Edgar Filing: WWA GROUP INC

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the

quarterly period ended March 31, 2013.

o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the

transition period from

Commission file number: 000-26927

WWA GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada

77-0443643

(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)

(480) 505-0070

(Registrant’s telephone number, including area code)

n/a

(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or

15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was

required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

Yes þ No o.

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-

accelerated filer, or a smaller reporting company as defined by Rule 12b-2 of the Exchange Act:

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the

Exchange Act): Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest

practicable date. The number of shares outstanding of the issuer’s common stock, $0.001 par value (the

only class of voting stock), at May 15, 2013, was 23,841,922.

TABLE OF CONTENTS

PART 1- FINANCIAL INFORMATION

Item1.

Financial Statements:

Condensed Consolidated Balance Sheets as of March 31, 2013 (Unaudited) and

December 31, 2012 (audited)

Condensed Unaudited Consolidated Statements of Income for the three month

periods ended March 31, 2013 and March 31, 2012

Condensed Unaudited Consolidated Statements of Cash Flows for the three month

periods ended March 31, 2013 and March 31, 2012

Notes to condensed Unaudited Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of

Operations

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Item 4.

Controls and Procedures

PART II-OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Other Information

Exhibits

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

As used herein, the terms “WWA Group”, “we,” “our,” and “us” refer to WWA Group, Inc., a Nevada

corporation, unless otherwise indicated. In the opinion of management, the accompanying unaudited

financial statements included in this Form 10-Q reflect all adjustments (consisting only of normal

recurring accruals) necessary for a fair presentation of the results of operations for the periods presented.

The results of operations for the periods presented are not necessarily indicative of the results to be

expected for the full year.

WWA GROUP, INC.

Consolidated Balance Sheets

March 31,

2013

December 31,

ASSETS

(Unaudited)

2012

Current assets:

Cash

1,185 $

1,840

Prepaid expenses

Other current assets

27,760

17,260

Total current assets

28,945

19,100

Goodwill

Total Assets

28,945 $

19,100

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payables

Accrued expenses

25,436

18,234

Short Term Debt - Notes Payable

Total current liabilities

25,436

18,234

Long-term debt

Total liabilities

25,436

18,234

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

Additional paid-in capital

4,472,830

Retained earnings

(4,493,162)

(4,495,806)

Non-controlling interest

Total stockholders' equity:

3,509

866

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $

28,945 $

19,100

See accompanying condensed notes to consolidated reviewed financial statements.

WWA GROUP, INC.

Consolidated Statements of Income

Three Months ended March 31

2013

2012

(Unaudited)

Project Management income

56,300

Revenues from sales of equipment

Total net revenues

56,300

Direct costs - commissions and services

61,186

Direct costs - sales of equipment

Gross profit (loss)

(4,886)

Operating expenses:

General, selling and administrative expenses

11,460

58,937

Salaries and wages

12,500

Total operating expenses

11,460

71,437

Loss from operations

(11,460)

(76,323)

Other income (expense):

Interest expense

(4,372)

Loss on Equity investment

4,000

Interest income

Other income (expense)

14,105

11,000

Total other income

14,105

10,628

Income(Loss) before income taxes

2,645

(65,695)

Provision for income taxes

- $

Net Income(Loss) from operations

2,645 $

(65,695)

Non Controlling Loss

- $

(23,350)

Income(Loss) for the period

2,645 $

(42,345)

Basic earnings per common share

0.00 $

(0.002)

Diluted earnings per common share

0.00 $

(0.00)

Weighted average shares - Basic

23,841,922

22,591,922

Weighted average shares - Diluted

23,841,922

22,591,922

See accompanying condensed notes to consolidated reviewed financial statements.

WWA GROUP, INC.

Consolidated Statements of Cash Flow

Three Months ended March 31

2013

2012

(Unaudited)

Cash flows from operating activities:

Net income ( loss)

2,645 $

(42,345)

Adjustments to reconcile net income to net cash

provided by operating activities

(Gain) loss on equity investment

Changes in operating assets and liabilities:

Decrease (Increase) in:

Prepaid expenses

8,333

Other current assets

(10,500)

(6,432)

Increase (decrease) in:

Accounts payable

17,404

Accrued liabilities

7,200

(54,644)

Net cash used in operating activities

(655)

(77,684)

Cash flows from investing activities:

Decrease in goodwill

40,189

Purchase of investment through conversion of note

Net cash provided by (used in) investing activities

40,189

Cash flows from financing activities:

Decrease in minority share

(36,035)

Payments/Proceeds short-term debt

52,399

Net cash provided by (used in) financing activities

16,364

Net decrease in cash and cash equivalents

(655)

(21,131)

Cash and cash equivalents at beginning of year

1,840

49,010

Cash and cash equivalents at end of period

1,185 $

27,878

See accompanying condensed notes to consolidated reviewed financial statements.

