3021770 (State or other jurisdiction (Commissio |
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| July 27, 2007 |
UNITED STATES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement o Confidential, For Use of the Commission Only (As Permitted by Rule 14c-5(d)(2)) x Definitive Information Statement WINNING EDGE INTERNATIONAL, INC. ( |
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| July 16, 2007 |
PREM14C 1 winningedgeschedule14cbetbro.htm COMPLETE DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, For Use of the Commission Only (As Permitted by Rule 14c-5(d)(2)) ¨ Definitive Informati |
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| July 5, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 3, 2007 (Date of Report: Date of earliest event reported) Winning Edge International, Inc. (Exact name of registrant as specified in its charter) Delaware & nbsp; 000-24520 04-3021770 (State or other jurisdiction (Commission Fil |
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| July 5, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-24520 Winning |
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| July 5, 2007 |
AGREEMENT AND PLAN OF REORGANIZATION ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into effective the 27th day of June, 2007, by and between Global Sports Edge, Inc. |
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| May 24, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 24, 2007 (Date of Report: Date of earliest event reported) Winning Edge International, Inc. (Exact name of registrant as specified in its charter) Delaware & nbsp; 000-24520 04-3021770 (State or other jurisdiction (Commission Fil |
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| May 24, 2007 |
Converted by EDGARwiz BETBROKERS plc (AIM-London: BETB) submits Letter Of Intent to purchase Las Vegas based WINNING EDGE INTERNATIONAL, Inc. |
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| May 22, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 18, 2007 (Date of Report: Date of earliest event reported) Winning Edge International, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction (Commission File Number |
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| May 22, 2007 |
TERMINATION AGREEMENT AND RELEASE Converted by EDGARwiz TERMINATION AGREEMENT AND RELEASE THIS TERMINATION AGREEMENT AND RELEASE (this "Agreement") is made and entered into as of the 18th day of May, 2007, by and between WINNING EDGE INTERNATIONAL, INC. |
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| March 30, 2007 |
WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF WINNING EDGE INTERNATIONAL, INC. |
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| March 30, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 30, 2007 (Date of Report: Date of earliest event reported) Winning Edge International, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction (Commission File Numb |
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| March 30, 2007 |
Winning Edge International, Inc. Converted by EDGARwiz Winning Edge International, Inc. Secured Promissory Note $30,000 March 30, 2007 Winning Edge International, Inc. (OTCBB: WNED), a Delaware corporation (the “Company”), hereby promises to pay to the order of Jay O. Wright and his executors, administrators and assigns (the “Holder”), the principal sum of THIRTY THOUSAND DOLLARS ($30,000) on July 31, 2007 or earlier if the merge |
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| March 26, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ? Confidential, For Use of the Commission Only (As Permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement WINNING EDGE INTERNATIONAL, INC. (Name of Regist |
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| March 26, 2007 |
Winning Edge International, Inc. Converted by EDGARwiz Exhibit 99.1 Winning Edge International, Inc. Secured Promissory Note $30,000 March 19, 2007 Winning Edge International, Inc. (OTCBB: WNED), a Delaware corporation (the “Company”), hereby promises to pay to the order of Jay O. Wright and his executors, administrators and assigns (the “Holder”), the principal sum of THIRTY THOUSAND DOLLARS ($30,000) on July 31, 2007 or earlier |
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| March 26, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 19, 2007 (Date of Report: Date of earliest event reported) Winning Edge International, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction (Commission File Numb |
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| March 26, 2007 |
FOR THE PURCHASE OF SHARES OF COMMON STOCK WINNING EDGE INTERNATIONAL, INC. Exhibit 4 Exhibit 4.1 WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF WINNING EDGE INTERNATIONAL, INC. THIS WARRANT, DATED AS OF MARCH 19, 2007, CERTIFIES THAT, FOR VALUE RECEIVED, Jay O. Wright (the “Holder”), is entitled to subscribe for and purchase from Winning Edge International, Inc., a Delaware corporation (the “Company”), One Hundred Fifty Thousand (150,000) shares of Common Stock of |
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| March 23, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ? Confidential, For Use of the Commission Only (As Permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement WINNING EDGE INTERNATIONAL, INC. (Name of Regist |
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| March 15, 2007 |
FOR RELEASE AT 9:00 AM EST, MARCH 15, 2004 PRESS RELEASE Winning Edge Reports Fiscal Second Quarter Results Company Recorded Positive Quarterly Net Income of $310,049, EBITDA of $390,512 Las Vegas, NV, March 15, 2007 – Winning Edge International, Inc. |
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| March 15, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-24520 Winni |
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| March 15, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 15, 2007 (Date of Report: Date of earliest event reported) Winning Edge International, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction (Commission File Numb |
