UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

~~þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~[X]

~~For~~ANNUAL ~~the~~REPORT ~~fiscal~~PURSUANT ~~year~~TO ~~ended~~SECTION ~~December~~13 ~~31,~~OR ~~2012.~~15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

oFor ~~TRANSITION~~the ~~REPORT~~fiscal ~~PURSUANT~~year TOended ~~SECTION~~December 1331, ~~OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~2014

~~For~~[ ] ~~the~~TRANSITION ~~transition~~REPORT ~~period~~PURSUANT ~~from~~TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~___~~For the transition period from to .

Commission file number: 000-26927

WWA GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation) 77-0443643 (IRS Employer Identification No.)

~~77-0443643~~107 W. Bridge St., Portland, MI 48875

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

700 Lavaca Street, Suite 1400, Austin, Texas 78701

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (~~480~~855) ~~505~~410-~~0070~~8509

Securities registered under Section 12(b) of the Act: ~~none~~None.

Securities registered under Section 12(g) of the Act: ~~common stock (title of class), $0.001 par value.~~

Common Stock, par value $0.001 per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o[ ] No þ[X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o[ ] No þ[X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

~~Exchange Act~~ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of ~~1934~~ Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~ submit and post such files). Yes [X] No [ ]

~~reports~~Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and ~~(2)~~will ~~has~~not ~~been~~be ~~subject~~contained, to ~~such~~the ~~filing~~best ~~requirements~~of ~~for~~registrant’s ~~the~~knowledge, ~~past~~in 90definitive ~~days.~~proxy ~~Yes~~or þinformation Nostatements oincorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every

Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during

the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not

contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements

incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller

reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule

12b-2 of the Exchange Act. Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of the registrant's common stock, $0.001 par value (the only class of voting stock), held by

non-affiliates (21,927,848 shares) was approximately $822,294 based on the average closing bid and ask prices ($0.0375) for the

common stock on April 10, 2013.

At April 12, 2013 the number of shares outstanding of the registrant's common stock, $0.001 par value (the only class of voting

stock), was 23,841,922.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

As of June 30, 2014, the last business day of the registrant’s most recently completed fiscal quarter, the aggregate market value of the registrant's common stock, $0.001 par value, held by non-affiliates was $330,947 based on the closing price for that day.

At March 26, 2015 there were 374,201,110 shares of the registrant’s common stock issued and outstanding.

TABLE OF CONTENTS

PART I

Item1.

Business

Item 1A.

Risk Factors

1611

Item 1B.

Unresolved Staff Comments

1814

Item 2.

Properties

1914

Item 3.

Legal Proceedings

1914

Item 4.

Mine Safety Disclosures

1914

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities15

Equity Securities

Item 6.

Selected Financial Data

2117

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of ~~Operations~~

21Operations

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

2621

Item 8.

Financial Statements and Supplementary Data

2621

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial ~~Disclosure~~

27Disclosure

Item 9A.

Controls and Procedures

2722

Item 9B.

Other Information

2822

PART III

Item 10.

Directors, Executive Officers, and Corporate Governance

2924

Item 11.

Executive Compensation

3126

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related ~~Stockholder~~

32Stockholder Matters

~~Matters~~27

Item 13.

Certain Relationships and Related Transactions, and Director Independence

3328

Item 14.

Principal Accountant Fees and Services

3328

PART IV

Item 15.

Exhibits, Financial Statement Schedules

3429

Signatures

3530

PART I

ITEM 1.

BUSINESS

As used herein the terms “WWA Group,” “we,” “our,” and “us” refer to WWA Group, Inc., its subsidiaries, and its predecessors, unless context indicates otherwise.

~~subsidiaries,~~Corporate ~~and its predecessors, unless context indicates otherwise.~~History

~~Corporate~~Recent ~~History~~Activities

~~WWA~~On ~~Group~~January 21, 2015 we enter into a Share Exchange Agreement (“Agreement”) with AllCom, a Nevada corporation. The event was ~~incorporated~~reported in ~~Nevada~~a Current Report on ~~November~~Form ~~26,~~8-K ~~1996,~~filed aswith the Securities and Exchange Commission (the “~~Conceptual~~Commission”) ~~Technologies~~on January 26, ~~Inc~~2015. Under the Agreement we will acquire all of the issued and outstanding stock of Genie Gateway (“Genie”) Onfor a combination of our common and preferred stock. Genie is a California corporation and the wholly owned subsidiary of AllCom.

~~April~~The 9,Agreement ~~1998,~~provides ~~WWA~~that ~~Group’s~~AllCom ~~name~~will ~~changed~~exchange to100% ~~“NovaMed~~of the issued and outstanding common shares of Genie for a combination of our common stock and a Series B Preferred Stock, ~~Inc~~will be created in connection with the transaction.” The tocombination ~~reflect~~of the ~~acquisition~~newly issued securities will constitute ninety-seven percent (97%) voting control of aour ~~medical~~issued and outstanding capital stock. The Agreement further provides for the appointment of four new members to our board of directors while one current member of the board will resign. The transaction is subject to the parties meeting certain conditions precedent to closing.

~~device~~AllCom ~~manufacturer~~is ~~and~~a ~~retailer.~~developer ~~The~~of ~~medical~~proprietary ~~device~~hardware ~~business~~and ~~was~~software ~~abandoned~~solutions inintegrating ~~October~~telecommunications, ofelectronic ~~2000.~~banking Onand the internet.

~~August~~Genie 8,Gateway ~~2003,~~is ~~WWA~~a ~~Group~~unified ~~acquired~~communications ~~World~~and ~~Wide~~payment ~~Auctioneers,~~processing ~~Ltd.~~platform ~~(“World~~blending ~~Wide”)~~business aproducts ~~British~~and ~~Virgin~~services - traditionally purchased from multiple vendors - into one seamless service.

~~Island~~On ~~registered~~January ~~company~~30, 2015 we entered into a new Share Exchange Agreement (“New Agreement”) with AllCom. The New Agreement supersedes and ~~changed~~replaces ~~our~~the ~~name~~Agreement executed on January 21, 2015. The New Agreement extends the final date for a closing to ~~“WWA~~March ~~Group~~16, ~~Inc~~2015 along with the modification of certain terms and conditions.” The OnNew ~~October~~Agreement 31was filed as an exhibit to a Current Report on Form 8-K, ~~2010~~filed with the Commission on February 4, ~~WWA~~2015.

~~Group~~On ~~sold~~March ~~World~~16, ~~Wide~~2015, we entered into a First Amendment to ~~Seven~~the ~~International~~Agreement ~~Holdings~~(the “Amendment”), ~~Ltd~~wherein we agreed to extend the proposed closing date for the transaction to April 17, 2015, in exchange for a cash payment of $15,000. We have agreed to utilize the cash payment towards completing and filing this annual report on Form 10-K for our fiscal year ended December 31, 2014. A copy of the Amendment is attached as an Exhibit to a ~~Hong~~Current ~~Kong~~Report ~~based~~on ~~investment~~Form ~~company~~8-K filed with the Commission on March 23, 2015.

~~for~~Termination ~~its assumption~~ of ~~the~~Certain ~~assets~~License ~~and liabilities of the World Wide subject to certain exceptions~~Rights. ~~The~~

~~disposition~~Effective ~~did~~May ~~not~~28, ~~affect~~2014, ~~WWA~~we ~~Group’s~~entered ~~interest~~into ina ~~Asset~~License ~~Forum~~Acquisition Agreement with Brad Lane (“Lane”), ~~LLC~~pursuant to which we agreed to license certain rights to Cannabis Planet Productions (“CPP”), Cannabis Planet TV (“CPTV”) hereinafter the “License”. The License required the parties to meet certain additional obligations, ~~its~~which ~~ownership~~were not completed during the time frame established under the License. Lane defaulted under the License and on December 1, 2014, we sent a notice of ~~proprietary~~termination of the License to Lane, which terminated the License and cancelled all obligations related thereto.

~~on-line~~Organizational ~~auction software or its equity interest in Infrastructure Developments Corp. (“Infrastructure”).~~Background

~~Our~~We ~~consolidation~~were ~~with~~incorporated ~~Infrastructure~~ in Nevada on November 26, 1996, as “Conceptual Technologies, Inc.” On April 9, 1998, we changed our name to “NovaMed, Inc.” to reflect the acquisition of ~~2011~~a medical device manufacturer and retailer. The medical device business was abandoned in October of 2000. On August 8, on2003, ~~converting~~we ~~debt~~acquired World Wide Auctioneers, Ltd. (“World Wide”) a British Virgin Island registered company and changed our name to ~~equity~~“WWA ~~did~~Group, ~~not~~Inc.” ~~realize~~

~~certain~~On ~~expectations~~July ~~that~~12, 2012 we enter into a Share Exchange Agreement (“Agreement”), subject to shareholder approval, to acquire all of the ~~synergies~~issued ~~present~~and outstanding shares of Summit Digital, Inc. (“Summit”) from Summit Digital Holdings, Inc. in ~~the~~exchange ~~respective~~for ~~companies~~shares of our common stock. The Agreement provided that Summit would ~~generate~~exchange 100 shares or 100% of the ~~activity~~issued and outstanding shares of Summit for 99,000,000 shares of our Common Stock, par value $001 per share. The Agreement further provided for the appointment of two new members to our board of directors, the appointment of new executive officers and the resignation of one director.

~~necessary~~On May 10, 2013, we held a Special Meeting of our shareholders to ~~move~~consider ~~forward.~~the Onterms ~~June~~and ~~30,~~conditions ~~2012~~of the Agreement in connection with (1) the acquisition of Summit as a wholly owned subsidiary and (2) an amendment to our articles of incorporation that would increase the number of authorized common shares to 250,000,000, ~~WWA~~par ~~Group~~value ~~decreased~~$0.001 ~~its~~per ~~equity~~share. ~~position~~A third proposal that would authorize the board of directors to adjourn the Special Meeting in ~~Infrastructure~~the event insufficient votes were cast in respect to proposals 1 and 2 was approved by our shareholders, although no action was necessary since all proposals were approved by those shareholders holding a majority of our issued and outstanding shares.

The amendment to ~~that~~our articles of aincorporation ~~minority~~to ~~shareholder~~increase ~~through~~the anumber ~~series~~of authorized common shares was accepted by the Nevada Secretary of ~~debt~~State ~~settlements~~on ~~intended~~May 24, 2013. On June 5, 2013, we authorized the issuance of 99,000,000 shares of our restricted common stock to ~~relieve~~Summit ~~WWA~~thereby ~~Group~~completing the acquisition of Summit as our wholly owned subsidiary.

~~outstanding~~On ~~debt~~October ~~obligations~~7, 2013, by the written consent of the holders of a majority of our voting stock, our Board of Directors approved resolutions authorizing (1) Amended and Restated Company’s Articles of Incorporation that: (a) change our name to Summit Digital, Inc., ~~The~~(b) ~~divestiture~~increase our authorized capital stock from 250,000,000 shares to, 900,000,000 shares, consisting of ~~Infrastructure~~(i) 800,000,000 shares ~~caused~~of usCommon toStock, ~~abandon~~par ~~any~~value $0.001 per share (the "Common Stock") and (ii) 100,000,000 shares of preferred stock, par value $0.001 per share (the "Preferred Stock"), issuable in

~~consolidation of our accounts with those of Infrastructure as of June 30, 2012. We have also discontinued~~4

~~efforts~~one toor ~~commercialize~~more ~~the~~series ~~operations~~as our Board of ~~Asset~~Directors ~~Forum,~~may ~~LLC~~authorize ~~due~~from time to ~~the~~time, ~~competitive~~and ~~nature~~(c) provide for a super-majority vote requirement of ~~online~~not less than 75% of our Common Stock on certain corporate matters.

~~auction~~Under ~~platforms~~the rules of the Securities and Exchange Commission, the ~~limited~~above ~~capital~~actions cannot become effective until at least 20 days after an Information Statement relating to the above matters has been distributed to the stockholders of the Company. The record date for determining those shareholders entitled to receive the Information Statement was the close of business on October 29, 2013 (the “Record Date”). On the Record Date, we ~~have~~had ~~available~~outstanding 123,841,922 shares of Common Stock issued and outstanding. Pursuant to ~~compete~~disclosure contained in ~~this~~the ~~space~~Information, the above actions were to have taken effect on or about November 30, 2013. All of the foregoing resolutions have been implemented accept for the change of our name from WWA Group, Inc. to Summit Digital, Inc. The reason the name change has not yet taken effect is because Financial Industry Regulatory Authority (“FINRA”) did not timely accept our request to change the name of the Company and related trading symbol. As a result, we have withdrawn our request to FINRA to approve the change of name of the Company and assignment of new trading symbol and we will continue to operate under WWA Group, Inc. and our trading symbol WWAG until such time as we determine to resubmit our request to FINRA. Our board of directors reserves the right to make a submission to FINRA as such time as it may deem to be appropriate.

OnThe ~~July 12, 2012, WWA Group entered into an agreement to acquire all of the issued and outstanding~~Company

~~shares of Summit Digital, Inc. (“Summit Digital”) in exchange for shares of our common stock. Summit~~Introduction

Our operations are conducted through Summit Digital, Inc. (“Summit”). Summit was originally incorporated in the State of Nevada on April 21, 2009. On June 7, 2011, Summit changed its corporate domicile from Nevada to Wyoming. The share exchange between WWA Group and Summit was accepted by the WWA Group shareholders on June 10, 2013. WWA Group remains the name of the Company, while our cable operations are conducted through Summit. Summit is a multi-system operator ~~that~~(MSO) ~~provides~~providing cable ~~television~~TV, ~~high~~broadband ~~speed~~Internet, ~~internet~~voice telephony and related services to rural communities in the United States.

~~rural~~Business ~~communities~~Activities inand ~~the~~Strategy ~~United States. The agreement provides that the sole shareholder of Summit Digital~~

~~will~~We ~~exchange~~are ~~one~~focused ~~hundred~~on ~~percent~~acquiring ~~(100%)~~existing ofunderutilized cable systems in rural, semi-rural and gated community markets, aggregating them into a single MSO structure and creating growth by upgrading management, improving efficiency, cutting costs, and fully exploiting the ~~issued~~opportunities presented by bundling multiple services such as basic TV, premium TV, pay-per-view, broadband Internet, and ~~outstanding~~voice ~~shares~~telephony. These ofbundled ~~Summit~~service ~~Digital~~packages ~~for~~have become the industry standard in major urban markets served by major cable providers, but systems in our target market typically lag behind in adopting them, offering a substantial opportunity to increase penetration and per-customer revenue by offering these comprehensive service packages. We may at times build new cable systems or wireless infrastructure to serve areas where no infrastructure is in place, but the primary intent is to acquire underutilized existing systems. We intend to support and extend these packages by offering wireless data and voice service within its system footprint.

~~ninety~~We ~~nine~~believe ~~million~~that ~~(99~~other value-added services delivered through cable infrastructure,~~000~~ such as pay-per-view events,~~000)~~ ~~shares~~digital orvideo ~~eighty~~and ~~percent~~digital ~~(80%)~~video ofrecording, ~~WWA~~high-definition ~~Group~~TV and ~~for~~interstitial ~~two~~advertising ~~new~~also ~~members~~represent significant potential revenue streams that have not been effectively exploited by its acquisition targets. Compatible services such as provision of wireless internet provide additional potential revenue streams.

We intend to betake ~~appointed~~decisive steps to ~~WWA~~streamline ~~Group’s~~management, ~~board~~improve ofefficiency, ~~directors.~~and ~~The~~reduce ~~agreement~~costs ~~remains~~in ~~subject~~systems towe acquire using the ~~approval~~following areas of ~~our~~emphasis:

~~shareholders. A special meeting of shareholders is scheduled for May 10, 2013 to consider the prospective~~·

~~acquisition~~Any debt that is attached to these systems by the prior ownership will be restructured.

~~Operations currently consist of marketing efforts for Wing House mobile shelters in collaboration with~~·

~~Infrastructure~~Billing, collection, call center and ~~Asia8~~scheduling services will be centralized, ~~Inc.~~significantly ~~(“Asia8”)~~reducing costs for each system.

~~Our business office is located 700 Lavaca Street, Suite 1400, Austin, Texas, 78701, and our telephone~~·

~~number~~Head isend ~~(480)~~technicians ~~505-0070.~~located ~~WWA~~at ~~Group’s~~corporate headquarters ~~registered~~will ~~statutory~~direct ~~office~~employees isand ~~located~~monitor attheir ~~the~~performance, ~~UPS~~standardizing ~~Store~~and ~~1650~~service ~~3395~~practices and quality control.

~~South Jones Boulevard, Las Vegas, Nevada 89146.~~·

~~WWA Group currently trades on the Over the Counter Bulletin Board under the symbol “WWAG” and~~5

~~maintains~~Theft by potential subscribers who attempt to steal services can have a ~~corporate~~significant ~~website~~impact aton ~~www~~the viability of rural cable systems.~~wwagroup.com.~~ Measures ~~The~~to ~~information~~prevent ontheft will be installed, including regular audits conducted by our ~~website~~own isinstallers ~~not~~as ~~and~~well ~~should~~as independent contractors.

~~not be considered part of this report and is not incorporated by reference in this document.~~·

3Equipment purchasing will be combined to achieve economies of scale and reduce costs.

~~The Company~~·

~~Wing~~Structured ~~Houses~~management systems stressing continuous documentation, performance evaluation, and action to address weaknesses will be installed, addressing a common management deficiency in small single-system operators.

~~WWA~~Many ~~Group’s~~small ~~current~~to ~~operations~~medium ~~are~~sized ~~focused~~single-system ~~around~~operators of the ~~marketing~~type common in rural and ~~sale~~semi-rural ofUnited ~~“Wing~~States ~~Houses”~~have innot ~~North~~been developed to their full capacity, for two primary reasons.

~~America, the Middle East and parts of South-East Asia as a distributor pursuant to an agreement with the~~·

~~Renhe~~Many ~~Group~~of these systems were overburdened with debt that was incurred on the initial construction of their cable systems. Overly ~~The~~optimistic ~~units~~projections ~~are~~and ~~marketed~~unrealistic asperformance ~~mobile~~expectations ~~offices~~not orbacked ~~living~~up ~~space~~by ~~that~~appropriate ~~fold~~technology ~~into~~and amanagement ~~standard~~expertise, ~~container~~combined with lack of an established basis for prediction in many markets led system owners to take on excessive debt, which enabled their entry to the business but also left them unable to sustain their business profitably.

~~with all ISO fittings in place for easy transport.~~·

~~Wing~~The ~~Houses~~technology ~~can~~that besupports ~~placed~~the ~~anywhere~~upgraded ~~with~~services athat ~~swing~~Summit ~~lift~~intends ~~and~~to ~~opened~~provide ~~into~~has 80only ~~square~~recently ~~meters~~become ofcost-effective afor ~~living~~smaller orrural systems. Even with today’s superior and less expensive technology, small

~~working environment within four to five hours for a wide range of applications, including~~·

~~ Living~~individual ~~space~~cable systems rarely have the economies of scale or the financing necessary to effectively exploit these technologies. Summit Digital’s knowledgeable technical team and ability to combine equipment purchases will provide the knowledge and the leverage with suppliers that are needed to effectively introduce these technologies.

~~ Office~~We ~~space~~believe, based on extensive interviews and contacts with management at local systems, that the managers and owners of many of these systems are interested in acquisition on favorable terms by an MSO built around the principle of maximizing the potential of these systems. Based on interviews with small system managers, we believe that many of these systems can be acquired in exchange for a combination of cash and stock.

~~ On~~Once ~~site~~systems ~~showrooms~~have been acquired, we will upgrade them to support broadband Internet and voice telephony and aggressively market these combined services both to existing subscribers and non-subscribers within the system footprint. Existing cash flows, cash flows from acquired systems, and acquisition terms will allow us to pay for system upgrades as systems are built out.

~~ Restaurants~~We will add an additional revenue stream to our acquired cable systems through our capacity to insert local advertising, known as interstitials, to cable TV content. We have the right to insert local advertising into programming from major networks such as CNN, ESPN, Fox News and many others. This ad insertion is accomplished through an interface between the network and our system, with the network providing cue tones that open time slots for our advertisers. Again, this is a revenue opportunity not currently exploited by the cable systems we seek to acquire, and upgrading systems to accommodate this form of advertising presents a significant opportunity to generate additional revenue from existing infrastructure.

~~ Worker~~Our ~~accommodation~~business strategy is to acquire systems meeting viability criteria, aggregate them in a MSO format, improve management, reduce costs, and add revenue by aggressively promoting high-value services such as high speed broadband internet and pay-per-view TV and by adding advertising income and wireless services to the system revenue mix. We will not surrender controlling interest in systems we acquire. We may incur long-term debt, sell shares or issue shares to acquire systems or upgrade acquired systems. We believe that we can substantially increase both our subscriber base and our revenue per subscriber by following this strategy.

~~ Forward operations base.~~Innovation

We ~~own~~actively pursue innovative ways of using existing technology and ~~operate~~infrastructure to provide services and build customer and community relationships outside the ~~www~~traditional residential service model.~~winghouses.com~~ ~~web~~Two ~~site~~initiatives ~~with~~during ~~the~~2012 ~~permission~~– of2013 illustrate this commitment and the ~~manufacturer~~results ~~from~~it can bring.

~~which it generates leads. A video of our Wing Houses available on You Tube has in addition generated~~·

~~more than 15,000 viewings to date.~~6

We installed a sophisticated CCTV monitoring system for the community of McBain, Michigan, allowing continuous surveillance of key commercial and road areas. A web-based backbone permits data storage by Summit as well as monitoring by the Michigan State Police. The ~~standard~~system ~~Wing~~is ~~House~~designed ~~units~~to facilitate rapid response in emergencies and to provide vital evidence and understanding in criminal and other incidents. We are ~~mobile~~compensated ~~modular~~by ~~prefabricated~~an ~~structures~~installation ~~that~~fee ~~fold~~and ~~out~~will ~~from~~receive ~~standard~~a long term monthly fee for managing the system. Similar systems will be offered to other municipalities within our service footprint.

~~40-foot or 20-foot shipping containers to ready-to-use structures, with all baths, water, plumbing, air~~·

~~conditioning,~~We ~~lighting,~~also ~~cable~~installed a web-based system for a major dairy farm, ~~network~~allowing the farm operators to continuously monitor operations and ~~electrical~~provide ~~fittings~~remote incontrol ~~place~~for their robotic milkers. Agricultural ~~This~~operations ~~folding~~in ~~capacity~~the ~~allows~~rural aMidwest are becoming increasingly sophisticated and there is enormous scope for leveraging our existing technology and infrastructure to increase efficiency and create opportunities for us and for our clients.

~~standard~~We ~~40-foot~~will ~~unit~~continue ~~delivered~~to ~~with~~explore ainnovative ~~320~~ways ~~square~~to ~~foot~~supply ~~footprint~~needed services to ~~open~~individual, ~~into~~business, anindustrial ~~880~~and ~~square~~local ~~foot~~government ~~structure~~customers, inusing the full scope of opportunities provided by available technology.

