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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 14A

PROXY STATEMENT

PURSUANT TO SECTION 14A

of the

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

þ

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only [as permitted by Rule 14a-6(e)(2)]

o

Definitive Proxy Statement

o

Definitive Additional Materials

o

Soliciting Material Pursuant to Section 240.14a-12

WWA GROUP, INC.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

o

No fee required.

þ

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:  Common Stock

2) Aggregate number of securities to which transaction applies:  99,000,000

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule

0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

$0.02 (based upon the average bid and ask on February 6, 2013)

4) Proposed maximum aggregate value of transaction:  $1,980,000

5) Total fee paid: $270.07

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and

identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by

registration statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration No.:

3) Filing Party:

4) Date Filed:




PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION - DATED FEBRUARY 6, 2013

WWA GROUP, INC.

700 Lavaca Street, Suite 1400

Austin, Texas 78701

February [•], 2013

Dear Stockholder:

We cordially invite you to attend a special meeting of the stockholders of WWA Group, Inc. to be held on

[•], 2013 at [•], local time, at [•].

On July 12, 2012, we entered into a share exchange agreement with Summit Digital Holding, Inc. to

acquire Summit Digital, Inc. The purpose of this special meeting is to ask you to consider and vote upon a

proposal to adopt the share exchange agreement, thereby approving the acquisition of Summit Digital, a

proposal to amend our articles of incorporation to increase the number of authorized common stock to

two hundred and fifty million (250,000,000) shares par value $0.001, and a proposal to authorize our

board of directors to adjourn the special meeting in the event they deem such adjournment advisable. If

the acquisition of Summit Digital is approved, we will issue new shares of our common stock in exchange

for the issued and outstanding shares of Summit Digital. Your existing shares will remain unaffected by

the transaction except in respect to the dilutive effect associated with the issuance of new shares.

The approval of a majority of our outstanding common stock is required to adopt the share exchange

agreement and the amendment to our articles of incorporation. The approval of a majority of our common

stock voted at the special meeting is required to adopt the adjournment resolution. Our board of directors,

after considering various factors, unanimously determined that the share exchange agreement, the

amendment to our articles of incorporation and the adjournment proposal were advisable, fair to and in

the best interests of WWA Group and its stockholders. WWA Group’s board of directors unanimously

recommends that you vote “FOR” the adoption of the share exchange agreement, “FOR” the amendment

to our articles of incorporation, and “FOR” the authorization to adjourn the special meeting if advisable.

The accompanying proxy statement provides you with detailed information about the share exchange

agreement, the amendment to our articles of incorporation and the adjournment proposal. A copy of the

share exchange agreement is attached as Annex A to the proxy statement and a draft of the amendment to

our articles of incorporation is attached as Annex B to the proxy statement. We urge you to read the entire

proxy statement carefully.

Your vote is important to us regardless of the number of shares you own. We greatly appreciate your

efforts in voting your shares. The enclosed proxy card contains instructions regarding voting. Whether or

not you plan to attend the special meeting, we request that you authorize your proxy by either completing

and returning the enclosed proxy card or submitting your proxy by telephone or over the Internet.

If you have any questions about the special meeting after reading the proxy statement, please contact Eric

Montandon, WWA Group’s chief executive officer at (480) 505-0070.

On behalf of the board of directors, we thank you for  your support of WWA Group, Inc. and appreciate

your consideration of these matters.

Sincerely,

_______________________

Eric Montandon, Chief Executive Officer and Chairman of the Board of Directors

i




WWA GROUP, INC.

NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON [•], 2013

To the stockholders of WWA Group, Inc.:

Notice is hereby given that a special meeting of the stockholders of WWA Group, Inc., a Nevada

corporation (“WWA Group”), will be held on [•], 2013 at [•] local time (the “Special Meeting”), at [•] for

the following purposes:

(1)

To consider and vote upon a proposal to adopt the share exchange agreement dated July 12, 2012

(the “Agreement”), by and between WWA Group and Summit Digital Holdings, Inc. (“Summit

Holding”) thereby approving the acquisition of Summit Digital, Inc. (“Summit Digital”);

(2)

To consider and vote upon a proposal to amend WWA Group’s articles of incorporation to

increase the number of our authorized common stock from fifty million (50,000,000) common

shares par value $0.001 to two hundred and fifty million (250,000,000) common shares par value

$0.001 (the “Amendment”);

(3)

To consider and vote upon a proposal to authorize our board of directors to adjourn the Special

Meeting (the Adjournment”), if deemed necessary or appropriate in their view to permit the

further solicitation of proxies if there are not sufficient votes at the Special Meeting to approve or

disapprove the Agreement and the Amendment.

Only stockholders of record at the close of business on [•] are entitled to notice of, and to vote at, the

Special Meeting or any adjournments or postponements thereof. A list of our stockholders of record will

be available at our executive offices located at 700 Lavaca Street, Suite 1400, Austin, Texas 78701,

during ordinary business hours for 10 days prior to the Special Meeting. Adoption of the Agreement and

the Amendment proposals require the affirmative vote of a majority of the outstanding shares of our

common stock. Adoption of the Adjournment proposal requires the approval of a majority of the votes

represented in person or by proxy at the Special Meeting and entitled to vote on the meeting adjournment

proposal. The WWA Group board of directors unanimously recommends that you vote “FOR” all of the

proposals details above.

YOUR VOTE IS IMPORTANT. YOU MAY VOTE BY TELEPHONE, VIA THE INTERNET, BY

MAIL OR BY ATTENDING THE SPECIAL MEETING AND VOTING BY BALLOT. ALL AS

DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. THE INTERNET AND

TELEPHONE VOTING PROCEEDURES ARE DESIGNED TO AUTHENTICATE STOCKHOLDERS

BY THE USE OF A CONTROL NUMBER AND TO ALLOW YOU TO CONFIRM THAT YOUR

INSTRUCTIONS HAVE BEEN PROPERLY RECORDED. SHOULD YOU VOTE BY TELEPHONE

OR VIA THE INTERNET YOU DO NOT NEED TO RETURN YOUR PROXY CARD.

Please note that we intend to limit attendance at the Special Meeting to stockholders as of the record date

(or their authorized representatives). Should your shares be held by a broker, bank or other nominee,

please bring to the special meeting your account statement evidencing your beneficial ownership of

WWA Group common stock as of the record date. All stockholders should also bring photo identification.

Should you have any questions concerning the proxy statement of which this notice forms a part, would

like additional copies or need help voting your shares, please contact Eric Montandon at (480) 505-0070.

By Order of the Board of Directors,

Eric Montandon, Chief Executive Officer

ii



Page

INVITATION TO THE SPECIAL MEETING OF STOCKHOLDERS

i

NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS

ii

Table of Contents

iii

PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS

Questions and Answers About the Special Meeting and the Proposals

1

The Special Meeting

5

Summary Term Sheet For Proposal 1

8

Pro Forma Financial Data

12

Risk Factors

14

Cautionary Statement Concerning Forward-Looking Statements

18

Proposal 1 – Approval of the Share Exchange Agreement

19

Further Information Regarding Proposal 1

19

WWA Group, Inc.

23

Summit Digital, Inc.

31

Proposal 2 – Approval of an Amendment to Increase the Number of Authorized

47

Common Stock

Further Information Regarding Proposal 2

48

Proposal 3- Approval of Adjournment of Special Meeting

48

Further Information Regarding Proposal 3

49

Additional General Information

50

Where You Can Find More Information

51

WWA Group, Inc. – unaudited interim periods ended September 30, 2012 and 2011

F-1

WWA Group, Inc. – audited annual periods ended December 31, 2011 and 2010

F-15

Summit Digital, Inc. – unaudited interim periods ended September 30, 2012 and 2011

F-38

Summit Digital, Inc. – audited annual periods ended December 31, 2011 and 2010

F-45

WWA Group, Inc. Pro Forma – unaudited the periods ended September 30, 2012 and the

F-55

year ended December 31, 2011

Annex A - Share Exchange Agreement dated July 12, 2012

Annex B – Amendment to the Articles of Incorporation, as amended dated March___,

2013

iii



WWA GROUP, INC.

PROXY STATEMENT FOR THE SPECIAL MEETING OF

STOCKHOLDERS

INTRODUCTION

This proxy statement is furnished by WWA Group, Inc., in connection with the solicitation of proxies for

use at the Special Meeting of Stockholders (the “Special Meeting”) to be held at [•] a.m., local time, on

[•], at [•]. This proxy statement is first being mailed to stockholders on or about [•].

WWA GROUP, INC.’S BOARD OF DIRECTORS HAS PROPOSED THREE MATTERS TO

THE STOCKHOLDERS AND HAS SOLICITED THE PROXY FORM ATTACHED HERETO.

Unless we indicate otherwise or unless the context requires otherwise, all references in this proxy

statement to “we,” “us,” “our,” or “WWA Group” are to WWA Group, Inc. and our subsidiaries; all

references to “Summit Digital” are to Summit Digital, Inc., a wholly owned subsidiary of Summit

Holdings, Inc. referenced hereto as “Summit Holdings”; and all references to the “Agreement” are to

the share exchange agreement, dated July 12, 2012, that will cause WWA Group to acquire 100% of the

outstanding ownership or right to ownership of Summit Digital in the event our stockholders approve the

proposals offered hereby for consideration while all references to the “Amendment” are to the proposed

amendment to our articles of incorporation to increase the number of our authorized common to two

hundred and fifty million (250,000,000) common shares par value $0.001. All references to the

Adjournment” are to authorizing the WWA Group board of directors to adjourn the Special Meeting to

permit the further solicitation of proxies in the event there are not sufficient votes voted to approve or

disapprove the Agreement and the Amendment.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE ACQUISITION

The following questions and answers are intended to address some commonly asked questions regarding

the Special Meeting and the proposals presented. Note, these questions and answers may not address all

of the questions that may be important to you as a stockholder. Please refer to the more detailed

information contained elsewhere in this proxy statement, the annexes to this proxy statement.

Q: Why am I receiving these materials?

A: You are receiving this proxy statement and the accompanying proxy card because you owned shares of

our common stock at the close of business on [•], the record date for the Special Meeting of stockholders.

Our board of directors is providing these proxy materials to give you information for use in determining

how to vote in connection with the matters to be considered at the Special Meeting.

Q: When and where is the special meeting?

A: The Special Meeting will take place on [], 2013 at [], local time, at [].

Q: What is the proposed transaction?

A: Under the terms of the Agreement, upon completing the transaction contemplated by the Agreement,

Summit Digital will become a wholly owned subsidiary of WWA Group.

1



Q: What matters will be voted on at the Special Meeting?

We will ask you to consider and vote upon (1) a proposal to approve the Agreement that would cause

WWA Group to acquire Summit Digital; (2) a proposal to amend WWA Group’s articles of incorporation

to increase the number of our authorized common stock from fifty million (50,000,000) common shares

par value $0.001 to two hundred and fifty million (250,000,000) common shares par value $0.001; and

(3) a proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to permit

further solicitation of proxies if there are not sufficient votes at the Special Meeting to approve or

disapprove the Agreement and the Amendment.

Q: What vote is required to adopt the Agreement and the Amendment enabling us to complete the

acquisition of Summit Digital?

A: Adoption of the Agreement and the Amendment requires the affirmative vote of a majority of the

outstanding shares of our common stock.

Q: What vote is required for the Special Meeting Adjournment proposal?

A: Approval of the Special Meeting of the Adjournment requires the affirmative vote of a majority of the

votes cast at the Special Meeting by the holders of shares represented in person or by proxy and entitled

to vote on the proposal.

Q: What constitutes a quorum?

A: The presence at the Special Meeting, in person or by proxy, of a majority of the outstanding shares of

common stock entitled to vote at any meeting of WWA Group stockholders shall constitute a quorum for

the transaction of any business at such meeting. When a quorum is present to organize a meeting of

WWA Group stockholders, it is not broken by the subsequent withdrawal of any WWA Group

stockholders. Abstentions and broker non-votes are considered as present for the purpose of determining

the presence of a quorum.

Q: How does the WWA Group board of directors recommend that I vote?

A: Our board of directors, after considering various factors, recommends that our stockholders vote

FOR” the adoption of the Agreement, thereby approving the acquisition of Summit Digital, “FOR” the

adoption of the Amendment, thereby enabling the acquisition of Summit Digital, and “FOR” the adoption

of the Adjournment. You should read “Proposal 1: Approval of the Share Exchange Agreement—Reasons

for Recommending the Agreement Proposal” beginning on page 19 of this proxy statement for a

discussion of the factors that our board of directors considered in deciding to recommend the adoption of

the Agreement.

Q: What is the difference between holding shares as a stockholder of record or as a beneficial

owner?

A: Most of our stockholders hold their shares through a broker, bank or other nominee rather than directly

in their own name. As summarized below, there are some distinctions between shares held of record and

those owned beneficially.

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 Stockholder of Record. If your shares are registered directly in your name with our transfer agent,

Interwest Transfer Company, Inc., you are considered the stockholder of record with respect to

those shares, and these proxy materials are being sent directly to you by us. As the stockholder of

record, you have the right to grant your voting proxy directly to us or to vote at the Special

Meeting. We have enclosed a proxy card for you to use.

 Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other

nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy

materials are being forwarded to you together with a voting instruction card by your broker, bank

or other nominee who is considered the stockholder of record with respect to those shares. As the

beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote

your shares and are also invited to attend the Special Meeting.

Since a beneficial owner is not the stockholder of record, you may not vote these shares at the Special

Meeting, unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares

giving you the right to vote the shares at the Special Meeting. You should allow yourself enough time

prior to the Special Meeting to obtain this proxy from the stockholder of record.

Q: How do I vote my shares of WWA Group common stock?

A: Before you vote, you should determine whether you hold your shares of our common stock directly in

your name as a registered stockholder (which would mean that you are a “stockholder of record”) or

through a broker, bank or other nominee, as this determination will determine the procedure that you must

follow in order to vote. You are a registered holder if you hold your WWA Group common stock as a

stockholder of record in certificate form or if you hold your WWA Group common stock in your name

directly with our transfer agent, Interwest Transfer Company, Inc.

Q: If I hold my shares through a broker, bank or other nominee, will my broker, bank or other

nominee vote my shares for me?

A: As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to

vote your shares. Because a beneficial owner is not the stockholder of record, you may not vote these

shares at the Special Meeting, unless you obtain a “legal proxy” from the broker, bank or other nominee

that holds your shares giving you the right to vote the shares at the Special Meeting. If you hold your

shares in street name through a broker, bank or other nominee and do not return the voting instruction

card, the broker, bank or other nominee cannot vote on the particular matters. Under applicable rules,

brokers, banks and other nominees no longer have the discretion to vote on routine matters. The proposals

in this proxy statement are non-routine matters, and brokers, banks and other nominees cannot vote on

these proposals without your instructions. Therefore, it is important that you cast your vote or instruct

your broker, bank or nominee on how you wish to vote your shares.

Q: What happens if I return my proxy card but I do not indicate how to vote?

A: If you properly return your proxy card, but do not include instructions on how to vote, your shares of

our common stock will be voted “FOR” the adoption of the Agreement, thereby approving the acquisition

of Summit Digital, “FOR” the Amendment to increase our authorized common stock, and “FOR” the

approval of the Adjournment proposal. We do not currently intend to present any other proposals for

consideration at the Special Meeting. If other proposals requiring a vote of stockholders are brought

before the Special Meeting in a proper manner, the persons named in the enclosed proxy card, if properly

authorized, will have discretion to vote the shares they represent in accordance with their best judgment.

3



Q: What happens if I abstain from voting on a proposal?

A: If you abstain from voting, it will have the same effect as a vote “AGAINST” the proposals to approve

the Agreement and the Amendment but will have no effect on the Adjournment proposal.

Q: May I change my vote after I have mailed my signed proxy card or otherwise submitted my

vote?

A: Yes. Even if you sign the proxy card or voting instruction card in the form accompanying this proxy

statement, vote by telephone or vote via the Internet, you retain the power to revoke your proxy or change

your vote. You can revoke your proxy or change your vote at any time before it is exercised by giving

written notice to our Corporate Secretary at WWA Group, Inc., 700 Lavaca Street, Suite 1400, Austin,

Texas 78701, Attn: Corporate Secretary, specifying such revocation. You may also change your vote by

timely delivery of a valid, later-dated proxy or a later-dated vote by telephone or via the Internet, or by

voting at the Special Meeting.

Q: What does it mean if I receive more than one set of materials?

A: This means you own shares of our common stock that are registered under different names. For

example, you may own some shares directly as a stockholder of record and other shares through a broker

or you may own shares through more than one broker. In these situations, you will receive multiple sets

of proxy materials. You must complete, sign, date and return all of the proxy cards or follow the

instructions for any alternative voting procedure on each of the proxy cards that you receive in order to

vote all of the shares you own. Each proxy card you receive comes with its own prepaid return envelope;

if you vote by mail, make sure you return each proxy card in the return envelope that accompanies that

proxy card.

Q: When do you expect the acquisition of Summit Digital to be completed?

A: The parties to the Agreement are working toward completing the acquisition as promptly as possible

and expect to complete the transaction within ten (10) days of stockholder approval.

Q. Does Nevada have dissenters’ rights of appraisal?

A: Stockholders of Nevada domestic corporations that are owners of the acquiring corporation do not

have dissenters’ rights of appraisal under the Nevada Revised Statutes.

Q: Who will count the votes?

A: The votes will be counted by the inspector of election appointed for the Special Meeting.

Q: Where can I find the voting results of the Special Meeting?

A: WWA Group intends to announce preliminary voting results at the Special Meeting and publish final

results in a Current Report on Form 8-K that will be filed with the Securities and Exchange Commission

(“SEC”) following the Special Meeting. All reports WWA Group files with the SEC are publicly

available when filed. See “Where Stockholders Can Find More Information” beginning on page 51 of this

proxy statement.

4



THE SPECIAL MEETING

General

The enclosed proxy is solicited on behalf of our board of directors for use at a Special Meeting of

stockholders to be held on [], 2013, at [], local time, at [], or at any adjournments or postponements of

the Special Meeting, for the purposes set forth in this proxy statement and in the accompanying notice of

Special Meeting. We intend to mail this proxy statement and the accompanying proxy card on or about

[], 2013 to all stockholders entitled to vote at the Special Meeting.

At the Special Meeting, stockholders will be asked to consider and vote upon proposals to:

1.    Adopt the Agreement, which provides for the acquisition of Summit Digital by WWA Group

through the exchange of ninety nine million (99,000,000) common shares of WWA Group for

100% of the ownership of Summit Digital; and

2.    Adopt the Amendment that would permit us to increase the number of authorized common shares

available for issuance from 50,000,000 common shares, par value $0.001 to 250,000,000

common shares, par value $0.001 to facilitate the acquisition of Summit Digital; and

3.    Adopt the Adjournment if necessary or appropriate in the view of the WWA Group board of

directors, to permit further solicitation of proxies if there are not sufficient votes at the time of the

Special Meeting to adopt the Agreement and adopt the Amendment.