WWA GROUP, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 2013

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, 2011,

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 31^st, 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 September 30, 2012 WWA

Group’s shareholding in Infrastructure has decreased to 29.62% due to certain debt settlements amounting

to a disposition of an aggregate of 67,509,667 IDVC shares. As of March 31, 2013 WWA Group's equity

interest in Infrastructure further decreased to 24.75% due to issuance of additional shares by

Infrastructure. Since WWA Group is no longer a controlling shareholder , it no longer consolidates its

accounts with that of Infrastructure as of March 31, 2013.

WWA Group includes the accounts of (i) its wholly owned subsidiary, Asset Forum LLC.

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.

WWA GROUP, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 2013

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 March 31, 2013, 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.

WWA GROUP, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 2013

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 three months period ended March 31, 2013, no significant impairment of long-lived assets

was recorded.

Investment in Equity Interest

WWA Group has approximately 24.75% shareholding in its equity investment in Infrastucture as of

March 31, 2013. 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. As of March 31,

2013 WWA group has not consolidated the accounts of Infrastructure due to full impairment of its equity

investment in IDVC.

Investment in Related Party

WWA Group did not have any investment in related party as of March 31, 2013. 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.

WWA GROUP, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 2013

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

WWA GROUP, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 2013

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 authorize and approve the issuance of 1,250,000 common shares

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.

WWA GROUP, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 2013

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

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.

WWA GROUP, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 2013

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 March 31, 2013 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.

Recent accounting pronouncements

In February 2013, the FASB issued guidance on disclosure requirements for items reclassified out of

Accumulated Other Comprehensive Income ("AOCI"). This new guidance requires entities to present

(either on the face of the income statement or in the notes) the effects on the line items of the income

statement for amounts reclassified out of AOCI. The new guidance is effective for us beginning January

1, 2013. We adopted the guidance during the first quarter of 2013 and there was no material impact on

our condensed consolidated financial statements.

In July 2012, the FASB issued amendments to the indefinite-lived intangible asset impairment guidance

which provides an option for companies to use a qualitative approach to test indefinite-lived intangible

assets for impairment if certain conditions are met. The amendments are effective for annual and interim

indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15,

2012. We adopted the amended accounting guidance during the first quarter of 2013 and there was no

material impact on our condensed consolidated financial statements.

WWA GROUP, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 2013

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 22%. 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 57.6% of common stock of

Infrastructure. As WWA Group has become majority shareholder of Infrastructure as of November 21,

2011, the financials of Infrastructure as of March 31, 2012 has been consolidated with WWA Group Inc

for reporting purposes.

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.

As of March 31, 2013 WWA Group's equity interest in Infrastructure further decreased to 24.75%. due to

issuance of additional shares by Infrastructure.

NOTE E – SHORT TERM BORROWINGS AND LINES OF CREDIT

WWA Group has no short term borrowings from unrelated entities as of March 31, 2013.

WWA GROUP, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 2013

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 2011 and in 2010. WWA Group recorded no expense for 2011 an 2010 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,

676,973

$ 0.36

$ 0.17

2008

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 and 2011 and

2012

$ 0.00

NOTE G – RELATED PARTY TRANSACTIONS

As of March 31, 2013 WWA Group has no related party investments.

NOTE H – COMMITMENTS AND CONTINGENCIES

Contingencies

WWA Group may become or is subject to investigations, claims or lawsuits ensuing out of the conduct of

its business. WWA Group is currently not aware of any such items, except those discussed below, which

it believes could have a material effect on its financial position.

WWA GROUP, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 2013

NOTE I- ACQUISITION

WWA Group, Inc. announced on July 19, 2012 that it has agreed to acquire all of the issued and

outstanding shares of Summit Digital, Inc. ("Summit Digital"), a Michigan-based multi-system operator

providing Cable TV, Broadband Internet, voice telephony and related service to a rapidly expanding base

of rural, semirural, and gated communities in the American Midwest.