4Wireless ~~to 5 hours, in a process requiring only basic hand tools and workers capable of following simple~~Internet

~~instructions~~Use of wireless internet services is exploding in the United States, driven by rapidly expanding sales of smartphones, tablets, and other mobile devices. ~~Any~~Cisco ~~truck~~Systems estimates that mobile traffic will expand from 0.6 exabytes/month in 2011 to 1.2 exabytes/month in 2012 and ~~hoisting~~will ~~equipment~~reach ~~capable~~6.3 ofexabytes/month ~~handling~~in ~~standard~~2015. Cable ~~shipping~~operators ~~containers~~across ~~can~~the United States have recognized that the cable business and the WiFi business have close synergies and that WiFi represents a

~~transport~~considerable ~~and~~opportunity ~~place~~for acable ~~Wing House~~companies. ~~Since~~The ~~container~~synergy ~~sizes~~is ~~are~~based ~~standard~~on ~~around~~a ~~the~~number ~~world,~~of ~~this equipment is~~elements:

~~widely available. The combination of standard ISO container dimensions and fittings and the ability to~~·

~~quickly~~As ~~unfold~~the ~~into~~amount aof ~~structure~~data ~~much~~transferred ~~larger~~over ~~than~~wireless networks expands, the ~~original~~critical ~~container~~need ~~makes~~for backhaul services – the ~~Wing~~link ~~House~~between ~~extremely~~wireless broadcast points and the internet backbone – becomes increasingly critical. Cable infrastructure is ideally suited to providing these services, enabling cable companies that also manage wireless sites to support their own backhaul needs instead of paying for them, as non-cable operators must.

~~economical to ship. Two or more Wing Houses can be joined end to end or side to side to form larger~~·

~~structures~~The ability of cable companies to use existing infrastructure for backhaul also drastically reduces the expense of acquiring rights of way. ~~Multiple~~ These ~~standard~~cost ~~floor~~advantages ~~plan~~make ~~configurations~~it ~~are~~possible ~~available~~for ~~and~~cable ~~custom~~companies ~~plans~~to ~~can~~compete beaggressively ~~ordered~~on wireless service pricing while retaining high margins.

~~While other container-based prefabricated structures are available, they offer final available space equal to~~·

Wireless technology also provides an option, that ofcan supersede wired, to reach hard-to-wire areas or as an option to homes in which the ~~original~~installed ~~container~~coaxial cable falls short. WeThese are ~~aware~~significant offeatures noin ~~other~~our ~~container-based~~target ~~prefabricated modular structure~~market.

~~that shares the ability of the Wing House to open into a structure much larger than the delivered unit.~~·

~~Wing~~Wireless ~~Houses~~services ~~are~~can ~~rated~~bring ~~for~~in ~~extreme~~subscribers ~~temperatures~~solely interested in wireless access. More important, ~~safe~~it can drive a “quadruple play” option in ~~hurricanes~~which ~~and~~we ~~earthquakes~~can offer a single-bill package combining TV, ~~meet~~home ~~the~~broadband, ~~highest~~voice communications, and wireless access.

~~safety and building code standards, and are very economical. The units use insulation sourced from~~·

~~Bradford~~We ~~Insulation,~~intend ~~Australia’s~~to ~~leading~~pursue ~~insulation~~opportunities ~~brand. The~~in ~~units~~this ~~carry~~promising asector ~~5-star~~as ~~energy~~an ~~use~~integral ~~rating~~part ~~and~~of ~~are~~our expansion plan.

~~ideal~~Subscriber ~~for use in extreme climates.~~Base

~~Wing~~We ~~Houses~~currently ~~come~~serve 591 subscribers in ~~many~~the ~~building~~states ~~configurations~~of Oklahoma and ~~room~~Michigan, ~~configurations~~with an average monthly billing of approximately $37,000. Our ~~and~~billings ~~they~~have ~~retail~~declined atover the past year due to the termination of certain non-profitable cable systems.

~~approximately~~2013 ~~$45,000-$85,000 ex-port in China. The Wing House is built in China by Renhe~~Business

~~Manufacturing~~We ~~and~~were ~~has~~granted ~~been~~a ~~re-branded~~franchise byand have completed the ~~Company~~first phase of a new cable system in McBain, Michigan. ~~Renhe~~This ~~has~~project calls for the installation of cable TV, Broadband Internet and telephone services passing 550 homes, and an ~~exclusive~~industrial ~~distribution~~complex ~~agreement~~with several business and potential for expansion. We have completed installations for the McBain school district and the Munson Medical Clinic, and a closed circuit camera system for downtown McBain. We have also started a system build out in Marion, Michigan using company cash flows.

~~with~~2014 ~~MKL Asia, a company owned by the original patent holder who is also the principal of Renhe. MKL~~Business

~~Asia~~We ~~has~~completed ~~granted~~the afirst ~~sub-distribution~~phase ~~license~~of the build out for wireless internet service for Marion, Michigan. We have continued to ~~WWA~~grow ~~Group~~our ~~and~~surveillance ~~its~~camera ~~affiliates~~system in McBain, Michigan. We have also added more sophisticated technology to ~~market~~our towers allowing for more wireless internet speed and ~~sell~~coverage ~~Wing~~for ~~House~~the surrounding areas. In addition we have pulled new fiber optics in the Leroy area increasing our ability to serve a better product to our existing subscriber base.

inWe ~~North~~also ~~America,~~opened ~~the~~a ~~GCC,~~new ~~and~~office ~~most~~in ofPortland ~~Southeast Asia~~Michigan.

4Proposed Expansion

~~Wing Houses are suitable for a wide range of applications, including:~~7

~~ living~~We ~~space~~are aggressively pursuing expansion opportunities:

~~ office space~~·

~~ on~~We ~~site~~are ~~showrooms~~working with the Federal Government to obtain stimulus funding which would allow us to construct high speed internet service and to be a last mile provider for the underserved rural market.

~~ restaurants~~·

~~ worker~~We ~~accommodation~~will begin phase 2 of the Marion, Michigan build out within the next three months.

~~ forward operations bases~~·

~~Standard~~We ~~configurations~~are ~~include:~~currently under negotiations to purchase two wireless internet providers in close proximity to our Tulsa, Oklahoma systems.

~~ 3~~We ~~Bedrooms~~hope +to 1complete ~~Living~~these ~~room~~expansion +opportunities 1during ~~Kitchen~~2015, +though 1there ~~bath~~is +no 1assurance ~~Laundry~~that all or any of these will be completed.

~~ 4~~Our ~~Bedrooms~~target +remains 2at ~~Kitchens~~100,000 +total 2subscribers ~~baths~~within three years, which we believe is a conservative estimate of potential, provided that adequate financing can be obtained. Per-subscriber billing in the systems we have targeted, typically based only on cable TV services, is under $50/month. We intend to increase this to a level close to the

~~ 4~~national ~~Bedrooms~~average +of ~~4 baths~~$128/month.

~~ 6~~Acquisition ~~Bedrooms + 6 baths~~Criteria

~~ 8~~Our ~~Bedrooms~~acquisition +strategy 4relies ~~baths~~on careful assessment of acquisition candidates by a management team with extensive experience in the cable industry.

~~ 1 Classroom + 1 bath + 1 Office~~·

~~ 1~~Many ~~large~~of ~~room~~the systems available for acquisition carry significant debt burdens. We will only go through with acquisitions if owners and/or creditors are willing to restructure debt. Typically this involves an exchange of debt and equity, with owners/creditors exchanging debt for stock. Since these individuals are in the business, they understand the inherent viability and potential of our business model, and these offers have so far met a generally positive reception.

~~The Wing House is available in configurations specifically optimized for classroom use, wired with~~·

~~high-speed~~We ~~Internet~~focus ~~and~~on ~~with~~areas ~~computer~~that ~~stations~~offer ~~included~~potential for aggregating multiple systems in physically adjacent territory, maximizing the potential of existing infrastructure.

~~The range of products also includes the newly developed “pop out” 20 and 40 foot rapid deployment units~~·

We target areas with existing unserved demand for broadband Internet. Typically this means acquiring systems that ~~slide~~do ~~out~~not offer broadband Internet at the time of acquisition, offering potential for immediate increase in ~~minutes~~subscribers and ~~are~~per-subscriber ~~also~~billing ~~pre-fit~~by ~~with~~adding ~~all~~broadband ~~baths~~Internet to the service package and ~~fixtures~~aggressively promoting it.

~~Markets~~·

~~The~~Economic ~~Modular~~viability ~~Building~~of ~~Institute~~acquisition ~~(MBI)~~candidates ~~estimates~~is ~~that~~evaluated atby our management team, which has extensive experience in the ~~end~~cable ofbusiness. In ~~2011~~some ~~there~~cases ~~were~~the ~~well~~team ~~over~~may ~~500,000~~prefer to negotiate directly with creditors or a bankruptcy court; in others the system is deemed non-viable and the acquisition is abandoned.

~~code-compliant relocatable buildings in North America. MBI estimated that the total value of industry~~·

~~owned~~Markets ~~relocatable~~must ~~buildings~~be ~~was~~assessed ~~between~~for $5growth potential.5 Some -rural ~~$6.0~~markets ~~billion,~~are ~~and~~economically stagnant with a decreasing population that will not support growth in our industry. Acquisitions in these ~~assets~~areas ~~generated~~will ~~estimated~~not be pursued.

~~annual revenues of $3.0 billion. MBI reports that~~Market

There are approximately 10,700 cable systems in operation in the United States. Companies owning more than one system are known in the cable industry as multiple system operators (MSOs). Four major MSOs (AT&T, Time Warner, Comcast and Cox Communications) dominate the industry, accounting for 70% of all cable television customers. ~~fleet~~These ~~owners~~major ~~indicated~~players ~~that~~have ~~top~~aggressively ~~markets~~pursued ~~served~~the ~~were:~~high-density ~~classrooms~~urban orand ~~educational~~suburban ~~units;~~markets.

~~construction~~The ~~site~~rural, ~~offices;~~semi-rural, ~~general~~and ~~offices;~~gated ~~retail/hospitality;~~community market, in contrast, is extremely fragmented, dominated by single-system operators serving from 500 to 5,000 subscribers. Many of these suffer from unstructured and ~~“energy/industrial”~~passive ~~This~~management ~~last~~and have been slow to exploit the opportunities offered by cable Internet, voice telephony, pay-per-view, and other value-added services that allow cable companies to increase revenues with the same infrastructure. As a consequence of this disparity, these smaller systems show monthly per-customer billing well below their larger, more aggressively managed urban rivals.

~~category~~Our observation is ~~comprised~~that ~~mainly~~the ofrural ~~workforce~~providers ~~housing~~targeted ~~accommodations~~for acquisition lag far behind the national average for Internet subscribers, even in ~~areas~~networks ofthat ~~energy~~have made broadband Internet available. We believe that with effective marketing

~~exploration.~~8

~~Income~~and ~~from~~introduction of competitive broadband services the ~~three~~percentage ~~largest~~of ~~companies~~TV ~~primarily~~customers ~~engaged~~subscribing into ~~the~~broadband ~~sale~~can ~~and~~be ~~lease~~brought ofup ~~relocatable~~to ~~buildings~~national averages, offering a significant growth opportunity.

~~exceeds~~We 50are ~~percent~~aggressively ofpursuing ~~the~~acquisitions ~~total~~and ~~industry~~other ~~revenue~~arrangements that will add to our subscriber base. The ~~ten~~systems ~~largest~~we ~~fleet~~have ~~owners~~targeted ~~account~~ for ~~greater~~acquisition ~~than~~serve 75rural, semi-rural, and gated communities, and their per-customer billings generally lag well behind these national averages. Single-system operators we surveyed as acquisition candidates typically have monthly billings below $50/customer, with Internet penetration as low as 25% in systems offering Internet. We believe that this disparity represents a substantial opportunity, and that by adopting the bundling strategies and aggressive marketing techniques standard among larger MSOs, Internet penetration and monthly billing in small systems can rapidly increase to levels comparable to national averages.

~~percent~~Broadband Internet provides a particularly attractive growth opportunity in our target niche. We believe that a substantial difference remains in overall broadband use at home between urban and rural areas. The gap has declined since 2007 but still exists. In 2009, 65.9% of ~~total~~urban ~~revenue~~households ~~while~~and ~~the~~54.1% ~~top~~of ~~twenty~~rural ~~account~~households ~~for~~accessed ~~greater~~broadband ~~than~~service. 90In ~~percent~~contrast, 8.9% ~~About~~of 75rural ~~percent~~households and only 3.7% of ~~all~~urban households used dial-up. In 2007, 53.8% of

~~inventory~~households ofin ~~relocatable~~urban ~~buildings~~areas and 38.8% of households in ~~North~~the ~~America~~rural isUnited ~~controlled~~States were broadband users. Again, rural homes relied more heavily on dial-up (19.3%) than urban did (8.5 percent) that year. Broadband use at home also varies by regions, with the ~~ten~~West ~~largest~~(68%) ~~fleet~~of ~~owners~~households and Northeast (67%) leading, ~~with~~followed 90by the Midwest (62.2%), and the South (60%) in 2009.”

~~percent~~The ~~controlled~~substantial bylag in broadband adoption in rural markets, and the ~~top~~significant 20overhang ~~largest~~of ~~fleet~~rural ~~owners~~dial-up connections, represents a significant opportunity that Summit’s business plan is designed to capture. The disparity is particularly evident in the Midwest, which represents a major business focus for Summit. Management believes that cable companies in particular are well positioned to serve the increase in rural broadband connection: large numbers of homes already subscribe to cable TV, making cable an obvious source for broadband.

~~Fleet~~The ~~owners~~Obama ~~generated~~administration ~~revenue~~has ~~from~~prioritized the ~~following~~extension ~~sources:~~of broadband services to rural areas, with the President specifically citing “connecting every corner of our country to the digital age” as a policy priority. A broad array of privileges and incentives has been offered to companies pursuing the development or improvement of broadband services in underserved areas. This program is clearly consistent with our business plan, and we are reviewing opportunities to take advantage of this support.

~~ Leasing~~Governmental ~~activity~~and –Environmental ~~45%~~Regulation

~~ Sales~~We –believe ~~30%~~that we are in compliance in all material respects with all laws, rules, regulations and requirements that affect its business.

~~ Service – (transportation~~Patents, ~~installation~~Trademarks, ~~stairs~~Licenses, ~~ramps~~Franchises, ~~etc.) – 25%~~

5Concessions, Royalty Agreements and Labor Contracts

AWe ~~2011~~have ~~report~~no bypatents, ~~Sage~~trademarks, ~~Policy Group~~concessions, ~~titled~~or ~~The~~labor ~~Economic & Financial Performance of the U~~contracts.~~S. Modular~~

~~Building Industry, analyzed thousands of relocatable building transactions over a 10 year period. The~~Employees

~~average~~We ~~annual~~have ~~return~~no onfull ~~investment~~time ofemployees. Tom aNix ~~relocatable~~and ~~building~~Stephen ~~sold~~Spencer, ~~was~~our 18officers ~~percent~~and directors, ~~which~~manage ~~was~~our ~~achieved~~business. Management also uses consultants, attorneys and accountants as necessary to complement services rendered by our officers. Our cable operations side of our business has two full time employees and two part time employees.

~~after an average holding period of 5.8 years.~~9

~~Change~~ITEM ~~in U~~1A.~~S. Employment by Sector~~

~~Dec-07~~RISK toFACTORS

~~Nov-11~~Our operations and securities are subject to a number of risks. Below we have identified and discussed the material risks that we are likely to face. Should any of the following risks occur, they will adversely affect our operations, business, financial condition and/or operating results as well as the future trading price and/or the value of our securities.

~~May-12~~Risks Related to Summit’s Business

~~May-12~~Due to our history of operating losses, our auditors are uncertain that we will be able to continue as a going concern.

~~Combined~~Our financial statements have been prepared assuming that we will continue as a going concern. For the years ended December 31, 2014 and 2013, we had net losses of approximately $317,213 and $88,976 respectively. The independent auditors’ report issued in conjunction with the financial statements for the years ended December 31, 2014 and 2013 contains an explanatory paragraph indicating that the foregoing matters raise substantial doubt about our ability to continue as a going concern. We cannot guarantee that we can generate net income, increase revenues or successfully expand our operation in the future, and if we cannot do so, the company may not be sustainable and any investment in the company may be lost.

~~Mining~~Because ~~(including~~our ~~oil~~auditors &have ~~gas)~~expressed a going concern opinion, our ability to obtain additional financing could be adversely affected.

16We have incurred losses since inception, which have resulted in an accumulated deficit of $442,157 at December 31, 2014.0% Because of these continued losses and our accumulated deficit, we have included a going concern paragraph in Note 2 to our financial statements included in this report, addressing substantial doubt about our ability to continue as a going concern. This going concern paragraph could adversely affect our ability to obtain favorable financing terms in the future or to obtain any additional financing if needed.

3Historically, we have lost money from operations and we have made no provision for any contingency, unexpected expenses or increases in costs that may arise.3%

19Since inception, we have been able to cover our operating losses from the cash flow from operations.~~30%~~ We do not know if we will be available to cover future operating losses this way. Additionally, we have borrowed funds from available lending sources to cover the costs of being a public company. If we are unable to continue to borrow adequate funds to meet our periodic reporting obligations that cannot otherwise be paid from our cash flows derived from operations we may not be able to meet our reporting obligations.

~~Education~~We ~~and~~are ~~Health~~dependent upon key personnel.

9Our performance and operating results are substantially dependent on the continued service and performance of our officers and directors.4% We intend to hire additional technical, sales, managerial and other personnel as we move forward with our business model. Competition for such personnel is intense, and there can be no assurance that we can retain our key employees, or that we will be able to attract or retain highly qualified personnel in the future. The loss of the services of any of our key employees or the inability to attract and retain the necessary personnel could have a material adverse effect upon our business, financial condition, operating results, and cash flows.

~~1.3%~~Risks Related to our Common Stock

10The market for our stock is limited and our stock price may be volatile.~~70%~~

~~Leisure~~The &market ~~Hospitality~~for our common stock has been limited due to low trading volume and the small number of brokerage firms acting as market makers. Because of the limitations of our market and volatility of the market price of our stock, investors may face difficulties in selling shares at attractive prices when they want to. The average daily trading

~~0.2%~~10

1volume for our stock has varied significantly from week to week and from month to month, and the trading volume often varies widely from day to day.0%

1We incur significant expenses as a result of the Sarbanes-Oxley Act of 2002, which expenses may continue to negatively impact our financial performance.~~20%~~

~~Professional~~We &incur ~~Business~~significant ~~Services~~legal, accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission, which control the corporate governance practices of public companies. Compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002, as discussed in the following risk factor, has substantially increased our expenses, including legal and accounting costs, and made some activities more time-consuming and costly.

-1Our internal controls over financial reporting may not be considered effective, which conclusion could result in a loss of investor confidence in our financial reports and in turn have an adverse effect on our stock price.3%

1Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 we are required to furnish a report by our management on our internal controls over financial reporting.7% Such report must contain, among other matters, an assessment of the effectiveness of our internal controls over financial reporting as of the end of the year, including a statement as to whether or not our internal controls over financial reporting are effective. This assessment must include disclosure of any material weaknesses in our internal controls over financial reporting identified by management. Since we are unable to assert that our internal controls are effective, our investors could lose confidence in the accuracy and completeness of our financial reports, which in turn could cause our stock price to decline.

0We do not pay dividends.~~40%~~

~~Government~~We do not pay dividends. We have not paid any dividends since inception and have no intention of paying any dividends in the foreseeable future. Any future dividends would be at the discretion of our board of directors and would depend on, among other things, future earnings, our operating and financial condition, our capital requirements, and general business conditions. Therefore, shareholders should not expect any type of cash flow from their investment.

-1We will require additional capital funding.8%

We will require additional funds in the form of additional equity offerings or debt placements, to maintain operations. Such additional capital may result in dilution to our current shareholders. Further, our ability to meet short-0term and long-term financial commitments will depend on future cash.2% There can be no assurance that future income will generate sufficient funds to enable us to meet our financial commitments.

-2If the market price of our common stock declines as the selling security holders sell their stock, selling security holders or others may be encouraged to engage in short selling, depressing the market price.~~00%~~

~~Total~~The ~~Non-Farm~~significant downward pressure on the price of the common stock as the selling security holders sell material amounts of common stock could encourage short sales by the selling security holders or others. Short selling is the selling of a security that the seller does not own, or any sale that is completed by the delivery of a security borrowed by the seller. Short sellers assume that they will be able to buy the stock at a lower amount than the price at which they sold it short. Significant short selling of a company’s stock creates an incentive for market participants to reduce the value of that company’s common stock. If a significant market for short selling our common stock develops, the market price of our common stock could be significantly depressed.

-3Our common stock is currently deemed to be “penny stock”, which makes it more difficult for investors to sell their shares.6%

0Our common stock is and will be subject to the “penny stock” rules adopted under section 15(g) of the Exchange Act.8% The penny stock rules apply to companies whose common stock is not listed on the NASDAQ Stock Market or other

~~-2.80%~~11

~~Trade,~~national ~~Transportation~~securities &exchange ~~Utilities~~and trades at less than $5.00 per share or that have tangible net worth of less than

-$5.,000,000 ($2%,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.

0The elimination of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification rights for our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees.7%

-4Our certificate of incorporation contains a specific provision that eliminates the liability of directors for monetary damages to us and our stockholders; further, we are prepared to give such indemnification to its directors and officers to the extent provided by Nevada law.~~50%~~ We may also have contractual indemnification obligations under its employment agreements with its executive officers. The foregoing indemnification obligations could result in our incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit us and our stockholders.

~~Financial~~ITEM ~~Activities~~1B.

~~-6.1%~~UNRESOLVED STAFF COMMENTS

0Not applicable.4%

-5ITEM 2.~~70%~~

~~Manufacturing~~PROPERTIES

~~-13~~We leased office space in McBain, Michigan for $550 per month on a recurring basis through May, 2014.0% Beginning April 1, 2014 we lease office space for our operations in Portland, Michigan for $550 per month on a month to month basis.

1ITEM 3.5%

~~-11.50%~~LEGAL PROCEEDINGS

~~Construction~~None.

~~-26.~~ITEM 4%.

~~-0.1%~~MINE SAFETY DISCLOSURES

~~-26~~Not applicable.~~50%~~

~~Source: Bureau of Labor Statistics, CES~~12

APART ~~Freedonia Group's industry market research report from late 2011 indicated that inside the multi-billion~~II

~~dollar~~ITEM U5.~~S. nonresidential prefabricated building system industry, modular building systems provide the~~

~~best~~MARKET ~~growth~~FOR ~~opportunities~~COMMON EQUITY, ~~and~~RELATED ~~commercial~~STOCKHOLDER ~~applications~~MATTERS, ~~are~~AND ~~expected~~ISSUER toPURCHASES ~~post~~OF ~~the~~EQUITY ~~fastest gains of any major~~SECURITIES

~~market.~~(a) ~~WWA~~Market ~~Group's own research on market demand – combined with new features and refinements of~~Information

Our common stock is quoted on the ~~product~~Over tothe ~~meet~~Counter ~~more~~Bulletin ~~stringent~~Board, ~~buyer~~a ~~standards~~service –maintained ~~has~~by ~~influenced~~the itFINRA tounder ~~initiate~~the ~~this~~symbol ~~rollout~~“WWAG”. Trading in ~~2013~~the common stock over-the-counter market has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions. ~~WWA~~ These prices reflect inter-dealer prices without retail mark-up, mark-down, or commission, and may not necessarily reflect actual transactions. The high and low bid prices for the common stock for each of the quarters listed below are as follows:

Group has a target of 100 unit sales in 2013.