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| March 7, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 6, 2007 (Date of Report: Date of earliest event reported) Winning Edge International, Inc. (Exact name of registrant as specified in its charter) Delaware 000-24520 04-3021770 (State or other jurisdiction (Commission File Numbe |
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| March 7, 2007 |
EX-10.1 3 dc130188168v8mobileproprogam.htm EXECUTION COPY AGREEMENT AND PLAN OF MERGER BY AND AMONG WINNING EDGE INTERNATIONAL, INC. PROGAMES ACQUISITION CORP. AND PROGAMES NETWORK, INC. March 6, 2007 DC1 30188168.8 TABLE OF CONTENTS Article I Certain Definitions Article II The Transaction 2.1 The Merger 2.2 Consideration; Conversion of ProGames Shares. 2.3 The Closing 2.4 Actions at the Closing. |
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| March 7, 2007 |
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK OF WINNING EDGE INTERNATIONAL, INC. |
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| March 7, 2007 |
ProGames Network To Merge with Winning Edge International, Inc. Winning Edge Shareholders to Receive $10 Million Preferred Stock Dividend; MobilePro Corp. to become largest shareholder in Winning Edge LAS VEGAS, Nev., MIAMI, Fla. and BETHESDA, Md. - March 7, 2007 - ProGames Network, a subsidiary of broadband telecommunications services company MobilePro Corp. (OTC Bulletin Board: MOBL), announced |
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| September 26, 2006 |
PROMISSORY NOTE $300,000 September 21, 2006 PROMISSORY NOTE $300,000 September 21, 2006 FOR VALUE RECEIVED, the undersigned, GWIN, Inc. |
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| September 26, 2006 |
LOAN AGREEMENT This LOAN AGREEMENT (this ?Agreement?) is entered into and made effective this 11h day of September 2006, by and between GWIN, Inc. |
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| September 26, 2006 |
INSIDER PLEDGE AND ESCROW AGREEMENT INSIDER PLEDGE AND ESCROW AGREEMENT THIS INSIDER PLEDGE AND ESCROW AGREEMENT (this “Agreement”) is made and entered into as of September 11, 2006 (the “Effective Date”) by and among WAYNE ALLYN ROOT (the “Pledgor”), CSI BUSINESS FINANCE, INC. |
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| September 26, 2006 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: September 7, 2006 Winning Edge International, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-24520 04-3021777 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identificatio |
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| September 26, 2006 |
PROMISSORY NOTE $355,000 September 11, 2006 EX-10.2 3 v053226ex10-2.htm PROMISSORY NOTE $355,000 September 11, 2006 FOR VALUE RECEIVED, the undersigned, GWIN, Inc., a Delaware corporation (the “Company”), promises to pay to CSI Business Finance, Inc., a Florida corporation (“Lender” and together with the Company, the “Parties” and each a “Party”), the principal sum of Three Hundred Fifty-Five Thousand Dollars ($355,000) plus interest pursua |
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| September 26, 2006 |
SUBSIDIARY SECURITY AGREEMENT THIS SUBSIDIARY SECURITY AGREEMENT (this ?Agreement?), is entered into and made effective as of September 11, 2006, by and between GLOBAL SPORTSEDGE, INC. |
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| September 26, 2006 |
GWIN Announces Termination of Letter of Intent to Merge with National Sports Services; Company to Focus on Internally Generated International Growth LAS VEGAS-(BUSINESS WIRE)-GWIN, Inc. |
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| September 26, 2006 |
PLEDGE AND ESCROW AGREEMENT THIS PLEDGE AND ESCROW AGREEMENT (the “Agreement”) is made and entered into as of September 11, 2006 (the “Effective Date”) by and among GWIN, INC. |
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| September 26, 2006 |
SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”), is entered into and made effective as of September 11, 2006, by and between GWIN, INC. |
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| August 28, 2006 |
GWIN, INC. 2006 STOCK INCENTIVE PLAN EXHIBIT 4.1 GWIN, INC. 2006 STOCK INCENTIVE PLAN 1. Establishment, Purpose and Types of Awards GWIN, Inc., a Delaware corporation (the “Company”), hereby establishes the GWIN, INC. 2006 STOCK INCENTIVE PLAN (the “Plan”). The purpose of the Plan is to promote the long-term growth and profitability of the Company by (a) providing key people with incentives to improve stockholder value and to contrib |
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| August 28, 2006 |
As filed with the U.S. Securities and Exchange Commission on August 28, 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 Registration Statement Under the Securities Act of 1933 GWIN, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 04-3021770 (State or jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 5052 Sou |
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| August 24, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Check the appropriate box: ? Preliminary Information Statement ? Definitive Information Statement ? Confidential, For Use of the Commission Only (As Permitted by Rule 14c-5(d)(2)) GWIN, INC. (Name of Regi |
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| August 11, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended Check the appropriate box: x Preliminary Information Statement o Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) o Definitive Information Statement GWIN, INC. (Name of Regi |
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| August 9, 2006 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED August 1, 2006 GWIN, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-24520 04-3021770 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 5092 South Jones Boule |
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| August 9, 2006 |
GWIN Announces Restructuring in Debt for Equity Transaction Exhibit 99.1 GWIN Announces Restructuring in Debt for Equity Transaction LAS VEGAS, Nevada - August 1, 2006, GWIN, Inc. (OTCBB: GWNI) GWIN announced today the Company has completed the first step in a comprehensive restructuring plan to strengthen the Company’s balance sheet and to retain the continued services of its key employee and founder, Wayne Allyn Root. Jeff Johnson, CFO of GWIN, stated “O |