The transaction provides, that the sole shareholder of Summit Digital will exchange one hundred percent

(100%) of the issued and outstanding shares of Summit Digital for ninety nine million (99,000,000)

shares or eighty percent (80%) of WWA Group and the appointment of two new members to WWA

Group's board of directors.

NOTE J - SUBSEQUENT EVENTS

WWA Group evaluated its March 31, 2013 financial statements for subsequent events through the

date the financial statements were originally issued. Other than the events noted below, WWA Group

is not aware of any subsequent events which require recognition or disclosure in the financial

statements.

On May 10, 2013, WWA Group’s shareholders approved the acquisition of Summit Digital, Inc. as a

wholly owned subsidiary.

ITEM 2.

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 become a multi-system operator with 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.

Summit Digital Business Activities and Strategy

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 opportunities

presented by bundling multiple services such as basic TV, premium TV, pay-per-view, broadband

Internet, and voice telephony. These bundled service packages have become the industry standard in

major urban markets served by major cable providers, but systems in Summit Digital’s 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. Summit Digital 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. Summit Digital intends to support and extend

these packages by offering wireless data and voice service within its system footprint.

Summit Digital believes that other value-added services delivered through cable infrastructure, such as

pay-per-view events, digital video and digital video recording, high-definition TV and interstitial

advertising also 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.

Summit Digital intends to take decisive steps to streamline management, improve efficiency, and reduce

costs in systems it acquires using the following areas of emphasis:

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

 Billing, collection, call center and scheduling services will be centralized, significantly reducing

costs for each system.

 Head end technicians located at corporate headquarters will direct employees and monitor their

performance, standardizing and service practices and quality control.

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

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

audits conducted by our own installers as well as independent contractors.

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

 Structured 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.

Many small to medium sized single-system operators of the type common in rural and semi-rural America

have not been developed to their full capacity, for two primary reasons.

 Many of these systems were overburdened with debt that was incurred on the initial construction

of their cable systems. Overly optimistic projections and unrealistic performance expectations

not backed up by appropriate technology and management expertise, 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.

 The technology that supports the upgraded services that Summit intends to provide has only

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

expensive technology, small individual 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.

Summit Digital believes, 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, Summit Digital believes that many of these systems can be acquired in exchange

for a combination of cash and stock.

Once systems have been acquired, Summit Digital 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 Summit to pay for system upgrades as systems are built out. Summit Digital

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

Summit Digital will add an additional revenue stream to its acquired cable systems through its capacity to

insert local advertising, known as interstitials, to cable TV content. Summit Digital has 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 Summit Digital’s

system, with the network providing cue tones that open time slots for Summit Digital’s advertisers.

Again, this is a revenue opportunity not currently exploited by the cable systems Summit Digital seeks to

acquire, and upgrading systems to accommodate this form of advertising presents a significant

opportunity to generate additional revenue from existing infrastructure.

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

multiple system operator 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. Summit Digital will not surrender

controlling interest in systems it acquires and will not incur long-term debt or sell shares to acquire

systems or upgrade acquired systems. Summit Digital believes that it can substantially increase both our

subscriber base and our revenue per subscriber by following this strategy.

Innovation

Summit Digital actively pursues innovative ways of using existing technology and infrastructure to

provide services and build customer and community relationships outside the traditional residential

service model. Two initiatives in the 1^st half of 2012 illustrate this commitment and the results it can

bring.

 Summit Digital is in the process of installing 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 Digital as well as monitoring by

the State Police. The system is designed to facilitate rapid response in emergencies and to

provide vital evidence and understanding in criminal and other incidents. Summit Digital is

compensated by an installation fee and will receive a long term monthly fee for managing the

system. Similar systems will be offered to other municipalities within Summit Digital’s service

footprint.

 Summit Digital recently installed a web-based system for a major dairy farm, allowing the farm

operators to continuously monitor operations and provide remote control for their robotic milkers.

Agricultural operations in the rural American Midwest are becoming increasingly sophisticated

and there is enormous scope for leveraging Summit Digital’s existing technology and

infrastructure to increase efficiency and create opportunity for Summit Digital and for its clients.

Summit Digital will continue to explore innovative ways to supply needed services to individual,

business, industrial and local government customers, using the full scope of opportunities provided by

available technology.