Market Prices
Year	Quarter Ended	High	Low
2014	December 31	< $0.00	< $0.00
	September 30	< $0.00	<$0.00
	June 30	$0.01	< $0.00
	March 31	$0.02	$0.01
2013	December 31	$0.5	$0.02
	September 30	$0.02	$0.01
	June 30	$0.05	$0.02
	March 31	$0.07	$0.01

~~International~~Capital ~~Markets~~Stock

~~WWA~~The ~~Group~~following ~~holds~~is ~~distribution~~a ~~rights~~summary ~~for~~of the ~~Wing~~material ~~House~~terms inof ~~both~~our ~~the~~capital ~~Gulf~~stock. ~~Cooperation~~This ~~Council~~summary ~~(GCC),~~is subject to and qualified by our articles of incorporation and bylaws.

~~composed~~(b) ~~of Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, and the United Arab Emirates. Fueled by~~Holders

~~sustained~~As ~~high~~of ~~oil~~March 26, 2015, there were 893 shareholders of record holding 374,201,110 fully paid and ~~gas~~non-assessable ~~prices~~shares of common stock, ~~this~~par ~~has~~value ~~emerged~~$0.001 asper share, of our 800,000,000 shares of common stock authorized. The board of directors believes that the number of beneficial owners is substantially greater than the number of record holders since shares of our outstanding common stock are held in broker “street names” for the benefit of individual investors. The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the ~~world’s~~common ~~most~~stock ~~rapidly~~have ~~growing~~no ~~regions~~preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.

~~Steffen~~(c) ~~Hertog of the London School of Economics states:~~Dividends

NoWe ~~other~~have ~~rich~~not ~~region~~declared any cash dividends since inception and do not anticipate paying any dividends in the ~~world~~near ~~has~~future. ~~grown~~The aspayment ~~fast~~of asdividends is within the ~~GCC~~discretion inof ~~recent~~the ~~years~~board of directors and ~~none~~will ~~has~~depend on earnings, capital requirements, financial condition, and other relevant factors. There are no restrictions that currently limit our ability to pay dividends on WWA Group’s common stock other than those generally imposed by Nevada law.

asTransfer ~~rosy~~Agent anand ~~outlook for the near future: IMF estimates of real GDP growth for 2012 range~~Registrar

~~from~~Our 2transfer ~~percent~~agent ~~(Bahrain)~~and toregistrar 6is Interwest Transfer Company, 1981 E.3 ~~percent~~Murray-Holladay ~~(Saudi~~Road, ~~Arabia)~~Holladay, ~~with~~Utah, a84117–5164. ~~regional~~Interwest’s ~~average~~phone ofnumber 4is (801) 272-9294.9

~~percent. Average growth for 2013 is expected to again reach above 3 percent - all the while~~13

~~all~~Purchases ~~countries~~of ~~bar~~Equity ~~Bahrain~~Securities ~~are~~made ~~expected~~by tothe ~~rack~~Issuer upand ~~sizeable~~Affiliated ~~fiscal surpluses between 5.8 and~~Purchasers

~~26 percent of GDP thanks to continuing high oil prices~~None. ~~Consumer confidence is at an all~~

~~time~~Recent ~~high~~Sales ~~and~~of ~~privately~~Unregistered ~~driven sectors like retail and construction are expanding rapidly.~~Securities

~~Non-oil~~On ~~growth~~June is4, ~~emerging~~2013 aspursuant ato ~~major~~the ~~growth~~terms ~~driver~~of the Exchange Agreement we authorized the issuance of 99,000,000 asshares ~~regional~~of ~~governments~~our ~~invest~~restricted ~~oil~~common ~~income~~stock to Summit Digital Holdings, Inc. in ~~heavy~~reliance upon the exemptions from registration provided by Section 4(2) of the Securities Act. It is our belief that we complied with the exemption requirements of Section 4(2) of the Securities Act based on the following factors: (1) the authorizations was an isolated private transaction us which did not involve a public offering; (2) the offeree had access to the kind of information which registration would disclose; and (3) the offeree was financially sophisticated. The offeree is now our controlling shareholder.

~~industry~~In January 2014, ~~infrastructure~~we issued, ~~and~~in ~~other~~two ~~developments~~separate inprivate transactions, an ~~effort~~aggregate toof ~~diversify~~10 ~~their~~million ~~oil~~shares of common stock to non-~~dependent~~affiliates, ~~economies~~in connection with the partial conversion of a promissory note issued by us, pursuant to two separate cancellation of debt in exchange for stock agreements. Under these agreements, a total of $1,000 of the existing debt was cancelled by the issuance of such shares, a conversion price of $.0001 per share.

~~The~~In ~~combination~~May 2014, we issued an aggregate of ~~high~~2,000,000 ~~investment~~shares inof ~~increased~~our ~~energy~~2014 ~~production~~Series A Preferred Stock to Tom Nix and ~~surging~~Stephen ~~investment~~Spencer, both of whom are officers and directors of the Company (the “Series A Preferred Holders”) in ~~economic~~exchange for $2,000 and other good and valuable consideration. Based on the representation and warranties provided by the Series A Preferred Holders, the issuances are exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, due to the fact that the Series A Preferred Holders are affiliates of the Company and are familiar with our operations.

~~diversification~~The ~~creates~~2014 aSeries ~~significant~~A ~~opportunity~~Preferred Stock consists of 4,000,000 shares, $0.001 par value. A summary of the powers, preferences, rights, qualifications, limitations, and restrictions is below and qualified in its entirety to the complete description set forth in the Designation of Rights, Preferences, and Privileges for the ~~marketing~~2014 Series A Preferred Stock of ~~modular~~WWA ~~workforce~~Group, ~~housing~~Inc, ~~solutions~~as filed with the Secretary of State of the State of Nevada on May 8, 2014.

~~Virtually~~1. ~~all~~Liquidation. In ~~construction~~the ~~labor~~event inof any voluntary or involuntary liquidation (whether complete or partial), dissolution, or winding up of the ~~GCC~~Corporation, isthe ~~provided~~holders byof ~~contractual~~the ~~workers~~2014 Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders, whether from ~~other~~capital, ~~countries~~surplus, or earnings, an amount in cash equal to $0.01 per share. ~~These~~No distribution shall be made on the 2014 Series A Preferred Stock by reason of any voluntary or involuntary liquidation (whether complete or partial), dissolution, or winding up of the Corporation unless each holder of any Common Stock shall have received all amounts to which such holder shall be entitled.

~~workers~~2. ~~are~~Voting ~~typically~~Rights. The ~~housed~~holders of the 2014 Series A Preferred Stock shall be entitled to 250 votes per shares of 2014 Series A Preferred Stock and to vote with the Common Stock of the Corporation on ~~job~~all ~~sites~~matters submitted to a vote of Common Stockholders for all purposes. Except as otherwise provided herein or by the laws of the State of Nevada, the holders of the 2014 Series A Preferred Stock and ~~construction~~Common ~~managers~~Stockholders ~~need~~shall ~~the~~vote ~~ability~~together as one class on all matters submitted to ~~pack~~shareholder upvote ~~housing~~of the Corporation.

~~facilities~~3. asSubordination. Any ~~jobs~~redemption ~~finished~~hereunder ~~and~~shall ~~move~~be ~~them~~subordinated to ~~other~~payment ~~job~~in ~~sites~~full asof ~~easily~~all asSenior ~~possible~~Debt. ~~The extreme mobility and~~

~~rapid~~4. ~~deployment~~Dividends. The holder of the ~~Wing~~2014 ~~House~~Series ~~make~~A itPreferred aStock ~~strong~~shall ~~contender~~have ~~for~~the ~~acceptance~~right to receive dividends, in equal amounts per share, as are declared on the ~~GCC~~Corporation’s ~~market~~Common Stock by the board of directors of the Corporation.

~~WWA~~5. ~~Group~~No ~~also~~Conversion. ~~holds~~The ~~marketing~~shares ~~rights~~of ~~for~~ the ~~Wing~~2014 ~~House~~Series inA ~~Southeast~~Preferred ~~Asia,~~Stock aare ~~region~~not ~~that~~convertible into any other securities of the ~~OECD~~Corporation.

6. Redemption. Subject to the requirements and limitations of the corporation laws of the state of Nevada, the Corporation shall have the voluntary right to redeem up to 100 percent (100%) of the shares of the 2014 Series A

~~expects~~Preferred Stock outstanding at any time after two (2) years from the date of issuance pursuant to ~~maintain~~written anotice ~~“robust”~~of ~~average~~redemption given to the holders thereof on not less than 30 days, specifying the date on which the 2014 Series A Preferred Stock shall be redeemed (the "Redemption Date"). The redemption price for each share of 52014 Series A Preferred Stock outstanding shall be $0.5%01 ~~over~~per share plus any unpaid dividends, if applicable, on such share as of the ~~next~~Redemption ~~five~~Date ~~years~~(the "Redemption Price"). ~~Large~~The ~~infrastructure~~Redemption ~~projects,~~Price shall be paid in cash.

~~energy~~On August 19, 2013, (Note 1), October 7, 2013, (Note 2), March 11, 2014 (Note 3), April 25, 2014 (Note 4) and ~~mining~~May ~~industry~~19, ~~developments~~2014 (Note 5) we entered into Securities Purchase Agreement with Asher Enterprises, ~~disaster~~Inc. ~~relief~~pursuant to which we sold to Asher 8% Convertible Promissory Notes in the original principal amounts of $32,500, $32,500, $15,000, $53,000, and ~~temporary~~$37,500 ~~offices~~respectively, (the “Notes”). The Notes have nine month terms and are ~~among~~convertible into our common stock, par value $0.001 per at a Variable Conversion Price. The “Variable Conversion Price” means 51% multiplied by the ~~niches~~Market ~~open~~Price (representing a discount rate of 49%). For purposes of the Notes, “Market Price” means the average of the lowest three (3) Trading Prices from our Common Stock during the thirty (30) Trading Day periods ending on the latest complete Trading Day prior to the Conversion Date. The number of shares issuable upon conversion is limited so that the Holder’s total beneficial ownership of our common stock may not exceed 9.99% of the total issued and outstanding shares. This condition may be waived at the option of the holder upon not less than 61 days notice.

~~for~~Upon conversion of the ~~Wing~~Notes ~~House~~in whole or in ~~Southeast~~part, ~~Asia~~we are be obligated to deliver the conversion stock to the holder within three (3) business days of our receipt of notice of conversion. Failure to timely deliver conversion stock will cause us to incur daily penalties. The conversion price will be subject to adjustment in the event of certain dilutive issuances of securities, distributions of stock or assets to shareholders, mergers, consolidations, and certain other events. Pre-payment of the Notes will result in certain penalties depending on the time of pre-payment, and will not be allowed after 120 days

~~Competition~~Through December 31, 2014 the principle and accrued interest related to Note 1, Note 2 and Note 3 along with $49,265 of principle related to Note 4 had been converted into 132,917,011 shares of common stock.

~~The~~Through ~~Wing~~January ~~House~~31, ~~mobile~~2015 ~~shelter~~the ~~faces~~remaining noprinciple ~~direct~~and ~~competition~~the asaccrued ainterest ~~prefabricated~~related ~~expandable~~to ~~container-based~~Note 4 and $12,580 of principle related to Note 5 has been converted into 108,441,177 shares of common stock. We issued the securities in reliance upon the exemption from registration provided pursuant to section 4(2) under the Securities Act.

~~mobile~~ITEM ~~shelter system though a variety of site-built shelter options provide indirect competition~~6. ~~Typical~~

~~portable~~SELECTED ~~cabins~~FINANCIAL ~~used as temporary offices in some regions are much cheaper than the Wing Houses, but they~~DATA

~~(i)~~Not ~~have a life span of much less than half that of a Wing House, (ii) cannot be moved and re-used without~~required.

~~virtually rebuilding the units, (iii) can only be trucked as 35 square meters of cabin space per truck (as~~14

~~opposed~~ITEM ~~to Wing House 80 square meter per truck folded in), and (iv) have inferior wiring, lighting, bath~~7.

~~fixtures,~~MANAGEMENT’S ~~and~~DISCUSSION ~~insulation. The~~AND ~~Wing~~ANALYSIS ~~Houses~~OF ~~are~~FINANCIAL ~~competitively~~CONDITION ~~priced~~AND inRESULTS ~~certain~~OF ~~markets, and for certain users~~OPERATIONS

~~that~~This ~~are~~Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this current report contain forward-looking ~~for~~statements ~~more~~that ~~modern~~involve risks and ~~efficient~~uncertainties. ~~workforce~~Forward-looking ~~accommodation~~statements can also be identified by words such as ~~opposed~~“anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the ~~more~~subsection ~~utilitarian~~entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this current report. Our fiscal year end is December 31.

~~pre-fabricated~~Discussion ~~structures~~and ~~used in the past.~~Analysis

AOur ~~number~~plan of USoperation over the next twelve months is to continue as a multi-system operator that provides cable television, high speed internet and ~~Canadian~~related ~~companies~~services ~~compete~~to rural communities in the ~~high~~United ~~quality~~States. ~~prefabricated~~We ~~structure~~will ~~market~~require a minimum of $500,000 in additional debt or equity funding in the next twelve months to pursue our business plan, the majority of which amount will be focused on expanding the cable and internet business by acquiring existing operations. Such financing is not currently committed and there can be no assurance that such financing will be available within the next twelve months.

~~notably~~Results ~~Sunbelt~~of ~~Modular, Pacific Mobile Structures, Mobile Modular, Satellite Shelters, Williams~~Operations

~~Scotsman,~~The Mresults ~~Space~~of ~~Modular~~operations ~~Buildings~~for the years ended December 31, 2014 and ~~ModSpace. These~~2013 ~~companies~~present ~~use~~the aexpenses ~~variety~~associated ofwith ~~systems~~the public entity and the revenue and expenses associated with our cable and Internet operations in Michigan, and Oklahoma.

typically “panelized”, to install mobile structures in various configurations. Many of these structures are


				For the Year Ended December 31,
				2014			2013
Revenues		(net)	$	524,163		$	627,806
Operating expenses
	Cost of Goods Sold			309,644			371,788

	General, selling and administrative expenses			240,766			229,222
	Salaries and Wages			216,723			116,969
	Depreciation			15,755			12,111
		Total operating expenses		473,244			358,302
Loss from operations				(258,725	)		(102,284)
Other income (expense):
	Interest income (expense)			(173,199)			(1,712)
	Gain (loss) on derivative liability			90,118			-
	Other income (expense)			24,593			15,020
		Total other income (expense)		(58,488)			13,308
Net loss			$	(317,213	)	$	(88,976)

~~designed~~Net toIncome ~~be semi-permanent, and fill a distinctly different niche from the Wing House. They offer~~(Loss)

~~greater~~Net ~~flexibility~~loss infor ~~terms~~the year ended December 31, 2014, was $317,213 as compared to net loss of ~~size~~$88,976 ~~with~~for ~~larger~~the year ended December 31, 2013. The increase in net loss is primarily due to the increase in costs for attorneys, auditors, transfer agents and ~~more~~consultants ~~open~~related ~~floor~~to ~~plans~~our ~~available~~ongoing filing and reporting requirements. ~~They~~ ~~are~~Additionally, ~~also~~we ~~typically~~incurred substantial

~~more~~interest ~~expensive~~charges ~~and~~related ~~require more time~~ to ~~install. While~~the ~~these~~derivative ~~structures~~liability ~~will~~calculated ~~continue~~on toour ~~dominate~~convertible ~~the~~notes.

~~market for larger structures, the Company believes that the Wing House will fill an underserved niche~~Revenue

~~demand~~Our revenue for ~~high~~the ~~quality~~year ~~structures~~ended ~~offering~~December a31, ~~far~~2014 ~~higher~~was ~~degree~~$524,163 as compared to $627,806 for the comparable period for 2013. The decrease in revenue of ~~mobility~~$103,643, ~~and~~16%, ~~far~~is ~~faster~~a ~~installation~~result ~~than~~of discontinued cable service in Oklahoma due to lack of profitability.

~~current~~Gross ~~offerings.~~Income

~~WWA~~Gross ~~Group~~income ~~also~~for ~~competes~~the ~~with~~year ~~companies~~ended ~~focused~~December on31, 2014 was $214,519 as compared to $256,018 for the ~~leasing~~year ended December 31, 2013. The decrease in gross income over the comparative period of ~~modular~~41,499 ~~workforce~~represents ~~housing~~a ~~and~~16% change, while gross income as a percentage of revenues remained consistent at 41%. The decrease in gross income can be attributed primarily to the discontinued cable services in Oklahoma.

~~management~~Operating ofExpenses ~~workforce housing facilities. Companies engaged in this business include Black Diamond~~

~~Group~~Operating ~~Limited~~expenses increased from $358,302 ~~Target~~for ~~Logistics~~the year ended December 31, ~~Atco~~2013 ~~Structures~~to ~~and~~$473,244 ~~Logistics~~for the year ended December 31, ~~Rapid~~2014. ~~Camp~~The ~~Ltd~~increase of $115,042, ~~Guerdon~~32%, ~~Modular~~over the comparative period can be primarily attributed to accrued officer wages of $100,000 recorded on our books in January 2014.

~~Buildings,~~Other ~~Williams~~Income ~~Scotsman, Stock Modular, Wilmot Modular Structures, and many others. While some~~(Expense)

ofOther ~~these~~income ~~companies~~(expense) dofor ~~produce~~the ~~their~~year ~~own~~ended ~~modular~~December ~~housing~~31, ~~units~~2014 was ($58,488) ~~their~~of ~~primary~~expense ~~business~~as ~~lies~~compared to $13,308 of income for the year ended December 31, 2013. The increase in ~~leasing~~expenses of $71,796, 539%, year over year is related to interest expense from recording the derivative liability offset somewhat by the gain recorded from reevaluation of the derivative liability during the current period and one-time accounting adjustments of $16,000.

~~installation,~~Income ~~and~~Tax ~~management~~Expense of(Benefit) ~~workforce camps. The rapid growth of this sector is demonstrated by the~~

~~recent~~We ~~results~~have ofa ~~the~~prospective ~~Black~~income ~~Diamond~~tax ~~Group,~~benefit resulting from a ~~publicly~~net ~~traded~~operating ~~industry~~loss ~~leader~~carry-forward ~~with~~and ~~operations~~start-up ~~focused~~costs onthat will offset any future operating profit.

~~Western~~Impact ~~Canada.~~of Inflation

~~Black~~We ~~Diamond~~believe ~~Group~~that ~~Operating~~inflation has had a negligible effect on operations over the past three years.

~~Income~~Liquidity ~~(Millions~~and ~~CAD)~~Capital Resources

2009


	December 31,		December 31,		Change
	2014		2013
Cash	$	11,833	$	11,214	$	619
Total Current Assets		39,431		58,558		(19,157)
Total Assets		197,168		227,990		(30,822)
Total Current Liabilities		328,088		209,992		118,096
Total Liabilities	$	328,088	$	212,329	$	110,759

We had a working capital deficit of $20130,920 as of December 31, 2014. Current assets of $39,431 consisted of $11,833 in cash, $24,346 in accounts receivable and $3,252 in other current assets. Our current liabilities were $328,088 comprised of $110,008 in accounts payable, $199,978 in accrued expenses and $18,102 in notes payable. Our total stockholders’ deficit at December 31, 2014 was $130,920.

~~2010~~Cash flows used in operating activities for the twelve month period ended December 31, 2014, were $200,601 as compared to cash flows used by operating activities for the twelve month period ended December 31, 2013 of $144,179. Cash items used in operating activities that are not income statement related items, such as general and administrative expenses, include trade accounts receivable, pre-paid expenses, other current assets, accounts payable, and accrued liabilities. We expect to continue to use cash flows in operating activities throughout 2015.

Cash used in investing activities during 2014 was $274,060 for the purchase of fixed assets.

~~2011~~Cash provided by financing activities during 2014 was $107,500. The amount contributable to convertible debt was $105,500. We expect to continue to use cash flows in financing activities in connection with our business.

Our current assets and cash flows from operations are not sufficient to conduct business over the next twelve (12) months. We will seek at least $63500,000 in debt or equity financing over the next twelve months to pursue our commitment to growth through acquisitions. Further, we can give no assurances that we can obtain this funding. Our shareholders are

~~2012~~15

~~$72~~the most likely source of new funding in the form of loans or equity placements though none have made any commitment for future investment and we have no agreement formal or otherwise. Our inability to obtain sufficient funding will have an adverse effect on our ability reach our growth goals.

~~Source:~~We ~~Morningstar~~do not intend to pay cash dividends in the foreseeable future.ca

~~WWA~~We ~~Group~~have ~~recognizes~~no ~~these~~commitments ~~companies~~for asfuture ~~competitors~~capital ~~but~~expenditures ~~also~~that ~~sees~~were ~~them~~material asat ~~potential~~December ~~customers~~31, 2014. If

~~WWA~~We ~~Group~~have ~~can~~no ~~provide~~defined ~~these~~benefit ~~companies~~plan ~~with~~or acontractual ~~facility~~commitment ~~option~~with ~~that~~any isof ~~more~~its ~~economical,~~officers ~~more~~or ~~efficient,~~directors.

~~and~~We ~~more~~have ~~easily~~no ~~portable~~lines ~~than~~of ~~the~~credit ~~structures~~or ~~they~~other ~~currently~~bank ~~use,~~financing wearrangements ~~believe~~as ~~that~~of aDecember ~~significant~~31, ~~number of these~~2014.

~~companies~~We ~~would~~have ~~adopt~~no current plans for the ~~Wing~~purchase ~~House~~or assale ~~part~~of any plant or equipment.We have no current plans to make any changes in the number of ~~their~~employees, ~~leasing~~except ~~fleet~~in connection with the anticipated expansion through acquisition.

7Off Balance Sheet Arrangements

~~Marketability~~As of December 31, 2014, we had significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to stockholders.

~~Despite~~Critical ~~the~~Accounting ~~relative downturn in construction products across the Gulf Region there continues to be a~~Policies

~~market~~In Note 1 to the audited consolidated financial statements for ~~our~~the ~~Wing~~years ~~House~~ended ~~product. Many~~December 31, 2014 and 2013 attached hereto, we discuss those accounting policies that are considered to be significant in determining the results of operations and our financial position. We believe that the ~~construction~~accounting ~~projects~~principles utilized by us conform to accounting principles generally accepted in ~~progress~~the ~~require,~~United ~~temporary~~States of America.