Recommendations of Our Board of Directors

The WWA Group board of directors, after considering various factors, determined that the Agreement

and transactions contemplated thereby, including the acquisition of Summit Digital, are advisable, fair to

and in the best interests of WWA Group and its stockholders. Certain factors considered by the WWA

Group board of directors in reaching its decision to approve the Agreement can be found in the section

entitled “Proposal 1: Adoption of the Share Exchange Agreement—Reasons for Recommending the

Agreement Proposal” beginning on page 19 of this proxy statement.

Record Date and Voting Information

Holders of record of our common stock at the close of business on [•], the record date for the Special

Meeting, are entitled to notice of, and to vote at, the Special Meeting and any adjournments or

postponements thereof. At the close of business on the record date, [•] shares of our common stock were

outstanding and entitled to vote. A list of stockholders will be available for review at our executive offices

located at 700 Lavaca Street, Suite 1400, Austin, Texas 78701 during ordinary business hours from [•],

2013 through and including the date of the Special Meeting and will be available for review at the Special

Meeting or any adjournment or postponement thereof. Each holder of record of our common stock on the

record date will be entitled to one vote for each share held as of the record date on each matter submitted

to stockholders for approval at the Special Meeting.

All votes will be tabulated by the inspector of election appointed for the Special Meeting, who will

separately tabulate affirmative and negative votes, abstentions and broker non-votes. Brokers, banks or

other nominees who hold shares in “street name” for clients typically have the authority to vote on

“routine” proposals when they have not received instructions from beneficial owners. Absent specific

instructions from the beneficial owner of the shares, however, brokers, banks or other nominees are not

allowed to exercise their voting discretion with respect to the approval of non-routine matters, such as are

presented here. Proxies submitted without a vote by brokers, banks or other nominees on these matters are

referred to as “broker non-votes” and are discussed in greater detail below.

5



Quorum

The presence at the Special Meeting, in person or by proxy, of the holders of a majority of the outstanding

shares of stock entitled to vote at any meeting of WWA Group stockholders shall constitute a quorum for

the transaction of any business at such meeting. When a quorum is once present to organize a meeting of

WWA Group stockholders, it is not broken by the subsequent withdrawal of any WWA Group

stockholders. Abstentions and broker non-votes are considered as present for the purpose of determining

the presence of a quorum.

Required Vote; Effect of Abstentions and Broker Non-Votes

Adoption of the Agreement and the Amendment requires the affirmative vote of a majority of the

outstanding shares of WWA Group common stock. Approval of the Adjournment requires the affirmative

vote of a majority of the votes cast at the Special Meeting by the holders of shares represented in person

or by proxy and entitled to vote on the proposal.

Abstentions and broker non-votes will be counted as present in determining whether the quorum

requirement is satisfied. A broker non-vote occurs when a bank or broker holding shares of a beneficial

stockholder does not vote on a particular proposal because it has not received instructions from the

beneficial stockholder and the bank or broker does not have discretionary voting power for that particular

item. Since under the Nevada Revised Statutes, the adoption of the Agreement and the Amendment

requires the affirmative vote of a majority of the outstanding shares of WWA Group common stock,

abstentions and broker non-votes will have the same effect as a vote “AGAINST” the adoption of the

Agreement or the adoption of the Amendment. Abstentions and broker non-votes will have no effect on

the Adjournment proposal.

If the Special Meeting is adjourned or postponed for any reason, and the record date remains unchanged,

at any subsequent reconvening of the Special Meeting, all proxies will be voted in the same manner as

they would have been voted at the original convening of the Special Meeting, except for any proxies that

have been revoked or withdrawn.

Voting by Stockholders

After carefully reading and considering the information contained in this proxy statement, each

stockholder of record of our common stock should vote by telephone, via the Internet, by mail or by

attending the Special Meeting and voting by ballot, according to the instructions described below. The

Internet and telephone voting procedures are designed to authenticate stockholders by use of a control

number and to allow you to confirm that your instructions have been properly recorded. If you vote by

telephone or via the Internet, you do not need to return your proxy card.

Voting Methods

Via Internet—Prior to the Special Meeting, the website for Internet voting is [•]. As with

telephone voting, you can confirm that your instructions have been properly recorded. If you vote

via the Internet, you also can request electronic delivery of future proxy materials. If you vote via

the Internet, please note that there may be costs associated with electronic access, such as usage

charges from Internet access providers and telephone companies, for which you will be

responsible.

6



    Via Telephone—You can vote by calling the toll-free telephone number on your proxy card.

Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions

have been properly recorded.

    Via Mail—If you choose to vote by mail, simply mark your proxy card, date and sign it, and

return it in the postage-paid envelope provided. If the envelope is missing, please mail your

completed proxy card to Vote Processing, c/o [•].

    At the Special Meeting—Stockholders of record can vote at the Special Meeting.

If your shares are held in “street name” through a broker, bank or other nominee, you have the right to

direct your broker, bank or other nominee on how to vote your shares. Because a beneficial owner is not

the stockholder of record, you may not vote these shares at the special meeting, unless you obtain a “legal

proxy” from the broker, bank or other nominee that holds your shares giving you the right to vote the

shares at the Special Meeting.

Proxies received at any time before the Special Meeting and not revoked or superseded before being

voted will be voted at the Special Meeting. If the proxy indicates a specification, it will be voted in

accordance with the specification. If no specification is indicated, the proxy will be voted “FOR” the

adoption of the Agreement, “FOR” the approval of the Amendment, and “FOR” the approval of the

Adjournment proposal. A properly executed proxy gives the persons named as proxies on the proxy card

authority to vote in their discretion with respect to any other business that may properly come before the

meeting or any adjournment or postponement of the meeting.

Revocation of Proxies

WWA Group stockholders retain the power to revoke their proxy or change their vote, even if they sign

the proxy card or voting instruction card in the form accompanying this proxy statement, vote by

telephone or vote via the Internet. WWA Group stockholders can revoke their proxy or change their vote

at any time before it is exercised by giving written notice to our Corporate Secretary at WWA Group,

Inc., 700 Lavaca Street, Suite 1400, Austin, Texas 78701, Attn: Corporate Secretary, specifying such

revocation. WWA Group stockholders may also change their vote by timely delivery of a valid, later-

dated proxy or a later-dated vote by telephone or via the Internet, or at the Special Meeting.

Expenses of Proxy Solicitation

This proxy statement is being furnished in connection with the solicitation of proxies by our board of

directors. Expenses incurred in connection with printing and mailing of this proxy statement and in

connection with notices or other filings with any governmental entities under any laws shall be paid for

by WWA Group. Copies of solicitation materials will also be furnished to banks, brokerage houses,

fiduciaries and custodians holding in their respective names shares of our common stock, beneficially

owned by others, to forward to these beneficial owners. We may reimburse persons representing

beneficial owners of our common stock for their costs of forwarding solicitation materials to the

beneficial owners. In addition to the solicitation of proxies by mail, solicitation may be made personally,

by telephone and by fax, and we may pay persons holding shares for others their expenses for sending

proxy materials to their principals. In addition to solicitation by the use of the mails, proxies may be

solicited by our directors, officers and employees in person or by telephone, e-mail or other means of

communication. No additional compensation will be paid to our directors, officers or employees for their

services.

7



Adjournments or Postponement

Although an adjournment of the Special Meeting is not expected to be required, if the Adjournment

proposal is approved, the Special Meeting may be adjourned for the purpose of soliciting additional

proxies to approve or disapprove the proposal to adopt the Agreement and the Amendment. If a quorum

exists, then the chairman or a vote by a majority of the shares casting votes, excluding abstentions, at the

Special Meeting may adjourn the meeting. Alternatively, if no quorum exists, the holders of a majority of

the shares of stock present in person or represented by proxy at the Special Meeting may adjourn the

meeting.

Any adjournment may be made without notice, other than by an announcement made at the Special

Meeting, unless the adjournment is for more than 30 days or a new record date is fixed for the adjourned

meeting. Any adjournment of the Special Meeting for the purpose of soliciting additional proxies will

allow our stockholders who have already sent in their proxies to revoke them at any time prior to their use

at the adjourned Special Meeting.

At any time prior to convening the Special Meeting, our board of directors may postpone the Special

Meeting for any reason without the approval of our stockholders. If postponed, we will provide at least 10

days’ notice of the new meeting date. Although it is not currently expected, our board of directors may

postpone the Special Meeting for the purposes of soliciting additional proxies if it concludes that by the

meeting date it is reasonably likely that we will not have received sufficient proxies to constitute a

quorum or sufficient votes to approve the proposals presented to stockholders. Similar to adjournments,

any postponement of the Special Meeting for the purpose of soliciting additional proxies will allow

stockholders who have already sent in their proxies to revoke them at any time prior to their use. If the

Special Meeting is adjourned or postponed and the record date remains unchanged, unrevoked proxies

will continue to be effective for purposes of voting on the new meeting date.

Attending the Special Meeting

In order to attend the Special Meeting in person, you must be any of the following: a stockholder of

record on the record date, a beneficial owner (and have your account statement evidencing your beneficial

ownership of WWA Group common stock as of the record date), a holder of a valid proxy from a

stockholder of record, or an invited guest of WWA Group. You will be asked to provide photo

identification at the registration desk on the day of the Special Meeting or any adjournment or

postponement of the Special Meeting.

SUMMARY TERM SHEET FOR PROPOSAL 1

This summary highlights selected information from this proxy statement related to the proposed

acquisition of Summit Digital and may not contain all of the information that is important to you. To

understand the transaction fully, and for a more complete description of the terms of the acquisition, you

should carefully read this entire proxy statement, including the Agreement and the annexes attached

hereto. We have included page references in this summary to direct you to the appropriate place in this

proxy statement and the annexes for a more complete description of the topics presented.

CONTACT INFORMATION

WWA Group, Inc.

Summit Digital Holdings, Inc.

Attn: Eric Montandon, Chief Executive Officer

Attn: Tom Nix, President

700 Lavaca Street, Suite 1400

13854 Lakeside Circle, Suite 248

Austin, Texas 78701

Sterling Heights, Michigan 48313

Telephone: (480) 505-0070

Telephone (231) 825-2500

8



Email: eric@wwagroup.com

Email: info@summitdigital.us

BUSINESS CONDUCTED

Proposal 1 asks that our stockholders consider the prospective acquisition of Summit Digital pursuant to

the terms and conditions of the Agreement.

WWA Group, Inc. (page 23)

WWA Group was incorporated in Nevada on November 26, 1996, as “Conceptual Technologies, Inc.” On

April 9, 1998, the company’s name changed to “NovaMed, Inc.” to reflect the acquisition of a medical

device manufacturer and retailer. The medical device business was abandoned in October of 2000. On

August 8, 2003, the company acquired World Wide Auctioneers, Ltd. (“World Wide”) a British Virgin

Island registered company and changed our name to “WWA Group, Inc.” On October 31, 2010, the

Corporation sold World Wide to Seven International Holdings, Ltd. (“Seven”), a Hong Kong based

investment company, for Seven’s assumption of the assets and liabilities of the World Wide subject to

certain exceptions.

WWA Group’s current operations are focused around the marketing and sale of “Wing Houses” in North

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

manufacturer. The units are marketed as mobile offices or living space that fold into a standard container

with all ISO fittings in place for easy transport. Wing Houses can be placed anywhere with a swing lift

and opened into 80 square meters of a living or working environment within four to five hours for a wide

range of applications, including

    Living space

    Office space

    On site showrooms

    Restaurants

    Worker accommodation

    Forward operations base.

WWA Group owns and operates the www.winghouses.com web site with the permission of the

manufacturer from 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. Although WWA Group is yet to conclude a sale of

a Wing House, it has generated over one hundred leads since April and issued several quotations, and it

expects to issue formal invoices and realize sales of the Wing Houses in the near future.

Summit Digital (page 31)

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’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.

9



Proposal 1.  Approval of the Share Exchange Agreement (page 19)

On July 12, 2012 the board of directors of WWA Group approved the execution of the Agreement and

determined that our stockholders should consider whether to approve the acquisition of Summit Digital

subject to the given terms and conditions provided. The consummation of the Agreement would cause

WWA Group to acquire Summit Digital as a wholly owned subsidiary, which subsidiary would continue

to focus on acquiring existing underutilized cable systems in rural, semi-rural and gated community

markets.

The Reasons for Recommending the Agreement (page 19)

WWA Group’s board of directors believes that the growth prospects for Summit Digital within the cable

industry are tremendous when considering the focus on underserved rural communicates and cable

systems. The prospective value attached to the expansion of Summit Digital’s business qualifies the

prospective acquisition of Summit Digital by WWA Group as a suitable business opportunity that might

generate stockholder value through complimenting our existing businesses.

The Share Exchange Agreement (page 20 and Annex A)

Subject to the terms and conditions of the Agreement, WWA Group would acquire 100% of Summit

Digital from Summit Holdings, subject to stockholder approval. The Agreement requires that WWA

Group issue ninety nine million (99,000,000) shares of its common stock to Summit Holdings in

exchange for the acquisition of Summit Digital as a wholly owned subsidiary and the appointment of two

new members to the WWA Group board of directors nominated by Summit Holdings. The Agreement

also requires that on the appointment of two new members to the WWA Group board of directors that one

of the existing members resign from his position as a director of WWA Group.

Closing of the Agreement (page 20)

The closing of the Agreement is expected to take place on or after [•], 2013, at our offices subject to

stockholder approval and the filing of an amendment to the WWA Group articles of incorporation with

the Nevada Secretary of State to increase our authorized share capital.

Conditions Precedent to the Closing of the Agreement (page 20)

The closing of the Agreement depends on the satisfaction or waiver of a number of conditions, including

the following:

    Stockholder approval of the terms and conditions of the Agreement and the Amendment;

    The WWA Group board of directors appointing Tom Nix and Stephen Spencer to the board of

directors of WWA Group at closing;

    The resignation Digamber Naswa as a director of WWA Group at closing;

    Summit Holding’s waiver of all long term debt owed by Summit Digital to Summit Holding as of

June 30, 2012;

    The representations and warranties of WWA Group made in the Agreement must be, in all

material respects, accurate at closing;

    The representations and warranties of Summit Holdings and Summit Digital made in the

Agreement must be, in all material respects, accurate at closing;

    The delivery of a share certificate representing 99,000,000 shares of WWA Group’s common

stock to Summit Holdings; and

10



    The delivery of a share certificate representing one hundred percent (100%) ownership of Summit

Digital to WWA Group.

    An amendment to WWA Groups articles of incorporation filed with the Nevada Secretary of

State to increase the number of authorized common shares to two hundred and fifty million

(250,000,000) par value $0.001.

Representations and Warranties within the Agreement (page 21)

WWA Group, Summit Digital, and Summit Holdings provide a number of representations and warranties

within the Agreement.

Interests of Our Executive Officers and Directors in the Agreement  (page 21)

Our executive officer and directors, as stockholders, have a similar interest to their fellow WWA Group

stockholders in the proposed acquisition of Summit Digital.

Change of Control (page 21)

In the event that our stockholders approve the acquisition of Summit Digital, our current stockholders’

interest in WWA Group would be diluted by the issuance of 99,000,000 shares of our common stock to

Summit Holdings. The resultant dilution of current stockholders interests would constitute a change of

control since WWA Group’s current stockholders would retain approximately 19.4% of the outstanding

common shares while Summit Holding would retain approximately 80.6% of the outstanding shares of

WWA Group. Further, the Agreement stipulates that the closing of the transaction would require the

appointment of two new directors nominated by the management of Summit Holding and the resignation of

one of our directors.

The Consideration Offered To Stockholders (page 22)

There is no consideration to be offered to stockholders in connection with any of the proposals offered for

consideration.

The Vote Required For Approval of the Proposals (page 22)

When a quorum is present, the voting requirement to approve the proposal to acquire Summit Digital and

amend our articles of incorporation to increase our authorized common stock is the affirmative vote of a

simple majority of the shares entitled to vote on the matters that are presented at the Special Meeting. The

voting requirement to pass the adjournment of the Special Meeting proposal requires the approval of a

majority of the votes represented in person or by proxy at the Special Meeting and entitled to vote on the

meeting adjournment proposal.

Material Differences In The Rights Of Security Holders As A Result Of The Acquisition Of Summit

Digital (page 22)

There will be no material differences in the rights of our security holders as a result of the acquisition of

Summit Digital in the event our stockholders approve the transaction.

11



Accounting Treatment For The Agreement (page 22)

The prospective acquisition of Summit Digital on obtaining stockholder approval will be accounted for as

a reverse acquisition or recapitalization by Summit Digital of WWA Group in accordance with U.S.

generally accepted accounting principles.

The Federal Income Tax Consequences Of The Agreement (page 22)

Should WWA Group’s stockholders approve the acquisition of Summit Digital its stockholders would not

recognize a gain or loss as a result of the adoption of the Agreement. The adoption of the Agreement

would also not affect the adjusted bases and holding periods of the shares of our common stock held by

our current stockholders.  Further, WWA Group would not recognize any gain or loss as a result of the

acquisition as the valuation of Summit Digital’s shares would be deemed equivalent to the valuation of

WWA Group’s shares.

Regulatory Approvals (page 22)

No material federal or state regulatory requirements must be complied with or approvals obtained in

connection with the proposed acquisition of Summit Digital.

Reports, Opinions Appraisals (page 22)

We have not obtained any reports, opinions, or appraisals in connection with our intended acquisition of

Summit Digital.

Past Contracts, Transactions or Negotiations (page 22)

There are no past contracts, transactions or negotiations in connection with our acquisition of Summit

Digital other than those had in connection with the execution of the Agreement dated July 12, 2012.

PRO FORMA FINANCIAL DATA

The following is a summary of unaudited, pro forma, consolidated, financial data for the periods ended as

of September 30, 2012 and December 31, 2011 for WWA Group and Summit Digital. This summary of

pro forma financial data is based on pro forma financial data attached hereto. For accounting purposes,

the prospective acquisition is treated as a reverse acquisition. The pro forma balance sheet is presented as

if the acquisition had occurred on September 30, 2012 and the pro forma statement of operations data is

presented as if the acquisition had occurred on December 31, 2011. The pro forma financial data is

presented for informational purposes and is not necessarily indicative of either the future results of

operations or the results of operations that would have occurred if the acquisition had been consummated

on any date. You should read the following pro forma financial data along with other financial

information contained elsewhere in this proxy statement.

12



Summary Unaudited Consolidated Pro Forma Balance Sheets at September 30, 2012

September 30,

2012

Cash

$

16,076

Receivables, net

56,629

Other Current Assets

15,788

Property and Equipment, net

172,268

Total Assets

260,761

Accounts Payable

99,500

Accrued Expenses

6,696

Long Term Debt

167,364

Common Stock

122,842

Additional Paid in Capital

(119,928)

Retained Earnings

(15,713)

Total Liabilities and Shareholder Equity

$

260,761

Summary Unaudited Consolidated Pro Forma Statements of Operations for the

Nine Months Ended September 30, 2012 and the Year Ended December 31, 2011

September 30,

December 31,

2012

2011

Net Revenues

$

340,709      $

434,971

Cost of Goods Sold

176,584

237,387

Gross Income

164.125

197,584

Operating Expenses

268,407

380,956

Loss from Operations

(104,282)

(183,372)

Other income (expense)

Interest expense

(1,644)

Interest income

68,541

Impairment of notes receivable

(1,711,003)

Gain (Loss) on equity investment

105,168

(2,475,661)

Other income

146,538

(256,807)

Total Other income (expense)

251,706

(4,376,547)

Income (Loss) before provision for income tax

147,424

(4,559,946)

Provision for income tax

Loss from continuing operations

147,424

(4,559,946)

Non-controlling loss

(12,111)

Profit/Loss for the year

$

147,424     $

(4,547,835)

13



RISK FACTORS

Risks Relating to WWA Group’s acquisition of Summit Digital

Summit will face competition that may reduce its market share and harm its financial performance.

