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 Which Requires Filing of this Statement) |
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
(Page 1 of 16 Pages)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page. |
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
SCHEDULE 13G
CUSIP No. 92934S403
| 1. |
NAMES OF REPORTING PERSONS
Magna Asset Services, Ltd.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
| 3. |
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY |
5.
|
SOLE VOTING POWER
-0- (See Item 4) |
|
6.
|
SHARED VOTING POWER
-0- (See
Item 4) |
|
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE DISPOSITIVE POWER
70,725,314* |
|
8.
|
SHARED DISPOSITIVE POWER
-0- (See
Item 4)
|
|
*Consists of Common Stock that the reporting person has the
right to acquire by way of conversion of promissory note(s), subject to the right of the issuer to repay the note(s) as set forth
in the terms of the note(s). See the issuer’s filings with the Securities and Exchange Commission for additional information
on the promissory note(s).
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,725,314* |
|
*Consists of Common Stock that the reporting person has the
right to acquire by way of conversion of promissory note(s), subject to the right of the issuer to repay the note(s) as set forth
in the terms of the note(s). See the issuer’s filings with the Securities and Exchange Commission for additional information
on the promissory note(s).
|
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
SCHEDULE 13G
CUSIP No. 92934S403
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% (based on the total of 707,961,103 outstanding shares
of Common Stock) |
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO – limited liability company
|
SCHEDULE 13G
CUSIP No. 92934S403
| 1. |
NAMES OF REPORTING PERSONS
Magna GP, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
| 3. |
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY |
5.
|
SOLE VOTING POWER
-0- (See Item 4) |
|
6.
|
SHARED VOTING POWER
-0- (See
Item 4) |
|
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE DISPOSITIVE POWER
70,725,314* |
|
8.
|
SHARED DISPOSITIVE POWER
-0- (See
Item 4)
|
|
*Consists of Common Stock that the reporting person has the
right to acquire by way of conversion of promissory note(s), subject to the right of the issuer to repay the note(s) as set forth
in the terms of the note(s). See the issuer’s filings with the Securities and Exchange Commission for additional information
on the promissory note(s).
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,725,314* |
|
*Consists of Common Stock that the reporting person has the
right to acquire by way of conversion of promissory note(s), subject to the right of the issuer to repay the note(s) as set forth
in the terms of the note(s). See the issuer’s filings with the Securities and Exchange Commission for additional information
on the promissory note(s).
|
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) £ |
SCHEDULE 13G
CUSIP No. 92934S403
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% (based on the total of 707,961,103 outstanding shares
of Common Stock) |
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO – limited liability company
|
SCHEDULE 13G
CUSIP No. 92934S403
| 1. |
NAMES OF REPORTING PERSONS
Magna Equities I, LLC
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
| 3. |
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY |
5.
|
SOLE VOTING POWER
-0- (See Item 4) |
|
6.
|
SHARED VOTING POWER
-0- (See
Item 4) |
|
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE DISPOSITIVE POWER
70,725,314* |
|
8.
|
SHARED DISPOSITIVE POWER
-0- (See
Item 4)
|
|
*Consists of Common Stock that the reporting person has the
right to acquire by way of conversion of promissory note(s), subject to the right of the issuer to repay the note(s) as set forth
in the terms of the note(s). See the issuer’s filings with the Securities and Exchange Commission for additional information
on the promissory note(s).
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,725,314* |
|
*Consists of Common Stock that the reporting person has the
right to acquire by way of conversion of promissory note(s), subject to the right of the issuer to repay the note(s) as set forth
in the terms of the note(s). See the issuer’s filings with the Securities and Exchange Commission for additional information
on the promissory note(s).
|
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
SCHEDULE 13G
CUSIP No. 92934S403
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% (based on the total of 707,961,103 outstanding shares
of Common Stock) |
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO – limited liability company
|
SCHEDULE 13G
CUSIP No. 92934S403
| 1. |
NAMES OF REPORTING PERSONS
Joshua Sason
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
| 3. |
SEC USE ONLY
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY |
5.
|
SOLE VOTING POWER
-0- (See Item 4) |
|
6.
|
SHARED VOTING POWER
-0- (See Item 4) |
| |
|
|
|
EACH
REPORTING
PERSON
WITH |
7.
|
SOLE DISPOSITIVE POWER
-0-* |
|
8.
|
SHARED DISPOSITIVE POWER
-0- (See Item 4) |
|
*Consists of Common Stock that the reporting person has the
right to acquire by way of conversion of promissory note(s), subject to the right of the issuer to repay the note(s) as set forth
in the terms of the note(s). See the issuer’s filings with the Securities and Exchange Commission for additional information
on the promissory note(s).