Wireless Internet

Use of wireless internet services is exploding in the US, driven by rapidly expanding sales of

smartphones, tablets, and other mobile devices. Cisco Systems estimates that mobile traffic will expand

from 0.6 exabytes/month in 2011 to 1.2 exabytes/month in 2012 and will reach 6.3 exabytes/month in

2015. Cable operators across the US have recognized that the cable business and the WiFi business have

close synergies and that WiFi represents a considerable opportunity for cable companies. The synergy is

based on a number of elements:

 As the amount of data transferred over wireless networks expands, the critical need for backhaul

services – the link between 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.

 The ability of cable companies to use existing infrastructure for backhaul also drastically reduces

the expense of acquiring rights of way: Dan Rice, vice president of access network technology for

CableLabs, estimates that as much of 70% of the expense of establishing an outdoor WiFi

infrastructure can be in “civil” costs such as real estate and permitting, expenses that are

substantially lower for companies that already have infrastructure in place. These cost

advantages make it possible for cable companies to compete aggressively on wireless service

pricing while retaining high margins.

 Wireless technology also provides an option that can supersede wired to reach hard-to-wire areas

or as an option to homes in which the installed coaxial cable falls short. These are significant

features in Summit Digital’s target market.

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

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

combining TV, home broadband, voice communications, and wireless access. Carl Weinschenk

of Broadband Technology Report has commented that “WiFi will end up being the technology

that enables the [cable] industry to fill the gaping hole in its arsenal: A comprehensive mobile

voice and data service”.

 Summit Digital intends to pursue opportunities in this promising sector as an integral part of its

expansion plan.

Subscriber Base

Summit Digital currently serves 1,296 subscribers in the States of Oklahoma and Michigan, with an

average monthly billing of approximately $69,000. At the end of the first quarter of 2012, Summit

Digital served 686 subscribers in the States of Oklahoma and Michigan, with monthly billing of

approximately $33,000.

Proposed Expansion

Summit Digital is aggressively pursuing expansion opportunities:

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

Michigan, which is expected to be completed by the end of 2012. Summit Digital will be initially

providing cable TV, broadband Internet, and telephone services passing 550 homes and an

industrial complex containing several industries with substantial potential for expansion.

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

technology. These installations will serve up to 2500 residents within Summit Digital’s current

service footprint.

 Summit Digital is pursuing the proposed acquisition of additional cable systems in the Fort

Wayne, Indiana area from New Wave Communications.

 Summit Digital is negotiating for the purchase of several systems in Michigan from Michigan

Cable Partners Inc.

Summit Digital hopes to complete these negotiations and close the acquisitions by early 2013 though

there is no assurance that all or any of these acquisitions will be completed.

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

conservative estimate of potential, provided that adequate financing can be obtained. Per-subscriber

billing in the systems Summit Digital has targeted, typically based only on cable TV services, is under

$50/month. Summit Digital intends to increase this to a level close to the national average of

$128/month.

Acquisition Criteria

Summit Digital’s acquisition strategy relies on careful assessment of acquisition candidates by a

management team with extensive experience in the cable industry.

 Many of the systems available for acquisition carry significant debt burdens. Summit Digital 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 Summit Digital’s business model, and these offers have so far met a generally

positive reception.

 Summit Digital focuses on areas that offer potential for aggregating multiple systems in

physically adjacent territory, maximizing the potential of existing infrastructure.

 Summit Digital targets area with existing unserved demand for broadband Internet. Typically this

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

potential for immediate increase in subscribers and per-subscriber billing by adding broadband

Internet to the service package and aggressively promoting it.

 Economic viability of acquisition candidates is evaluated by Summit Digital’s management team,

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

negotiate directly with creditors or a bankruptcy court; in others the system is deemed non-viable

and the acquisition is abandoned.

 Markets must be assessed for growth potential. Some rural markets are economically stagnant

with a decreasing population that will not support growth in our industry. Acquisitions in these

areas will not be pursued.

WWA Group’s business development strategy is prone to significant risks and uncertainties which are

having an immediate impact on its efforts to realize net cash flow. Should WWA Group be unable to

generate income or reduce expenses to the point where it can meet operating expenses through debt or

equity financing, which can in no way be assured, WWA Group’s ability to continue its business

operations will remain in jeopardy.