There is substantial competition in the communications industry.  The traditional dividing lines between

long-distance telephone service, local access telephone service, wireless telephone service, Internet

services and video services are increasingly becoming blurred. Through mergers and various service

integration strategies, major providers are striving to provide integrated communications services

offerings within and across geographic markets. Summit Digital faces increasing video services

competition from DBS providers and expects competition to increase as a result of the rapid development

of new technologies, services and products. Summit Digital cannot predict which of many possible future

technologies, products or services will be important to maintain its competitive position or what

expenditures will be required to develop and provide these technologies, products or services. Summit

Digital’s ability to compete successfully will depend on marketing and on its ability to anticipate and

respond to various competitive factors affecting the industry, including new services that may be

introduced, changes in consumer preferences, economic conditions and pricing strategies by competitors.

To the extent Summit Digital does not keep pace with technological advances or fail to timely respond to

changes in competitive factors in its industry and in its markets, Summit Digital could lose market share

or experience a decline in our revenue and net income. Competitive conditions create a risk of market

share loss and the risk that customers shift to less profitable lower margin services. Competitive pressures

also create challenges for Summit Digital’s ability to grow new businesses or introduce new services

successfully and execute its business plan. Each of Summit Digital’s business segments also face the risk

of potential price cuts by their respective competitors that could materially adversely affect each segments

market share and gross margins.

Summit Digital’s business is subject to extensive governmental legislation and regulation, changes to

which could adversely affect its business, financial position, results of operations or liquidity.

Video Services. The cable television industry is subject to extensive regulation at various levels, and

many aspects of such regulation are currently the subject of judicial proceedings and administrative or

legislative proposals. The law permits certified local franchising authorities to order refunds of rates paid

in the previous 12-month period determined to be in excess of the reasonable rates. It is possible that rate

reductions or refunds of previously collected fees may be required of Summit Digital in the future.

Other existing federal regulations, currently the subject of judicial, legislative, and administrative review,

could change, in varying degrees, the manner in which cable television systems operate. Neither the

outcome of these proceedings nor their impact upon the cable television industry in general, or on Summit

Digital’s activities and prospects in the cable television business in particular, can be predicted at this

time. There can be no assurance that future regulatory actions taken by Congress, the Federal

Communication Commission (FCC) or other federal, state or local government authorities will not have a

material adverse effect on Summit Digital’s business, financial position, results of operations or liquidity.

Proposals may be made before Congress and the FCC to mandate Cable operators provide “open access”

over their Cable systems to Internet service providers. The FCC has of yet declined to impose such

requirements. If the FCC or other authorities mandate additional access to Summit Digital’s cable

systems, it cannot predict the effect that this would have on Summit Digital’s Internet service offerings.

14



Internet Services. Changes in the regulatory environment relating to the Internet access market, including

changes in legislation, FCC regulation, judicial action or local regulation that affect communications costs

or increase competition from the ILEC or other communications services providers, could adversely

affect the prices at which Summit Digital sells Internet services. Legislative or regulatory proposals under

the banner of “net neutrality”, if adopted, could interfere with Summit Digital’s ability to reasonably

manage and invest in its broadband network, and could adversely affect the manner and price of

providing service.

Failure to complete development, testing and deployment of new technology that supports new services

could affect Summit Digital’s ability to compete in the industry.  In addition, the technology Summit

Digital uses may place it at a competitive disadvantage.

Summit Digital develops, tests and deploys various new technologies and support systems intended to

enhance its competitiveness by both supporting new services and features and reducing the costs

associated with providing those services or features.  Successful development and implementation of

technology upgrades depend, in part, on the willingness of third parties to develop new applications in a

timely manner.  Summit Digital may not successfully complete the development and rollout of new

technology and related features or services in a timely manner, and such features or services may not be

widely accepted by its customers or may not be profitable, in which case Summit Digital could not

recover its investment in the technology.  Deployment of technology supporting new service offerings

may also adversely affect the performance or reliability of Summit Digital’s networks with respect to both

new and existing services.  Any resulting customer dissatisfaction could affect Summit Digital’s ability to

retain customers and might have an adverse effect on its financial position, results of operations, or

liquidity.

Unfavorable general economic conditions in the United States could have a material adverse effect on

Summit Digital financial position, results of operations and liquidity.

Unfavorable general economic conditions, including the current recession in the United States and the

recent financial crisis affecting the banking system and financial markets, could negatively affect Summit

Digital’s business.  While it is often difficult for Summit Digital to predict the impact of general

economic conditions on its business, these conditions could adversely affect the affordability of and

consumer demand for some of its products and services and could cause customers to shift to lower priced

products and services or to delay or forgo purchases of Summit Digital’s products and services.  One or

more of these circumstances could cause Summit Digital’s revenue to decline.  Also, Summit Digital’s

customers may not be able to obtain adequate access to credit, which could affect their ability to make

timely payments.  If that were to occur, Summit Digital could be required to increase its allowance for

doubtful accounts, and the number of days outstanding for its accounts receivable could increase.  For

these reasons, among others, if the current economic conditions persist or decline, this could adversely

affect Summit Digital’s financial position, results of operations, or liquidity, as well as its ability to

service debt, pay other obligations and produce shareholder returns.

Summit Digital’s businesses are currently in geographically concentrated areas. Any deterioration in

the economic conditions in these areas could have a material adverse effect on its financial position,

results of operations and liquidity.

Summit Digital offers data and video services to customers in limited geographic areas. Due to this

geographic concentration, Summit Digital’s growth and operations depend upon economic conditions in

these areas. Any deterioration in these conditions could have an adverse impact on the demand for

communication and Cable television services and on Summit Digital’s results of operations and financial

condition.

15



Prolonged service interruptions could affect Summit Digital’s business.

Summit Digital relies heavily on its network equipment, communications providers, data and software to

support all of its functions. Summit Digital relies on its networks and the networks of others for

substantially all of its revenues. Summit Digital is able to deliver services only to the extent that it can

protect its network systems against damage from power or communication failures, computer viruses,

natural disasters, unauthorized access and other disruptions. While Summit Digital endeavors to provide

for failures in the network by providing back-up systems and procedures, it cannot guarantee that these

back-up systems and procedures will operate satisfactorily in an emergency. Should Summit Digital

experience a prolonged failure, it could seriously jeopardize its ability to continue operations. In

particular, should a significant service interruption occur, Summit Digital’s ongoing customers may

choose a different provider, and its reputation may be damaged, reducing attractiveness to new customers.

To the extent that any disruption or security breach results in a loss or damage to Summit Digital’s

customers’ data or applications, or inappropriate disclosure of confidential information, it may incur

liability and suffer from adverse publicity. In addition, Summit Digital may incur additional costs to

remedy the damage caused by these disruptions or security breaches.

Summit Digital may not be able to successfully complete integration of the businesses it intends to

acquire.

Summit Digital’s business model relies heavily on the acquisition of existing Cable networks serving

rural, semi rural, and gated communities.  Summit Digital can offer no assurance that it will find suitable

candidates for acquisition or that these candidates will accept proposed terms of acquisition, or that

Summit Digital will be able to successfully integrate new acquisitions into its business. The diversion of

management’s attention and any delays or difficulties encountered in connection with the integration of

the acquired companies’ operations may have an adverse effect on Summit Digital’s business, financial

condition, or results of operations.  Summit Digital may also incur additional and unforeseen expenses in

connection with the integration efforts.  There can be no assurance that the expense savings and synergies

that Summit Digital anticipates from acquisitions will be realized fully or will be realized within the

expected timeframe.

Summit Digital depends on a limited number of third-party vendors to supply communications

equipment. If Summit Digital does not obtain the necessary communications equipment, it will not be

able to meet the needs of its customers.

Summit Digital depends on a limited number of third-party vendors to supply Cable, Internet, and other

equipment. If Summit Digital providers of this equipment are unable to timely supply the equipment

necessary to meet its needs or provide them at an acceptable cost, it may not be able to satisfy demand for

its services and competitors may fulfill this demand.  Summit Digital’s vendors may not succeed in

developing sufficient market penetration to sustain continuing production and may fail. Vendor

bankruptcy (or acquisition without continuing product support by the acquiring company) may require

Summit Digital to replace technology before its otherwise useful end of life due to lack of on-going

vendor support and product development.

16



Summit Digital will require a significant amount of cash to complete its planned cable system

expansion, complete acquisitions and to meet other obligations.

Summit Digital’s ability to generate cash depends on many factors beyond its control. If Summit Digital

is unable to meet its future capital needs it may be necessary for it to curtail, delay or abandon business

growth plans. If Summit Digital incurs significant additional indebtedness to fund its plans, it could cause

a decline in Summit Digital’s credit rating and could increase its borrowing costs or limit its ability to

raise additional capital. Summit Digital will continue to require a significant amount of cash for our

planned wireless network expansion, to satisfy its debt service requirements and to meet other

obligations.  To meet Summit Digital’s capital needs it may incur additional debt in the future.  Summit

Digital’s ability to make payments on and to refinance its debt and to fund planned capital expenditures

and acquisitions will depend on its ability to generate cash and to arrange additional financing in the

future. These abilities are subject to, among other factors, Summit Digital’s credit rating, its financial

performance, general economic conditions, prevailing market conditions, the state of competition in its

market, the outcome of certain legislative and regulatory issues and other factors that may be beyond its

control. Summit Digital’s ability to obtain suitable financing when needed has become more difficult due

to the downturn in economic conditions and its failure to obtain suitable financing could, among other

things, result in its inability to continue to expand its business and meet competitive challenges.  If

Summit Digital incurs significant additional indebtedness, or if it does not continue to generate sufficient

cash from its operations, Summit Digital’s credit rating could be adversely affected, which would likely

increase its future borrowing costs and could affect its ability to access capital.

The acquisition of Summit Digital will result in dilution to our current stockholders’ voting power and

ownership percentages.

The issuance of shares of our capital stock for the purpose of consummating the acquisition of Summit

would dilute the voting power and ownership percentage of our existing stockholders. The Agreement

would require us to issue a total of 99,000,000 shares of our common stock at closing, resulting in a

dilution of approximately 80% to our current stockholders.

Summit Digital’s limited operating history; anticipated losses; uncertainly of future results.

Since Summit Digital has only recently commenced business operations there is limited information on

which to adequately evaluate its business and future prospects. Therefore, Summit Digital’ future

prospects should be considered with a view to the risks encountered by a company in an early stage of

development, particularly in light of the uncertainties relating to customer acceptance of those services

offered. Summit Digital will continue to incur costs to develop its services, to establish marketing

relationships, and to build its administrative organization. We can offer no certainty that Summit Digital

will be profitable on a quarterly or annual basis. In addition, as Summit Digital expands its business

network and marketing operations it will likely need to increase its operating expenses to broaden

customer support capabilities and increase administrative resources. To the extent that such increased

expenses are not supported by commensurate revenues, Summit Digital’s business, results of operations

and financial condition would be adversely affected.

17



Summit Digital has a historical record of losses which may continue.

Summit Digital reported operating losses for the fiscal year ended December 31, 2011 of $48,537 and

operating income for the nine months ended September 30, 2012 of $17,834. Despite the recent transition

to income the historical record indicates that Summit Digital has not realized sufficient revenue from its

efforts to provide us with any certainty that net revenue is forthcoming or that net revenue will be

sufficient to support operations. Should Summit Digital return to incurring losses it would be unable to

meet its working capital requirements which inability would stifle operations.

Need for additional financing.

Summit Digital has had limited revenue from operations and is not able to meet operating costs. As such,

WWA Group would need to raise capital within the next twelve months to implement Summit Digital’s

plan of operation. However, there can be no assurance that WWA Group would be able to raise the

required capital or that any capital raised would be obtained on favourable terms. Failure to obtain

adequate capital would significantly curtail our business.

Dependence on key personnel.

Summit Digital’s performance and operating results are substantially dependent on the continued service

and performance of its managers, officers, and directors. Summit Digital intends to hire additional

managerial personnel as they move forward with their business model. Competition for such personnel is

intense, and there can be no assurance that Summit Digital can retain its key management employees, or

that it will be able to attract or retain highly qualified technical personnel in the future. The loss of the

services of key managerial and engineering personnel or the inability to attract and retain the necessary

management personnel could have a material adverse effect upon its business.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Statements contained in this proxy statement, with the exception of historical facts, are forward-looking

statements. 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;

      uncertainties related to the business of Summit Digital;

      our ability to generate sufficient revenue to maintain operations on the acquisition of Summit

Digital;

      our ability to raise additional capital to fund operations and the expansion plans of Summit Digital;

      the volatility of the stock market; and

      general economic conditions.

In some cases, you can identify forward-looking statements by terminology such as “may”, “should”,

“intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue”

or the negative of these terms or other comparable terminology. These statements are only predictions and

involve known and unknown risks, uncertainties and other factors. We wish to advise readers not to place

any undue reliance on the forward-looking statements contained in this proxy statement, which reflect our

beliefs and expectations only as of the date of this proxy statement. 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 that is required by law.

18



PROPOSAL 1

APPROVAL OF THE SHARE EXCHANGE AGREEMENT

Proposal 1 concerns WWA Group’s proposed acquisition of Summit Digital.

On July 12, 2012, our board of directors approved the execution of the Agreement with Summit Holding,

Inc, subject to stockholder approval, that would cause us to acquire Summit Digital as a wholly owned

subsidiary. We believe that the acquisition of Summit Digital will bring value to our stockholders.

If this proposal is approved by our stockholders at the Special Meeting, WWA Group will close the

Agreement with Summit Digital by issuing 99,000,000 shares of common stock, par value $0.001, to

Summit Holding, in exchange for 100% of the shares of Summit Digital.

Required Vote

Approval of this proposal requires the affirmative vote of a majority of the outstanding shares of our

common stock entitled to vote at the Special Meeting, assuming a quorum is present. Approval of the

Agreement also requires the approval of the other two proposals presented to our stockholders for

consideration. Broker non-votes are counted solely for the purpose of determining a quorum. Abstentions

will have the same effect as a vote against this proposal.

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVING

THE SHARE EXCHANGE AGREEMENT.

FURTHER INFORMATION REGARDING PROPOSAL 1

REASONS FOR RECOMMENDING THE SHARE EXCHANGE AGREEMENT PROPOSAL

On July 12, 2012, our board of directors executed a written resolution authorizing and recommending that

WWA Group’s stockholders approve the acquisition of Summit Digital subject to the given terms and

conditions of the Agreement.

Since disposing of its equipment auction business in 2010 WWA Group has sought to add to its

remaining businesses. Management of WWA Group determined that Summit Digital would be a suitable

addition to its overall business after considering a variety of factors, including the following:

    WWA Group’s growth strategy is based on the acquisition of existing businesses to supplement

current operations.  Management of WWA Group determined that Summit Digital would be a

suitable addition to its overall business;

    information with respect to WWA Group’s financial condition, results of operations, business,

and competitive position, on both an historical and prospective basis, as well as current industry,

economic and market conditions and trends;

    information with respect to Summit Digital’s financial condition, results of operations, business,

and competitive position, on both an historical and prospective basis, as well as current industry,

economic and market conditions and trends;

    the risks and uncertainties associated with maintain WWA Group’s current operations without

existing revenue streams;

19



    the general risks of market conditions that affect the price of WWA Group’s stock (including but

not limited to, factors and events impacting the regulatory environment, general business and

economic conditions); and

    the fact that the Agreement and Amendment are subject to stockholder approval;

After considering the foregoing factors, the WWA Group board of directors concluded that the potentially

positive factors related to the Agreement substantially outweighed the potentially negative factors.

The foregoing discussion of the information and factors considered by WWA Group’s board of directors

is not exhaustive but intended to reflect the material factors weighed in its consideration of the

prospective acquisition of Summit Digital and is forward-looking in nature. The information should be

read in light of the factors described under the section “Cautionary Statement Concerning Forward-

Looking Statements” found on page 18 of this proxy statement.

We have issued no securities in connection with the intended acquisition of Summit Digital. Should our

stockholders approve Proposals 1 and 2 presented in this proxy statement, the consummation of the

acquisition of Summit Digital would result in an immediate dilution of approximately 80.6% to our

existing stockholders.

Closing of the Agreement

In the event that the acquisition of Summit Digital is approved by our stockholders, the closing of the

Agreement will take place as soon as is practicable at the offices of WWA Group, following the Special

Meeting. Stockholder approval would cause us to file the Amendment with the Nevada Secretary of State

to increase the number of authorized common shares available for issuance. The increase in authorized

shares must be filed with the Nevada Secretary of State prior to closing the Agreement as WWA Group

does not currently have sufficient common shares to complete the transaction. We expect the filing with

the Nevada Secretary of State to take no more than ten days subsequent to stockholder approval.

Accordingly, we expect that the Agreement will be closed at our offices on or about [•], 2013.

Conditions Precedent to Closing the Agreement

The closing of the Agreement depends on the satisfaction or waiver of a number of conditions, including

the following:

    stockholders of WWA Group approving that Agreement and the Amendment;

    WWA Group appointing Tom Nix and Stephen Spencer to the board of directors at closing;

    the resignation of Digamber Naswa from the board of directors;

    the waiver of all long term debt owed by Summit Digital to Summit Holdings as of June 30,

2102;

    the representations and warranties of WWA Group made in the Agreement must be, in all

material respects, accurate at closing;

    the representations and warranties of Summit Holdings and Summit Digital made in the

Agreement must be, in all material respects, accurate at closing;

    the compliance of WWA Group, in all material respects, with the conditions required by the

Agreement;

    the compliance of Summit Holdings and Summit Digital, in all material respects, with the

conditions required by the Agreement;

    the absence of governmental restraint or litigation which challenges the validity of the

Agreement;

20



    the delivery of a share certificate representing 99,000,000 shares of WWA Group’s common

stock to Summit Holdings;

    the delivery of a share certificate representing 100 shares or 100% of the outstanding ownership

of Summit Digital’s common stock to WWA Group; and

    An amendment to WWA Groups articles of incorporation filed with the Nevada Secretary of

State to increase the number of authorized common shares to two hundred and fifty million

(250,000,000) par value $0.001.

Representations and Warranties within the Agreement

WWA Group, Summit Holdings and Summit Digital represent and warrant a number of conditions within

the Agreement, including the following:

  all of the parties have the requisite authority to execute the Agreement;

  no parties have any legal conflicts;

  Summit Digital is in compliance with its state filings and licenses;

  WWA Group is in compliance with its filings with the Securities and Exchange Commission; and

  WWA Group and Summit Digital will go about their business in an ordinary fashion until the

anticipated closing of the Agreement.

Interests of Our Executive Officer and Directors in the Agreement

Our executive officers and directors, as stockholders of WWA Group, have similar interests to their

fellow stockholders in connection with the prospective acquisition of Summit Digital.