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,725,314* |
|
*Consists of Common Stock that the reporting person has the
right to acquire by way of conversion of promissory note(s), subject to the right of the issuer to repay the note(s) as set forth
in the terms of the note(s). See the issuer’s filings with the Securities and Exchange Commission for additional information
on the promissory note(s).
|
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨ |
SCHEDULE 13G
CUSIP No. 92934S403
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.99% (based on the total of 707,961,103 outstanding shares
of Common Stock) |
|
12.
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
SCHEDULE 13G
CUSIP No. 92934S403
Item 1.
| |
(a) |
Name of Issuer
W Technologies, Inc., a Delaware corporation |
| |
|
|
| |
(b) |
Address of Issuer’s Principal Executive Offices
5092 S JONES BLVD
LAS VEGAS NV 89118
9786892080 |
| |
|
|
Item 2.
| |
(a) |
Name of Person Filing
This Schedule 13G (this
“Schedule 13G”) is being jointly filed by Magna Asset Services, Ltd, a company with limited liability organized and
existing under the laws of the Cayman Islands (“Magna Asset Services”), Magna GP, LLC, a Delaware limited
liability company (“Magna GP”), Magna Equities I, LLC, a Delaware
limited liability company (“Magna Equities I”), and Joshua Sason
(each, a “Reporting Person” and, collectively, the “Reporting Persons”)
with respect to shares of common stock, $0.0001 par value, of the Issuer (the “Common Stock”) owned indirectly by Magna.
This Schedule 13G is being filed voluntarily to report changes in the number of shares of Common Stock beneficially owned by the
Reporting Persons and to report that the Reporting Persons beneficially own more than 5% of the Common Stock. Capitalized terms
used herein and not otherwise defined have the meanings ascribed thereto in the Schedule 13G. |
| |
|
|
| |
(b) |
The address of the principal business office of each of the
Reporting Persons is:
5 Hanover Square, New York, New York 10004. |
| |
|
|
| |
(c) |
Citizenship
Magna Asset Services is a Cayman Islands
company with limited liability.
Magna GP is a Delaware limited liability
company.
Magna Equities I is a Delaware limited
liability company.
Mr. Sason is a United States citizen. |
| |
|
|
| |
(d) |
Title of Class of Securities
Common Stock, $0.0001 par value |
| |
|
|
| |
(e) |
CUSIP Number
92934S403 |
SCHEDULE 13G
CUSIP No. 92934S403
Item 3. If this statement is filed pursuant to
§§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| |
(a) |
¨ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| |
|
|
|
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(b) |
¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| |
|
|
|
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(c) |
¨ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| |
|
|
|
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(d) |
¨ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| |
|
|
|
| |
(e) |
¨ |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| |
|
|
|
| |
(f) |
¨ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| |
|
|
|
| |
(g) |
¨ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| |
|
|
|
| |
(h) |
¨ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| |
|
|
|
| |
(i) |
¨ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| |
|
|
|
| |
(j) |
¨ |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership.
Provide the following
information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
| |
(a) |
Amount beneficially owned: |
The information required by
Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated by reference for each such
Reporting Person.
SCHEDULE 13G
CUSIP No. 92934S403
The information required by
Item 4(b) is set forth in Row 11 of the cover page for each Reporting Person hereto and is incorporated by reference for each such
Reporting Person.
| |
(c) |
Number of shares as to which such person has: |
| |
(i) |
Sole power to vote or to direct the vote |
| |
|
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person. |
| |
(ii) |
Shared power to vote or to direct the vote |
| |
|
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person. |
| |
(iii) |
Sole power to dispose or to direct the disposition of |
| |
|
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person. |
| |
(iv) |
Shared power to dispose or to direct the disposition of |
| |
|
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated by reference for each such Reporting Person. |
The 70,725,314
shares of Common Stock owned indirectly by Magna Asset Services may be acquired pursuant to the conversion of a $100,000
Convertible Promissory Note.