Results of Operations

During the year three month period ended March 31, 2013, WWA Group (i) continued to lend

management assistance on a temporary basis to World Wide Auctioneers (Dubai); (iv) marketed Wing

House units; (v) called a special shareholders meeting to consider the a share exchange agreement with

Summit Digital; and (vi) satisfied continuous public disclosure requirements. Subsequent to period end,

on May 10, 2013, the shareholders of WWA Group approved the acquisition of Summit Digital, Inc. as a

wholly owned subsidiary.

The results of operations for the three months ended March 31, 2013 and 2012 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. (“Infrastructure”) on a

consolidated basis as of March 31, 2012.

Net Income/Loss

Net income for the period ended March 31, 2013 was $2,645 from a net loss of $42,345 for the three

month period ended March 31, 2012. The transition to net income from net loss over the comparative

periods can be attributed to the decrease in general and administrative expenses and the increase in other

income. WWA Group anticipates that it will that it will return to net losses in future periods with the

acquisition of Summit Digital as general and administrative expenses are expected to increase.

Revenue

Revenue for the period ended March 31, 2013 was zero as compared to $56,300 for the period ended

March 31, 2012. The decrease to zero in the current three month period is due to WWA Group’s inability

to sell Wing Houses. However, WWA Group anticipates returning to revenue producing activities in the

second quarter of this year with the acquisition of Summit Digital.

Gross Profit

Gross loss for the period ended March 31, 2013 was zero as compared to $4,886 for the period ended

March 31, 2012. The decrease in gross loss to zero over the comparative periods can be attributed the lack

of sales in the current period. Gross profit is anticipated in future periods with a return to revenue

producing activities.

Operating Expenses

Operating expenses for the period ended March 31, 2013 are $11,460 as against $76,323 for the period

ended March 31, 2012. The decrease in operating expenses over the comparative periods reflects the

transition from consolidation to non-consolidation with the activities of Infrastructure in the current three

month period. WWA Group expects that operating expenses will increase in future periods on

consolidating the activities of Summit Digital.

Other Income/Expenses

Other income for the period ended March 31, 2013 increased to $14,105 as compared to other income of

$10,628 for the period ended March 31, 2012. Other income can be attributed to management income

from World Wide Auctioneers (Dubai) and on account of refund of excess professional and consultation

charges.

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.

Liquidity and Capital Resources

We had a working capital surplus of $3,509 as of March 31, 2013. At March 31, 2013, our current and

total assets were $28,945, which consisted of $1,185 in cash and $27,760 in other current assets. Our

current and total liabilities were $25,436, which consisted of accrued expenses. Our total stockholders’

equity at March 31, 2013 was $3,509.

Cash flow used in operating activities for the period ended March 31, 2013 was $655 as compared to

$77,684 for the period ended March 31, 2012. The change in cash flow used in operating activities

between the periods can be attributed to the transition to net income over the comparative periods, the

increase in accounts payable offset by the decrease in current assets. We expect to continue to use cash

flows in operating activities for the balance of 2013.

Cash flow provided by investing activities for the period ended March 31, 2013 was zero as compared to

$40,189 for the period ended March 31, 2012. Net cash flow provided by investing activities in the prior

three month period is attributed to a decrease in the goodwill associated with Infrastructure. We expect to

use cash flows in investing activities going forward in as we develop additional business opportunities

associated with Summit Digital.

Cash flow provided by financing activities was zero for the period ended March 31, 2013 as compared to

$16,364 of cash flow used in financing activities for the period ended March 31, 2012. Cash flow

provided by financing operations in the prior three month period can be attributed to an increase in a short

term note offset by a decrease in minority share. We expect to generate cash flows from financing

activities in the near term as the fulfillment of Summit Digital’s business plan will require debt or equity

financing.

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 in connection with the acquisition of Summit Digital. 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 March 31, 2013.

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 March 31, 2013.

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.

Off Balance Sheet Arrangements

As of March 31, 2013, 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.

Future Financings

We anticipate continuing to rely on debt or equity sales of our shares of common stock in order to

continue to fund our business operations. There is no assurance that we will achieve any additional sales

of our equity securities or arrange for debt or other financing to fund our plan of operations.

Critical Accounting Policies

In Note B to the audited consolidated financial statements for the years ended December 31, 2012 and

2011 included in WWA Group’s Form 10-K, 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. With respect to revenue recognition, we apply the

following critical accounting policies in the preparation of its financial statements

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 additional business

opportunities. 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 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by

management, with the participation of the chief executive officer and the chief financial officer, of the

effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and

15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)). 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.