Change of Control

In the event the stockholders of WWA Group approve the Agreement and the Amendment, at the closing of

the acquisition of Summit Digital, WWA Group will issue 99,000,000 shares of its common stock to

Summit Holding and appoint Tom Nix and Stephen Spencer to its board of directors. On the appointment

of Tom Nix and Stephen Spencer, Digamber Naswa will resign. The dilution to our current stockholders

due to the issuance of the new shares and the addition of new directors to replace current directors will

constitute a change of control.

Our current stockholders will retain approximately 19.4% of the issued and outstanding common shares

after the issuance. Summit Holdings will acquire approximately 80.6% of WWA Group’s issued and

outstanding common shares after the issuance.

WWA Group anticipates that an annual meeting of its stockholders will be held next  year, at which

meeting stockholders will be afforded the opportunity to elect a slate of directors.

The Consideration Offered to Stockholders

There is no consideration being offered to our stockholders in connection with the proposals presented

herein for stockholder approval.

21



The Vote Required for Approval of the Proposals

When a quorum is present, the voting requirement to approve the proposal to acquire Summit Digital and

amend our articles of incorporation to increase our authorized common stock is the affirmative vote of a

simple majority of the shares entitled to vote on the matters that are presented at the Special Meeting. The

voting requirement to pass the adjournment of the Special Meeting proposal requires the approval of a

majority of the votes represented in person or by proxy at the Special Meeting and entitled to vote on the

meeting adjournment proposal. The record date for purposes of determining the stockholders entitled to

vote is [•], 2013. As of the record date, we have 23,841,922 shares of common stock issued and

outstanding that is entitled to vote on whether or not to approve the proposals, with each share of common

stock entitled to one vote.

The directors and executive officers of WWA Group, encourage our stockholders to vote “For” approval

all of the proposals presented for consideration in this proxy statement.

Material Differences in the Rights of Security Holders as a Result of Approving the Proposals

There would be no material differences in the rights of security holders as a result of approving the

proposals presented for consideration in this proxy statement.

Accounting Treatment of the Agreements

Since the stockholders of Summit Digital would become the majority stockholders of WWA Group as a

result of the acquisition, Summit Digital is considered the acquirer for accounting purposes, so this

transaction would be accounted for as a reverse acquisition or recapitalization of Summit Digital in

accordance with U.S. generally accepted accounting principles.

The Federal Income Tax Consequences of the Agreements

Our stockholders would not recognize a gain or loss as a result of closing the Agreement as each would

hold the same number of shares of our common stock after the exchange as they held before the

exchange.  The acquisition would not affect the adjusted bases and holding periods of the shares of our

common stock held by WWA Group’s current stockholders.  In addition, WWA Group would not

recognize any gain or loss as a result of the acquisition as the valuation of Summit Digital’s shares would

be deemed equivalent to the valuation of the WWA Group’s shares. Nevertheless, you should consult

your tax advisor for a complete analysis of the U.S. federal, state, local and/or foreign tax consequences

of the acquisition of Summit Digital to you.

REGULATORY APPROVALS

No material federal or state regulatory requirements must be complied with or approvals obtained in

connection with the proposed acquisition of Summit Digital.

REPORTS, OPINIONS, APPRAISALS

We have not obtained any reports, opinions, or appraisals in connection with our proposed acquisition of

Summit Digital.

PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS

There are no past contracts, transactions or negotiations in connection with our proposed acquisition of

Summit Digital other than the Agreement executed by the respective parties on July 12, 2012.

22



WWA GROUP, INC.

DESCRIPTION OF BUSINESS

Corporate History

WWA Group was incorporated in Nevada on November 26, 1996, as “Conceptual Technologies, Inc.” On

April 9, 1998, WWA Group’s name changed to “NovaMed, Inc.” to reflect the acquisition of a medical

device manufacturer and retailer. The medical device business was abandoned in October of 2000. On

August 8, 2003, WWA Group acquired World Wide Auctioneers, Ltd. (“World Wide”) a British Virgin

Island registered company and changed our name to “WWA Group, Inc.” On October 31, 2010, WWA

Group sold World Wide to Seven International Holdings, Ltd. (“Seven”), a Hong Kong based investment

company, for Seven’s assumption of 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”).

Our consolidation with Infrastructure in November of 2011, on converting debt to equity did not live up

to expectations that the synergies present in the respective companies would generate the activity

necessary to move forward. On June 30, 2012, WWA Group decreased its equity position in

Infrastructure to that of a minority shareholder through a series of debt settlements intended to relieve the

WWA Group of outstanding debt obligations. The divestiture of Infrastructure shares caused us to

abandon any consolidation of our accounts with those of Infrastructure as of June 30, 2012.

We have since discontinued efforts to commercialize the operations of Asset Forum, LLC due to the

highly competitive nature of online auction platforms and the limited capital we have available to

compete in this space.

Operations

WWA Group’s current operations are focused around the marketing and sale of “Wing Houses” in North

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

Renhe Group. The units are marketed as mobile offices or living space that fold into a standard container

with all ISO fittings in place for easy transport. Wing Houses can be placed anywhere with a swing lift

and opened into 80 square meters of a living or working environment within four to five hours for a wide

range of applications, including

    Living space

    Office space

    On site showrooms

    Restaurants

    Worker accommodation

    Forward operations base.

We own and operate the www.winghouses.com web site with the permission of the manufacturer from

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. Although WWA Group is yet to conclude a sale of a Wing House it

has generated over one hundred leads since April and issued several quotations.  We expect to issue

formal invoices and realize sales of the Wing Houses in the near future.

23



Employees

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

officers and directors, manage WWA Group.  We have expected each of these individuals to provide

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

necessary.

DESCRIPTION OF PROPERTY

We maintain and executive office at 700 Lavaca Street, Suite 1400, Austin, Texas 78701for which we pay

rent of $75 a month on a recurring basis.  WWA Group does not believe that it will need additional office

space at any time in the foreseeable future in order to carry out its business as described herein.

LEGAL PROCEEDINGS

WWA Group is currently not a party to any legal proceedings.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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 in the over-the-counter market has been limited and sporadic and the quotations set forth

below are not necessarily indicative of actual market conditions.  Further, these prices reflect inter-dealer

prices without retail mark-up, mark-down, or commission, and may not necessarily reflect actual

transactions. The following table sets forth for the periods indicated the high and low bid prices for the

common stock as reported each quarterly period within the last two fiscal years.

Market Prices

Year

Quarter Ended

High

Low

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

2010

December 31

$  0.07

$  0.03

September 30

$  0.08

$  0.02

June 30

$  0.15

$  0.05

March 31

$  0.10

$  0.05

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, as amended and bylaws.

24



Common Stock

As of [•], 2013 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 because a portion of our outstanding common stock is 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 shares 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.

25



MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

This “Management’s Discussion and Analysis of Financial Condition” and other parts of this disclosure

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. Information presented herein is based on the financial statements for the three and nine month

periods ended September 30, 2012 and the annual periods ended December 31, 2011 and December 31,

2010. 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. The acquisition of Summit Digital remains

subject to stockholder approval.

Results of Operations

During the nine month period ended September 30, 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) increased marketing efforts of

Wing House units; (v) entered into a share exchange agreement with Summit Digital; and (vi) satisfied

continuous public disclosure requirements.

During the year ended December 31, 2011, WWA Group (i) maintained Asset Forum, (ii) acquired a

consolidated majority interest in Infrastructure, (iii) concluded the Office of Foreign Asset Control

(OFAC) matter, and (iii) satisfied continuous public disclosure requirements. The results of operations for

the years ended December 31, 2011 and 2010 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, (ii)

Infrastructure Development Corp. on a consolidated basis, and (iii) World Wide and its operating

subsidiaries as discontinued operations which disclosure does not include details of revenue, gross profits,

or operating expenses related to World Wide or its operating subsidiaries.

26



Net Income (Loss)

Net income for the three month period ended September 30, 2012 was $773 as compared to a net income

of $23,407 for the three month period ended September 30, 2011. Net income for the nine month period

ended September 30, 2012 was $135,579 as compared to a net loss of $2,087,132 for the nine month

period ended September 30, 2011. The transition to net income in the current three and nine month

comparative periods can be attributed to gains on equity investment and other income. 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.

Net loss for the year ended December 31, 2011, increased to $4,499,299 from $1,660,570 for the year

ended December 31, 2010, an increase of 171%. The increase in net loss over the comparative periods is

primarily due to impairment of its notes receivables and the conversion of the Corporation’s investment in

Infrastructure into equity.  The equity in Infrastructure was valued at year end 2011 at the lower of cost or

market, and as such, the losses incurred by Infrastructure resulted in a book value of the equity much

lower than the amount of debt converted.

Operating Expenses

Operating expenses for the three month period ended September 30, 2012 are $9,228 as compared to

operating expenses of $4,833 for the three month period ended September 30, 2011. Operating expenses

for the nine month period ended September 30, 2012 were $76,153 as compared to $19,517 for the nine

month period ended September 30, 2011. The increase in operating expenses over the comparative three

and nine month periods can be attributed to the professional expenses, director’s fees and expenses

associated with marketing the Wing Houses. WWA Group anticipates that operating expenses will

increase during 2013 as greater effort is made to sell Wing Houses on a global basis.

Operating expenses for the year ended December 31, 2011 decreased to $126,816 from $207,638 for the

year ended December 31, 2010. The decrease in expenses over the comparative periods can be primarily

attributed to management’s imposition of operating efficiencies. 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.

Depreciation and amortization expenses for the three and nine month periods ended September 30, 2012

and September 30, 2011 were $0. Depreciation and amortization expenses are expected to be realized as

the result of the consolidation with Summit Digital.

Depreciation and amortization expenses for the year ended December 31, 2011 was $0 as compared to

$18,827 for the year ended December 31, 2010.

Other Income/Expenses

Other income for the three month period ended September 30, 2012 was $10,000 as compared to other

income of $28,239 for the three month period ended September 30, 2011. Other income for the nine

month period ended September 30, 2012 was $211,733 as compared to other expense of $2,067,615 for

the nine month period ended September 30, 2011. Other income in the current three and nine month

periods can be attributed to gains on equity investment, reversal of liabilities and management fees.

27



Other expenses for the year ended December 31, 2011 increased to $4,384,594 from $270,929 for the

year ended December 31, 2010, due to an impairment of notes receivables and impairment of investments

in Infrastructure due to acquisition of 63.38% share holding in Infrastructure.

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

We had a working capital surplus of $2,913 as of September 30, 2012. At September 30, 2012, our

current assets were $9,610, which consisted of $2,350 in cash and $7,260 in other current assets. Our total

assets were $9,610. Our current and total liabilities were $6,697, which amount consisted of accrued

expenses. Our total stockholders’ equity at September 30, 2012 was $2,913.

We had a working capital deficit of $282,873 as of December 31, 2011 as compared to a working capital

surplus of $3,101,453 as of December 31, 2010.  At December 31, 2011, our current assets were $96,136,

which consisted of $49,010 in cash, $32,406 in prepaid expenses and $14,719 in other current assets. Our

total assets were $277,386 which included current assets and goodwill of $181,250. Our current and total

liabilities were $560,259. Our total stockholders’ deficit at December 31, 2011 was $282,874.

Cash flow used in operating activities for the nine month period ended September 30, 2012 was $100,485

as compared to $38,269 for the nine month period ended September 30, 2011. The change in cash flow

used in operating activities between the periods can be attributed to net income, the gain on equity

investments, prepaid expenses, and other current assets offset by accounts payable and accrued liabilities.

We expect to continue to use cash flows in operating activities for the balance of 2012.

Cash flows provided by operating activities for the year ended December 31, 2011, were $11,274 as

compared to cash flows used in operating activities for the year ended December 31, 2010 of $4,709,314.

The change to cash flow provided by operating activities in the year ended December 31, 2011 can be

attributed primarily to the impairment of notes receivable and investment, other current assets, accounts

payable and accrued liabilities offset by net loss.

Cash flow provided by investing activities for the nine month period ended September 30, 2012 was

$285,497 as compared to $33,000 for the nine month period ended September 30, 2011. Net cash flow

provided by investing activities in the current nine month period is attributed to a decrease in the goodwill

associated with Infrastructure and a decrease in a non-controlling interest. We expect to use cash flows in

investing activities going forward as we intend to expand our business.

Cash flows used in investing activities for the year ended December 31, 2011 were $320,938 as compared

to cash flows provided by investing activities for the year ended December 31, 2010 were $5,391,385.

Cash flow used in investing activities in the year ended December 31, 2011 can be primarily attributed to

$1,256,443 being the amount of the purchase of investment through the conversion of the Infrastructure

note and $285,497 being the amount of the acquisition of business net of cash.

28



Cash flow used in financing activities was $231,672 for the nine month period ended September 30, 2012

as compared to cash flow provided by financing activities of $2,144 for the nine month period ended

September 30, 2011. Cash flow used in financing operations in the current nine month period can be

attributed to payments against short term notes payable offset by debt settlement through the divestiture

of equity investment and debt settlement through the issuance of common stock. We expect to generate

cash flows from financing activities in the near term to maintain operations.

Cash flows provided by financing activities were $354,840 for the year ended December 31, 2011 as

compared to cash flows used in financing activities of $720,388 for the year ended December 31, 2010.

The transition to cash flows provided by financing activities in the current period relates to $354,840

being the amount of the increase in notes payables.

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

cannot determine at this time what added amount might 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 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 September 30,

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 September 30, 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 September 30, 2011, the Corporation 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 B to the audited consolidated financial statements for the years ended December 31, 2011 and

2010 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.

29



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 Discussion and Analysis, with the

exception of historical facts, are forward looking statements. A safe-harbor provision is not applicable to

the forward-looking statements made. 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. We also wish to advise readers not to place any undue

reliance on the forward looking statements contained herein, which reflect our beliefs and expectations

only as of the date of this report. We assume no obligation to update these forward-looking statements to

reflect new events 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.

30



SUMMIT DIGITAL, INC.

DESCRIPTION OF BUSINESS

Corporate History

Summit Digital was originally incorporated in the State of Nevada on April 21, 2009.  On June 7, 2011,

Summit Digital changed its corporate domicile from Nevada to Wyoming.  Summit Digital is a Michigan-

based Multi-System Operator (MSO) providing cable TV, broadband Internet, voice telephony and

related services.

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 is 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.

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    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 1st half of 2012 illustrate this commitment and the results it can

bring.

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    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.

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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.

Importance of Public Status

Summit Digital’s status as a subsidiary of a publicly traded company is a critical part of this expansion

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

and are in a position to appreciate the advantages of Summit Digital’s business model.  They are typically

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

value as Summit Digital acquires, upgrades, and integrates additional systems.

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.

34



    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.

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

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

urban and suburban markets.

The rural, semi rural, and gated 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 passive management 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.

Many major MSOs show monthly billings of over $100/customer. Research firm SNL Kagan reports that

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

services boosting billing.  The National Cable & Telecommunications Association estimated that in June

2010 U.S. cable providers were serving 61.1 million basic video customers and 43.2 million high-speed

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

Internet from their cable provider.

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

even in networks that have made broadband Internet available.  Summit Digital believes that with

effective marketing and introduction of competitive broadband services the percentage of TV customers

subscribing to broadband can be brought up to national averages, offering a significant growth

opportunity.

Summit Digital is aggressively pursuing acquisitions and other arrangements that will add to its

subscriber base. The systems targeted for acquisition by Summit Digital serve rural, semi-rural, and gated

communities, and their per-customer billings generally lag well behind these national averages.  Single-

system operators surveyed by Summit Digital as acquisition candidates typically have monthly billings

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

Digital believes 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.

35



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

between rural and urban broadband adoption is summarized in a comprehensive study released in 2010,

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

by the Census Bureau, titled Digital Nation: 21st Century America's Progress Toward Universal

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

between urban and rural areas. The gap has declined since 2007 but still exists. In 2009, 65.9 percent of

urban households and 54.1 percent of rural households accessed broadband service. In contrast, 8.9

percent of rural households and only 3.7 percent of urban households used dial-up. In 2007, 53.8 percent

of households in urban areas and 38.8 percent of households in rural America were broadband users.

Again, rural homes relied more heavily on dial-up (19.3 percent) than urban did (8.5 percent) that year.

Broadband use at home also varies by regions, with the West (68.0 percent of households) and Northeast

(67.0 percent) leading, followed by the Midwest (62.2 percent), and the South (60.0 percent) in 2009.”

The substantial lag in broadband adoption in rural markets, and the significant overhang of rural dial-up

connections, represents a significant opportunity that Summit Digital’s business plan is designed to

capture.  The disparity is particularly evident in the Midwest, which represents a major business focus for

Summit Digital.  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.

The Obama administration has prioritized the extension 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 Summit Digital’s business plan, and Summit Digital is reviewing opportunities to take

advantage of this support.

Nationwide, the long struggle for broadband dominance between Telco-provided Digital Subscriber Lines

(DSL) and Cable is conclusively resolving in favor of cable.  The Leichtman Research Group states that

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

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

additions in 2011.  Credit Suisse analyst Stefan Anninger predicts that by 2015 cable companies will

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

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

have over traditional telecommunications providers —which still rely largely on aging digital subscriber

line (DSL) technology — is significant enough to raise questions about whether the high-speed Internet

market will devolve from a telecom- and cable-dominated duopoly to a cable monopoly.”

These trends, which Summit Digital expects to continue, suggest that while rural America may lag

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

of saturation provides abundant room for growth.  Cable is likely to be the preferred delivery mechanism,

as it is elsewhere, particularly since a large percentage of homes already have Cable infrastructure

installed.  Summit Digital believes that aggressive marketing of improved broadband services can drive

substantial increases in revenue per subscriber with relatively low incremental costs.  A report released on

July 10, 2010 by Infonetics Research, titled Residential Voice, Video, and Internet Services in North

America concludes “Broadband access is the true growth engine for residential services, with annual

revenue for North American service providers expected to grow at a 13% compound annual growth rate

(CAGR) from 2009 to 2014”.  Management concurs with this assessment, and believes that the gap

between rural and urban broadband adoption creates a significant opportunity for rapid expansion in

broadband revenue.

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Management

Summit Digital’s experienced management team is a core asset and the key to implementing its business

strategy.

Thomas Nix, CEO and Director

Mr. Nix has been involved in the cable television industry since 1984.  Tom 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 Mr. Nix sold a number of his Texas and Michigan cable systems to Comcast.  He

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.

Stephen Spencer, CFO and Director

Mr. Spencer has been involved with venture capital and start-up companies for 20 years.  Stephen has

worked with companies in both the U.S. and abroad.  While serving 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.  He has been involved with public and private offerings

including private placements and registrations.  He has worked as an officer for and consultant to U.S.

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.

Roger Pace, VP and Chief Technology Officer

Roger Pace has worked within the cable television and telephone industries for the past 25 years.  He has

served as a director and vice president of engineering for Datavison, and as system designer for Value

Added Communications.    He has designed and created programs for meter reading over the cable, fully

addressable monitored security via cable, ad insertion technology and his own custom-designed TV

channel guide, cable TV head ends and distribution networks for private and franchised systems.  Mr.