~~mobile~~The ~~housing~~preparation of financial statements requires management to make significant estimates and ~~offices~~judgments that affect the reported amounts of assets, liabilities, revenues and expenses. ~~Although~~ By their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, we evaluate our ~~Wing~~estimates, ~~Houses~~including those related to bad debts, inventories, intangible assets, warranty obligations, product liability, revenue, and income taxes. We base our estimates on historical experience and other facts and circumstances that are ~~priced~~believed ~~above~~to be reasonable, and the ~~market~~results form the basis for ~~temporary~~making ~~office~~judgments about the carrying value of assets and liabilities. The actual results may differ from these estimates under different assumptions or conditions.

orForward ~~labor~~Looking ~~housing,~~Statements ~~this~~and ~~disadvantage~~Factors isThat ~~offset~~May byAffect ~~the~~Future ~~superior~~Results ~~quality, easy mobility~~ and ~~long~~Financial ~~life of the Wing~~Condition

~~House~~The ~~system. We~~statements contained in the section titled Results of Operations and Description of Business, with the exception of historical facts, are ~~further~~forward ~~encouraged~~looking ~~that~~statements. ~~government~~A ~~safety~~safe-harbor ~~policies~~provision ~~for~~may ~~temporary~~not ~~camps~~be ~~and~~applicable ~~offices~~to the forward-looking

~~are~~statements ~~becoming~~made ~~more~~in ~~restrictive~~this ~~making~~current report. Forward-looking statements reflect our ~~Wing~~current ~~Houses~~expectations anand ~~attractive~~beliefs ~~option~~regarding our future results of operations, performance, and achievements. We ~~continue~~These statements are subject to ~~believe~~risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These statements include, but are not limited to, statements concerning:

~~our efforts to market Wing Houses will result in sales over the near term and become an important source of~~·

~~revenue~~our ~~going~~anticipated ~~forward.~~financial performance;

~~Asia8~~·

~~Since~~ the ~~relationship~~sufficiency ~~between WWA Group and Asia8 is one~~ of ~~common~~existing ~~management~~capital ~~control, we benefit~~resources;

~~from the contacts and business development opportunities generated by its business activities. We intend to~~·

~~provide~~our ~~additional~~ability ~~business support~~ to ~~Asia8~~fund ascash ~~necessary~~requirements infor ~~order~~future ~~to access opportunities generated in~~operations;

~~common.~~·

~~Infrastructure~~uncertainties related to the growth of our business;

~~Since the relationship between WWA Group and Infrastructure is one of common management control, we~~·

~~believe~~the ~~that~~volatility ~~there~~of ~~exists~~the anstock ~~opportunity~~market; ~~to utilize our international presence~~ and ~~existing relationships to~~

~~assist Infrastructure in procuring new projects and managing existing ones. We expect to continue to work~~·

~~with~~general ~~Infrastructure~~economic ~~on an as needed basis to provide any assistance that might be required and within our~~conditions.

~~ability~~We wish to ~~assist.~~caution readers that our operating results are subject to various risks and uncertainties that could cause our

~~Summit Digital~~16

~~Summit~~actual ~~Digital~~results ~~was~~to ~~originally~~differ ~~incorporated~~materially from those discussed or anticipated including the factors set forth in the ~~State~~section ofentitled ~~Nevada~~Risk Factors included elsewhere in this report. We also wish to advise readers not to place any undue reliance on ~~April~~the 21forward looking statements contained in this report, ~~2009~~which reflect our beliefs and expectations only as of the date of this report. On ~~June~~We 7,assume ~~2011~~no obligation to update or revise these forward-looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other than is required by law.

~~Summit~~Going ~~Digital changed its corporate domicile from Nevada to Wyoming. Summit Digital is a~~Concern

~~Michigan-based~~Our ~~Multi-System~~auditors ~~Operator~~have ~~(MSO)~~expressed ~~providing~~an ~~cable~~opinion ~~TV,~~as ~~broadband~~to ~~Internet~~our ability to continue as a going concern as a result of recurring losses from operations. Our ability to continue as a going concern is subject to our ability to realize a profit from operations and /or obtain funding from outside sources. We plan to address our ability to continue as a going concern includes obtaining funding from the private placement of debt or equity and realizing revenues from our businesses. We believe that we will be able to obtain funding to enable us to continue as a going concern through the methods discussed above, ~~voice~~though ~~telephony~~there can be no assurances that such methods will prove successful.

~~and~~Recent ~~related~~Accounting ~~services. The~~Pronouncements ~~agreement to acquire Summit Digital as a wholly owned subsidiary of WWA~~

~~Group~~Please ~~will~~see beNote ~~considered~~1 byto our ~~shareholders~~consolidated onfinancial ~~May~~statements ~~10,~~for ~~2013~~recent accounting pronouncements.

~~Business~~Stock-Based ~~Activities and Strategy~~Compensation

~~Summit~~We ~~Digital~~have isadopted ~~focused~~Accounting onStandards ~~acquiring~~Codification ~~existing~~Topic ~~underutilized~~(“ASC”) ~~cable~~718, ~~systems~~Share-Based ~~in rural~~Payment, ~~semi~~which addresses the accounting for stock-~~rural~~based ~~and~~payment ~~gated~~transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments.

~~community~~We ~~markets~~account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 505. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, ~~aggregating~~whichever ~~them~~is ~~into~~more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a ~~single~~performance ~~Multi-System~~commitment ~~Operator~~or ~~structure~~completion ~~and~~of ~~creating~~performance ~~growth~~by the provider of goods or services.

byITEM ~~upgrading management, improving efficiency, cutting costs, and fully exploiting the opportunities~~7A.

~~presented~~QUANTITATIVE byAND ~~bundling~~QUALITATIVE ~~multiple~~DISCLOSURES ~~services~~ABOUT ~~such~~MARKET ~~as basic TV, premium TV, pay-per-view, broadband Internet,~~RISK

~~and~~Not ~~voice telephony~~required. ~~These bundled service packages have become the industry standard in major urban~~

~~markets~~ITEM ~~served by major cable providers, but systems in Summit Digital’s target market typically lag~~8.

~~behind~~FINANCIAL inSTATEMENTS ~~adopting~~AND ~~them,~~SUPPLEMENTARY ~~offering a substantial opportunity to increase penetration and per-customer~~DATA

~~revenue~~Our byaudited ~~offering~~financial ~~these~~statements ~~comprehensive~~for ~~service~~the ~~packages. Summit~~years ~~Digital~~ended ~~may~~December at31, ~~times~~2014 ~~build~~and ~~new~~2013 ~~cable~~follow.

~~systems~~Pinaki or& ~~wireless~~Associates ~~infrastructure to serve areas where no infrastructure is in place, but the primary intent is~~LLC

toCertified ~~acquire~~Public ~~underutilized existing systems. Summit Digital intends to support and extend these packages by~~Accountants

~~offering~~625 ~~wireless~~Barksdale ~~data~~Rd., ~~and~~Ste# ~~voice service within its system footprint.~~113

8Newark, DE 19711

~~Summit~~ Phone: ~~Digital believes that other value~~408-~~added~~896-4405 ~~services~~| ~~delivered through cable infrastructure, such as~~[email protected]

~~pay-per-view~~To ~~events,~~The ~~digital~~Board ~~video~~of ~~and digital video recording, high-definition TV and interstitial~~Directors

~~advertising~~WWA ~~also~~Group, ~~represent significant potential revenue streams that have not been effectively exploited by~~Inc.

~~its~~107 ~~acquisition targets~~W. ~~Compatible~~ ~~services~~Bridge ~~such~~St., ~~as provision of wireless internet provide additional~~Portland

~~potential~~MI ~~revenue streams.~~48875

~~Summit~~We ~~Digital~~have ~~intends~~audited tothe ~~take~~accompanying ~~decisive~~consolidated ~~steps~~balance tosheets ~~streamline~~of ~~management~~WWA Group, ~~improve~~Inc. ~~efficiency~~and subsidiaries as of December 31, 2014 and ~~reduce~~2013, and the related consolidated statements of income, stockholders’ equity and cash flows for the years ended December 31, 2014 and 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

~~costs~~We conducted our audits in ~~systems~~accordance itwith ~~acquires~~standards ~~using~~of the ~~following~~Public ~~areas~~Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of ~~emphasis:~~material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of WWA Group, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of income, stockholders’ equity and cash flows for the years ended December 31, 2014 and 2013, in conformity with accounting principles generally accepted in the United States of America.

~~ Any~~The ~~debt~~accompanying financial statements have been prepared assuming that isthe ~~attached~~Company will continue as a going concern. As discussed in Note 2 to ~~these~~the ~~systems~~financial bystatements, the ~~prior~~Company ~~ownership~~has ~~will~~suffered berecurring ~~restructured~~losses from operations that raises a substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~ Billing, collection, call center and scheduling services will be centralized, significantly reducing~~s/d

~~costs~~Pinaki ~~for~~& ~~each~~Associates, ~~system.~~LLC

~~ Head~~Newark, ~~end technicians located at corporate headquarters will direct employees and monitor their~~DE

~~performance~~March 24, ~~standardizing and service practices and quality control.~~2015

 Theft by potential subscribers who attempt to steal services can have a significant impact on the


WWA Group, Inc.
Condensed Balance Sheets

	December 31,		December 31,
	2014		2013
ASSETS
Current assets:
Cash	$	11,833	$	11,214
Accounts Receivable		24,346		32,311
Prepaid Expenses		-		10,500
Other current assets		3,252		4,533

Total current assets		39,431		58,558
Property and Equipment (net)		157,737		169,432

Total Assets	$	197,168	$	227,990

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payables		110,008		78,102
Accrued expenses		199,978		60,574
Convertible notes payable (net)		15,765		65,000
Current portion of long term debt		2,337		6,316

Total current liabilities		328,088		209,992

Long term debt		-		2,337

Total liabilities	$	328,088	$	212,329

Stockholders' equity:
Preferred stock, $0.001 par value, 100,000,000 shares authorized
2,000,000 shares issued and outstanding		2,000		-
Common stock, $0.001 par value, 800,000,000 shares authorized;
241,917,011 and 100,000,000 shares respectively issued and outstanding		241,917		100,000
Additional paid-in capital		180,968		154,253
Retained earnings		(442,157)		(124,944)
Recapitalization persuant to reverse acquisition		(113,648)		(113,648)

Total stockholders' equity:		(130,920)		15,661

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	197,168	$	227,990

The accompanying notes are integral part of these financials statements.

viability of rural cable systems. Measures to prevent theft will be installed, including regular audits


WWA Group, Inc.
Condensed Statements of Operations

	Year Ended December 31,
		2014		2013

Net revenues:
Revenue from Cable/Internet sales	$	524,163	$	627,806
Total net revenues		524,163		627,806

Cost of Goods Sold		309,644		371,788

Gross Income		214,519		256,018
Operating expenses:
General, selling and administrative expenses		240,766		229,222
Salaries and wages		216,723		116,969
Depreciation		15,755		12,111

Total operating expenses		473,244		358,302

Income (loss) from operations		(258,725)		(102,284)

Other income (expense)
Interest income (expense)		(173,199)		(1,712)
Gain (loss) on derivative liability		90,118		-
Other income (expense)		24,593		15,020

Total other income (expense)		(58,488)		13,308

Income (loss) before income tax		(317,213)		(88,976)

Provision for income taxes				-

Net income (loss)	$	(317,213)	$	(88,976)

Basic income (loss) per share	$	-	$	-
Diluted income (loss) per share	$	-	$	-
Weighted average shares - Basic		167,434,410		99,408,219
Weighted average shares - Diluted		167,434,410		99,408,219

The accompanying notes are integral part of these financials statements.

conducted by our own installers as well as independent contractors.


WWA Group, Inc.
Condensed Statement of Shareholder's Equity


														Total
							Additional							Stockholders'
	Preferred Stock			Common Stock			Paid-in		Recapital-		Accumulated			Equity
	Shares	Amount		Shares	Amount		Capital		ization		Deficit			(Deficit)

Balance, December 31, 2012				99,000,000		99,000		-		(99,000)		(35,968)		(35,968)
Stock issued for services				1,000,000		1,000		17,000						18,000
Recapitalization								137,253		(14,648)				122,605
(Loss) for the year ended
December 31, 2013												(88,976)		(88,976)

Balance, December 31, 2013				100,000,000		100,000	$	154,253	$	(113,648)	$	(124,944)	$	15,661
Stock issued for cash	2,000,000		2,000											2,000
Stock issued for debt				10,000,000		10,000		(9,000)						1,000
Stock issued for convertible debt				132,917,011		132,917		52,715						185,632
Stock returned for accounts payable				(1,000,000)		(1,000)		(17,000)						(18,000)
(Loss) for the year ended
December 31, 2014												(317,213)		(317,213)

Balance, December 31, 2014	2,000,000		2,000	241,917,011		241,917	$	180,968	$	(113,648)	$	(442,157)	$	(130,920)

The accompanying notes are an integral part of these consolidated financial statements.

 Equipment purchasing will be combined to achieve economies of scale and reduce costs.


WWA Group, Inc.
Condensed Statements of Cash Flows


	For the Year Ended December 31,
	2014		2013
CASH FLOWS FROM OPERATING ACTIVITIES

Net income ( loss)	$	(317,213)	$	(88,976)
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization		15,755		12,111
Ammortization of discount		75,474		-
(Gain) Loss on re-measurement of derivative		(90,118)		-

Changes in operating Assets and Liabilities:
Decrease (increase) in:
Accounts receivable		7,965		10,294
Prepaid Expenses		10,500		(10,500)
Other current assets		1,281		(3,033)
Increase (decrease) in:
Accounts Payable		31,906		959
Accrued Expenses		63,849		(130,034)
Note Payable		-		65,000

Net Cash Provided (Used) in Operating Activities		(200,601)		(144,179)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment		(4,060)		(12,287)

Net Cash Provided (Used) by Investing Activities		(4,060)		(12,287)

CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of Long term debt		-		(3,347)
Increase in long term debt		-		12,000
Preferred stock issued for cash		2,000		-
Proceeds from convertible debt		105,500		-

Net Cash Provided by Financing Activities		107,500		8,653

Long-term debt reclassified to short-term		(8,653)		-
Effect of recapitalization		-		(14,648)
Forgiveness of debt		-		137,253
Convertible debt discount		(100,944)		-
Derivative Liability		168,010
Common stock redeemed for accounts payable		(18,000)		-
Common stock issued for services				18,000
Common stock issued for debt		57,367		-

NET INCREASE IN CASH		619		(7,208)

CASH AT BEGINNING OF PERIOD		11,214		18,422

CASH AT END OF PERIOD	$	11,833	$	11,214

The accompanying notes are an integral part of these consolidated financial statements.

~~ Structured~~NOTE ~~management~~1 ~~systems~~- ~~stressing~~ORGANIZATION ~~continuous~~AND ~~documentation,~~SUMMARY ~~performance~~OF ~~evaluation,~~SIGNIFICANT ~~and~~ACCOUNTING POLICIES

~~action~~Business toand ~~address weaknesses will be installed, addressing a common management deficiency in~~Organization

~~small~~The ~~single-system~~following ~~operators~~balance sheets and statements of operations give effect to WWA Group Inc.’s (WWA Group) purchase of all of the outstanding shares of Summit Digital Inc. (Summit Digital), pursuant to their July 12, 2012 share exchange agreement, accepted by the shareholders of WWA Group on June 10, 2013.

~~Many~~The ~~small~~acquisition towas ~~medium~~accounted ~~sized~~for ~~single-system~~as ~~operators~~a recapitalization effected by a share exchange, wherein Summit Digital is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the ~~type~~acquired entity have been brought forward at their historical book value and no goodwill has been recognized, as required by the rules and regulations of the SEC. The issued common instock ~~rural~~is that of WWA Group, and ~~semi-rural~~the ~~America~~accumulated deficit is that of Summit Digital.

~~have~~The ~~not~~balance ~~been~~sheets ~~developed~~set toforth ~~their~~below ~~full~~represent ~~capacity~~the combined financial position of WWA Group and Summit Digital as of December 31, ~~for~~2014 ~~two~~and ~~primary~~December ~~reasons~~31, 2013, as if the reverse acquisition had occurred on December 31, 2012. The statements of operations set forth below represent the combined results of operations of WWA Group and Summit Digital, as if the reverse acquisition occurred on the first day of the period presented therein. We operate our business under the name Summit Digital.

~~ Many~~Summit Digital was originally incorporated in the State of ~~these~~Nevada ~~systems~~on ~~were~~April ~~overburdened~~21, ~~with~~2009. The ~~debt~~Company ~~that~~is ~~was~~a ~~incurred~~Michigan-based Multi-System Operator (MSO) providing Cable TV, Broadband Internet, Voice Telephony and related services. Summit Digital is focused on acquiring existing underutilized Cable systems in rural, semi-rural and gated community markets, aggregating them into a single Multi-System Operator structure and creating growth by upgrading management, improving efficiency, cutting costs, and fully exploiting the ~~initial~~opportunities ~~construction~~presented ofby bundling multiple services such as basic TV, premium TV, pay-per-view, broadband Internet, and voice telephony.

~~their~~Accounting ~~cable systems. Overly optimistic projections and unrealistic performance expectations not~~Basis

~~backed~~The upCompany’s byfinancial ~~appropriate~~statements ~~technology~~are ~~and~~prepared ~~management~~using ~~expertise,~~the ~~combined~~accrual basis of accounting in accordance with ~~lack~~accounting ofprinciples angenerally accepted in the United States. The Company has elected a December 31 fiscal year end.

~~established~~Use ~~basis~~of ~~for prediction in many markets led system owners to take on excessive debt,~~Estimates

~~which~~The ~~enabled~~preparation ~~their~~of ~~entry~~financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the ~~business~~reported ~~but~~amounts ~~also~~of ~~left~~assets ~~them~~and ~~unable~~liabilities toand ~~sustain~~disclosure ~~their~~of ~~business~~contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~profitably.~~Cash and Cash Equivalents

 The ~~technology~~Company ~~that~~considers ~~supports~~all ~~the~~highly ~~upgraded~~liquid ~~services~~investments ~~that~~with ~~Summit~~original ~~intends~~maturities of three months or less to ~~provide~~be ~~has~~cash ~~only~~or cash equivalents. As of December 31, 2014 and 2013, there were no cash and cash equivalents held with a bank as compensating balance against borrowing arrangements.

~~recently~~Accounts ~~become cost-effective for smaller rural systems. Even with today’s superior and less~~Receivable

~~expensive~~Trade ~~technology,~~accounts ~~small~~receivable ~~individual~~are ~~cable~~recorded ~~systems~~at ~~rarely~~the ~~have~~invoiced ~~the~~amount ~~economies~~and ofdo ~~scale~~not bear interest. The Company keeps a very tight credit and collection policy. Late, or ~~the~~no pays are assessed each month. Determination of collectability is assessed and service shut off when determination is adverse. Accounts receivable

~~financing~~balances ~~necessary~~are towritten ~~effectively~~off ~~exploit~~immediately ~~these~~after ~~technologies~~determination has been made. ~~Summit~~ ~~Digital~~The Company’s ~~knowledgeable~~accounts receivable was $24,346 and $32,311 at December 31, 2014 and 2013, respectively.

~~technical~~Fair ~~team~~Value ~~and~~of ~~ability~~Financial ~~to combine equipment purchases will provide the knowledge and the~~Instruments

~~leverage~~The ~~with~~Company’s ~~suppliers~~financial ~~that~~instruments as defined by ASC 820, “disclosures about Fair Value of Financial Instruments,” include cash, trade accounts receivable, accounts payable and accrued expenses. All instruments are ~~needed~~accounted for on a historical cost basis, which due to ~~effectively~~the ~~introduce~~short maturity of these ~~technologies~~financial instruments approximates fair value at December 31, 2014 and 2013.

~~Summit~~NOTE ~~Digital~~1 ~~believes,~~- ~~based~~ORGANIZATION onAND ~~extensive~~SUMMARY ~~interviews~~OF ~~and~~SIGNIFICANT ~~contacts~~ACCOUNTING ~~with~~POLICIES ~~management at local systems,~~(CONTINUED)

~~that~~Impaired ~~the~~Asset ~~managers and owners of many of these systems are interested in acquisition on favorable terms by~~Policy

anThe ~~MSO~~Company ~~built~~has ~~around~~adopted ~~the~~ASC ~~principle~~360, “Accounting for Impairment or Disposal of ~~maximizing~~Long-Lived Assets.” In complying with these standards, the ~~potential~~company reviews its long-lived assets to determine if any events or changes in circumstances have transpired which indicate that the carrying value of ~~these~~its ~~systems~~assets may not be recoverable. The ~~Based~~company ondetermines ~~interviews~~impairment ~~with~~by comparing the undiscounted future value cash flows estimated to be generated by its assets to their respective carrying amounts whenever events or changes in circumstances indicate that an asset may not be recoverable.

~~small~~Basic ~~system~~(Loss) ~~managers,~~per ~~Summit~~Common ~~Digital believes that many of these systems can be acquired in exchange~~Share

Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for aany ~~combination~~potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of ~~cash~~December 31, 2014 and ~~stock~~2013.

~~Once~~Dividend ~~systems have been acquired, Summit Digital will upgrade them to support broadband Internet and~~Policy

~~voice~~The ~~telephony~~Company ~~and~~has ~~aggressively~~not ~~market~~adopted ~~these~~a ~~combined~~policy ~~services~~regarding ~~both~~payment toof ~~existing~~dividends. No ~~subscribers~~dividends ~~and~~have been paid during any of the periods shown.

~~non-subscribers~~Revenue ~~within the system footprint. Existing cash flows, cash flows from acquired systems, and~~Recognition

~~acquisition~~The ~~terms~~Company ~~will~~recognizes ~~allow~~revenue ~~Summit~~when goods or services are delivered to ~~pay~~and ~~for~~accepted ~~system~~by ~~upgrades~~the ascustomer ~~systems~~and ~~are~~collection ~~built~~is ~~out. Summit~~reasonably ~~Digital~~assured.

~~does~~Advertising ~~not intend to incur debt or sell shares to finance system upgrades.~~Costs

9The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred $1,940 and $6,539 in advertising expense for the years ended December 31, 2014 and 2013, respectively.

~~Summit~~Property ~~Digital~~and ~~will add an additional revenue stream to its acquired cable systems through its capacity to~~Equipment

~~insert~~Property ~~local~~and ~~advertising,~~equipment ~~known~~are asstated ~~interstitials,~~at tocost ~~cable~~less TVaccumulated ~~content~~depreciation. ~~Summit~~ ~~Digital~~Depreciation ~~has~~is provided for on a straight-line basis over the ~~right~~estimated touseful ~~insert~~lives of the assets per the following table. Expenditures for additions and improvements are capitalized while repairs and maintenance are expensed as incurred.

local advertising into programming from major networks such as CNN, ESPN, Fox News and many others.


Category		Depreciation Term
Office and cable/internet equipment		5 years
Internet tower Cable plant and head end assets		15 years 20 years

~~This~~Provision adfor ~~insertion is accomplished through an interface between the network and Summit Digital’s system,~~Taxes

~~with~~Deferred ~~the~~taxes ~~network~~are ~~providing~~provided ~~cue~~on ~~tones~~a ~~that~~liability ~~open~~method ~~time~~whereby ~~slots~~deferred tax assets are recognized for ~~Summit~~deductible ~~Digital’s~~temporary ~~advertisers~~differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. ~~Again~~ Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, ~~this~~in the opinion of management, it is amore likely than not that some portion or all of the deferred tax assets will to be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

~~revenue~~The ~~opportunity~~Company ~~not~~applies ~~currently~~ASC ~~exploited~~740, which requires the asset and liability method of accounting for income taxes. The asset and liability method requires that the current or deferred tax consequences of all events recognized in the financial statements are measured by applying the ~~cable~~provisions ~~systems~~of ~~Summit~~enacted ~~Digital~~tax ~~seeks~~laws to ~~acquire,~~determine the amount of taxes payable or refundable currently or in future years. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered

~~upgrading~~NOTE ~~systems~~1 to- ~~accommodate~~ORGANIZATION ~~this~~AND ~~form~~SUMMARY ofOF ~~advertising~~SIGNIFICANT ~~presents~~ACCOUNTING aPOLICIES ~~significant opportunity to generate~~(CONTINUED)

~~additional~~The ~~revenue~~Company ~~from~~adopted ~~existing~~ASC ~~infrastructure~~740, at the beginning of fiscal year 2008. This interpretation requires recognition and measurement of uncertain tax positions using a “more-likely-than-not” approach, requiring the recognition and measurement of uncertain tax positions. The adoption of ASC 740 had no material impact on the Company’s financial statements.