Based on that evaluation, WWA Group’s management concluded, as of the end of the period covered by

this report, that WWA Group’s 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.

Changes in Internal Controls over Financial Reporting

During the period ended March 31, 2013, there has been no change in internal control over financial

reporting that has materially affected, or is reasonably likely to materially affect our internal control over

financial reporting.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

None.

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.

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 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS ON SENIOR SECURITIES

None.

ITEM 4.

(REMOVED AND RESERVED)

Removed and reserved.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page

31 of this Form 10-Q, and are incorporated herein by this reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this

report to be signed on its behalf by the undersigned, thereunto duly authorized.

WWA Group, Inc.

Date

/s/ Eric Montandon

May 15, 2013

By: Eric Montandon

Its: Chief Executive Officer

/s/ Digamber Naswa

May 15, 2013

By: Digamber Naswa

Its: Chief Financial Officer and Principal Accounting Officer

INDEX TO EXHIBITS

Exhibit

Description

3.1.1*

Articles of Incorporation of WWA Group (Conceptual Technologies, Inc.) filed with the Nevada Secretary of

State on November 26, 1996 (incorporated herein by reference from the Form SB-2 filed with the Commission on

December 26, 2007).

3.1.2*

Certificate of Amendment of the Articles of Incorporation of WWA Group (Conceptual Technologies, Inc.) filed

with the Nevada Secretary of State on August 29, 1997 (incorporated herein by reference from the Form SB-2

filed with the Commission on December 26, 2007).

3.1.3*

Certificate of Amendment of the Articles of Incorporation of WWA Group (NovaMed Inc.) filed with the Nevada

Secretary of State on May 8, 1998 (incorporated herein by reference from the Form SB-2 filed with the

Commission on December 26, 2007).

3.1.4*

Certificate of Amendment to the Articles of Incorporation of WWA Group filed with the Nevada Secretary of

State on September 25, 2003 (incorporated herein by reference from the Form SB-2 filed with the Commission on

December 26, 2007).

3.2*

Bylaws of WWA Group adopted on November 12, 1996 (incorporated herein by reference from the Form SB-2

filed with the Commission on December 26, 2007).

10.1*

Stock Exchange Agreement between WWA Group and World Wide Auctioneers, Inc. dated August 5, 2003

(incorporated herein by reference from the Form 8-K filed with the Commission on August 25, 2003).

10.2*

Purchase Agreement between World Wide Auctioneers, Ltd., Geoffrey Greenless and Crown Diamond Holdings,

Inc. dated June 30, 2006 (incorporated herein by reference from the Form 8-K filed with the Commission on July

19, 2006).

10.3*

Share Purchase Agreement between World Wide Auctioneers, Ltd. and Steven Edward Rogers dated December

20, 2006 (incorporated herein by reference from the Form 8-K filed with the Commission on February 15, 2007).

10.4*

Share Purchase Agreement by and between WWA Group and Seven International Holdings, Ltd., dated effective

October 31, 2010 (incorporated herein by reference from the Form 8-K filed with the Commission on November

12, 2010).

10.5*

Share Exchange Agreement between Summit Digital Holdings, Inc., Summit Digital, Inc. and WWA Group dated

effective July 12, 2012 (incorporated herein by reference from the Form 8-K filed with the Commission on July

17, 2012).

14*

Code of Ethics adopted March 28, 2004 (incorporated herein by reference from the Form 10-KSB filed with the

Commission on March 30, 2005).

21*

Subsidiaries of WWA Group (incorporated herein by reference from the Form 10-K/A filed with the Commission

on November 14, 2011).

31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934,

as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934,

as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section

906 of the Sarbanes-Oxley Act of 2002.

32.2

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section

906 of the Sarbanes-Oxley Act of 2002.

101. INS

XBRL Instance Document^†

101. PRE

XBRL Taxonomy Extension Presentation Linkbase^†

101. LAB

XBRL Taxonomy Extension Label Linkbase^†

101. DEF

XBRL Taxonomy Extension Label Linkbase^†

101. CAL

XBRL Taxonomy Extension Label Linkbase^†

101. SCH

XBRL Taxonomy Extension Schema^†

Incorporated by reference from previous filings of the Company.

^†

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or

part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, or

deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and

otherwise is not subject to liability under these sections.