Pace has extensive experience with assisting field technicians in isolating, diagnosing, and correcting

complex field problems.  Mr. Pace will play a key role in all software and hardware decisions, and his

expertise as well as his relationships with many leaders in the technical end of our industry will play a

vital role in Summit Digital’s growth as a company.

Patty Coleman, General Manager of Operations

Mrs. Coleman has worked in all phases of the cable television and Internet industry, and currently serves

as general manager of operations at Summit Holdings.  She is responsible for the management of the daily

operations, coordinating the customer service department, including the call center, and interfacing

directly with the accounts receivable and payables department.  Her expertise in communication and

organizational skills as well as her previous work experience in our industry will be a vital support to the

rapid growth of Summit Digital.

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Jay DeBoer, Chief Engineer

Jay DeBoer has been a network engineer for 10 years and has been administering wireless systems for 8

years.  He has experience with a wide range of networking systems and technologies, and with CATV

head-ends and Coax and fiber-optic distribution.  He is responsible for the installation and operation of

the Internet and Cable television distribution and client connections.  Jay is closely associated with other

industry engineers, contractors and suppliers, which will be of substantial value as we grow our company.

He will play a vital role in helping guide Summit Digital’s cost-effective adoption of increasingly

sophisticated technologies.

Competition

Summit Digital operates in a highly competitive industry. The traditional dividing lines between

providers offering long-distance, local and wireless telephone services, Internet services and video

services are increasingly becoming blurred. Through mergers and various service integration and product

bundling strategies, providers, including us, are striving to provide integrated communications service

offerings within and across geographic markets. The converging communications industry is competing

to deliver service bundles that include voice, broadband Internet access, and video content.

Summit Digital’s acquisition strategy is focused on markets that have to date been overlooked by the

well-funded major MSOs such as Comcast and Time Warner, allowing Summit Digital to avoid head-to-

head competition with major competitors in the cable industry.  There is, however, no assurance that these

large companies will not move into the rural and semi-rural market at some point in the future, and

Summit Digital still faces direct competition from non-cable entities providing overlapping service

packages.

Cable television systems face competition from alternative methods of receiving and distributing

television signals, including DBS and digital video over telephone lines, broadband IP-based services,

wireless and SMATV systems, and from other sources of news, information and entertainment such as

Internet services, off-air television broadcast programming, newspapers, movie theaters, live sporting

events, interactive computer services, and home video products, including video disks. Summit Digital’s

cable television systems also face competition from potential overbuilds of our existing cable systems by

other Cable television operators and municipally-owned cable systems, and alternative methods of

receiving and distributing television signals. The extent to which Summit Digital’s cable television

systems are competitive depends, in part, upon its ability to provide quality programming and other

services at competitive prices.

The Internet industry is highly competitive, rapidly evolving and subject to constant technological

change. Competition is based upon price and pricing plans, service bundles, the types of services offered,

the technologies used, customer service, billing services, perceived quality, reliability and availability.

Summit Digital’s Internet operations in any given region will compete with a variety of other Internet

service providers, some of which will have substantially greater financial, technical and marketing

resources than it does.

38



Government Regulation

Summit Digital’s business is subject to substantial government regulation and oversight. The following

summary of regulatory issues does not purport to describe all existing and proposed federal, state, and

local laws and regulations, or judicial and regulatory proceedings that affect our businesses. Existing laws

and regulations are reviewed frequently by legislative bodies, regulatory agencies, and the courts and are

subject to change. For example, critics continue to ask Congress to modify, if not altogether rework, the

1996 Telecom Act. Any change in the Act that loosened regulatory oversight of ILECs’ control of

bottleneck facilities could have an adverse impact on our businesses. Summit Digital cannot predict at this

time the outcome of the debate over the 1996 Telecom Act or any other existing or proposed laws and

regulations.

Since cable communications systems use local streets and rights-of-way, they generally are operated

pursuant to franchises (which can take the form of certificates, permits or licenses) granted by a

municipality or other state or local government entity. We believe that we have generally met the terms of

our franchises, which do not require periodic renewal, and have provided quality levels of service. On

December 20, 2006, the FCC adopted rules to ensure a reasonable franchising process for new video

market entrants; these rules have not had a material effect on our operations, but they may have such an

effect in the future. Military franchise requirements also affect our ability to provide video services to

military bases.

The 1992 Cable Act contains broadcast signal carriage requirements that allow local commercial

television broadcast stations to elect once every three years to require a cable system to carry the station,

subject to certain exceptions, or to negotiate for “retransmission consent” to carry the station.

The FCC has adopted rules to require cable operators to carry the digital programming streams of

broadcast television stations. The FCC has declined to require any cable operator to carry multiple digital

programming streams from a single broadcast television station, but should the FCC change this policy,

we would be required to devote additional cable capacity to carrying broadcast television programming

streams, a step that could require the removal of other programming services.

Cable System Delivery of Internet Service.   The FCC has defined high-speed Internet over cable as an

“information service” not subject to local cable-franchise fees, as cable service may be, or any explicit

requirements for “open access.” The Supreme Court affirmed the FCC’s position in a decision issued in

2005.

Although there is at present no significant federal regulation of cable system delivery of Internet services,

this situation may change as cable systems expand their broadband delivery of Internet services.

Proposals have been advanced at the FCC and Congress to require cable operators to provide access to

unaffiliated Internet service providers and online service providers and to govern the terms under which

content providers and applications are delivered by all broadband network operators. If such requirements

were imposed on cable operators, it could burden the capacity of cable systems and frustrate Summit

Digital plans for providing expanded Internet access services. These access obligations could adversely

affect Summit Digital’s financial position, results of operations or liquidity.

39



Segregated Security for Set-top Devices.   The FCC mandated, effective July 1, 2007, that all new set-top

video navigation devices must segregate the security function from the navigation function. The new

devices are more expensive than existing equipment, and compliance may increase Summit Digital’s cost

of providing cable services. A waiver has been granted to one small cable system conditioned upon,

among other things, its commitment to fully digitize analog signals throughout its cable network. The

FCC has also indicated that enforcement of the separate security requirement may be deferred with

respect to small cable operators that meet certain criteria and are unable to receive compliant set-top

devices in a timely manner from manufacturers. Subject to a waiver granted by the FCC on May 4, 2007,

Summit Digital may continue providing low-cost integrated set-top boxes to consumers to facilitate its

transition to all-digital cable systems, which has been completed.

Pole Attachments.   The Communications Act requires the FCC to regulate the rates, terms and

conditions imposed by public utilities for cable systems’ use of utility pole and conduit space unless state

authorities can demonstrate that they adequately regulate pole attachment rates. In the absence of state

regulation, the FCC administers pole attachment rates on a formula basis. This formula governs the

maximum rate certain utilities may charge for attachments to their poles and conduit by companies

providing communications services, including cable operators. The RCA has largely retained the existing

pole attachment formula that has been in state regulation since 1987. This formula could be subject to

further revisions upon petition to the RCA and the FCC has initiated a rulemaking to consider application

of the federal formula. Summit Digital cannot predict at this time the outcome of any such proceedings.

Copyright.   Cable television systems are subject to federal copyright licensing covering carriage of

television and radio broadcast signals. In exchange for filing certain reports and contributing a percentage

of their revenues to a federal copyright royalty pool that varies depending on the size of the system, the

number of distant broadcast television signals carried, and the location of the cable system, cable

operators can obtain blanket permission to retransmit copyrighted material included in broadcast signals.

The possible modification or elimination of this compulsory copyright license is the subject of continuing

legislative review.  Summit Digital cannot predict the outcome of this legislative review, which could

adversely affect its ability to obtain, desired broadcast programming. Copyright clearances for non-

broadcast programming services are arranged through private negotiations.

Regulation of Internet-Based Services and Products.

General.   There is no one entity or organization that governs the Internet. Each facilities-based network

provider that is interconnected with the global Internet controls operational aspects of their own network.

Certain functions, such as IP addressing, domain name routing, and the definition of the TCP/IP protocol,

are coordinated by an array of quasi-governmental, intergovernmental, and non-governmental bodies. The

legal authority of these bodies is not precisely defined.

The 1996 Telecom Act provides little direct guidance as to whether the FCC has authority to regulate

Internet-based services. Given the absence of clear statutory guidance, the FCC must determine on a case-

by-case basis whether it has the authority or the obligation to exercise regulatory jurisdiction over specific

Internet-based activities.

Although the FCC does not regulate the prices charged by ISPs or Internet backbone providers, the vast

majority of users connect to the Internet over facilities of existing communications carriers. Those

communications carriers are subject to varying levels of regulation at both the federal and the state level.

Thus, non-Internet-specific regulatory decisions exercise a significant influence over the economics of the

Internet market.

40



Many aspects of the coordination and regulation of Internet activities and the underlying networks over

which those activities are conducted are evolving. Internet-specific and non-Internet-specific changes in

the regulatory environment, including changes that affect communications costs or increase competition

from ILECs or other communications services providers, could adversely affect the prices at which

Summit Digital sells Internet-based services.

State and Local Regulation.   While the Communications Act generally preempts state and local

governments from regulating the entry of, or the rates charged by, wireless carriers, it also permits a state

to petition the FCC to allow it to impose commercial mobile radio service rate regulation when market

conditions fail to adequately protect customers and such service is a replacement for a substantial portion

of the telephone wire line exchange service within a state. No state currently has such a petition on file,

and all prior efforts have been rejected. In addition, the Communications Act does not expressly preempt

the states from regulating the “terms and conditions” of wireless service.

Several states have invoked this “terms and conditions” authority to impose or propose various consumer

protection regulations on the wireless industry. State attorneys general have also become more active in

enforcing state consumer protection laws against sales practices and services of wireless carriers. States

also may impose their own universal service support requirements on wireless and other communications

carriers, similar to the contribution requirements that have been established by the FCC.

States have become more active in attempting to impose new taxes and fees on wireless carriers, such as

gross receipts taxes. Where successful, these taxes and fees are generally passed through to Summit

Digital’s customers and result in higher costs to its customers.

At the local level, wireless facilities typically are subject to zoning and land use regulation. Neither local

nor state governments may categorically prohibit the construction of wireless facilities in any community

or take actions, such as indefinite moratoria, which have the effect of prohibiting construction.

Nonetheless, securing state and local government approvals for new tower sites has been and is likely to

continue to be difficult, lengthy and costly.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements and Labor Contracts

Summit Digital currently operates under and holds no patents, trademarks, licenses, franchises,

concessions, royalty agreement or labor contracts.

Employees

Summit Digital currently has 4 full-time employees, all of which are located at its office in McBain,

Michigan.  Summit Digital’s management also uses contractors, consultants, attorneys and accountants as

necessary.

DESCRIPTION OF PROPERTY

Summit Digital currently maintains an office in McBain, Michigan comprised of 1,400 square feet for

which it pays $900 a month. The lease on the premises expires in August, 2013. Summit Digital does not

believe that it will need to maintain additional office space at any time in the foreseeable future in order to

carry out its business operations as described herein.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Summit Digital has no trading market for its securities.

41



MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

This “Management’s Discussion and Analysis of Financial Condition” and other parts of this Information

Statement 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 section

entitled “Forward-Looking Statements and Factors That May Affect Future Results and Financial

Condition.” The following discussion should be read in conjunction with our financial statements and

notes thereto included. Information presented herein is based on the financial statements for the three and

nine month periods ended September 30, 2012 and the annual periods ended December 31, 2011 and

December 31, 2010. Summit Digital’s fiscal year end is December 31.

Discussion and Analysis

Summit Digitals plan of operation over the next twelve months is to acquire 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’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 will require a minimum of $500,000 dollars in debt or equity funding in the next twelve

months to pursue its business plan. 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 nine month period ended September 30, 2012, Summit Digital (i) upgraded its high speed

broadband facilities; (ii) eliminated pole attachments to decrease costs; (iii) completed a state of the art

closed circuit web based camera system for the city of McBain, Michigan; (iv) completed a high speed

internet service connection to McBain High School; and (v) completed a custom design wireless internet

system for Gingrich Meadows which directly interfaces with an automated milking system to increase

production improve quality control in a cost effective fashion.

During the year ended December 31, 2011, Summit Digital (i) acquired the cable assets of PRCC, Inc.

including approximately 330 cable customers and approximately with $15,000 in average monthly

billing; and (ii) extended cable television services and high speed wireless internet services into the

McBain market and added a number of digital channels to Summit Digital’s head end located in Leroy.

42



Revenue

Net revenue for the three month period ended September 30, 2012 was $133,819 as compared to

$106,978 for the three month period ended September 30, 2011. Net revenue for the nine month period

ended September 30, 2012 was $340,709 as compared to $343,885 for the nine month period ended

September 30, 2011. The increase in revenue over the comparative three month periods can be attributed

to changes in Summit Digital’s subscriber base while the decrease in revenue over the comparative nine

month period can be attributed to a decrease in cable subscriptions in Oklahoma. Summit Digital expects

that net revenues will continue to increase over the next twelve months as new subscribers are added

through targeted acquisitions or marketing efforts.

Net revenue for the twelve month period ended December 31, 2011 was $434,971 as compared to

$310,555 for the twelve month period ended December 31, 2010. The increase in net revenue over the

comparative twelve month periods can be attributed to an increase in Summit Digital’s subscriber base.

Gross Income

Gross income for the three month period ended September 30, 2012 was $63,585 as compared to $54,979

for the three month period ended September 30, 2011. Gross income for the nine month period ended

September 30, 2012 was $164,125 as compared to $175,055 for the nine month period ended September

30, 2011. The increase in gross income over the comparative three month periods can be attributed to the

decrease in the cost of goods sold due to operating efficiencies while the decrease in revenue over the

comparative nine month periods can be attributed to cable subscriptions in Oklahoma. Summit Digital

expects gross income to continue to increase as its subscriber base and services offered continue to grow.

Gross income for the twelve month period ended June 30, 2012 was $197,583 as compared to $188,526

for the twelve month period ended June 30, 2011. The increase in gross income over the comparative

twelve month periods was tempered by expenses associated with acquiring new cable systems and the

costs attendant to such activity.

Net Income (Loss)

Net income for the three month period ended September 30, 2012 was $4,086 as compared to a net loss of

$7,730 for the three month period ended September 30, 2011. Net income for the nine month period

ended September 30, 2012 was $11,844 as compared a net loss of $5,391 for the nine month period ended

September 30, 2011. The transition to net income in the current three and nine month periods can be

primarily attributed to the decrease in the cost of goods sold due to a decrease in cable customers and an

increase in internet customers with the corresponding lower cost of internet service when compared to

cable service, and the decrease in general, selling and administrative expenses over the respective periods.

Summit Digital expects that net income will continue to increase over the next twelve months as its

subscriber base is expanded and operating efficiencies imposed on newly acquired systems.

Net losses for the twelve month period ended December 31, 2011 were $48,537 as compared to net

income of $1,923 for the twelve month period ended December 31, 2010. The transition to net losses in

the most recent twelve month period can be attributed to an increase in total operating expenses.

43



Operating Expenses

Operating expenses for the three month period ended September 30, 2012 were $74,043 as compared to

operating expenses of $68,204 for the three month ended September 30, 2011. Operating expenses for the

nine month period ended September 30, 2012 were $192,254 as compared to $187,716 for the nine month

period ended September 30, 2011. The volatility in operating expenses over the comparative three and

nine month periods can be attributed to changes in general, selling and administrative expenses and

compensation for personnel. Summit Digital expects that operating expenses will increase over the next

twelve months as it seeks to fulfill its model by acquiring available cable and other services systems.

Operating expenses for the twelve month period ended December 31, 2011 were $254,140 as compared to

$191,756 for the twelve month period ended December 31, 2010. The increase in operating expenses over

the comparative twelve month periods can be attributed to increases in general, selling and administrative

expenses and compensation for personnel.

Depreciation and amortization expenses for the three month periods ended September 30, 2012 and

September 30, 2011 were $2,830 and $307 respectively. Depreciation and amortization expenses for the

nine month periods ended September 30, 2012 and September 30, 2011 were $8,284 and $801

respectively. Depreciation and amortization expenses are expected to continue to increase as Summit

Digital acquires additional service related assets.

Depreciation and amortization expenses for the twelve month period ended December 31, 2011 was

$9,864 as compared to $946 for the year ended December 31, 2010.

Other Income

Other income for the three month period ended September 30, 2012 was $14,545 as compared to other

income of $5,495 for the three month period ended September 30, 2011. Other income for the nine month

period ended September 30, 2012 was $39,973 as compared to other income of $7,270 for the nine month

period ended September 30, 2011. The increase in other income during the current three and nine month

periods can be attributed to a one time installation project other than cable and internet. Summit Digital

may continue to realize other income in future periods.

Other income for the twelve month period ended December 31, 2011 increased to $8,020 from $5,153 for

the twelve month period ended December 31, 2010, due to some fees received for performing emergency

repair work on a downed pole and line.

Capital Expenditures

Summit Digital expended$191,495, less accumulated depreciation of $19,227, on capital expenditures for

the period from inception on April 21, 2009 to September 30, 2012 in connection with the acquisition of

equipment and service systems.

Income Tax Expense (Benefit)

Summit Digital 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

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

44



Liquidity and Capital Resources

Summit Digital had current assets of $78,883 as of September 30, 2012, consisting of cash, trade

receivables, and other receivables and total assets of $251,151 consisting of current assets, property and

equipment. Summit Digital had current liabilities of $99,500, consisting of accounts payable and accrued

expenses and total liabilities of $266,864 as of September 30, 2012, consisting of accounts payable and

accrued expenses in addition to an amount due to Summit Holding. Stockholders’ deficit in Summit

Digital was $15,713 at September 30, 2012.

Summit Digital had current assets of $21,553 as of December 31, 2011, consisting of cash and receivables

and total assets of $192,532 consisting of current assets and fixed assets including property and

equipment. Summit Digital had current liabilities of $48,370 as of December 31, 2011, consisting of

accounts payable and accrued expenses and total liabilities of $220,089 consisting of current liabilities

and long term debt of $171,719 related to the acquisition of a cable system purchased by Summit Holding

for stock.  Stockholders’ deficit in Summit Digital was $27,557 at December 31, 2011.

Cash flow provided by operating activities for the nine month period ended September 30, 2012 was

$9,123 as compared to $9,299 used in operating activities for the nine month period ended September 30,

2011. The change to cash flows used in operating activities over the current nine month period can be

primarily attributed to the increase in accounts payable and accrued expenses. Summit Digital expects

that it will continue to realize cash flow in operating activities as net income increases.

Cash flow used in operating activities for the twelve month period ended December 31, 2011 was $7,778

as compared to cash flow provided by operating activities of $10,456 for the twelve month period ended

December 31, 2010. The cash flows used in operating activities over the current twelve month period can

be attributed to net losses.

Cash flow provided by investing activities for the nine month period ended September 30, 2012 was

$2,640 as compared to $8,100 provided by investing activities for the nine month period ended September

30, 2011. The cash flow used in investing activities for the nine month period ended September 30, 2012

was due to the repayment of a related party payable. Summit Digital expects to use cash flow in investing

activities over the next twelve months as it seeks to expand business operations.

Cash flow provided by investing activities for the twelve month period ended December 31, 2011 was

$8,217 as compared to $13,921 used in investing activities for the twelve month period ended December

31, 2010. The cash flows used in financing activities in the current twelve month period can be attributed

to the repayment of a related party payable offset by purchases of property and equipment.