~~Summit~~Business ~~Digital’s business strategy is to acquire systems meeting viability criteria, aggregate them in a~~Combination

~~multiple~~Acquisitions ~~system~~made ~~operator~~by ~~format,~~the ~~improve~~Company ~~management~~are accounted for using acquisition accounting as per ASC 805, ~~reduce~~Business ~~costs~~Combinations. Under this method, the estimated fair value of assets acquired and ~~add~~liabilities ~~revenue~~assumed byand ~~aggressively~~the results of operations of the acquired business are included in the Company’s financial statements from the effective date of the acquisition.

~~promoting~~Recent ~~high-value~~Accounting ~~services such as high speed broadband internet and pay-per-view TV and by adding~~Pronouncements

~~advertising~~The ~~income~~Company has evaluated recent accounting pronouncements and ~~wireless~~their ~~services~~adoption has not had or is not expected to ~~the~~have ~~system~~a ~~revenue~~material ~~mix. Summit~~impact ~~Digital~~on ~~will~~the ~~not~~Company’s ~~surrender~~financial position, or statements.

~~controlling~~NOTE ~~interest~~2 ~~in systems it acquires and will not incur long~~-~~term~~ ~~debt~~GOING ~~or sell shares to acquire systems~~CONCERN

orThe ~~upgrade~~Company's ~~acquired~~financial ~~systems~~statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. ~~Summit~~The ~~Digital~~Company ~~believes~~has ~~that~~not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it ~~can~~to ~~substantially~~continue ~~increase~~as ~~both~~a ~~our~~going ~~subscriber~~

~~base~~concern. The ~~and~~ability ~~our~~of ~~revenue~~the ~~per~~Company ~~subscriber~~to bycontinue ~~following~~as ~~this~~a ~~strategy~~going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

~~Innovation~~In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) obtaining capital

~~Summit~~from ~~Digital~~management ~~actively~~and ~~pursues~~significant ~~innovative~~shareholders ~~ways~~sufficient ofto ~~using~~meet ~~existing~~its ~~technology~~minimal operating expenses, and ~~infrastructure~~(2) toseeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The Company has entered into an exchange agreement with Allcom, a Nevada corporation. See Note 7, Subsequent Events, for further disclosure of the agreement.

~~services~~The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and, ~~build~~or ~~customer~~eventually secure other sources of financing and ~~community~~attain ~~relationships~~profitable ~~outside~~operations. The accompanying financial statements do not include any adjustments that might be necessary if the ~~traditional~~Company ~~residential~~is ~~service~~unable ~~model~~to continue as a going concern.

~~Two~~NOTE 3 – ~~initiatives~~PROPERTY inAND ~~the 1st half of 2012 illustrate this commitment and the results it can bring.~~EQUIPMENT

~~ Summit~~Property ~~Digital~~and isequipment inconsisted ~~the process~~ of ~~installing~~the afollowing ~~sophisticated~~at ~~CCTV~~December ~~monitoring~~31, ~~system~~2014 ~~for~~and ~~the~~20132:

~~community~~Office ~~of McBain, Michigan, allowing continuous surveillance of key commercial~~ and ~~road~~cable/internet equipment

~~areas. A web-based backbone permits data storage by Summit Digital as well as monitoring by the~~$ 20,967

~~State Police. The system is designed to facilitate rapid response in emergencies and to provide vital~~$ 16,907

~~evidence~~Internet ~~and understanding in criminal and other incidents. Summit Digital is compensated by an~~tower

~~installation fee and will receive a long term monthly fee for managing the system. Similar systems~~ 11,875

~~will be offered to other municipalities within Summit Digital’s service footprint.~~ 11,875

~~ Summit~~Cable ~~Digital~~plant ~~recently~~and ~~installed~~head aend ~~web-based system for a major dairy farm, allowing the farm~~assets

~~operators to continuously monitor operations and provide remote control for their robotic milkers.~~ 175,000

~~Agricultural~~ 175,000 ~~operations in the rural American Midwest are becoming increasingly sophisticated~~

~~and~~Total ~~there~~property ~~is enormous scope for leveraging Summit Digital’s existing technology~~ and ~~infrastructure~~equipment

~~to increase efficiency and create opportunity for Summit Digital and for its clients.~~ 207,842

~~Summit Digital will continue to explore innovative ways to supply needed services to individual~~ 203, ~~business,~~782

~~industrial~~Less: accumulated ~~and local government customers, using the full scope of opportunities provided by available~~depreciation

~~technology.~~ (50,105)

~~Wireless Internet~~ (34,350)

~~Use~~Equals: Property ofand ~~wireless internet services is exploding in the US~~equipment, ~~driven by rapidly expanding sales of smartphones,~~net

~~tablets,~~$ ~~and other mobile devices. Cisco Systems estimates that mobile traffic will expand from 0.6~~157,737

~~exabytes/month in 2011 to 1.2 exabytes/month in 2012 and will reach 6.3 exabytes/month in 2015. Cable~~$ 169,432

~~operators~~Depreciation ~~across~~expense for the USyears ~~have~~ended ~~recognized~~December ~~that~~2013 ~~the cable business~~ and ~~the~~2012 ~~WiFi~~was ~~business~~$15,755 ~~have~~and ~~close~~$12,111 ~~synergies~~respectively.

~~and~~NOTE ~~that~~4 ~~WiFi~~– ~~represents~~CONVERTIBLE aDEBT ~~considerable opportunity for cable companies. The synergy is based on a~~

~~number~~On August 19, 2013, (Note 1), October 7, 2013, (Note 2), March 11, 2014 (Note 3), April 25, 2014 (Note 4) and May 19, 2014 (Note 5) the Company issued promissory notes in the amounts of ~~elements:~~$32,500, $32,500, $15,000, $53,000, and $37,500 respectively, to an unrelated party, at an interest rate of 8%, with an option to convert the outstanding balances into shares of the Company’s common stock with a discount off the market price at the time of conversion.

10Through December 31, 2014 the principle and accrued interest related to Note 1, Note 2 and Note 3 along with $49,265 of principle related to Note 4 had been converted into 132,917,011 shares of common stock.

~~ As~~Through January 31, 2015 the ~~amount~~remaining principle and the accrued interest related to Note 4 and $9,920 of ~~data~~principle ~~transferred~~related ~~over~~to ~~wireless~~Note ~~networks~~5 ~~expands~~has been converted into 92,794,118 shares of common stock. We issued the ~~critical~~securities ~~need~~in ~~for~~reliance ~~backhaul~~upon the exemption from registration provided pursuant to section 4(2) under the Securities Act.

~~services~~NOTE –5 ~~the link between wireless broadcast points and the internet backbone~~ – ~~becomes~~INCOME TAXES

~~increasingly~~The ~~critical~~calculation of the Company’s tax provision involves the application of complex tax rules and regulations in multiple jurisdictions throughout the world. ~~Cable~~ ~~infrastructure~~The isCompany ~~ideally~~makes ~~suited~~estimates toand ~~providing~~judgments ~~these~~in ~~services~~determining income tax expense for financial statement purposes. These estimates and judgments are made in the calculation of tax credits, ~~enabling~~benefits and deductions, and in the calculation of certain tax assets and liabilities arising from differences in the timing of recognition of revenue and expense for tax and financial statement purposes, as well as tax liabilities associated with uncertain tax positions. Significant changes to these estimates may result in an increase or a decrease to the Company’s tax provision in a subsequent period.

~~cable~~The ~~companies~~Company recognizes the effect of income tax positions only when it is more likely than not that ~~also~~these ~~manage~~positions ~~wireless~~will ~~sites~~be tosustained. ~~support~~Recognized ~~their~~income ~~own~~tax ~~backhaul~~positions ~~needs~~are ~~instead~~measured at the largest amount that is more than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

~~paying~~Deferred tax assets and liabilities are recognized for ~~them,~~temporary asdifferences ~~non-cable~~between ~~operators~~financial ~~must~~statement and income tax bases of assets and liabilities. Valuation allowances are provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

 The ~~ability~~Company ofconsiders ~~cable~~future ~~companies~~taxable toincome ~~use~~and ~~existing~~ongoing ~~infrastructure~~prudent and feasible tax planning strategies in assessing the need for ~~backhaul~~the ~~also~~valuation ~~drastically~~allowance. ~~reduces~~The Company uses the flow-through method to account for investment tax credits. Under this method, a credit is recognized as a reduction of income tax expense in the year the credit is utilized.

~~the~~NOTE ~~expense~~6 of– ~~acquiring~~COMMITMENTS ~~rights~~AND ~~of way: Dan Rice, vice president of access network technology for~~CONTINGENCIES

~~CableLabs,~~The ~~estimates~~Company ~~that~~leases asits ~~much~~office offacilities ~~70%~~under ofan ~~the~~operating ~~expense~~lease ofon ~~establishing~~a anmonth ~~outdoor~~to ~~WiFi~~month basis.

~~infrastructure~~NOTE ~~can~~7 be- inSUBSEQUENT ~~“civil” costs such as real estate and permitting, expenses that are~~EVENTS

~~substantially~~On ~~lower~~January 21, 2015 the board of directors of WWA Group, Inc. (the “Company”) directed an officer of the Company to enter into a Share Exchange Agreement (“Agreement”) with AllCom, a Nevada corporation. The Company will acquire all of the issued and outstanding stock of Genie Gateway (“Genie”) for ~~companies~~a ~~that~~combination ~~already~~of ~~have~~the ~~infrastructure~~Company’s incommon ~~place~~and preferred stock. ~~These~~Genie ~~cost~~is ~~advantages~~a California corporation and the wholly owned subsidiary of AllCom.

~~make~~The itAgreement ~~possible~~provides that AllCom will exchange 100% of the issued and outstanding common shares of Genie for ~~cable~~a ~~companies~~combination of the Company’s common stock and a Series B Preferred Stock, to ~~compete~~be ~~aggressively~~created onin ~~wireless~~connection ~~service~~with ~~pricing~~the transaction. The combination of the newly issued securities will constitute ninety-seven percent (97%) voting control of all of the issued and outstanding capital stock of WWAG. The Agreement further provides for the appointment of four new members to the Company’s board of directors while one current member of the board will resign. The transaction is subject to the parties meeting certain conditions precedent to closing.

~~retaining~~NOTE ~~high~~7 ~~margins.~~- SUBSEQUENT EVENTS (CONTINUED)

~~ Wireless~~AllCom ~~technology~~is ~~also~~a ~~provides~~developer anof ~~option~~proprietary ~~that~~hardware ~~can~~and ~~supersede~~software ~~wired~~solutions tointegrating ~~reach~~telecommunications, ~~hard-to-wire~~electronic ~~areas~~banking orand the internet.

asGenie anGateway ~~option~~is toa ~~homes~~forward-looking inunified ~~which~~communications ~~the~~and ~~installed~~payment ~~coaxial~~processing ~~cable~~platform ~~falls~~blending ~~short. These~~business ~~are~~products ~~significant~~and ~~features~~services - traditionally purchased from multiple vendors - into one seamless service.

inIn ~~Summit~~accordance ~~Digital’s~~with ~~target~~ASC ~~market~~855, Company management reviewed all material events through the date of this filing, and there are no material subsequent events to report other than those reported.

~~ Wireless services can bring in subscribers solely interested in wireless access. More important, it~~17

~~can~~ITEM ~~drive a “quadruple play” option in which Summit Digital can offer a single-bill package~~9.

~~combining~~CHANGES ~~TV,~~IN ~~home~~AND ~~broadband,~~DISAGREEMENTS ~~voice~~WITH ~~communications,~~ACCOUNTANTS ~~and~~ON ~~wireless~~ACCOUNTING ~~access. Carl~~AND ~~Weinschenk~~FINANCIAL ofDISCLOSURE

~~Broadband Technology Report has commented that “WiFi will end up being the technology that~~None.

~~enables~~ITEM ~~the [cable] industry to fill the gaping hole in its arsenal: A comprehensive mobile voice and~~9A.

~~data~~CONTROLS ~~service”.~~AND PROCEDURES

~~ Summit~~Evaluation ~~Digital~~of ~~intends~~Disclosure toControls ~~pursue~~and ~~opportunities in this promising sector as an integral part of its~~Procedures

~~expansion~~In ~~plan~~connection with the preparation of this annual report, an evaluation was carried out by our management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of December 31, 2014. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

~~Subscriber~~Based ~~Base~~on that evaluation, our management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and such information was accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

~~Summit~~Management’s ~~Digital~~Report ~~currently~~on ~~serves~~Internal ~~1,296~~Control ~~subscribers~~over inFinancial ~~the States of Oklahoma and Michigan, with an~~Reporting

~~average~~Our ~~monthly~~management ~~billing~~is ofresponsible ~~approximately~~for ~~$69,000~~establishing and maintaining adequate internal control over financial reporting. At Our internal control over financial reporting is a process, under the ~~end~~supervision of the ~~first~~chief ~~quarter~~executive ofofficer ~~2012~~and the chief financial officer, ~~Summit~~designed ~~Digital~~to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:

~~served 686 subscribers in the States of Oklahoma and Michigan, with monthly billing of approximately~~·

~~$33,000.~~Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

~~Proposed Expansion~~·

~~Summit~~Provide ~~Digital~~reasonable isassurance ~~aggressively~~that ~~pursuing~~transactions ~~expansion~~are ~~opportunities:~~recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and

~~ Summit Digital has been granted a franchise and is building a new cable System in McBain~~·

~~Michigan,~~Provide ~~which~~reasonable isassurance ~~expected~~regarding toprevention beor ~~completed~~timely bydetection ~~the~~of ~~end~~unauthorized acquisition, use, or disposition of ~~2012. Summit~~our ~~Digital~~assets ~~will~~that becould ~~initially~~have a material effect on the financial statements.

~~providing~~Due ~~cable~~to TVits inherent limitations, ~~broadband~~internal ~~Internet~~control over financial reporting may not prevent or detect misstatements. Also, ~~and~~projections ~~telephone~~of ~~services~~any ~~passing~~evaluation ~~550~~of ~~homes~~effectiveness ~~and~~to anfuture periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

~~industrial~~Our ~~complex~~management ~~containing~~conducted ~~several~~an ~~industries~~assessment ~~with~~of ~~substantial~~the ~~potential~~effectiveness ~~for~~of ~~expansion~~our internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which assessment identified a material weaknesses in internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies in internal control over financial reporting that creates a reasonable possibility that a material misstatement in annual or interim financial statements will not be prevented or detected on a timely basis. Since the assessment of the effectiveness of our internal control over financial reporting did identify a material weakness, management considers its internal control over financial reporting to be ineffective.

~~ Summit Digital has targeted 5 towers in northern Michigan for installation of wireless broadband~~18

~~technology. These~~We ~~installations~~identified ~~will~~the ~~serve~~following upmaterial ~~to 2500 residents within Summit Digital’s current~~weakness:

~~service~~Lack ~~footprint~~of Appropriate Independent Oversight. Our board of directors has not provided an appropriate level of oversight of our consolidated financial reporting and procedures for internal control over financial reporting since there are, at present, no independent directors who could provide an appropriate level of oversight, including challenging management’s accounting for and reporting of transactions. Our lack of appropriate independent oversight has been a material weakness since inception due to the interested nature of those individuals who comprise our board of directors. While this control deficiency did not result in any audit adjustments to our 2014 or 2013 interim or annual period financial statements, it could have resulted in material misstatement that might have been prevented or detected by independent oversight. Accordingly we have determined that this control deficiency constitutes a material weakness.

~~ Summit~~We ~~Digital~~intend isto ~~pursuing~~remedy the ~~proposed~~material ~~acquisition~~weaknesses ~~of additional cable systems in the Fort Wayne,~~by:

~~Indiana area from New Wave Communications.~~·

~~ Summit~~Forming ~~Digital~~an isaudit ~~negotiating~~committee ~~for~~made ~~the~~up ~~purchase~~ of ~~several~~independent ~~systems~~directors inthat ~~Michigan~~will ~~from~~oversee ~~Michigan~~management (we have begun this process by seeking out individuals who might act as independent directors).

~~Cable~~This ~~Partners~~annual ~~Inc~~report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Commission that permit us to provide only management’s report in this annual report.

~~Summit~~Changes ~~Digital~~in ~~hopes~~Internal toControls ~~complete~~over ~~these~~Financial ~~negotiations and close the acquisitions by early 2013 though there~~Reporting

isDuring the period ended December 31, 2014, there has been no ~~assurance~~change in internal control over financial reporting that ~~all~~has materially affected, or ~~any~~is ofreasonably ~~these~~likely ~~acquisitions~~to ~~will~~materially beaffect ~~completed~~our internal control over financial reporting.

119B.

~~Summit~~OTHER ~~Digital is targeting 100,000 total subscribers within three years, which it believes is a conservative~~INFORMATION

~~estimate of potential, provided that adequate financing can be obtained~~None. ~~Per-subscriber billing in the~~

~~systems Summit Digital has targeted, typically based only on cable TV services, is under $50/month.~~19

~~Summit~~PART ~~Digital intends to increase this to a level close to the national average of $128/month.~~III

~~Importance~~ITEM ~~of Public Status~~10.

~~Summit~~DIRECTORS, ~~Digital’s~~EXECUTIVE ~~status~~OFFICERS, asAND aCORPORATE ~~subsidiary of a publicly traded company is a critical part of this expansion~~GOVERNANCE

~~strategy. The~~Officers ~~owners~~and ~~of the systems Summit Digital seeks to acquire are familiar with the cable industry~~Directors

~~and~~The ~~are~~following intable asets ~~position~~forth tothe ~~appreciate~~name, ~~the~~age ~~advantages~~and position of ~~Summit~~each ~~Digital’s~~of ~~business~~our ~~model. They~~directors ~~are~~and ~~typically~~executive officers.

willing to accept stock as a major part of the acquisition terms, anticipating an increase in the stock’s value


Name	Age	Positions and Offices
Tom Nix ⁽¹⁾	66	Chief Executive Officer, Director
Stephen Spencer ⁽²⁾	58	Chief Financial Officer, Director

as(1) ~~Summit~~Effective ~~Digital~~June ~~acquires~~4, ~~upgrades~~2013, our board of directors appointed Tom Nix as our Chief Executive Officer and ~~integrates~~as ~~additional~~one ~~systems~~of our directors.

~~Acquisition~~(2) ~~Criteria~~Effective June 4, 2013, our board of directors appointed Stephen Spencer as our Chief Financial Officer and as one of our directors.

~~Summit~~Tom ~~Digital’s~~Nix ~~acquisition~~brings ~~strategy~~to ~~relies~~his onposition ~~careful~~management ~~assessment~~skills with a business background encompassing nearly 30 years of ~~acquisition~~experience. ~~candidates~~Mr. byNix has been involved in the cable television industry since 1984. Mr. Nix has negotiated cable franchise and private cable television agreements and directed construction and management of the daily operations of cable systems in Florida, Texas, Missouri, Oklahoma, Nevada, Arizona, California and Michigan. Recently, he sold a number of his Texas and Michigan cable systems to Comcast. Mr. Nix has also sold cable systems to Time Warner, Dimension, United Satellite, Cox and Prime. Recognized industry wide, Mr. Nix has been on the board of directors and was cofounder for Telecable, Telecast, VisionComm and Data Cablevision. Mr. Nix attended Macomb College in marketing.

~~management~~Mr. ~~team~~Nix ~~with~~also ~~extensive~~serves ~~experience~~as in the ~~cable~~chief ~~industry~~executive officer and a director of Summit Digital Holdings, Inc., a significant shareholder.

~~ Many~~We ofdo ~~the~~not ~~systems~~have ~~available~~an ~~for~~employment ~~acquisition~~agreement ~~carry~~with ~~significant~~Mr. ~~debt burdens~~Nix. ~~Summit~~ ~~Digital will~~

~~only~~Stephen goSpencer ~~through~~has been involved with ~~acquisitions~~venture ifcapital ~~owners~~and start-up companies for 20 years. Mr. Spencer has worked with companies in both the U.S. and~~/or~~ ~~creditors~~abroad. While ~~are~~serving ~~willing~~as the CFO of Legends Capital Group, a boutique venture capital firm, he managed the financial functions including treasury, financial reporting, budgets, forecasts and projections. Mr. Spencer has worked as an officer for and consultant to ~~restructure~~U.S. ~~debt~~public companies with responsibilities for SEC reporting, GAAP accounting and SOX 404 compliance. He was previously a CPA with Price Waterhouse, a public accounting firm and is currently the CFO and a director for Unico, Inc. Mr. Spencer

~~Typically this involves an exchange of debt and equity, with owners/creditors exchanging debt for~~20

~~stock. Since~~earned ~~these~~a ~~individuals~~BA ~~are~~degree infrom the ~~business,~~University ~~they~~of ~~understand the inherent viability and~~Utah.

~~potential~~Mr. ofSpencer ~~Summit~~also ~~Digital’s~~serves ~~business~~as ~~model,~~the chief financial officer and ~~these~~a ~~offers~~director ~~have~~of soSummit ~~far~~Digital ~~met~~Holdings, Inc., a ~~generally~~significant ~~positive~~shareholder.

~~reception~~We do not have an employment agreement with Mr. Spencer

~~ Summit~~For ~~Digital~~purposes ~~focuses~~of ondetermining ~~areas~~director ~~that~~independence, ~~offer~~we ~~potential~~have ~~for~~applied ~~aggregating~~the ~~multiple~~definitions ~~systems~~set out in ~~physically~~NASDAQ Rule 4200(a) (15). Under this Rule, a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Accordingly, we do not consider Mr. Nix or Mr. Spencer to be an independent director.

~~adjacent~~Term ~~territory, maximizing the potential~~ of ~~existing infrastructure.~~Office

~~ Summit~~Our ~~Digital~~directors ~~targets~~have ~~area~~been ~~with~~elected ~~existing~~or ~~unserved~~appointed ~~demand~~to the board of directors for ~~broadband~~a ~~Internet~~one-year term or until the next meeting of our shareholders or until removed in accordance with our bylaws. ~~Typically~~ ~~this~~Our executive officers were appointed by the board of directors and hold office at the discretion of the board.

~~means~~Family ~~acquiring systems that do not offer broadband Internet at the time of acquisition, offering~~Relationships

~~potential~~There ~~for~~are ~~immediate~~no ~~increase~~family inrelationships ~~subscribers~~between ~~and~~or ~~per-subscriber~~among ~~billing~~the bydirectors ~~adding~~or ~~broadband~~executive officers.

~~Internet~~Involvement toin ~~the~~Certain ~~service~~Legal ~~package and aggressively promoting it.~~Proceedings

~~ Economic~~During ~~viability~~the past ten years there are no events that occurred related to an involvement in legal proceedings that are material to an evaluation of ~~acquisition~~the ~~candidates~~ability isor ~~evaluated~~integrity byof ~~Summit~~any ~~Digital’s~~of ~~management~~our ~~team~~directors, persons nominated to become directors or executive officers.

~~which~~Code ~~has~~of ~~extensive experience in the cable business. In some cases the team may prefer to~~Ethics

~~negotiate~~We ~~directly~~have ~~with~~adopted ~~creditors~~a orCode aof ~~bankruptcy~~Ethics ~~court;~~within inthe ~~others~~meaning of Item 406(b) of Regulation S-K of the ~~system~~Securities Exchange Act of 1934. The Code of Ethics applies to directors and senior officers, such as the principal executive officer, principal financial officer, controller, and persons performing similar functions. Our Code of Ethics is ~~deemed~~available ~~non-viable~~in print, at no charge, to any security holder who requests such information by contacting us.