Magna GP owns all
membership interests in Magna Asset Services. Mr. Sason owns all membership interest in Magna GP and Magna Equities I. Accordingly,
Mr. Sason, subject to the limitations of the rights described above, has sole power to vote or to direct the vote and sole power
to dispose or to direct the disposition of all securities owned directly by Magna GP and Magna
Equities I, including, without limitation, the Common Stock. Mr. Sason does not directly own any shares of Common Stock.
Under Rule 13d-3 under the Exchange Act, Mr. Sason may be deemed to beneficially own the shares of Common Stock owned directly
by Magna GP, Magna Asset Services, and Magna Equities I. Neither the Reporting Persons
nor any of their affiliates are registered broker-dealers or an associated person of a registered broker-dealer.
SCHEDULE 13G
CUSIP No. 92934S403
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ¨.
Item 6. Ownership of More Than Five
Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification
of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of
Group.
Not Applicable
Item 10. Certification.
By signing below I certify
that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that purpose or effect.
[Signatures on following page]
SCHEDULE 13G
CUSIP No. 92934S403
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: December 29, 2014 |
|
|
|
| |
|
|
|
| |
Magna Asset Services, Ltd |
| |
|
| |
By: |
/s/ James McDade |
| |
|
Name: |
James McDade |
| |
|
Title: |
Authorized Signor |
| |
|
|
|
| |
Magna GP, LLC |
| |
|
|
|
| |
By: |
/s/ Joshua Sason |
| |
|
Name: |
Joshua Sason |
| |
|
Title: |
Managing Member |
| |
|
|
|
| |
Magna Equities I, LLC |
| |
|
|
|
| |
By: |
/s/ Joshua Sason |
| |
|
Name: |
Joshua Sason |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
|
| |
Joshua Sason |
| |
|
/s/ Joshua Sason |
| |
|
JOSHUA SASON |
SCHEDULE 13G
CUSIP No. 92934S403
EXHIBIT
INDEX TO SCHEDULE 13G
EXHIBIT 1
Joint
Filing Agreement, dated as of December 29, 2014, by and between Magna Asset Services, Ltd., Magna GP, LLC, Magna Equities I,
LLC, and Joshua Sason.
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 the Filers hereby acknowledges and agrees that the foregoing statement on Schedule 13G (the “ Schedule 13G ”)
is filed on behalf of each of the Filers and that all subsequent amendments to the Schedule 13G shall be filed on behalf of each
of the Filers without the necessity of filing additional joint filing agreements. Each Filer acknowledges that such Filer shall
be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning such
Filer contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any of the
other Filers, except to the extent that such Filer knows or has reason to believe that such information is inaccurate. Each Filer
consents to the filing of this Joint Filing Agreement as an exhibit to the Schedule 13G.
This
Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute
one and the same instrument.
This
Joint Filing Agreement may be terminated by any of the Filers upon written notice to the other Filers.
[ Signature
Page Follows ]
SCHEDULE 13G
CUSIP No. 92934S403
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the date set forth above.
| |
Magna Asset Services, Ltd. |
| |
|
|
|
| |
By: |
/s/ James McDade |
| |
|
Name: |
James McDade |
| |
|
Title: |
Authorized Signor |
| |
|
|
|
| |
Magna GP, LLC |
| |
|
|
|
| |
By: |
/s/ Joshua Sason |
| |
|
Name: |
Joshua Sason |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
|
| |
Magna Equities I, LLC |
| |
|
|
|
| |
By: |
/s/ Joshua Sason |
| |
|
Name: |
Joshua Sason |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
|
| |
Joshua Sason |
| |
|
|
|
| |
|
/s/ Joshua Sason |
| |
|
JOSHUA SASON |