Cash flow used in financing activities for the nine month periods ended September 30, 2012 and

September 30, 2011 was $0.

Cash flow from financing activities for the twelve month periods ended December 31, 2011and December

31, 2010 was $0.

45



Summit Digital’s current assets are insufficient to expand its business model over the next twelve months

as it will need at least $500,000 in debt or equity financing to fulfill its operational objectives. Although

Summit Digital has no current commitments or arrangements with respect to, or immediate sources of this

funding it believes that if it is acquired by WWA Group it will have access to a broader range of financing

sources by virtue of belonging to a publically traded entity. However, no assurances can be given that

stockholder approval of the transaction or funding, even as a subsidiary of a public company will be

available. Even though WWA Group is the most likely source of new funding in the event its

stockholders approve the acquisition, the question then would become whether WWA Group would be

able to successfully generate sufficient capital through debt or equity offerings to meet those financial

commitments necessary to expand Summit Digital’s business. Should the stockholders of WWA Group

reject the acquisition of Summit Digital or WWA Group is unable to procure sufficient funding for the

expansion of Summit Digital such failure would have a material adverse affect on Summit Digital’s

ability to fulfill its business model.

Summit Digital does not intend to pay cash dividends in the foreseeable future.

Summit Digital had no lines of credit or other bank financing arrangements as of September 30, 2012.

Summit Digital had no commitments for future capital expenditures that were material at September 30,

2012.

Summit Digital has no defined benefit plan or contractual commitment with any officers or directors.

Summit Digital has no current plans for the purchase or sale of any plant or equipment other than that

anticipated for the expansion of its business operations.

Summit Digital has no current plans to make any changes in the number of employees other than that

might accrete to it as the result of acquiring available businesses within the purview of its model.

Off-Balance Sheet Arrangements

As of September 30, 2012, Summit Digital had no significant off-balance sheet arrangements that have or

are reasonably likely to have a current or future effect on its financial condition, changes in financial

condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources

that are material to stockholders.

Critical Accounting Policies

In Note 1 to the audited financial statements for the years ended December 31, 2011 and 2010,

included hereto, Summit Digital discusses those accounting policies that are considered to be

significant in determining the results of operations and its financial position.  Summit Digital

believes that the accounting principles utilized by it conform to accounting principles generally

accepted in the United States.

The preparation of financial statements requires Summit Digital’s 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 Summit Digital evaluates estimates. Summit Digital bases its 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.

46



Going Concern

Summit Digital’s auditors have expressed an opinion as to Summit Digital’s ability to continue as a going

concern due to the fact that it has suffered recurring losses from operations. Due to such losses, Summit

Digital’s ability to continue as a going concern is subject to whether it can to procure additional financing

to fund its business model. Since there can be no assurance that such funds will be available to Summit

Digital even if it is acquired by WWA Group or that its business model will ultimately be successful the

continued operation of the business remains in doubt.  However, should Summit Digital be acquired by

WWA Group, the waiver of all debt owed to Summit Holdings as of June 30, 2012 will result in a net

increase in owner’s equity and have a positive effect on Summit Digital’s ability to continue as a going

concern.

PROPOSAL 2

APPROVAL OF AN AMENDMENT TO INCREASE THE NUMBER OF AUTHORIZED

COMMON STOCK

Proposal 2 concerns WWA Group’s proposed amendment to its articles of incorporation, as amended, to

increase the number of authorized common shares available for issuance.

On July 12, 2012 our board of directors approved an amendment to article four of our articles of

incorporation to increase WWA Group’s authorized common stock from fifty million (50,000,000)

shares, par value $0.001, to two hundred and fifty million (250,000,000) shares, par value $0.001, without

affecting the number of issued and outstanding shares.

If this proposal is approved by our stockholders at the Special Meeting, WWA Group will amend its

articles of incorporation, as amended, to increase WWA Group’s authorized common stock from fifty

million (50,000,000) shares, par value $0.001, to two hundred and fifty million (250,000,000) shares, par

value $0.001, without affecting the number of issued and outstanding shares.

Required Vote

Approval of this proposal requires the affirmative vote of a majority of the outstanding shares of our

common stock entitled to vote at the Special Meeting, assuming a quorum is present. Broker non-votes

are counted solely for the purpose of determining a quorum. Abstentions will have the same effect as a

vote against this proposal.

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVING

AN AMENDMENT TO OUR ARTICLES OF INCORPORATION TO INCREASE THE NUMBER

OF AUTHORIZED COMMON SHARES.

47



FURTHER INFORMATION REGARDING PROPOSAL 2

THE AMENDMENT

The primary reason for increasing the number of shares of our authorized common stock would be to

increase the number of shares available for issuance in order to complete the acquisition of Summit

Digital and to make available additional shares for the purpose of continuing to expand our business

through acquisition. The board of directors is aware that the number of shares currently available for

issuance are insufficient to close the share exchange agreement in order to acquire Summit Digital,

insufficient to provide a compensatory element of any further expansion by acquisition and insufficient to

enable any future equity financing. For these reasons, we believe that an increase in the number of shares

of our authorized common stock is in the best interests of both WWA Group and its stockholders.

Implementation

An increase in the number of WWA Group’s authorized common stock would be implemented by

amending our articles of incorporation, as amended, to delete Article IV of the articles of incorporation,

as amended, in its entirety, providing for a new Article IV as follows:

“ARTICLE IV

CAPITAL

The corporation shall have authority to issue Two Hundred and Fifty Million (250,000,000) common

shares, one mil ($0.001) par value. There shall be only one class of authorized shares, to wit: common

voting stock. The common stock shall have unlimited voting rights provided in the Nevada Business

Corporation Act.

None of the shares of the corporation shall carry with them the pre-emptive right to acquire additional or

other shares of the corporation. There shall be no cumulative voting of shares.”

The complete text of the proposed amendment to our articles of incorporation, as amended is attached as

Annex B hereto.

Effective Date

In the event our stockholders approve Proposal 2, the increase in the number of authorized shares of

WWA Group’s common stock would become effective upon the filing of an amendment to the articles of

incorporation, as amended, with the Nevada Secretary of State, which is expected to occur as soon as is

reasonably practicable on or after the tenth (10th) day following the Special Meeting.

PROPOSAL 3

APPROVAL OF ADJOURNMENT OF SPECIAL MEETING

Proposal 3 concerns WWA Group’s proposal to obtain the approval of its stockholders to adjourn the

Special Meeting if necessary or appropriate, to permit further solicitation of proxies if there are not

sufficient votes at the time of the Special Meeting to approve or disapprove the Agreement and the

Amendment.

48



On [•], 2013 our board of directors approved a proposal to adjourn the Special Meeting, if necessary or

appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the

special meeting to adopt the Agreement or approve the Amendment.

If this proposal is approved, the Special Meeting could be successively adjourned to any date.

Required Vote

Approval of the meeting adjournment proposal requires the approval of a majority of the votes

represented in person or by proxy at the special meeting and entitled to vote on the meeting adjournment

proposal. Broker non-votes are counted solely for the purpose of determining a quorum. Abstentions will

have the same effect as a vote against this proposal.

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVING

THE SPECIAL MEETING ADJOURNMENT PROPOSAL

FURTHER INFORMATION REGARDING PROPOSAL 3

ADJOURNMENT

WWA Group stockholders are being asked to approve a proposal, which we refer to as the meeting

adjournment proposal, to approve the adjournment of the Special Meeting, if necessary or appropriate in

the view of the WWA Group board of directors, to permit further solicitation of proxies if there are not

sufficient votes at the time of the special meeting to approve or disapprove the Agreement or approve or

disapprove the Amendment. If this proposal is approved, the Special Meeting could be successively

adjourned to any date.

In this proposal, we are asking you to authorize the holder of any proxy solicited by our board of directors

to vote in favor of adjourning the Special Meeting, and any later adjournments, to another time and place.

If the WWA Group stockholders approve the meeting adjournment proposal, we could adjourn the

Special Meeting, and any adjourned session of the Special Meeting, to a later date and use the additional

time to, among other things, solicit additional proxies in favor of the acquisition of Summit Digital

proposal or the increase in authorized share capital proposal, including the solicitation of proxies from

holders of WWA Group common stock that have previously voted against the given proposals. Among

other things, approval of the meeting adjournment proposal could mean that, even if we had received

proxies representing a sufficient number of votes against the acquisition of Summit Digital proposal, we

could adjourn the Special Meeting without a vote on the acquisition of Summit Digital and seek to

convince the holders of those shares to change their votes to votes in favor of the adoption of the

Agreement.

The WWA Group board of directors believes that if the number of shares of WWA Group common stock

present or represented at the special meeting and voting in favor of the Agreement or the Amendment are

not sufficient to adopt these proposals, it is in the best interests of the holders of WWA Group common

stock to enable the board of directors, for a limited period of time, to continue to seek to obtain a

sufficient number of additional votes to adopt both Proposal 1 and Proposal 2.

49



The vote on the meeting adjournment proposal is a vote separate and apart from the vote on the proposal

to approve or disapprove the Agreement or the Amendment. Accordingly,  you may vote to approve the

Agreement and the Amendment but not to approve the Adjournment proposal and vice versa. Under our

bylaws, the Adjournment proposal requires the approval of a majority of the votes represented in person

or by proxy at the Special Meeting and entitled to vote on the proposal.

If the Special Meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have

already submitted their proxies will be able to revoke them at any time prior to their use. If you return a

proxy and do not indicate how you wish to vote on any proposal, or if you indicate that you wish to vote

in favor of the proposal to adopt the Agreement or the Amendment but do not indicate a choice on the

Adjournment proposal, your shares will be voted in favor of the Adjournment proposal. If you indicate

that you wish to vote against the proposal to adopt the Agreement or the Amendment, your shares will

only be voted in favor of the Adjournment proposal if you indicate that you wish to vote in favor of that

proposal.

ADDITIONAL GENERAL INFORMATION

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the ownership of WWA Group’s common

stock as of [•], 2013, with respect to: (i) each person known to WWA Group to be the beneficial owner of

more than five percent of our common stock; (ii) all directors; and (iii) directors and executive officers as

a group.

Title of Class

Names and Addresses of Directors, Officers and

Number of

Percent of

Beneficial Owners

Shares

Class

Eric Montandon

Common Stock

P.O. Box 17774 Jebel Ali Free Zone, Dubai

1,854,074*

7.8 %

United Arab Emirates

Digamber Naswa

Common Stock

P.O. Box 17774 Jebel Ali Free Zone, Dubai

60,000

< 0.00%

United Arab Emirates

Common Stock

All executive officers and directors as a group (2)

1,914,074

7.8%

Asia8, Inc.

Common Stock

700 Lavaca Street, Suite 1400, Austin

1,554,074

6.5%

Texas 78701

Akash Kothari Global Business House

Common Stock

P.O. Box 32080, Dubai

1,620,000

6.8%

United Arab Emirates

Rimac Trading Company, Ltd.

Common Stock

P O BOX 262105 Jebel Ali Free Zone

1,620,000

6.8%

United Arab Emirates

SPM Line Lift Machinery Exports, Ltd

Common Stock

P.O. Box 26205 Jebel Ali Free Zone

1,905,000

8%

United Arab Emirates

*   Eric Montandon holds 300,000 shares of WWA Group’s common stock in his own name with Adderley Davis & Associates

Ltd., and is considered the beneficial owner of the 1,554,074 shares held by Asia8, Inc., a publicly reporting company, since he

acts a director and the chief executive officer of Asia8, Inc.

50



WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other documents with the SEC under

the Exchange Act. These reports, proxy statements and other information contain additional information

about us and will be made available for inspection and copying at our executive offices during regular

business hours by any stockholder or a representative of a stockholder as so designated in writing.

Stockholders may read and copy any reports, statements or other information filed by us at the SEC’s

public reference room at Station Place, 100 F Street, N.E., Washington, D.C. 20549. You may also obtain

copies of this information by mail from the public reference section of the SEC at Station Place, 100 F

Street, N.E., Washington, D.C. 20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for

further information on the operation of the public reference room. Our SEC filings made electronically

through the SEC’s EDGAR system are available to the public at the SEC’s website located at

www.sec.gov. You may also send a written request to our Corporate Secretary at WWA Group, 700

Lavaca Street, Suite 1400, Austin, Texas 78701, Attn: Corporate Secretary, or by calling Eric Montandon

at (480) 505-0070.

A list of stockholders will be available for inspection by stockholders of record at our executive offices at

WWA Group, 700 Lavaca Street, Suite 1400, Austin, Texas 78701during ordinary business hours for 10

days prior to the date of the Special Meeting and will be available for review at the Special Meeting or

any adjournment or postponement thereof.

We undertake to provide without charge to each person to whom a copy of this proxy statement has been

delivered, upon request, by first class mail or other equally prompt means, within one business day of

receipt of such request, a copy of any or all of the documents incorporated by reference in this proxy

statement, other than the exhibits to these documents, unless the exhibits are specifically incorporated by

reference into the information that this proxy statement incorporates. You may obtain documents

incorporated by reference by requesting them in writing or by telephone at WWA Group’s executive

office address.

This proxy statement does not constitute the solicitation of a proxy in any jurisdiction to or from

any person to whom it is not lawful to make any solicitation in that jurisdiction. The delivery of this

proxy statement should not create an implication that there has been no change in the affairs of

WWA Group since the date of this proxy statement or that the information herein is correct as of

any later date.

Summit Digital supplied, and we have not independently verified, the information in this proxy statement

exclusively concerning Summit Digital.

Stockholders should not rely on information other than that contained or incorporated by reference in this

proxy statement. We have not authorized anyone to provide information that is different from that

contained in this proxy statement. This proxy statement is dated [], 2013. No assumption should be

made that the information contained in this proxy statement is accurate as of any date other than that date,

and the mailing of this proxy statement will not create any implication to the contrary. Notwithstanding

the foregoing, if there is any material change in any of the information previously disclosed, we will,

where relevant and to the extent required by applicable law, update such information through a

supplement to this proxy statement.

51



WWA GROUP

TABLE OF CONTENTS

FINANCIAL INFORMATION

Financial Statements............................................................................................................................F-1

Condensed Consolidated Balance Sheets as of September 30, 2012 (unaudited) and

December 31, 2011 (audited)...............................................................................................................F-2

Condensed Unaudited Consolidated Statements of Income for the three and nine month

periods ended September 30, 2012 and September 30, 2011....................................................................F-3

Condensed Unaudited Consolidated Statements of Cash Flows for the nine month

periods ended September 30, 2012 and Sept. 30, 2011….………………………………………….........…..F-4

Notes to Condensed Unaudited Consolidated Financial Statements...........................................................F-5

F-1



WWA GROUP, INC.

Condensed Consolidated Balance Sheets

September 30,

December 31,

Assets

2012

2011

(Unaudited)

(Audited)

Current assets:

Cash

$

2,350

$

49,010

Receivables, net

-

-

Advances to suppliers

-

-

Inventories

-

-

Prepaid expenses

-

32,406

Notes receivable

-

-

Other current assets

7,260

14,719

Total current assets

9,610

96,136

Property and equipment, net

-

-

Goodwill

-

181,250

Notes receivable

-

-

Investment in related party entity

-

-

Total Assets

$

9,610     $

277,386

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payables

$

-    $

27,856

Accrued expenses

6,697

170,563

Line of credit

-

-

Short Term Debt - Notes Payable

-

361,840

Current maturities of long-term debt

-

-

Total current liabilities

6,697

560,259

Long-term debt

$

-    $

-

Total liabilities

6,697

560,259

Commitments and contingencies

$

-    $

-

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

(4,493,758)

(4,650,299)

Non-controlling interest

-

(104,247)

Total stockholders' equity (deficit):

2,913

(282,874)

Total liabilities and stock holders' equity

$

9,610     $

277,386

See accompanying condensed notes to consolidated reviewed financial statements.

F-2



WWA GROUP, INC.

Consolidated Statements of Income

Three months ended Sept. 30

Nine months ended Sept. 30

Unaudited

Unaudited

Unaudited

Unaudited

2012

2011

2012

2011

Revenues from commissions and services

$

-     $

-      $

-      $

-

Revenues from sales of equipment

-

-

-

-

Revenues from Ship Charter

-

-

-

-

Total revenues

$

-      $

-     $

-

$

-

Direct costs - commissions and services

-

-

-

-

Direct costs - sales of equipment

-

-

-

-

Gross profit

$

-      $

-     $

-      $

-

Operating expenses:

General, selling and administrative expenses

9,228

4,833

76,153

19,517

Salaries and wages

-

-

-

-

Selling expenses

-

-

-

-

Depreciation and amortization expense

-

-

-

-

Total operating expenses

$

9,228

$

4,833      $

76,153

$

19,517

(Loss) income from operations

$     (9,228)

$

(4,833)      $      (76,153)

$

(19,517)

Other income (expense):

Interest expense

-

-

-

-

Impairment of Notes receivables

-

-

-

(1,711,003)

Gain (loss) on Equity investment

-

(20,106)

105,168

(404,956)

Interest income

-

48,345

-

48,345

Other income (expense)

10,000

0

106,565

(2)

Total other income (expense)

10,000

28,239

211,733

(2,067,615)

Income before income taxes

773

23,407

135,579

(2,087,132)

Provision for income taxes

$

-      $

-     $

-      $

-

Net income (loss) from operations

$

773      $     (23,407)

$      135,579      $   (2,087,132)

Basic earnings (loss)  per common share

$

0.00      $

0.001

$

0.01      $

(0.09)

Diluted earnings per common share

$

-      $

-

-

-

Weighted average shares - Basic

23,841,922

22,591,922

23,841,922

22,591,922

Weighted average shares - Diluted

23,841,922

22,591,922

23,121,119

22,591,922

Net Income (Loss)

$      773

$     (23,407)

$      135,579      $   (2,087,132)

Other Comprehensive income  (loss)

$

-      $

-     $

-      $

-

Total Comprehensive income (loss)

$      773

$     (23,407)

$      135,579      $   (2,087,132)

See accompanying condensed notes to consolidated reviewed financial statements.

F-3



WWA GROUP, INC.

Condensed Consolidated Statements of Cash Flow

(Unaudited)

Nine Months Ended Sept. 30,

2012

2011

Cash flows from operating activities:

Net income ( loss)

$

135,579     $

(2,087,132)

Adjustments to reconcile net income to net cash

provided by operating activities

Depreciation and amortization

-

-

(Gain) loss on disposition of assets

-

-

(Gain) loss on equity investment

(105,168)

404,956

Difference in retained earnings due to non-consolidation of IDVC

20,961

-

Changes in operating assets and liabilities:

Decrease (Increase) in:

Accounts receivable

-

-

Advance to suppliers

-

-

Inventories

-

-

Prepaid expenses

32,406

-

Other current assets

7,459

48,345

Impairment of notes receivable

-

1,711,003

Increase (decrease) in:

Auction proceeds payable

-

-

Accounts payable

(27,856)

-

Accrued liabilities

(163,866)

(18,750)

Net cash used in operating activities

(100,485)

(38,269)

Cash flows from investing activities:

Purchase of property and equipment

-

-

(Increase) decrease in not receivable

-

33,000

(Increase) decrease in goodwill

181,250

-

(Increase) decrease in non-controlling interest

104,247

-

Proceeds from sale of fixed assets

-

-

Net cash provided by  investing activities

285,497

33,000

Cash flows from financing activities:

Increase (decrease) in line of credit

-

-

Payments/Proceeds from short-term notes payable

(361,840)

2,144

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)

2,144

Net decrease in cash and cash equivalents

(46,660)

(3,125)

Cash and cash equivalents at beginning of year

49,010

3,835

Cash and cash equivalents at end of period

$

2,350

$

710

See accompanying condensed notes to consolidated reviewed financial statements.