~~and the acquisition is abandoned.~~21

~~ Markets~~Board ~~must~~of beDirectors ~~assessed for growth potential. Some rural markets are economically stagnant with~~Committees

aOur ~~decreasing~~board ~~population~~of ~~that~~directors ~~will~~consists ~~not~~of ~~support~~two ~~growth~~persons inand ~~our~~thus ~~industry. Acquisitions~~we inhave ~~these~~not ~~areas~~established a separate committee.

~~will~~Directors ~~not be pursued.~~Compensation

~~Market~~Directors receive no compensation for their services as directors. We do not anticipate adopting a provision for compensating directors in the foreseeable future.

~~There~~ITEM ~~are approximately 10,700 cable systems in operation in the United States~~11. ~~Companies owning more~~

~~than~~EXECUTIVE ~~one system are known in the cable industry as multiple system operators (MSOs). Four major MSOs~~COMPENSATION

~~(AT&T,~~The ~~Time~~following ~~Warner~~table provides summary information for 2014, ~~Comcast~~2013 and ~~Cox~~2012 ~~Communications~~concerning cash and non-cash compensation paid or accrued by us to or on behalf of (i) ~~dominate~~the chief executive officer and the ~~industry,~~chief ~~accounting~~financial ~~for~~officer 70and (ii) any other employee to receive compensation in excess of $100,000.

percent of all cable television customers. These major players have aggressively pursued the high-density


Name and Principal Position	Fiscal Year	Salary($)		Bonus($)		All Other Compensation ($)		Total($)
Tom Nix ⁽¹⁾	2014	$	86,000	$	-0-	$	-0-	$	86,000
President and	2013	$	30,000	$	-0-	$	-0-	$	30,000
Chief Executive Officer	2012	$	30,000	$	-0-	$	-0-	$	30,000

Stephen Spencer ⁽¹⁾	2014	$	50,000	$	-0-	$	15,000	$	65,000
Chief Financial Officer	2013	$	-0-	$	-0-	$	29,660	$	29,660
	2012	$	-0-	$	-0-	$	2,000	$	2,000

~~urban~~(1) Effective June 4, 2013, Mr. Nix and ~~suburban~~Mr. ~~markets~~Spencer were appointed to our board of directors and named executive officers in connection with the issuance of 99,000,000 shares of our common stock to Summit Digital Holdings, Inc. In connection with the change in control transaction, Mr. Nix was appointed as our President and Chief Executive Officer and Mr. Spencer was appointed our Chief Financial Officer. Both Nix and Spencer were awarded $50,000 in accrued compensation in 2014. The accrued compensation will be paid when the funds are available to WWAG.

12We have no plans that provide for the payment of retirement benefits, or benefits that will be paid primarily following retirement. Nor do we have a plan that provides for payment to our executive officers at, following, or in connection with the resignation, retirement or other termination, or a change in control, or a change in our executive officers responsibilities following a change in control.

~~The rural, semi rural, and gated community market, in contrast, is extremely fragmented, dominated by~~22

~~single-system~~Outstanding ~~operators~~Equity ~~serving~~Awards ~~from~~at ~~500~~Fiscal ~~to 5,000 subscribers. Many of these suffer from unstructured and~~Year-End

~~passive~~The ~~management~~following ~~and~~table ~~have~~sets ~~been~~forth ~~slow~~certain toinformation ~~exploit~~concerning ~~the~~outstanding ~~opportunities~~stock ~~offered~~awards held by ~~cable~~the ~~Internet,~~Named ~~voice~~Executive Officers for fiscal year 2014:

telephony, pay-per-view, and other value-added services that allow cable companies to increase revenues


	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number Of Shares or Units of Stock That Have Not Vested (#)	Market Value Of Shares Or Units Of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number Of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

Tom Nix	-0-	-0-	-0-	-0-	-	-0-	-0-	-0-	-0-

Stephen Spencer	-0-	-0-	-0-	-0-	-	-0-	-0-	-0-	-0-

~~with~~ITEM ~~the same infrastructure~~12. ~~As a consequence of this disparity, these smaller systems show monthly~~

~~per-customer~~SECURITY ~~billing~~OWNERSHIP ~~well~~OF ~~below~~CERTAIN ~~their~~BENEFICIAL ~~larger,~~OWNERS ~~more~~AND ~~aggressively~~MANAGEMENT ~~managed~~AND ~~urban~~RELATED ~~rivals.~~STOCKHOLDER MATTERS

~~Many~~The ~~major~~following ~~MSOs~~table ~~show~~sets ~~monthly~~forth ~~billings~~certain information concerning the ownership of ~~over~~our ~~$100/customer.~~common ~~Research~~stock ~~firm~~as ~~SNL~~of ~~Kagan~~March ~~reports~~10, ~~that~~2015, with respect to (i) all directors; (ii) each person known by us to be the beneficial owner of more than 5% of our common stock; and (iii) our directors and executive officers as a group.

Comcast's subscribers pay on average more than $115 a month, with broadband Internet and voice services


Title of Class	Name and Address of Beneficial Owner⁽²⁾	Nature of Beneficial Ownership	Shares Beneficially Owned		Voting Percentage
			Shares	Percentage	⁽⁵⁾⁽⁶⁾
Common	Tom Nix⁽³⁾	President, CEO and Director	99,000,000	26.0⁽⁴⁾	11.3
Series A Preferred			1,000,000	50.0⁽⁵⁾	28.6
Common	Stephen Spencer⁽³⁾	CFO and Director	99,000,000	26.0⁽⁴⁾	11.3
Series A Preferred			1,000,000	50.0⁽⁵⁾	28.6
Common	Summit Digital Holdings, Inc.⁽³⁾	5%+ Beneficial Shareholder	99,000,000	26.0⁽⁶⁾	11.3

~~boosting billing. The National Cable & Telecommunications Association estimated that in June 2010 U.S.~~(1)

~~cable~~As ~~providers~~of ~~were~~March ~~serving~~10, ~~61.1~~2015 ~~million~~there ~~basic~~are ~~video~~374,201,110 ~~customers~~shares ~~and~~of ~~43.2~~common ~~million~~stock ~~high-speed Internet~~outstanding.

~~customers, suggesting that roughly 70.7 percent of cable customers are now buying high-speed Internet~~(2)

~~from~~Unless ~~their~~indicated ~~cable~~otherwise, ~~provider~~the address of the shareholder is 107 W Bridge St., Portland, Michigan 48875.

~~Summit Digital’s observation is that the rural providers targeted for acquisition lag far behind this figure,~~(3)

~~even~~Indicates inan ~~networks~~officer ~~that~~and/or ~~have~~director ~~made~~of ~~broadband~~the ~~Internet~~Company ~~available. Summit~~and ~~Digital~~its ~~believes~~significant ~~that~~shareholder, ~~with~~Summit ~~effective~~Digital Holdings, Inc.

~~marketing and introduction of competitive broadband services the percentage of TV customers subscribing~~(4)

toThe ~~broadband~~shares ~~can~~of becommon ~~brought~~stock upare toregistered ~~national~~in ~~averages~~the name of Summit Digital Holdings, ~~offering~~Inc., aof ~~significant~~which ~~growth~~the ~~opportunity~~named individuals are the controlling shareholders, and principal officers and directors.

~~Summit Digital is aggressively pursuing acquisitions and other arrangements that will add to its subscriber~~(5)

~~base.~~As ~~The~~of ~~systems~~March ~~targeted~~10, ~~for~~2015 ~~acquisition~~there byare ~~Summit~~2,000,000 ~~Digital~~shares ~~serve~~of ~~rural,~~2014 ~~semi-rural,~~Series A Preferred Stock issued and ~~gated~~outstanding.

~~communities, and their per-customer billings generally lag well behind these national averages.~~(6)

~~Single-system~~The ~~operators~~holders ~~surveyed~~of bythe ~~Summit~~2014 ~~Digital~~Series asA ~~acquisition~~Preferred ~~candidates~~Stock ~~typically~~are ~~have~~entitled ~~monthly~~to 250 votes per shares of 2014 Series A Preferred Stock and vote with the common stock on all matters submitted to a vote of common shareholders for all purposes.

~~billings below $50/customer, with Internet penetration as low as 25% in systems offering Internet. Summit~~23

~~Digital~~ITEM ~~believes that this disparity represents a substantial opportunity, and that by adopting the bundling~~13.

~~strategies~~CERTAIN ~~and~~RELATIONSHIPS ~~aggressive~~AND ~~marketing~~RELATED ~~techniques standard among larger MSOs, Internet penetration and~~TRANSACTIONS

~~monthly~~None ~~billing~~of inour ~~small~~directors ~~systems~~or ~~can~~executive ~~rapidly~~officers, ~~increase~~nor toany ~~levels~~proposed ~~comparable~~nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to ~~national~~all ~~averages~~of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in−laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction since the beginning of our last fiscal year or in any presently proposed transaction which, in either case, has or will materially affect us.

~~Broadband~~ITEM ~~Internet provides a particularly attractive growth opportunity in our target niche~~14. ~~The gap~~

~~between~~PRINCIPAL ~~rural~~ACCOUNTANT ~~and~~FEES ~~urban~~AND ~~broadband adoption is summarized in a comprehensive study released in 2010,~~SERVICES

~~sponsored~~Audit ~~by the National Telecommunications and Information Administration (NTIA) and conducted by~~Fees

The following is a summary of the ~~Census~~fees ~~Bureau,~~billed ~~titled~~to ~~Digital~~us ~~Nation:~~by ~~21st~~Pinaki ~~Century~~& ~~America's~~Associates ~~Progress~~LLC ~~Toward~~(“Pinaki”) ~~Universal~~for ~~Broadband~~professional services rendered for the past two fiscal years:

Internet Access: “There remains a substantial difference in overall broadband use at home between urban


Auditors’ Fees and Services
	2014	2013
Audit fees	$ 12,000	$ 12,000
Audit-related fees
Tax fees
All other fees.
Total fees paid or accrued to our principal accountants	$ 12,000	$ 12,000

~~and~~Audit ~~rural~~Fees ~~areas.~~consist ~~The~~of ~~gap~~fees ~~has~~billed ~~declined~~for ~~since~~professional ~~2007~~services ~~but~~rendered ~~still~~for ~~exists.~~the Inaudit ~~2009,~~of ~~65.9~~our ~~percent~~financial statements and review of ~~urban~~the ~~households~~interim financial statements included in quarterly reports and services that are normally provided by Pinaki in connection with statutory and regulatory filings or engagements.

~~and~~Audit ~~54.1~~Committee ~~percent~~Pre-Approval ~~of rural households accessed broadband service. In contrast, 8.9 percent of rural~~

~~households~~We ~~and~~do ~~only~~not 3have a standing audit committee.7 ~~percent~~Therefore, ofall ~~urban~~services ~~households~~provided ~~used~~to ~~dial-up.~~us Inby ~~2007~~Pinaki, ~~53.8~~as ~~percent~~detailed above, were pre-approved by our board of ~~households~~directors. in

~~urban~~Pinaki ~~areas~~performed ~~and~~all ~~38.8~~work ~~percent~~only ofwith ~~households~~their inpermanent ~~rural~~full ~~America~~time ~~were broadband users~~employees. ~~Again, rural homes~~

~~relied more heavily on dial-up (19.3 percent) than urban did (8.5 percent) that year. Broadband use at home~~24

~~also~~PART ~~varies by regions, with the West (68.0 percent of households) and Northeast (67.0 percent) leading,~~IV

~~followed~~ITEM ~~by the Midwest (62~~15.~~2 percent), and the South (60.0 percent) in 2009.”~~

~~The~~EXHIBITS ~~substantial~~AND ~~lag~~FINANCIAL inSTATEMENT ~~broadband~~SCHEDULES ~~adoption in rural markets, and the significant overhang of rural dial-up~~

~~connections, represents~~ (a) ~~significant~~Consolidated ~~opportunity~~Financial ~~that Summit Digital’s business plan is designed to capture.~~Statements

The ~~disparity~~following isdocuments ~~particularly~~are ~~evident~~filed inunder ~~the~~“Item ~~Midwest~~8. Financial Statements and Supplementary Data,” ~~which~~pages ~~represents~~F-1 athrough ~~major~~F-11, ~~business~~and ~~focus~~are ~~for~~included ~~Summit~~as part of this Form 10-K:

~~Digital. Management~~Financial ~~believes~~Statements ~~that~~of ~~cable~~WWA ~~companies~~Group infor ~~particular~~the ~~are~~years ~~well~~ended ~~positioned~~December to31, ~~serve~~2014 ~~the~~and ~~increase in~~2013:

~~rural~~Report ~~broadband connection: large numbers~~ of ~~homes~~Independent ~~already~~Registered ~~subscribe~~Public toAccounting ~~cable TV, making cable an~~Firm

~~obvious~~Consolidated ~~source~~Balance ~~for broadband.~~Sheets

13Consolidated Statements of Income

~~The~~Consolidated ~~Obama~~Statement ~~administration has prioritized the extension~~ of ~~broadband~~Stockholders’ ~~services to rural areas, with the~~Equity

~~President~~Consolidated ~~specifically~~Statements ~~citing “connecting every corner~~ of ~~our~~Cash ~~country to the digital age” as a policy priority.~~Flows

ANotes ~~broad array of privileges and incentives has been offered~~ to ~~companies~~Consolidated ~~pursuing~~Financial ~~the development or~~Statements

~~improvement~~(b) ~~of broadband services in underserved areas. This program is clearly consistent with Summit~~Exhibits

~~Digital’s~~The ~~business~~exhibits ~~plan,~~required ~~and~~to ~~Summit~~be ~~Digital~~attached isby ~~reviewing~~Item ~~opportunities~~601 toof ~~take~~Regulation ~~advantage~~S-K are listed in the Index to Exhibits of this ~~support~~Form 10-K, and are incorporated herein by this reference.

~~Nationwide,~~(c) ~~the~~Financial ~~long~~Statement ~~struggle for broadband dominance between Telco-provided Digital Subscriber Lines~~Schedules

~~(DSL)~~We ~~and~~are ~~Cable~~not isfiling ~~conclusively~~any ~~resolving~~financial instatement ~~favor~~schedules as part of ~~cable. The~~this ~~Leichtman~~Form ~~Research~~10-K ~~Group~~because ~~states~~such ~~that~~schedules are either not applicable or the required information is included in the financial statements or notes thereto.

~~“Cable operators have the upper hand over traditional Telco’s”, buttressing the comment by reporting that~~25

~~in 2011 Cable companies added a total of 2.3 million subscribers, or 75 percent of overall broadband~~SIGNATURES

~~additions~~Pursuant into ~~2011. Credit~~the ~~Suisse~~requirements ~~analyst~~of ~~Stefan~~Section ~~Anninger~~13 ~~predicts~~or ~~that~~15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by ~~2015~~the ~~cable~~undersigned, ~~companies~~thereunto ~~will~~duly authorized.

control 56% of the broadband market, with DSL down to 15%. John Dunbar of American University’s


WWA Group, Inc.	Date
/S/ Tom Nix By: Tom Nix Its: Chief Executive Officer and Director	March 26, 2015
/S/ Stephen Spencer By: Stephen Spencer Its: Chief Financial Officer, Principal Accounting Officer and Director	March 26, 2015

~~School of Communications has speculated that: “The connection speed advantage that cable companies~~26

~~have~~WWA ~~over~~GROUP, ~~traditional telecommunications providers —which still rely largely on aging digital subscriber~~INC.

~~line~~Notes ~~(DSL) technology — is significant enough~~ to ~~raise~~Consolidated ~~questions~~Financial ~~about whether the high-speed Internet~~Statements

~~market~~December ~~will~~31, ~~devolve~~2014 ~~from a telecom-~~ and ~~cable-dominated duopoly to a cable monopoly.”~~2013

~~These~~INDEX ~~trends,~~TO ~~which Summit Digital expects to continue, suggest that while rural America may lag slightly~~EXHIBITS

~~behind urban areas in broadband adoption, it is headed in the same direction, and its lower level of~~Exhibit

~~saturation provides abundant room for growth. Cable is likely to be the preferred delivery mechanism, as it~~Description

~~is elsewhere, particularly since a large percentage of homes already have Cable infrastructure installed~~3.1*

~~Summit~~Articles ~~Digital believes that aggressive marketing~~ of ~~improved~~Incorporation, ~~broadband~~as ~~services can drive substantial~~amended

~~increases in revenue per subscriber with relatively low incremental costs~~3. ~~A report released on July 10,~~2*

~~2010 by Infonetics Research~~Bylaws, ~~titled~~as ~~Residential Voice, Video, and Internet Services in North America~~amended

~~concludes “Broadband access is the true growth engine for residential services, with annual revenue for~~21*

~~North~~Subsidiaries ~~American~~of ~~service~~WWA ~~providers~~Group ~~expected~~(incorporated toherein ~~grow~~by atreference afrom ~~13%~~the ~~compound~~Form ~~annual~~10-K/A ~~growth~~filed ~~rate~~with ~~(CAGR)~~the ~~from~~Commission on November 14, 2011).

~~2009 to 2014”~~31. ~~Management concurs with this assessment, and believes that the gap between rural and~~1

~~urban~~Certification ~~broadband~~of ~~adoption~~the ~~creates~~Chief aExecutive ~~significant~~Officer ~~opportunity~~pursuant ~~for~~to ~~rapid~~Rule ~~expansion~~13a-14 inof ~~broadband~~the ~~revenue~~Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

~~Governmental and Environmental Regulation~~31.2

~~Doing~~Certification ~~Business~~of ~~with~~the ~~Nationals~~Chief ofFinancial ~~Countries~~Officer ~~identified~~pursuant byto Rule 13a-14 of the ~~U.S.~~Securities and Exchange Act of 1934, as ~~State~~amended, ~~Sponsors~~as adopted pursuant to Section 302 of ~~Terrorism~~the Sarbanes-Oxley Act of 2002.

~~The U~~32.~~S State Department and the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”)~~1

~~has~~Certification ~~identified~~of ~~Iran,~~the ~~Sudan~~Chief ~~and~~Executive ~~Syria~~Officer aspursuant ~~state~~to ~~sponsors~~18 ofU.S.C. ~~terrorism,~~Section ~~and~~1350 ~~forbade~~as ~~the~~adopted ~~sale~~pursuant to Section 906 of ~~goods~~the orSarbanes-Oxley ~~services~~Act of 2002.

~~by U~~32.~~S. persons or companies to these countries or to agents of the respective governments of these~~2

~~countries.~~Certification Onof ~~April~~the ~~27,~~Chief ~~2007~~Executive ~~WWA~~Officer ~~Group~~pursuant ~~received~~to a18 ~~“cease~~U.S.C. ~~and~~Section ~~desist”~~1350 ~~order~~as ~~from~~adopted ~~OFAC~~pursuant ~~proscribing~~to Section 906 of the Sarbanes-Oxley Act of 2002.

~~sale~~101. ~~of equipment or services, or facilitating the sale of equipment or services to persons with registered~~INS

~~addresses~~XBRL inInstance ~~Iran, Syria or Sudan. WWA Group has never sold equipment at auction or delivered equipment~~Document†

to101. ~~countries or to agents of the respective governments of those countries that OFAC has identified as state~~PRE

~~sponsors~~XBRL ofTaxonomy ~~terrorism.~~Extension ~~However,~~Presentation ~~we had in the past sold equipment to private individuals or companies~~Linkbase†

~~resident~~101. ~~in Iran, Sudan or Syria who may have, on their own accord, have exported such purchased~~LAB

~~equipment~~XBRL toTaxonomy ~~their~~Extension ~~country~~Label ~~of residence. Since May of 2007 until the disposition of World Wide~~Linkbase†

~~Auctioneers~~101. ~~in October of 2010, in compliance with the OFAC “cease and desist” order, we enforced a~~DEF

~~strict~~XBRL ~~policy~~Taxonomy ofExtension ~~prohibiting~~Label ~~the sale of equipment to any persons or companies that register to bid using~~Linkbase†

~~addresses in Iran, Sudan or Syria~~101. ~~On January 13, 2012 we received a Cautionary Letter from OFAC as a~~CAL

~~final~~XBRL ~~enforcement~~Taxonomy ~~response~~Extension toLabel ~~apparent violations in lieu of a civil penalty.~~Linkbase†

14101. SCH

~~Climate~~XBRL ~~Change~~Taxonomy ~~Legislation~~Extension ~~and Greenhouse Gas Regulation~~Schema†

~~Many studies over the past couple decades have indicated that emissions of certain gases contribute to~~*

~~warming~~Incorporated ofby ~~the~~reference ~~Earth’s~~from ~~atmosphere.~~previous Infilings ~~response~~of tothe ~~these studies, many nations have agreed to limit~~Company.

~~emissions of “greenhouse gases” or “GHGs” pursuant to the United Nations Framework Convention on~~†

~~Climate~~Pursuant ~~Change~~to Rule 406T of Regulation S-T, ~~and~~these ~~the~~interactive data files are deemed “~~Kyoto~~furnished” ~~Protocol.~~and not “filed” ~~Although~~or part of a registration statement or prospectus for purposes of Section 11 or 12 of the ~~United~~Securities ~~States~~Act ~~did~~of 1933, or deemed “furnished” and not ~~adopt~~“filed” for purposes of Section 18 of the ~~Kyoto~~Securities ~~Protocol~~and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

~~several states have adopted legislation and regulations to reduce emissions of greenhouse gases.~~27

Additionally, the United States Supreme Court has ruled, in Massachusetts, et al. v. EPA, that the EPA

abused its discretion under the Clean Air Act by refusing to regulate carbon dioxide emissions from mobile

sources. As a result of the Supreme Court decision the EPA issued a finding that serves as the foundation

under the Clean Air Act to issue other rules that would result in federal greenhouse gas regulations and

emissions limits under the Clean Air Act, even without Congressional action. Finally, acts of Congress,

particularly those such as the “American Clean Energy and Security Act of 2009” approved by the United

States House of Representatives, as well as the decisions of lower courts, large numbers of states, and

foreign governments could widely affect climate change regulation. Nonetheless, even in the event climate

legislation or regulation is effected, we do not believe that developments would have a material adverse

effect on our business, financial condition, and results of operations.

We believe that WWA Group is in compliance in all material respects with all laws, rules, regulations and

requirements that affect its business.

Patents, Trademarks, Licenses, Franchises,

Concessions, Royalty Agreements and Labor Contracts

WWA Group has no patents, trademarks, concessions, or labor contracts. Our proprietary software is

safeguarded by the terms and conditions of our development agreement with the software developer which

includes our exclusive ownership of the software and confidentiality provisions.

Employees

WWA Group has no full time employees. Eric Montandon and Digamber Naswa, our sole officers and

directors, manage WWA Group. We expect each of these individuals to continue to provide

entrepreneurial skills and talents. Management also uses consultants, attorneys and accountants as

necessary to complement services rendered by our officers.

Reports to Security Holders

WWA Group’s annual report contains audited financial statements. We are not required to deliver an

annual report to security holders and will not automatically deliver a copy of the annual report to our

security holders unless a request is made for such delivery. We file all of our required reports and other

information with the Securities and Exchange Commission (the “Commission”). The public may read and

copy any materials that are filed by WWA Group with the Commission at the Commission’s Public

Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the

operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The statements

and forms filed by us with the Commission have also been filed electronically and are available for viewing

or copy on the Commission maintained Internet site that contains reports, proxy and information

statements, and other information regarding issuers that file electronically with the Commission. The

Internet address for this site can be found at http://www.sec.gov.

ITEM 1A.

RISK FACTORS

WWA Group’s operations and securities are subject to a number of risks. Below we have identified and

discussed the material risks that we are likely to face. Should any of the following risks occur, they will

adversely affect our operations, business, financial condition and/or operating results as well as the future

trading price and/or the value of our securities.

Risks Related to WWA Group’s Business

WWA Group has a history of uncertainty about continuing as a going concern.

WWA Group’s audits for the periods ended December 31, 2012 and 2011 expressed substantial doubt as to

its ability to continue as a going concern due to recurring losses from operations. Unless WWA Group is

able to overcome our dependence on successive financings and generate net revenue from operations, its

ability to continue as a going concern will be in jeopardy.

Our chief executive officer does not offer his undivided attention to WWA Group due to his varied

responsibilities.

Our chief executive officer does not offer his undivided attention to our business as he also serves as the

chief executive officer of Asia8 and Infrastructure. His responsibilities cause him to divide his time

between these entities. The division of time however does not necessarily indicate a division of interests

since Asia8 and Infrastructure work with WWA Group in marketing Wing Houses. Nonetheless, his varied

responsibilities may compromise WWA Group’s ability to successfully conduct its business operations.

WWA Group is dependent upon key personnel.

WWA Group’s performance and operating results are substantially dependent on the continued service and

performance of our officers and directors. We intend to hire additional technical, sales, managerial and

other personnel as we move forward with our business model. Competition for such personnel is intense,

and there can be no assurance that we can retain our key employees, or that we will be able to attract or

retain highly qualified personnel in the future. The loss of the services of any of our key employees or the

inability to attract and retain the necessary personnel could have a material adverse effect upon our

business, financial condition, operating results, and cash flows.

Our business is subject to governmental regulations.

International, national and local standards set by governmental regulatory authorities set the regulations by

which products are certified across respective territories. Further, climate change legislation and

greenhouse gas regulation is becoming increasingly ubiquitous. The products that we intend to distribute

are subject to such regulation in addition to national, state and local taxation. Although we believe that we

can successfully distribute our products within current governmental regulations it is possible that

regulatory changes could negatively impact our operations and cause us to diminish or cease operations.

Risks Related to WWA Group’s Stock

The market for our stock is limited and our stock price may be volatile.

The market for our common stock has been limited due to low trading volume and the small number of

brokerage firms acting as market makers. Because of the limitations of our market and volatility of the

market price of our stock, investors may face difficulties in selling shares at attractive prices when they

want to. The average daily trading volume for our stock has varied significantly from week to week and

from month to month, and the trading volume often varies widely from day to day.

We incur significant expenses as a result of the Sarbanes-Oxley Act of 2002, which expenses may

continue to negatively impact our financial performance.

We incur significant legal, accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002, as

well as related rules implemented by the Commission, which control the corporate governance practices of

public companies. Compliance with these laws, rules and regulations, including compliance with Section

404 of the Sarbanes-Oxley Act of 2002, as discussed in the following risk factor, has substantially increased

our expenses, including legal and accounting costs, and made some activities more time-consuming and

costly.

Our internal controls over financial reporting may not be considered effective, which conclusion could

result in a loss of investor confidence in our financial reports and in turn have an adverse effect on our

stock price.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 we are required to furnish a report by our

management on our internal controls over financial reporting. Such report must contain, among other

matters, an assessment of the effectiveness of our internal controls over financial reporting as of the end of

the year, including a statement as to whether or not our internal controls over financial reporting are

effective. This assessment must include disclosure of any material weaknesses in our internal controls over

financial reporting identified by management. Since we are unable to assert that our internal controls are

effective, our investors could lose confidence in the accuracy and completeness of our financial reports,

which in turn could cause our stock price to decline.

WWA Group does not pay dividends.

WWA Group does not pay dividends. We have not paid any dividends since inception and have no intention

of paying any dividends in the foreseeable future. Any future dividends would be at the discretion of our

board of directors and would depend on, among other things, future earnings, our operating and financial

condition, our capital requirements, and general business conditions. Therefore, shareholders should not

expect any type of cash flow from their investment.

WWA Group will require additional capital funding.

WWA Group will require additional funds in the form of additional equity offerings or debt placements, to

maintain operations. Such additional capital may result in dilution to our current shareholders. Further, our

ability to meet short-term and long-term financial commitments will depend on future cash. There can be no

assurance that future income will generate sufficient funds to enable us to meet our financial commitments.

If the market price of our common stock declines as the selling security holders sell their stock, selling

security holders or others may be encouraged to engage in short selling, depressing the market price.

The significant downward pressure on the price of the common stock as the selling security holders sell

material amounts of common stock could encourage short sales by the selling security holders or others.

Short selling is the selling of a security that the seller does not own, or any sale that is completed by the

delivery of a security borrowed by the seller. Short sellers assume that they will be able to buy the stock at

a lower amount than the price at which they sold it short. Significant short selling of a company’s stock

creates an incentive for market participants to reduce the value of that company’s common stock. If a

significant market for short selling our common stock develops, the market price of our common stock

could be significantly depressed.

WWA Group’s common stock is currently deemed to be “penny stock”, which makes it more difficult for

investors to sell their shares.

WWA Group’s common stock is and will be subject to the “penny stock” rules adopted under section 15(g)

of the Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the

NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share or that

have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or

more years). These rules require, among other things, that brokers who trade penny stock to persons other

than “established customers” complete certain documentation, make suitability inquiries of investors and

provide investors with certain information concerning trading in the security, including a risk disclosure

document and quote information under certain circumstances. Many brokers have decided not to trade

penny stocks because of the requirements of the penny stock rules and, as a result, the number of

broker-dealers willing to act as market makers in such securities is limited. If WWA Group remains subject

to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for

WWA Group’s securities. If WWA Group’s securities are subject to the penny stock rules, investors will

find it more difficult to dispose of WWA Group’s securities.

The elimination of monetary liability against our directors, officers and employees under Nevada law

and the existence of indemnification rights for our directors, officers and employees may result in

substantial expenditures by the WWA Group and may discourage lawsuits against our directors, officers

and employees.

Our certificate of incorporation contains a specific provision that eliminates the liability of directors for

monetary damages to WWA Group and its stockholders; further, WWA Group is prepared to give such

indemnification to its directors and officers to the extent provided by Nevada law. WWA Group may also

have contractual indemnification obligations under its employment agreements with its executive officers.

The foregoing indemnification obligations could result in WWA Group incurring substantial expenditures

to cover the cost of settlement or damage awards against directors and officers, which WWA Group may be

unable to recoup. These provisions and resultant costs may also discourage WWA Group from bringing a

lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the

filing of derivative litigation by WWA Group’s stockholders against WWA Group’s directors and officers

even though such actions, if successful, might otherwise benefit WWA Group and its stockholders.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.

PROPERTIES

WWA Group currently maintains limited executive office space at 700 Lavaca Street, Suite 1400, Austin,

Texas 78701 for which it pays rent of $75 a month on a recurring basis

WWA Group does not believe that it will need to maintain a larger office at any time in the foreseeable

future in order to carry out its operations.

ITEM 3.

LEGAL PROCEEDINGS

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.

MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS,

AND ISSUER PURCHASES OF EQUITY SECURITIES

WWA Group’s common stock is quoted on the Over the Counter Bulletin Board, a service maintained by

the Financial Industry Regulatory Authority (FINRA), under the symbol “WWAG”. Trading in the

common stock over-the-counter market has been limited and sporadic and the quotations set forth below are

not necessarily indicative of actual market conditions. These prices reflect inter-dealer prices without retail

mark-up, mark-down, or commission, and may not necessarily reflect actual transactions. The high and low

bid prices for the common stock for each of the quarters listed below are as follows:

Market Prices

Year

Quarter Ended

High

Low

2012

December 31

$ 0.5

$ 0.00

September 30

$ 0.0 < $ 0.00

June 30

$ 0.0

March 31

$ 0.0

2011

December 31

$ 0.02 < $ 0.00

September 30

$ 0.02 < $ 0.00

June 30

$ 0.03

$ 0.01

March 31

$ 0.06

$ 0.03

Capital Stock

The following is a summary of the material terms of WWA Group’s capital stock. This summary is subject

to and qualified by our articles of incorporation and bylaws.

Common Stock

As of December 31, 2012, there were 886 shareholders of record holding a total of 23,841,922 shares of

fully paid and non-assessable common stock of the 50,000,000 shares of common stock, par value $0.001,

authorized. The board of directors believes that the number of beneficial owners is substantially greater

than the number of record holders since shares of our outstanding common stock are held in broker “street

names” for the benefit of individual investors. The holders of the common stock are entitled to one vote for

each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock

have no preemptive rights and no right to convert their common stock into any other securities. There are no

redemption or sinking fund provisions applicable to the common stock.

Warrants

WWA Group has no outstanding warrants to purchase shares of our common stock.

Stock Options

WWA Group has no outstanding stock options to purchase shares of our common stock.

Dividends

WWA Group has not declared any cash dividends since inception and does not anticipate paying any

dividends in the near future. The payment of dividends is within the discretion of the board of directors and

will depend on earnings, capital requirements, financial condition, and other relevant factors. There are no

restrictions that currently limit our ability to pay dividends on WWA Group’s common stock other than

those generally imposed by Nevada law.

Transfer Agent and Registrar

WWA Group’s transfer agent and registrar is Interwest Transfer Company, 1981 E. Murray-Holladay

Road, Holladay, Utah, 84117–5164. Interwest’s phone number is (801) 272-9294.

Purchases of Equity Securities made by the Issuer and Affiliated Purchasers

None.

Recent Sales of Unregistered Securities

None.

ITEM 6.

SELECTED FINANCIAL DATA

Not required.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other

parts of this current report contain forward-looking statements that involve risks and uncertainties.

Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,”

“plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future

performance and our actual results may differ significantly from the results discussed in the

forward-looking statements. Factors that might cause such differences include but are not limited to those

discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future

Results and Financial Condition below. The following discussion should be read in conjunction with our

financial statements and notes thereto included in this current report. Our fiscal year end is December 31.

Discussion and Analysis

Our plan of operation over the next twelve months is to continue the marketing and sale of “Wing Houses”

in North America, the Middle East and parts of South-East Asia as a distributor and become a multi-system

operator on the acquisition of Summit Digital that provides cable television, high speed internet and related

services to rural communities in the United States. We will require a minimum of $500,000 dollars in

additional debt or equity funding in the next twelve months to pursue our business plan, the majority of

which amount will be focused on expanding Summit Digital’s business by acquiring existing operations.

Such financing is not currently committed and there can be no assurance that such financing will be

available within the next twelve months.

Results of Operations

During the year ended December 31, 2012, WWA Group (i) abandoned efforts to commercialize Asset

Forum LLC, (ii) decreased its equity interest in Infrastructure to that of a minority shareholder thereby

reporting its interest on a non-consolidated basis, (iii) continued to lend management assistance on a

temporary basis to World Wide Auctioneers (Dubai); (iv) marketed Wing House units; (v) entered into a

share exchange agreement with Summit Digital; and (vi) satisfied continuous public disclosure

requirements.

The results of operations for the years ended December 31, 2012 and 2011 present WWA Group and (i) its

wholly owned subsidiary, Asset Forum LLC, a company founded by WWA Group in the state of Nevada on

January 7, 2010, and (ii) Infrastructure Development Corp. on a consolidated basis as of December 31,

2011.

Net Income (Loss)

Net income for the twelve month period ended December 31, 2012, was $133,532 as compared to net loss

of $4,499,299 for the twelve month period ended December 31, 2011. The change from net loss to net

income over the comparative twelve month periods is primarily due to a gain on our equity interest in

Infrastructure of $105,168 in the twelve month period ended December 31, 2012 as compared to a loss on

our equity interest in Infrastructure of $2,475,661 in the twelve month period ended December 31, 2011.

Another primary factor in the transition to net income in the twelve month period ended December 31, 2012

was the recognition of the impairment on notes receivable from Infrastructure of $1,711,003 in the twelve

months ended December 31, 2011. Other income of $133,532 in the twelve months ended December 31,

2012 as compared to other expense in the twelve months ended December 31, 2011 also contributed to the

positive change. WWA Group anticipates that it will continue to realize net income as general and

administrative expenses stabilize and expected revenue from the sale of Wing Houses is realized.

Operating Expenses

Operating expenses for the twelve month period ended December 31, 2012 decreased to $88,201 from

$126,816 for the twelve month period ended December 31, 2011. The decrease in expenses over the

comparative periods can be primarily attributed to decreased general, selling and administrative expenses.

The major components of operating expenses are (i) general and administrative expenses, including

professional fees, rent expense, travel and entertainment, representation expense, insurance, bank charges,

and maintenance expenses, (ii) salaries and wages, (iii) selling expenses, and (iv) depreciation and

amortization. WWA Group anticipates that operating expenses will increase during 2013 as greater effort is

made to sell Wing Houses.

Other Income/Expense

Other income for the twelve month period ended December 31, 2012 was $221,733 as compared to other

expense of $4,384,594 for the twelve month period ended December 31, 2011. The transition to other

income from other expense is due to the realization of a gain on equity investment and other income in the

twelve month period ended December 31, 2012 as compared to interest expense, impairment of notes

receivable, loss of equity investment and other expense offset by interest income in the twelve month period

ended December 31, 2011. WWA Group expects to continue to realize other income going forward in

connection with its business activities.

Income Tax Expense (Benefit)

WWA Group has a prospective income tax benefit resulting from a net operating loss carry-forward and

start-up costs that will offset any future operating profit.

Impact of Inflation

WWA Group believes that inflation has had a negligible effect on operations over the past three years.

Liquidity and Capital Resources

WWA Group had a working capital surplus of $866 as of December 31, 2012. At December 31, 2012, we

had current and total assets of $19,100, which consisted of $1,840 in cash, and $17,260 in other current

assets. Our current and total liabilities were $18,234 comprised of accrued expenses. Our total

stockholders’ equity at December 31, 2012 was $866.

Cash flows used in operating activities for the twelve month period ended December 31, 2012, were

$100,995 as compared to cash flows provided by operating activities for the twelve month period ended

December 31, 2011 of $11,274. The transition to cash flows used in operating activities can be primarily

attributed to the change our relationship with Infrastructure from being a consolidated subsidiary to that of

an equity investment and the impairment of notes receivable in the twelve month period ended December

31, 2012. Cash flow used in operating activities in the twelve month period ended December 31, 2012,

includes a number of items that are book expense items which do not affect the total amount relative to

actual cash used including loss on equity investment and difference in retained earnings due to

non-consolidation with Infrastructure. Actual cash items used in operating activities, that are not income

statement related items, such as general and administrative expenses, include pre-paid expenses, accrued

liabilities, accounts payable and other current assets. We expect to continue to use cash flows in operating

activities throughout 2013.

Cash flows provided by investing activities for the twelve month period ended December 31, 2012 were

$285,497 as compared to cash flows used in investing activities for the year ended December 31, 2011 of

$320,938. Cash flow provided by investing activities in the twelve month period ended December 31, 2012

can be primarily attributed to goodwill of $181,250 and the change to a non-controlling interest of

$104,247. We expect to return to using cash flows in investing activities as we expand our business

activities.

Cash flows used in financing activities were $231,672 for the twelve months ended December 31, 2012 as

compared to cash flows provided by financing activities of $354,840 for the twelve month period ended

December 31, 2011. Cash flows used in financing activities in the twelve month period ended December

31, 2012 can be attributed to debt settlement with the issuance of equity investment and debt settlement

with the issuance of common stock offset by payments on short term notes payable. We expect to continue

to use cash flows in financing activities in connection with our business.

Our current assets are insufficient to conduct business over the next twelve (12) months. We will have to

seek at least $50,000 in debt or equity financing over the next twelve months to maintain operations and

expect that additional amount of $500,000 will be required in the event we conclude the acquisition of

Summit. WWA Group has no current commitments or arrangements with respect to, or immediate sources

of this required funding. Further, no assurances can be given that funding is available. Our shareholders are

the most likely source of new funding in the form of loans or equity placements though none have made any

commitment for future investment and we have no agreement formal or otherwise. Our inability to obtain

sufficient funding will have a material adverse affect on our ability to generate revenue and our ability to

continue operations.

WWA Group does not intend to pay cash dividends in the foreseeable future.

WWA Group had no commitments for future capital expenditures that were material at December 31, 2012.

WWA Group has no defined benefit plan or contractual commitment with any of its officers or directors.

WWA Group had no lines of credit or other bank financing arrangements as of December 31, 2012.

WWA Group has no current plans for the purchase or sale of any plant or equipment.

WWA Group has no current plans to make any changes in the number of employees, except in connection

with the anticipated acquisition of Summit.

Off Balance Sheet Arrangements

As of December 31, 2012, WWA Group has no significant off-balance sheet arrangements that have or are

reasonably likely to have a current or future effect on our financial condition, changes in financial

condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources

that is material to stockholders.

Critical Accounting Policies

In Note C to the audited consolidated financial statements for the years ended December 31, 2012 and 2011

attached hereto, we discuss those accounting policies that are considered to be significant in determining

the results of operations and our financial position. We believe that the accounting principles utilized by us

conform to accounting principles generally accepted in the United States of America.

The preparation of financial statements requires management to make significant estimates and judgments

that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these

judgments are subject to an inherent degree of uncertainty. On an on-going basis, we evaluate our estimates,

including those related to bad debts, inventories, intangible assets, warranty obligations, product liability,

revenue, and income taxes. We base our estimates on historical experience and other facts and

circumstances that are believed to be reasonable, and the results form the basis for making judgments about

the carrying value of assets and liabilities. The actual results may differ from these estimates under different

assumptions or conditions.

Forward Looking Statements and Factors That May Affect Future Results and Financial Condition

The statements contained in the section titled Results of Operations and Description of Business, with the

exception of historical facts, are forward looking statements. A safe-harbor provision may not be applicable

to the forward-looking statements made in this current report. Forward-looking statements reflect our

current expectations and beliefs regarding our future results of operations, performance, and achievements.

These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may

or may not materialize. These statements include, but are not limited to, statements concerning:

 our anticipated financial performance;

 the sufficiency of existing capital resources;

 our ability to fund cash requirements for future operations;

 uncertainties related to the growth of our subsidiaries’ businesses and the acceptance of their

products and services;

 the volatility of the stock market; and

 general economic conditions.

We wish to caution readers that our operating results are subject to various risks and uncertainties that could

cause our actual results to differ materially from those discussed or anticipated including the factors set

forth in the section entitled Risk Factors included elsewhere in this report. We also wish to advise readers

not to place any undue reliance on the forward looking statements contained in this report, which reflect our

beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these

forward-looking statements to reflect new events or circumstances or any changes in our beliefs or

expectations, other than is required by law.

Going Concern

WWA Group’s auditors have expressed an opinion as to its ability to continue as a going concern as a result

of recurring losses from operations. WWA Group’s ability to continue as a going concern is subject to its

ability to realize a profit from operations and /or obtain funding from outside sources. Management’s plan

to address WWA Group’s ability to continue as a going concern includes obtaining funding from the private

placement of debt or equity and realizing revenues from its businesses. Management believes that it will be

able to obtain funding to enable WWA Group to continue as a going concern through the methods discussed

above, though there can be no assurances that such methods will prove successful.

Recent Accounting Pronouncements

Please see Note C to our consolidated financial statements for recent accounting pronouncements.

Stock-Based Compensation

We have adopted Accounting Standards Codification Topic (“ASC”) 718, Share-Based Payment, which

addresses the accounting for stock-based payment transactions in which an enterprise receives employee

services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair

value of the enterprise’s equity instruments or that may be settled by the issuance of such equity

instruments.

We account for equity instruments issued in exchange for the receipt of goods or services from other than

employees in accordance with ASC 505. Costs are measured at the estimated fair market value of the

consideration received or the estimated fair value of the equity instruments issued, whichever is more

reliably measurable. The value of equity instruments issued for consideration other than employee services

is determined on the earliest of a performance commitment or completion of performance by the provider of

goods or services.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our audited financial statements for the years ended December 31, 2012 and 2011 are attached hereto as

F-1 through F-17.

WWA GROUP, INC. AND SUBSIDIARIES

Years Ended December 31, 2012 and 2011

Contents

Page

Report of Independent Registered Public Accounting Firm

F-2

Consolidated Balance Sheets

F-3

Consolidated Statements of Income

F-4

Consolidated Statement of Stockholders’ Equity

F-5

Consolidated Statements of Cash Flows

F-6

Notes to Consolidated Financial Statements

F-7

F-1

Pinaki & Associates LLC

Certified Public Accountants

625 Barksdale Rd., Ste# 113

Newark, DE 19711

Phone: 408-896-4405 | [email protected]

To the Board of Directors

WWA Group, Inc.

700 Lavaca Street, Suite 1400, Austin Texas 78701

We have audited the accompanying consolidated balance sheets of WWA Group, Inc. and subsidiaries as of

December 31, 2012 and 2011, and the related consolidated statements of income, stockholders’ equity and

cash flows for the years ended December 31, 2012 and 2011. These consolidated financial statements are

the responsibility of the Company’s management. Our responsibility is to express an opinion on these

consolidated financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board

(United States). Those standards require that we plan and perform the audits to obtain reasonable assurance

about whether the financial statements are free of material misstatement. An audit includes examining, on a

test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also

includes assessing the accounting principles used and significant estimates made by management, as well as

evaluating the overall financial statement presentation. We believe that our audits provide a reasonable

basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material

respects, the financial position of WWA Group, Inc. and subsidiaries as of December 31, 2012 and 2011,

and the related consolidated statements of income, stockholders’ equity and cash flows for the years ended

December 31, 2012 and 2011, in conformity with accounting principles generally accepted in the United

States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a

going concern. As discussed in Note B to the financial statements, the Company has suffered recurring

losses from operations that raises a substantial doubt about its ability to continue as a going concern. The

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Pinaki & Associates, LLC

Pinaki & Associates, LLC

Hayward, CA

March 6, 2013

\\\\

F-2

WWA GROUP, INC.

Consolidated Balance Sheets

December 31,

ASSETS

2012

2011

Current assets:

Cash

1,840 $

49,010

Prepaid expenses

32,406

Other current assets

17,260

14,719

Total current assets

19,100

96,136

Goodwill

181,250

Total Assets

19,100 $

277,386

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payables

27,856

Accrued expenses

18,234

170,563

Short Term Debt - Notes Payable

361,840

Total current liabilities

18,234

560,259

Long-term debt

Total liabilities

18,234 $

560,259

Stockholders' equity:

Common stock, $0.001 par value, 50,000,000 shares

authorized; 23,841,922 and 22,591,922 shares respectively

issued and outstanding

23,842

22,592

Additional paid-in capital

4,472,830

4,449,080

Retained earnings

(4,495,806)

(4,650,299)

Non-controlling interest

(104,247)

Total stockholders' equity:

866

(282,874)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

19,100 $

277,386

The accompanying notes are an integral part of these consolidated financial statements.

F-3

WWA GROUP, INC.