F-4



WWA GROUP, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 30, 2012

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, 2011 WWA Group owned

63.38% of Infrastructure making it a controlling shareholder of Infrastructure causing Infrastructure’s

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. Since WWA Group is no longer a controlling

shareholder it no longer consolidates its accounts with that of Infrastructure as of September 30, 2012.

WWA Group includes the accounts of 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.

F-5



WWA GROUP, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 30, 2012

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 September 30, 2012, 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-6



WWA GROUP, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 30, 2012

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 nine months period ended September 30, 2012, no significant impairment of long-lived

assets was recorded.

Investment in Equity Interest

WWA Group has approximately a 29.62% shareholding in its equity investment in Infrastructure as of

September 30, 2012. During the year ended December 31, 2010 the company had maintained the accounts

under the equity method of accounting whereby WWA Group recorded 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 into an equity investment and received 165,699,842 shares increasing its interest to a

63% interest in Infrastructure. Since WWA Group became a majority share holder of Infrastructure as of

November 21, 20111 it consolidated its financials with those of Infrastructure as of December 31, 2011

and March 31, 2012. As of September 30, 2012 WWA Group no longer consolidates its accounts with

those of Infrastructure due the decrease in its interest and the full impairment of its remaining equity

investment in Infrastructure.

F-7



WWA GROUP, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 30, 2012

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investment in Related Party

WWA Group did not have any investment in related party as of September 30, 2012. 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.

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-8



WWA GROUP, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 30, 2012

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.

F-9



WWA GROUP, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 30, 2012

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.

F-10



WWA GROUP, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 30, 2012

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 September 30, 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.

Recent accounting pronouncements

We have examined all recent accounting pronouncements and believe that none of them will have a

material impact on the financial statements of WWA Group.

F-11



WWA GROUP, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 30, 2012

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 due from Infrastructure to equity as

a result of which as of December 31, 2011 WWA Group owned approximately 63% of the common stock

of Infrastructure. Since WWA Group became the majority shareholder of Infrastructure as of November

21, 2011 its financials as of December 31, 2011 and March 31, 2012 were consolidated with those of

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 decreased WWA Group’s equity interest in Infrastructure to

29.62%.

NOTE E – SHORT TERM BORROWINGS AND LINES OF CREDIT

WWA Group has no short term borrowings from unrelated entities as of September 30, 2012

F-12



WWA GROUP, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 30, 2012

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, 2010 and changes during the

years ended December 31, 2011 and 2010 is presented below:

Weighted

Weighted

Number of

Average

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

$ 0.00

Exercised

-

$ 0.00

$ 0.00

Outstanding December 31,

676,973

$ 0.36

$ 0.17

2008

Exercisable

676,973

$ 0.36

$ 0.17

Granted

-

$ 0.00

$ 0.00

Exercised

-

$ 0.00

$ 0.00

Expired

(676,973)

$ 0.36

$ 0.17

Outstanding December 31,

2009 & 2010 and 2011

-

$ 0.00

$ 0.00

NOTE G – RELATED PARTY TRANSACTIONS

As of September 30, 2012 WWA Group has no related party investments.

F-13



WWA GROUP, INC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 30, 2012

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.

NOTE I- CONSOLIDATION AND MINORITY INTERESTS

As of September 30’ 2012 WWA group has not consolidated the accounts of Infrastructure due to full

impairment of its equity investment in IDVC.

NOTE J- SUBSEQUENT EVENTS

WWA Group evaluated its September 30, 2012 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 would require recognition or disclosure in the financial

statements.

F-14



WWA GROUP, INC. AND SUBSIDIARIES

Years Ended December 31, 2011 and 2010

Contents

Page

Report of Independent Registered Public Accounting Firm

F-16

Consolidated Balance Sheets

F-17

Consolidated Statements of Income

F-18

Consolidated Statement of Stockholders’ Equity

F-19

Consolidated Statements of Cash Flows

F-20

Notes to Consolidated Financial Statements

F-21

F-15



Pinaki & Associates LLC

Certified Public Accountants

625 Barksdale Rd., Ste# 113

Newark, DE  19711

Phone: 408-896-4405 | pmohapatra@pinakiassociates.com

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, 2011 and 2010, and the related consolidated statements of income, stockholders’ equity

and cash flows for the years ended December 31, 2011 and 2010. 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. The Company's financial statements as of

December 31, 2010 and the year then ended were audited by other auditors whose report thereon, dated

April 14, 2011, expressed an unqualified opinion on those statements. The predecessor auditors reported

on those financials before they were restated. As of the date of issuance of this report, the predecessor

auditors have ceased operations with respect to public entities.

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, 2011 and 2010,

and the related consolidated statements of income, stockholders’ equity and cash flows for the years

ended December 31, 2011 and 2010, 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

April 12, 2012

F-16



WWA GROUP, INC.

Consolidated Balance Sheets

Assets

December 31, 2011

December 31, 2010

Current assets:

Cash

$

49,010

$

3,835

Prepaid expenses

32,406

-

Notes receivable

-

2,932,003

Other current assets

14,719

264,835

Goodwill

181,250

-

Total current assets

277,386

3,200,673

Investment in equity interests

-

1,219,219

Total Assets

$

277,386

$

4,419,892

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payables

27,856

-

Accrued expenses

170,563

92,220

Short Term Debt - Notes Payable

361,840

7,000

Total current liabilities

560,259

99,220

Total liabilities

560,259

99,220

Stockholders' equity:

Common stock, $0.001 par value, 50,000,000 shares

authorized; 22,591,922 shares

issued and outstanding

22,592

22,592

Additional paid-in capital

4,449,080

4,449,080

Retained earnings

(4,650,299)

(151,000)

Non-controlling interest

(104,247)

-

Total stockholders' equity:

(282,874)

4,320,672

$

$

Total liabilities and stock holders' equity

277,386

4,419,892

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

F-17



WWA GROUP, INC.

Consolidated Statements of Income

For The Year Ending Dec 31

2011

2010

(Restated)

Continuing Operations

Revenues from commissions and services

$

-    $

12,170

Revenues from sales of equipment

$

-    $

72,600

Total revenues

-

84,770

Direct costs - commissions and services

-

9,646

Direct costs - sales of equipment

-

68,371

Gross profit

-

6,753

Operating expenses:

General, selling and administrative expenses

120,408

143,733

Salaries and wages

6,408

42,201

Selling expenses

-

2,878

Depreciation and amortization expense

-

18,827

Total operating expenses

126,816

207,638

Income (Loss) from operations

(126,816)

(200,884)

Other income (expense):

Interest expense

(1,644)

(318,282)

Interest income

68,541

0

Impairment of Notes receivables

(1,711,003)

Loss on equity investment

(2,475,661)

47,353

Other income (expense)

(264,827)

0

Total other expense

(4,384,594)

(270,929)

Loss before income taxes

(4,511,410)

(471,813)

Provision for income taxes

$

-    $

-

Loss for the year from continuing operations

$

(4,511,410)    $

(471,813)

Discontinued operations

Loss for the year from discontinued operations net of tax

-

(453,531)

Loss recognized on sale of World Wide

Auctioneers, Ltd and Crown Diamond Holdings Ltd

-

(749,227)

Non Controlling Loss

(12,111)

Loss for the year

(4,499,299)

(1,660,570)

Basic earnings per common share

Continued Operation

$

(0.20)    $

(0.05)

Discontinued operations

$

-    $

(0.02)

Diluted earnings per common share

Continued Operation

$

(0.20)    $

(0.05)

Discontinued operations

$

-    $

(0.02)

Weighted average shares - Basic

22,591,922

22,591,922

Weighted average shares - Diluted

22,591,922

22,591,922

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

F-18



WWA GROUP, INC.

Consolidated Statements of Stockholders' Equity

Year Ended December 31, 2011

Additional

Common Stock

Paid-in

Retained

Shares

Amount

Capital

Earnings

Total

Balances December. 31, 2008

22,591,922

22,592

4,449,080

3,409,766

7,881,438

Net loss

-

-

-

(1,900,196)

(1,900,196)

Balances December. 31, 2009

22,591,922

22,592

4,449,080

1,509,570

5,981,242

Net loss

-

-

-

(1,660,570)

(1,660,570)

Balances December 31, 2010

22,591,922

22,592

4,449,080

(151,000)

4,320,672

Net loss

-

-

-

(4,499,299)

(4,499,299)

Non-controlling interest

(104,247)

(104,247)

Balances December 31, 2011

22,591,922

22,592

4,449,080

(4,754,546)

(282,874)

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

F-19



WWA GROUP, INC.

Consolidated Statements of Cash Flow

For year ending December 31,

2011

2010

(Restated)

Cash flows from operating activities:

Net income ( loss)

$ (4,499,299)     $

(1,660,570)

Adjustments to reconcile net income to net cash

provided by operating activities

Depreciation and amortization

-

18,827

(Gain) loss on disposition of assets

-

-

Bad debt

-

-

(Gain) loss on sale of subsidiary

-

749,227

(Gain) loss on equity investment

-

(47,353)

Changes in operating assets and liabilities:

-

-

Decrease (Increase) in:

-

-

Accounts receivable

-

1,029

Advance to suppliers

-

-

Inventories

-

6,977

Prepaid expenses

(32,406)

-

Other current assets

250,116

(264,835)

Other assets

-

-

Impairment of notes receivables

1,711,003

-

Impairment of investment

2,475,661

Increase (decrease) in:

-

-

Auction proceeds payable

-

(16,394)

Accounts payable

27,856

(12,000)

Accrued liabilities

78,343

(31,443)

Cash flows from operating activities from discontinued operations

-

(3,452,778)

Net cash provided by (used in) operating activities

11,274

(4,709,314)

Cash flows from investing activities:

Acquisition of business net of cash

(285,497)

-

Purchase of property and equipment

-

-

Purchase of investment through conversion of note

(1,256,441)

320,000

Proceeds from sale of subsidiary

-

10

(Increase) decrease in note receivable

1,221,000

(570,093)

(Increase) decrease in net assets on sale of subsidiary

(749,237)

Proceeds from sale of fixed assets

-

-

Payments received on notes receivable

-

-

Cash flows from investing activities from discontinued operations

-

6,390,705

Net cash provided by (used in) investing activities

(320,938)

5,391,385

Cash flows from financing activities:

Increase (decrease) in line of credit

-

-

Proceeds from short-term notes payable

354,840

6,400

Payments on short-term notes

-

-

Payments/proceeds- long-term debt

-

-

Adjustment of inter company

-

-

Cash flows from financing activities from discontinued operations

-

(726,788)

Net cash provided by (used in) financing activities

354,840

(720,388)

Net increase (decrease) in cash and cash equivalents

45,175

(38,317)

Cash and cash equivalents at beginning of year

3,835

42,152

Cash and cash equivalents at end of period

$

49,010     $

3,835

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

F-20



WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010 (RESTATED)

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”)  in

which it currently holds a consolidated 63.38% equity position.

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.   Therefore,  the  financials  of  Infrastructure

as of December 31, 2011 has been consolidated with WWA group Inc.

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, and (ii) Infrastructure.

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-21



WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010 (RESTATED)

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,  2011  and  2010,  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-22



WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010 (RESTATED)

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,  2011  and  2010,  no  significant  impairment  of  long-lived

assets was recorded.

Investment in Equity Interest

WWA  Group  has  approximately  63%  and  18%  as  of  December  31,  2011  and  December  31,  2010

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,

2011, WWA 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, 2011 it has consolidated its financials with those of Infrastructure as of December 31,

2011.

F-23



WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010 (RESTATED)

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,  2011  and  December  31,

2010. 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,

2011 and 2010 the loss on equity investment includes $2,475,661 and $29,900 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-24



WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010 (RESTATED)

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.

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.

Level 3 — Unobservable inputs to the valuation methodology those are significant to the measurement of

fair value of assets or liabilities.

F-25



WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010 (RESTATED)

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fair Value Measurements - Continued

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, 2011 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,  2011  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-26



WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010 (RESTATED)

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent accounting pronouncements

In  June  2011,  the  FASB  issued  an  accounting  standard  update  to  provide  guidance  on  increasing  the

prominence of items reported in other comprehensive income. This accounting standard update eliminates

the  option  to  present  components  of  other  comprehensive  income  as  part  of  the  statement  of  equity  and

requires  that  the  total  of  comprehensive  income,  the  components  of  net  income,  and  the  components  of

other  comprehensive  income  be  presented  either  in  a  single  continuous  statement  of  comprehensive

income  or  in  two  separate  but  consecutive  statements.  It  is  also  required  to  present  on  the  face  of  the

financial  statements  reclassification  adjustments  for  items  that  are  reclassified  from  other  comprehensive

income  to  net  income  in  the  statement(s)  where  the  components  of  net  income  and  the  components  of

other comprehensive income are presented. This  accounting standard update is effective  for the Company

beginning in the first quarter of fiscal 2013.

In  August  2011,  the  FASB  approved  a  revised  accounting  standard  update  intended  to  simplify  how  an

entity tests goodwill for impairment. The amendment will allow an entity to first assess qualitative factors

to  determine  whether  it  is  necessary  to  perform  the  two-step  quantitative  goodwill  impairment  test.  An

entity no longer will be required to calculate the fair value of a reporting unit unless the entity determines,

based  on  a  qualitative  assessment,  that it is  more  likely than  not  that  its  fair  value is  less than its  carrying

amount. This  accounting standard  update  will  be  effective  for  WWA  Group  beginning in  the  first  quarter

of  fiscal  2013  and  early  adoption  is  permitted.  WWA  Group  is  currently  evaluating  the  impact  of  this

accounting standard update on its Consolidated Financial Statements.

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  do  not  believe  the  adoption  of  the  new  guidance  will  have  an  impact  on  our

consolidated financial position, results of operations or cash flows.

F-27



WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010 (RESTATED)

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.

NOTE E – NOTES RECEIVABLE

Notes   receivable   as   of   December   31,   2010   include   $2,442,003   of   advances   provided   to   Intelspec

International   Inc,   US   an  affiliate   which   operates  an   International   project   management   company  in

Thailand,  Cambodia  and  rock  crushing  and  stone  quarry  in  UAE.    The  notes  bear  no  interest  and  are

payable  on  demand.  During  2011  WWA  Group  converted  this  Notes  Receivable  to  Common  Stock  of

Infrastructure.

NOTE F – 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  $361,840  and  $7,000  under  the  note  as  of

December 31, 2011 and 2010, respectively. The interest expense on these borrowings amounted to $0 and

$318,282 in the years ended December 31, 2011 and 2010, respectively.

F-28



WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010 (RESTATED)

NOTE G – 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, 2010 and changes during the

years ended December 31, 2011 and 2010 is presented below:

Weighted

Weighted

Number of

Average

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

$ 0.00

Exercised

-

$ 0.00

$ 0.00

Outstanding December 31, 2008

676,973

$ 0.36

$ 0.17

Exercisable

676,973

$ 0.36

$ 0.17

Granted

-

$ 0.00

$ 0.00

Exercised

-

$ 0.00

$ 0.00

Expired

(676,973)

$ 0.36

$ 0.17

Outstanding December 31, 2009

& 2010 and 2011

-

$ 0.00

$ 0.00

F-29



WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010 (RESTATED)

NOTE H – INCOME TAXES

At  December  31,  2011,  WWA  Group  has  approximately $2.1  million  of  federal  and  $1.6  million  of  state

net  operating  loss  carry  forwards  to  offset  future  taxable  income.  The  federal  carry  forwards  begin

expiring  in  2023  and  the  state  carry  forwards  begin  expiring  in  2010.  Utilization  of  these  net  operating

losses  is  dependent  upon  the  tax  laws  in  effect  at  the  time  such  losses  can  be  utilized.  The  losses  will  be

limited based upon future changes in ownership.

WWA  Group has determined that  undistributed earnings  from Worldwide Dubai will be reinvested  in the

business  indefinitely  and  that  such  earnings  will  not  be  distributed  to  the  U.S.  parent.  Therefore,  in

accordance  with  FASB  Accounting  Standard  Codification,  ASC  740-30,  Accounting  for  Income  Taxes  -

Special Areas, no income tax provision has been recorded for the undistributed earnings.

Federal

State

As of January 1, 2010

$

1,744,317    $

1,357,924

Operating losses for the year 2010

200,884

200,884

NOL's expired

-

(64,571)

As of December 31, 2010

1,975,201

1,494,237

Operating income for the year 2011

126,816

126,816

NOL's expired

-

(36,206)

As of December 31, 2010

$

2,102,017    $

1,585,847

NOTE I – RELATED PARTY TRANSACTIONS

As of December 31, 2011 WWA Group has no related party investments.

As  of  December  31,  2011  WWA  Group  had  $0  ($2,442,003  in  2010)  in  advances  provided  to  Intelspec

International Inc, an affiliate. (Also see Note E).

F-30



WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010 (RESTATED)

NOTE J – 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.

OFAC Pre-penalty Notice

On  August  5,  2009  WWA  Group,  Inc.  received  a  Pre-Penalty  Notice  (“Notice’)  from  the  Office  of

Foreign Assets  Control (“OFAC”). The Notice was  issued based on OFAC’s  belief that WWA Group has

engaged   in   certain   transactions   prohibited   by   Executive   Order(s)   and   or   Regulations   promulgated

pursuant  to  the  International  Emergency Economic  Powers  Act,  50  U.S.C.  §§  1701  et  seq.  in  connection

with  the  facilitation  of  auction  related  services  to  Iran  and  Sudan.  The  perceived  violations  have  caused

OFAC  to  propose  a  civil  monetary  penalty  of  $4,665,600  to  be  imposed  on  WWA  Group  subject  to

adjustment based on evidence presented in response to the Notice.

The Notice process permits WWA Group to contact OFAC by telephone to initiate settlement discussions

or  otherwise  provide  a  written  response  to  the  perceived  violations  within  the  permitted  notice  period

prior to the issuance of a Penalty Notice.

The Office of Foreign Assets Control (OFAC) has issued a Cautionary Letter instead of pursuing a civil

penalty in connection with the company’s involvement in the provision of auction related services to

individuals located in Iran and Sudan on or about June 1, 2003 to on or about June 19, 2006.

The Cautionary Letter represents OFAC’s final enforcement response to apparent violations by WWA

Group but does not constitute a final agency determination as to whether a violation of either the Iranian

Transactions Regulations, 31 C.F.R. part 560 or the Sudanese Sanctions Regulations, 31 C.F.R. part 538

actually occurred. Nothing in the Cautionary Letter precludes OFAC from seeking further action in the

future should additional information warrant renewed attention.