Consolidated Statements of Income

Year ended December 31

2012

2011

Revenues from commissions and services

Revenues from sales of equipment

Total net revenues

Direct costs - commissions and services

Direct costs - sales of equipment

Gross profit

Operating expenses:

General, selling and administrative expenses

88,201

120,408

Salaries and wages

6,408

Total operating expenses

88,201

126,816

Loss from operations

(88,201)

(126,816)

Other income (expense):

Interest expense

(1,644)

Impairment of Notes receivables

(1,711,003)

Loss on Equity investment

105,168

(2,475,661)

Interest income

68,541

Other income (expense)

116,565

(264,827)

Total other income (expense)

221,733

(4,384,594)

Income(Loss) before income taxes

133,532

(4,511,410)

Provision for income taxes

- $

Net Income(Loss) from operations

133,532 $

(4,511,410)

Non Controlling Loss

- $

(12,111)

Income(Loss) for the year

133,532 $

(4,499,299)

Basic earnings per common share

0.01 $

(0.20)

Diluted earnings per common share

0.01 $

(0.20)

Weighted average shares - Basic

23,841,922

22,591,922

Weighted average shares - Diluted

23,302,305

22,591,922

The accompanying notes are an integral part of these consolidated financial statements.

F-4

WWA GROUP, INC.

Consolidated Statements of Stockholders' Equity

Year Ended December 31, 2012

Additional

Common Stock

Paid-in

Retained Non-Controlling

Amount

Capital

Earnings

Interest

Total

Balance December 31, 2010

22,591,922

22,592

4,449,080

(151,000)

4,320,672

Net loss

- (4,499,299)

Non Controlling interest

(104,247)

Balance December 31, 2011

22,591,922

22,592

4,449,080 (4,650,299)

(104,247)

(282,874)

Common Stock issued for Debt

1,250,000

1,250

23,750

25,000

Shares of WWA Group, Inc. in

Infrastructure Development

Corp. net loss from November

21, 2011 to December 31, 2012

unconsolidated in June 2012

20,961

Non controlling interest written

back

104,247

Net Income

133,532

Balance December 31, 2012

23,841,922

23,842

4,472,830 (4,495,805)

866

The accompanying notes are an integral part of these consolidated financial statements.

F-5

WWA GROUP, INC.

Consolidated Statements of Cash Flow

For year ended December 31,

2012

2011

Cash flows from operating activities:

Net income ( loss)

133,532 $

(4,499,299)

Adjustments to reconcile net income to net cash

provided by operating activities

(Gain) loss on equity investment

(105,168)

Difference in retained earnings due to non-consolidation

of Infrastructure Development Corp.

20,961

Changes in operating assets and liabilities:

Decrease (Increase) in:

Prepaid expenses

32,406

(32,406)

Other current assets

(2,541)

250,116

Impairment of notes receivable

1,711,003

Impairment of investment

2,475,661

Increase (decrease) in:

Accounts payable

(27,856)

27,856

Accrued liabilities

(152,329)

78,343

Net cash provided by (used in) operating activities

(100,995)

11,274

Cash flows from investing activities:

Acquisition of business net of cash

(285,497)

(Increase) decrease in note receivable

1,221,000

(Increase) decrease in goodwill

181,250

(Increase) decrease in non-controlling interest

104,247

Purchase of investment through conversion of note

(1,256,441)

Net cash provided by (used in) investing activities

285,497

(320,938)

Cash flows from financing activities:

Payments/Proceeds from short-term notes payable

(361,840)

354,840

Debt settlement by issuance of equity investment

105,168

Debt settlement by issuance of common stock

25,000

Net cash provided by (used in) financing activities

(231,672)

354,840

Net increase (decrease) in cash and cash equivalents

(47,170)

45,176

Cash and cash equivalents at beginning of year

49,010

3,835

Cash and cash equivalents at end of period

1,840 $

49,010

The accompanying notes are an integral part of these consolidated financial statements

F-6

WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE A – ORGANIZATION AND BASIS OF PRESENTATION

WWA Group, Inc., (“WWA Group”) operated through October 31, 2010 in Jebel Ali, Dubai, United Arab

Emirates (U.A.E) under a trade license from the Jebel Ali Free Zone Authority. Operations consisted of

auctioning off used and new heavy construction equipment, transportation equipment and marine

equipment, the majority of which on a consignment basis. During the year ended December 31, 2012,

subsequent to October 31, 2010 WWA Group’s operations primarily consisted of focusing on developing

its subsidiary, and assisting in the growth of its investment entity.

On October 31, 2010, WWA Group sold its 100% interest in its wholly owned subsidiaries, World Wide

and Crown to Seven International Holdings, Ltd. (“Seven”), a Hong Kong based investment company for

an assumption by Seven of all the assets and liabilities of the World Wide subject to certain exceptions. The

disposition did not affect WWA Group’s interest in Asset Forum, LLC., its ownership of proprietary

on-line auction software or its equity interest in Infrastructure Developments Corp. (“Infrastructure”)

On April 14, 2010, Intelspec International, Inc. (“Intelspec”), our former minority owned unconsolidated

subsidiary, concluded an agreement with Infrastructure, a publicly traded company, pursuant to which

Intelspec became a subsidiary of Infrastructure. WWA Group acquired an approximately 22% interest in

Infrastructure as a result of the transaction. In July 2010, WWA Group sold 4,000,000 shares of

Infrastructure at a value of $320,000 reducing WWA Group’s investment to 17.75%. Further on November

21, 2011 WWA Group acquired 165,699,842 shares of common stock of Infrastructure on conversion of

WWA Group’s convertible promissory note. On December 31st, 2011 WWA Group owned 63.38% of

Infrastructure making it a controlling shareholder of Infrastructure causing the Infrastructure financials to

be consolidated with those of WWA Group, Inc. However, as of June 30, 2012 WWA Group's shareholding

in infrastructure has decreased to 29.62% due to certain debt settlement amounting to a disposition of an

aggregate of 67,509,667 IDVC shares. Since WWA Group is no longer a controlling shareholder it no

longer consolidates its accounts with that of Infrastructure.

WWA Group includes the accounts of (i) its wholly owned subsidiary, Asset Forum LLC, a company

founded by WWA Group in the state of Nevada on January 7, 2010.

The consolidated financial statements present the financial position, results of operation, changes in

stockholder’s equity and cash flows of WWA Group and its subsidiaries. All significant inter-company

balances and transactions have been eliminated.

NOTE B – GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis, which

contemplates the realization of assets and liabilities in the normal course of business. Accordingly, they do

not include any adjustments relating to the realization of the carrying value of assets or the amounts and

classification of liabilities that might be necessary should WWA Group be unable to continue as a going

concern. WWA Group has accumulated losses and working capital and cash flows from operations are

negative which raises doubt as to the validity of the going concern assumptions. These financials do not

include any adjustments to the carrying value of the assets and liabilities, the reported revenues and

expenses and balance sheet classifications used that would be necessary if the going concern assumption

were not appropriate; such adjustments could be material.

F-7

WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of WWA Group and its subsidiaries is presented to assist

in understanding WWA Group’s financial statements. The financial statements and notes are

representations of WWA Group’s management who is responsible for the integrity and objectivity of the

financial statements. These accounting policies conform to generally accepted accounting principles and

have been consistently applied in the preparation of the financial statements.

Basis of Presentation

The consolidated financial statements present the financial position, results of operation, changes in

stockholder’s equity and cash flows of WWA Group and its subsidiaries. All significant inter-company

balances and transactions have been eliminated. Investments in entities in which WWA Group can exercise

significant influence, but does not own a majority equity interest or otherwise control, are accounted for

using the equity method and are included as investments in equity interests on the consolidated balance

sheets. Effective July 1, 2009, WWA Group adopted the Accounting Standards Codification (the

“Codification”), as issued by the FASB. The Codification became the single source of authoritative

generally accepted accounting principles (“GAAP”) in the U.S.

Cash and Cash Equivalents

WWA Group considers all highly liquid investments purchased with maturity of three months or less to be

cash equivalents.

As of December 31, 2012 and 2011, there were no cash and cash equivalents held with a bank as

compensating balance against borrowing arrangements.

Concentration of Credit Risk

WWA Group’s financial instruments that are exposed to concentrations of credit risk consist primarily of

cash and cash equivalents, accounts receivable, and investments. WWA Group’s cash and cash equivalents

are maintained with high-quality international banks and financial institutions. WWA Group believes no

significant concentration of credit risk exists with respect to these cash investments.

WWA Group routinely assesses the financial strength of its customers and provides an allowance for

doubtful accounts as necessary. Credit losses have been minimal to date.

Accounts Receivable and Allowance for Doubtful Accounts

WWA Group grants credit terms in the normal course of business to its customers. Accounts receivables are

stated at the amount management expects to collect from outstanding balances after discounts and bad

debts, taking into account credit worthiness of customers and history of collection.

The allowance for doubtful accounts is based on specifically identified amounts that management believes

to be uncollectible. If actual collections experience changes, revisions to the allowance may be required. No

allowance for doubtful accounts is provided as company is collecting amount without default.

F-8

WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Inventory

Inventories consist of equipment to be sold in auctions and otherwise, stated at the lower of cost or market.

The cost is determined by specific identification method. Cost includes purchase price, freight, insurance,

duties and other incidental expenses incurred in bringing inventories to their present location and condition.

WWA Group records a reserve if the fair value of inventory is determined to be less than the cost.

Property and Equipment

Property and equipment are stated at cost less depreciation and provision for impairment where appropriate.

Depreciation expense is computed using the straight-line method over estimated useful lives of three to five

years except for the vessel in which case the estimated useful life is twenty years. Gains and losses on

depreciable assets retired or sold are recognized in the statement of operations in the year of disposal. All

repair and maintenance costs are expensed as incurred.

Impairment of Long-Lived Assets

WWA Group reviews long-lived assets such as property, equipment, investments and definite-lived

intangibles for impairment annually and whenever events or changes in circumstances indicate that the

carrying value of an asset may not be recoverable. As required by Statement FASB Accounting Standard

Codification 360, WWA Group uses an estimate of the future undiscounted net cash flows of the related

asset or group of assets over their remaining economic useful lives in measuring whether the assets are

recoverable. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment

charge is recognized for the amount by which the carrying amount exceeds the estimated fair value of the

asset. Impairment of long-lived assets is assessed at the lowest levels for which there are identifiable cash

flows that are independent of other groups of assets. Assets to be disposed of are reported at the lower of the

carrying amount or fair value, less the estimated costs to sell. In addition, depreciation of the asset ceases.

During the years ended December 31, 2012 and 2011, no significant impairment of long-lived assets was

recorded.

Investment in Equity Interest

WWA Group has approximately 27% and 63% as of December 31, 2012 and December 31, 2011

respectively in a consolidated subsidiary. During the year ended December 31, 2010 the company had

maintained the accounts under the equity method of accounting whereby WWA Group records its

proportionate share of the net income or loss of the equity interest up to June 30, 2010. On November 21,

2011WWA Group converted its Notes Receivable to equity investment and received 165,699,842 shares

and ended up holding 63% shares of Infrastructure. As WWA Group has become a majority share holder as

of November 21, 20111 it has consolidated its financials with those of Infrastructure as of December 31,

2011. and March 31, 2012. As of December 31, 2012 WWA Group no longer consolidates its accounts with

those of Infrastructure due to the decrease in its interest and the full impairment of its remaining equity

investment in infrastructure.

F-9

WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investment in Related Party

WWA Group did not have any investment in related party as of December 31, 2012 and December 31,

2011. Until October 31, 2010 WWA Group accounted for its equity investment in a foreign affiliate using

the fair value measurement principles. WWA Group reviews its investments annually for impairment and

records permanent impairments as a loss on the income statement. For the years ended December 31, 2012

and 2011 the loss on equity investment includes $0 and $2,475,661 respectively of impairment charge.

Revenue Recognition

Revenues from commissions and services consist of revenues earned in WWA Group’s capacity as agent

for consignors of equipment, incidental interest income, internet and proxy purchase fees, and handling fees

on the sale of certain lots. All commission revenue is recognized when the auction sale is complete, the

equipment is delivered to the buyer, and WWA Group has determined that the auction proceeds are

collectible. Revenues from sales of equipment originate from the auctioned sale of equipment inventory

owned by WWA Group. WWA Group recognizes the revenue from such sales when the auction has been

completed, the equipment has been delivered to the purchaser, and collectability is reasonably assured. All

costs of goods sold are accounted for under direct costs.

Revenues from sales of equipment originate from the auctioned and private sale of equipment inventory

owned by the Company. WWA Group recognizes the revenue from such sales when the sale has been

invoiced, the equipment has been delivered to the purchaser, and collectability is reasonably assured. All

costs of goods sold are accounted for under direct costs

Income Taxes

Deferred income taxes are determined based on the differences between the financial reporting and tax

bases of assets and liabilities and are measured using the currently enacted tax rates and laws. WWA Group

records a valuation allowance against particular deferred income tax assets if it is more likely than not that

those assets will not be realized. The provision for income taxes comprises WWA Group’s current tax

liability and change in deferred income tax assets and liabilities.

Significant judgment is required in evaluating WWA Group’s uncertain tax positions and determining its

provision for income taxes. WWA Group establishes reserves for tax-related uncertainties based on

estimates of whether, and the extent to which, additional taxes will be due. These reserves are established

when WWA Group believes that certain positions might be challenged despite its belief that its tax return

positions are in accordance with applicable tax laws. WWA Group adjusts these reserves in light of

changing facts and circumstances, such as the closing of a tax audit, new tax legislation, or the change of an

estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded,

such differences will affect the provision for income taxes in the period in which such determination is

made. The provision for income taxes includes the effect of reserve provisions and changes to reserves that

are considered appropriate, as well as the related net interest and penalties.

F-10

WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Share-Based Compensation

For stock-based awards granted on or after January 1, 2006, WWA Group records stock-based

compensation expense based on the grant date fair value, estimated in accordance with the provisions of

ASC 718 and ASC 505-50.

Under the 2006 Benefit Plan of WWA Group, Inc., WWA Group may issue stock, or grant options to

acquire, up to 2,500,000 shares of WWA Group's common stock to employees or other individuals

including consultants or advisors, who render services to WWA Group or our subsidiaries. As of December

31, 2011 1,250,000 registered securities remained available for issuance or grant under the Plan. On June 6,

2012 WWA Group authorized and approved the issuance of remaining 1,250,000 common shares available

pursuant to the plan valued at $0.02 a share.

Foreign Exchange

WWA Group’s reporting currency is the United States dollar. WWA Group’s functional currency is also

the U.S. Dollar. (“USD”) Transactions denominated in foreign currencies are translated into USD and

recorded at the foreign exchange rate prevailing at the date of the transaction. Monetary assets and

liabilities denominated in foreign currencies, which are stated at historical cost, are translated into USD at

the foreign exchange rates prevailing at the balance sheet date. Realized and unrealized foreign exchange

differences arising on translation are recognized in the income statement.

Fair Value Measurements

Effective July 1, 2008, WWA Group adopted new fair value accounting guidance. The adoption of the

guidance was applied to long-lived assets such as property, equipment, investments and definite-lived

intangibles. The guidance defines fair value as the price that would be received from selling an asset or paid

to transfer a liability in an orderly transaction between market participants at the measurement date. When

determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair

value, WWA Group considers the principal or most advantageous market in which WWA Group would

transact business and considers assumptions that market participants would use when pricing the asset or

liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

The guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable

inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s

categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the

fair value measurement. The guidance establishes three levels of inputs that may be used to measure fair

value:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities;

quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or

model-derived valuations in which all significant inputs are observable or can be derived

principally from or corroborated by observable market data for substantially the full term of the assets or

liabilities.

F-11

WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair Value Measurements - continued

Level 3 — Unobservable inputs to the valuation methodology those are significant to the measurement of

fair value of assets or liabilities.

All of WWA Group’s available-for-sale investments and non-marketable equity securities are subject to a

periodic impairment review. Investments are considered to be impaired when a decline in fair value is

judged to be other-than-temporary. This determination requires significant judgment. For publicly traded

investments, impairment is determined based upon the specific facts and circumstances present at the time,

including a review of the closing price over the previous six months, general market conditions and WWA

Group’s intent and ability to hold the investment for a period of time sufficient to allow for recovery. For

non-marketable equity securities, the impairment analysis requires the identification of events or

circumstances that would likely have a significant adverse effect on the fair value of the investment,

including revenue and earnings trends, overall business prospects and general market conditions in the

investees’ industry or geographic area. Investments identified as having an indicator of impairment are

subject to further analysis to determine if the investment is other-than-temporarily impaired, in which case

the investment is written down to its impaired value.

In determining that a decline in value of one of our investments has occurred during the period ended

December 31, 2012 and is other than temporary, an assessment was made by considering available

evidence, including the general market conditions, WWA Group’s financial condition, near-term prospects,

market comparables and subsequent rounds of financing. The valuation also takes into account

the capital structure, liquidation preferences for its capital and other economic variables. The valuation

methodology for determining the decline in value of non-marketable equity securities is based on inputs

that require management judgment. As a result we impaired investment in Infrastructure $2,475,661 during

the year ended December 31, 2011.

Income per Common Share

The computation of basic earnings per common share is based on the weighted average number of shares

outstanding during each year. The computation of diluted earnings per common share is based on the

weighted average number of shares outstanding during the year, plus the common stock equivalents that

would arise from the exercise of stock options and warrants outstanding, using the treasury stock method

and the average market price per share during the year. As of December 31, 2012 there were no outstanding

common stock equivalents.

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles in

United States of America requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of revenues and expenses during the reporting period. Actual results

could differ from those estimates.

F-12

WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent accounting pronouncements

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of

Comprehensive Income to increase the prominence of items reported in other comprehensive income.

Specifically, the new guidance allows an entity to present components of net income or other

comprehensive income in one continuous statement, referred to as the statement of comprehensive income,

or in two separate, but consecutive statements. The new guidance eliminates the current option to report

other comprehensive income and its components in the consolidated statement of shareholder's equity.

While the new guidance changes the presentation of comprehensive income, there are no changes to the

components that are recognized in net income or other comprehensive income under current accounting

guidance. This new guidance is effective for fiscal years and interim periods beginning after December 15,

2011. We adopted the new guidance and it had no impact on our consolidated financial position, results of

operations or cash flows.

In September 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-08,

Intangibles—Goodwill and Other (Topic 350): Testing Goodwill for Impairment. ASU 2011-08 is intended

to simplify how entities, both public and nonpublic, test goodwill for impairment. ASU 2011-08 permits an

entity to first assess qualitative factors to determine whether it is "more likely than not" that the fair value of

a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform

the two-step goodwill impairment test described in Topic 350, Intangibles-Goodwill and Other. The

more-likely-than-not threshold is defined as having a likelihood of more than 50%. ASU 2011-08 is

effective for annual and interim goodwill impairment tests performed for fiscal years beginning after

December 15, 2011. We adopted the new guidance and it had no impact on our consolidated financial

position, results of operations or cash flows.

In February 2013, the FASB issued authoritative guidance related to reclassifications out of accumulated

OCI. Under the amendments in this update, an entity is required to report, in one place, information about

reclassifications out of accumulated OCI and to report changes in its accumulated OCI balances. For

significant items reclassified out of accumulated OCI to net income in their entirety in the same reporting

period, reporting is required about the effect of the reclassifications on the respective line items in the

statement where net income is presented. For items that are not reclassified to net income in their entirety in

the same reporting period, a cross reference to other disclosures currently required under U.S. GAAP is

required in the notes to the consolidated financial statements. We plan to adopt this guidance in the first

quarter of fiscal year 2013 and do not believe that the adoption of this guidance will have a material impact

on its Consolidated Financial Statements.

F-13

WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE D – INVESTMENTS

Investment in Equity Interest

In December 2006, WWA Group acquired a 32.5% interest in Power Track Projects, FZE (“PTP”) for a

consideration of $1,786,000. PTP is a Dubai, UAE entity which operates a rock crushing and stone quarry

in Ras Al Khaimah, UAE. The ownership interest was increased to approximately 35% in 2007. In October

2008, WWA Group’s shares of PTP were exchanged for shares of Intelspec International, Inc (“Intelspec”).

The exchange resulted in the WWA Group’s ownership of 32% of Intelspec. In December 2009, Intelspec

raised additional equity financing through issuance of stock thus resulting in a reduction of WWA Group’s

ownership interest to 30%. In April 2010 Intelspec was acquired by Infrastructure, setting WWA Group’s

ownership interest in Infrastructure at 22%. In July 2010, WWA Group sold 4 million shares of

Infrastructure at a value of $320,000 reducing WWA Group’s investment to 17.75%.

As of December 31, 2009 WWA Group owned a 30% equity interest in Intelspec International, Inc. WWA

Group accounted for its interest in Intelspec using the equity method of accounting whereby WWA Group

recorded its proportionate share of the net income or loss attributable to the equity interest. In April 2010

Intelspec was acquired by Infrastructure, a publicly traded company, which acquisition reduced WWA

Group's equity interest to 24%. In July 2010, WWA Group sold shares of its common stock in a private

transaction, further reducing WWA Group’s ownership interest to 18%.

On November 21, 2011 WWA Group converted its Notes Receivable to Infrastructure to equity as a result

of which as of December 31, 2011 WWA Group owns approximately 63% of common stock of

Infrastructure. WWA Group recorded a gain of $0 for the year ended December 31, 2011 and $47,353 for

the year ended December 31, 2010. As WWA Group has become majority share holder of Infrastructure as

of November 21, 2011, the financials of Infrastructure as of December 31, 2011 has been consolidated with

WWA Group Inc for reporting purpose.

On June 30, 2012 WWA Group divested itself of 67,509,667 shares of Infrastructure in a series of debt

settlement agreements, which settlements deceased WWA Group's equity interest in Infrastructure to

29.62%.

As of December 31, 2012 WWA Group's equity interest in Infrastructure further decreased to 26.99% due

to issuance of additional shares by Infrastructure.

NOTE E – SHORT TERM BORROWINGS AND LINES OF CREDIT

WWA Group has short term borrowings from unrelated entities. The notes are unsecured, are due upon

demand, and require payment of interest at a monthly rate of 2% to 3%, to be added to the principal loan

amount. The notes payable represents the total borrowings of $ 0 and $361,840 under the note as of

December 31, 2012 and 2011, respectively. The interest expense on these borrowings amounted to $0 in

both the years ended December 31, 2012 and 2011.

F-14

WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE F – STOCK OPTIONS

Under FASB Accounting Standard Codification 718, WWA Group estimates the fair value of each stock

award at the grant date by using the Black-Scholes option pricing model. There were no grants of stock

awards during 2012 and in 2011. WWA Group recorded no expense for 2012 an 2011 for the fair value of

the stock options granted.

The following weighted average assumptions were used for grants made during the year ended December

31, 2008:

Dividend yield of zero percent for all periods; expected volatility of 58.20% and 63.76%; risk-free interest

rates of 2.24% and 3.94% and expected lives of 1.0 and 2.0, respectively.

A summary of the status of WWA Group's stock options as of December 31, 2012 and changes during the

years ended December 31, 2011 and 2010 is presented below:

Weighted

Number of

Average

Options

Exercise

Grant Date

Price

Fair Value

Outstanding December 31, 2007

576,973

$ 1.00

$ 0.23

Granted

100,000

$ 0.36

$ 0.17

Expired

$ 0.00

Exercised

$ 0.00

Outstanding December 31, 2008

676,973

$ 0.36

$ 0.17

Exercisable

676,973

$ 0.36

$ 0.17

Granted

$ 0.00

Exercised

$ 0.00

Expired

(676,973)

$ 0.36

$ 0.17

Outstanding December 31, 2009 &

2010 & 2011 and 2012

$ 0.00

F-15

WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 AND 2011

NOTE G – INCOME TAXES

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