F-31



WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010 (RESTATED)

NOTE K – SEGMENT INFORMATION

WWA  Group  has  adopted  FASB  Accounting  Standard  Codification  Topic  280,  "Disclosure  about

Segments  of  an  Enterprise  and  Related  Information."  WWA  Group  once  conducted  its  operations

principally in auctions of heavy equipment through World Wide and in ship chartering through Crown.

a) Certain financial information concerning WWA Group's operations in different segments is as

follows:

CONTINUED

DISCONTINUED

OPERATIONS

OPERATIONS

For the

years

ended

December

Equipment

Equipment

31,

Auctions

Auctions

Ship Chartering

Revenues

2011

-

-

-

2010

84,770

30,129,400

550,000

Operating expenses

2011

(126,816)

-

-

2010

(285655)

(29,994,624)

(229,872)

Operating income (loss)

2011

(126,816)

-

-

2010

(200,884)

134,776

320,128

Interest expense

2011

(1,644)

-

-

2010

(318,282)

(1,016,678)

-

Other income (expense)

2011

(4,382,950)

-

-

2010

47,353

87,388

-

Assets (net of intercompany accounts)

2011

277,387

-

-

2010

4,419,892

-

-

Depreciation and amortization

2011

-

-

-

2010

18,827

347,507

357,955

Property and equipment acquisitions

2011

-

-

-

2010

-

-

-

(b) Information of geographic area of revenue:

Year ended

Year ended

December 31, 2011

December 31, 2010

U.A.E.

-

$ 17,067,651

Australia

-

8,746,200

Qatar

-

462,079

Saudi Arabia

-

99,970

Philippines

-

-

Singapore

$

-

-

F-32



WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010 (RESTATED)

NOTE L - DISCONTINUED OPERATIONS

On  October  31,  2010  WWA  Group  sold  its  100%  interest  in  its  wholly  owned  subsidiaries,  World  Wide

Auctioneers and Crown Diamond Holdings to Seven International Holding Ltd. at a consideration of $10.

The  analysis  of  the  total  loss  on  disposal,  carrying  values  of  assets  and  liabilities  disposed,  and  the  net

cash inflow from the disposal is as shown below.

The  results  of  the  discontinued  operations  and  the  cash  flows  from  discontinued  operations  in  the

financial year ended December 31, 2010 and the comparative results have been restated accordingly.

a)    The result of the discontinued operations are as follows:

2011

2010

Revenue

0

30,679,400

Cost of sales

0

26,571,405

Gross profit

0

4,107,995

General, selling & administration exp

0

1,682,970

Salaries & wages

0

1,174,381

Selling expenses

0

55,420

Depreciation & amortization exp

0

705,462

Total Operating expenses

0

3,618,234

Interest expenses

0

(1,016,678)

Interest income

0

82,214

Loss on equity investment

0

0

Other income (expense)

0

5,174

Total other income (expense)

0

(929,290)

Loss before income tax

0

(439,531)

Income tax

-

-

Net loss from discontinued operations

0

(439,531)

Loss on disinvestment of World Wide

Auctioneers Ltd & Crown Diamond

Holdings Ltd

0

(749,277)

b)   Cash flows from discontinued operations

2011

2010

Cash flow from operating activities

0

(3,452,778)

Cash flow from investing activities

0

6,390,705

Cash flow from financing activities

0

(726,788)

Net cash inflows/(outflows) from

discontinued operations

0

2,211,139

F-33



WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010 (RESTATED)

NOTE M –RESTATEMENT OF FINANCIAL STATEMENTS

Before  re-audit  and  restatement  of  WWA  Group’s  financial  statements  as  of  December  31,  2010  and  for

the  year  then  ended,  the  financials  were  audited  by  other  auditor  whose  report  thereon  expressed  an

unqualified opinion on those reports.

WWA  Group  has restated the  statement  operations  for  the  years  ended  December  31,  2010 to  include the

impact of discontinued operations.

Condensed Consolidated Statement of Operations for the year ended December 31, 2010:

As Previously

Adjustments

As Restated

Reported

Revenue

$   30,764,170

$   (30,679,400)

$   84,770

Cost of sales

26,649,422

(26,571,405)

78,017

Gross profit

4,114,748

(4,107,995)

6,753

General, selling & administration

expenses

1,826,703

(1,682,970)

143,733

Salaries & wages

1,216,582

(1,174,381)

42,201

Selling expenses

58,298

(55,420)

2,878

Depreciation & amortization exp

724,289

(705,462)

18,827

Total Operating expenses

3,825,872

(3,618,234)

207,638

Interest expenses

(1,334,960)

1,016,678

(318,282)

Interest income

82,214

(82,214)

-

Loss on equity investment

47,353

-

47,353

Loss on sale of subsidiary

(749,227)

749,227

-

Other income (expense)

5,174

(5,174)

-

Total other income (expense)

(1,949,446)

1,678,517

(270,929)

Loss before income tax

(1,660,570)

1,188,757

(471,813)

Income tax

-

-

-

Net loss from discontinued

Operations

-

(439,531)

(439,531)

Loss on disinvestment of World

Wide Auctioneers Ltd & Crown

Diamond Holdings Ltd

-

749,227

749,227

Loss for the year

$   (1,660,570)

$

-

$    (1,660,570)

F-34



WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010 (RESTATED)

NOTE-N- CONSOLIDATION AND MINORITY INTERESTS

On November 21, 2011, WWA Group converted $2,477,544 due to it on a convertible promissory note

into 165,699,842 common shares of Infrastructure valued at $0.014952 per share. Prior to the transaction

on November 21, 2011, WWA Group owned 21,294,218 shares or 16.5% of Infrastructure’s issued and

outstanding common stock. Following the transaction on November 21, 2011, WWA Group owned

186,994,060 shares or 63.5% of Infrastructure's issued and outstanding common stock. As on December

31’ 2011 WWA Group owned 190,304,373 shares or 63.38% of Infrastructure’s issued and outstanding

common stock. The final determined fair value of the identifiable assets and liabilities of Infrastructure

acquired were as follows:

Description

Recognized on

Carrying Value

Consolidation as on

November 31, 2011

US$

US$

Other Current Assets

53,517

53,517

Cash

85,304

85,304

Total Asset

138,821

138,821

Accounts Payable

27,856

27,856

Accrued Expenses

50,025

50,025

Notes Payable

346,246

346,246

Total Liabilities

424,107

424,107

Fair Value of net asset on conversion at 100%

(285,286)

(285,286)

Fair Value of net asset on conversion at 63.50%

(181,150)

Value of Investment on conversion

100

Goodwill on conversion

181,250

Value of Minority Interest on conversion

(104,136)

F-35



WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010 (RESTATED)

NOTE-N- CONSOLIDATION AND MINORITY INTERESTS (Continued)

Consolidation

Following are the Infrastructure financials for consolidation with WWA Group:

Infrastructure Balance Sheet as on

December 31, 2011

December 31, 2010

Cash

$

42,690

-

Other Current Asset

$

47,115

-

Total Asset

$

89,905

-

Accounts Payable

$

27,856

-

Accrued Expenses

$

40,080

-

Notes Payable

$

328,226

-

Total Liabilities

$

396,162

-

Net Asset (at 100%)

$

(306,357)

Minority Interest

(104,247)

WWA Group’s interest

$

(202,110)

Opening Balance

$

(181,150)

Share of loss for the period

$

(20,960)

Closing Balance

$

(202,110)

F-36



WWA GROUP, INC. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010 (RESTATED)

NOTE-N- CONSOLIDATION AND MINORITY INTERESTS (Continued)

Consolidated  Statement  of  Operation  For  the  period  from  November  21,  2011  to  December  31,

2011

Total Revenue

$

-

Total Operating expenses

$

31,427

Other expenses

$

1,644

Loss for the period

$

(33,071)

Minority Loss

$

(12,111)

(Total loss of Infrastructure * shares held by minority/Total share of Infrastructure) or 36.62%

(33,017)*{(300,262,978-190,304,373)/300,262,978)}

WWA Group’s share of loss of Infrastructure included in

consolidated income statement for the period ended 12.31.11

$

(20,960)

Minority Interest

This note gives details of the WWA Group’s minority interests and shows the movements during the

year:

Minority Interest on conversion date

$

(104,136)

Additional shares issued after conversion

$

12,000

Loss for period attributable to Minority Interest

$

12,111

Balance as at December 31, 2011

$

(104,247)

NOTE O - SUBSEQUENT EVENTS

WWA Group evaluated its December 31, 2011 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 would require recognition or disclosure in the financial

statements.

F-37



SUMMIT DIGITAL, INC.

TABLE OF CONTENTS

FINANCIAL INFORMATION

Financial Statements............................................................................................................................F-38

Condensed Consolidated Balance Sheets as of September 30, 2012 (unaudited) and

December 31, 2011 (audited)...............................................................................................................F-39

Condensed Unaudited Consolidated Statements of Income for the three and nine month

periods ended September 30, 2012 and September 30, 2011....................................................................F-40

Condensed Unaudited Consolidated Statements of Cash Flows for the nine month

periods ended September 30, 2012 and Sept. 30, 2011..….………………………………………….......…..F-41

Notes to Condensed Unaudited Consolidated Financial Statements...........................................................F-42

F-38



Summit Digital Inc

Condensed Consolidated Balance Sheets

As of September 30,

As of December 31,

ASSETS

2012 (Unaudited)

2011*

CURRENT ASSETS

Cash

$

13,726

$

1,963

Receivables, net

56,629

19,590

Other Receivables

8,528

-

Total current assets

78,883

21,553

FIXED ASSETS, Net

172,268

170,979

TOTAL ASSETS

$

251,151

$

192,532

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable & accrued expenses

99,500

48,370

Total current liabilities

99,5000

48,370

Long-term debt

167,364

171,719

TOTAL LIABILITIES

266,864

220,089

STOCKHOLDERS' EQUITY

Retained earnings

(15,713)

(27,557)

Total Stockholders' Equity

(15,713)

(27,557)

TOTAL LIABILITIES AND STOCKHOLDERS'

EQUITY

$

251,151

$

192,532

* The Balance Sheet as of December 31, 2011 has been derived from the audited financial statements of that

date.

See accompanying condensed notes to consolidated reviewed financial statements.

F-39



Summit Digital Inc

Condensed Consolidated Statements of Operations

(Unaudited)

Three Months Ended September

Nine Months Ended September

30,

30,

2012

2011

2012

2011

Net revenues:

Revenue from Cable/Internet sales     $

133,819

$

106,978

$

340,709

$

343,885

Total net revenues

133,819

106,978

340,709

343,885

Cost of Goods Sold

70,234

51,999

176,584

168,830

Gross Income

63,585

54,979

164,125

175,055

Operating expenses:

General, selling and administrative

expenses

41,623

28,986

98,573

90,255

Salaries and wages

29,590

38,911

85,396

96,660

Depreciation

2,830

307

8,284

801

Total operating expenses

74,043

68,204

192,254

187,716

Income (Loss) from operations

(10,458)

(13,225)

(28,129)

(12,661)

Other income (expense)

14,545

5,495

39,973

7,270

Total other income

14,545

5,495

39,973

7,270

Income (loss) before income tax

4,086

(7,730)

11,844

(5,391)

Provision for income taxes

-

-

-

-

Net Income (Loss)

4,086

(7,730)

11,844

(5,391)

Other comprehensive income(loss)

Total Comprehensive Loss

$

4,086

$

(7,730)

$

11,844

$

(5,391)

See accompanying condensed notes to consolidated reviewed financial statements.

F-40



Summit Digital Inc

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Nine Months Ended

September 30,

2012

2011

CASH FLOWS FROM OPERATING ACTIVITIES

Net income ( loss)

$

11,844

$

(5,391)

Adjustments to reconcile net income to net cash

provided by operating activities

Depreciation and amortization

(8,284)

801

Changes in operating Assets and Liabilities:

Decrease (increase) in:

Accounts receivable

(45,567)

1,589

Increase (decrease) in:

Accounts Payable & Accrued liabilities

51,130

(6,298)

Net Cash Provided (Used) in Operating Activities

9,123

(9,299)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment

6,995

(2,079)

Proceeds from long term debt

(4,355)

10,179

Net Cash Provided (Used) by Investing Activities

2,640

8,100

CASH FLOWS FROM FINANCING ACTIVITIES

Increase in Long term debt

-

-

Net Cash Provided by Financing Activities

-

-

NET INCREASE IN CASH

11,763

(1,199)

CASH AT BEGINNING OF PERIOD

1,963

1,524

CASH AT END OF PERIOD

$

13,726

$

325

See accompanying condensed notes to consolidated reviewed financial statements.

F-41



SUMMIT DIGITAL, INC.

Notes to the Financial Statements

September 30, 2012 and 2011

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and Organization

Summit  Digital,  Inc.  ("SDI"  or  the  "Company"),  was  originally  incorporated  in  the  State  of  Nevada  on

April   21,   2009.     On   June   7,   2011,  the  Company  changed   its   corporate   domicile   from  Nevada   to

Wyoming.    The  Company  is  a  Michigan-based  Multi-System  Operator  (MS0)  providing  Cable  TV,

Broadband   Internet,   Voice   Telephony  and   related   services.     SDI   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.

Accounting Basis

The  Company’s  financial  statements  are  prepared  using  the  accrual  basis  of  accounting  in  accordance

with   accounting   principles   generally   accepted   in   the   United   States.     The   Company   has   elected   a

December 31 fiscal year end.

Use of Estimates

The  preparation  of  financial  statements  in  conformity  with  generally  accepted  accounting  principles

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.

Fair Value of Financial Instruments

The  Company’s  financial instruments  as  defined  by ASC  820,  “disclosures  about  Fair  Value  of Financial

Instruments,”   include   cash,   trade   accounts   receivable,   accounts   payable   and   accrued   expenses   and

advances  from  affiliates.   All  instruments  are  accounted  for  on  a  historical  cost  basis,  which  due  to  the

short maturity of these financial instruments approximates fair value at December 31, 2011 and 2010.

Recent Accounting Pronouncements

The  Company  has  evaluated  recent  accounting  pronouncements  and  their  adoption  has  not  had  or  is  not

expected to have a material impact on the Company’s financial position, or statements.

F-42



SUMMIT DIGITAL, INC.

Notes to the Financial Statements

September 30, 2012 and 2011

NOTE 2 - GOING CONCERN

The  Company's  financial  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.    The  Company  has  not  yet  established  an

ongoing  source  of  revenues  sufficient  to  cover  its  operating  costs  and  allow  it  to  continue  as  a  going

concern.    The  ability  of  the  Company  to  continue  as  a  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.

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

from  management  and  significant  shareholders  sufficient  to  meet  its  minimal  operating expenses,  and  (2)

seeking 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  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   eventually  secure   other   sources   of

financing  and  attain  profitable  operations.    The  accompanying  financial  statements  do  not  include  any

adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 - RELATED PARTY PAYABLE

Long  term  debt  represents  payable  to    Summit  Digital  Holdings,  Inc  which  is  the  parent  company  of

Summit  Digital  Inc.  Summit  Digital  Inc  is  a  wholly  owned  subsidiary  of  Summit  Digital  Holdings,  Inc.

Summit  Digital  Inc.  owed  $167,364  and  $171,719  at  September  30,  2012  and  December  31,  2011

respectively  to  Summit  Digital  Holdings,  Inc.   These  advances  bear  no  interest,  are  uncollateralized  and

due on demand.

NOTE 4 - SUBSEQUENT EVENTS

In accordance with ASC 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.

F-43



SUMMIT DIGITAL, INC.

Years Ended December 31, 2011 and 2010

Contents

Page

Report of Independent Registered Public Accounting Firm

F-45

Consolidated Balance Sheets

F-46

Consolidated Statements of Income

F-47

Consolidated Statement of Stockholders’ Equity

F-48

Consolidated Statements of Cash Flows

F-49

Notes to Consolidated Financial Statements

F-21

F-44



Pinaki & Associates LLC

Certified Public Accountants

625 Barksdale Rd., Ste# 113

Newark, DE  19711

Phone: 408-896-4405 | pmohapatra@pinakiassociates.com

To the Board of Directors

Summit Digital, Inc.

We have audited the accompanying consolidated balance sheets of Summit Digital Inc. as of December

31, 2011 and 2010, and the related consolidated statements of income, and cash flows for the years ended

December 31, 2011 and 2010. 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 Summit Digital Inc. as of December 31, 2011 and 2010, and the related

consolidated statements of income and cash flows for the years ended December 31, 2011 and 2010, 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 2 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

Pinaki & Associates, LLC

Hayward, CA

September 7, 2012

F-45



Summit Digital Inc.

Condensed Consolidated Balance Sheets

As of December 31,

ASSETS

2011

2010

CURRENT ASSETS

Cash

$

1,963

$

1,524

Receivables, net

19,590

20,339

Total current assets

21,553

21,863

FIXED ASSETS, Net

170,979

178,763

TOTAL ASSETS

$

192,532

$

200,626

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable & accrued expenses

48,370

18,224

Total current liabilities

48,370

18,224

Long-term debt

171,719

161,422

TOTAL LIABILITIES

220,089

179,646

STOCKHOLDERS' EQUITY

Retained earnings

(27,557)

20,980

Total Stockholders' Equity

(27,557)

20,980

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $

192,532

$

200,626

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

F-46



Summit Digital Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

Twelve Months Ended December 31,

2011

2010

Net revenues:

Revenue from Cable/Internet sales

$

434,971

$

310,555

Total net revenues

434,971

310,555

Cost of Goods Sold

237,387

122,029

Gross Income

197,583

188,526

Operating expenses:

General, selling and administrative

expenses

107,956

87,887

Salaries and wages

136,321

102,923

Depreciation

9,864

946

Total operating expenses

254,140

191,756

Loss from operations

(56,557)

(3,230)

Other income (expense)

8,020

5,153

Total other income

8,020

5,153

Income (loss) before income tax

(48,537)

1,923

Provision for income taxes

-

-

Net Loss

$

(48,537)

$

1,923

Other Comprehensive income (loss)

-

-

Total Comprehensive loss

$

(48,537)

$

1,923

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

F-47



SUMMIT DIGITAL INC.

Statements of Stockholders' Equity (Deficit)

Total

Additional

Stock

Stockholders'

Common Stock

Paid-in

Subscription

Accumulated

Equity

Shares

Amount

Capital

Receivable

Deficit

(Deficit)

Balance, April 21, 2009

-

$

-

$

-

$

-

$

-

$

-

Common stock issued to

founders for services at

$0.0001 per share

100

-

-

-

-

-

Income for the year

ended

December 31, 2009

-

-

-

-

19,057

19,057

Balance, December 31,

2009

100

-

-

19,057

19,057

Income for the year

ended

December 31, 2010

-

-

-

-

1,923

1,923

Balance, December 31,

2010

100

-

-

-

20,980

20,980

(Loss) for the year ended

December 31, 2011

(48,537)

(48,537)

Balance, December 31,

2011

100

$

-

$

-

$

-

$      (27,557)

$

(27,557)

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

F-48



Summit Digital Inc.

Condensed Consolidated Statements of Cash Flows

Twelve Months Ended December 31,

2011

2010

CASH FLOWS FROM OPERATING ACTIVITIES

Net income ( loss)

$

(48,537)

$

1,924

Adjustments to reconcile net income to net cash

provided by operating activities

Depreciation and amortization

9,864

946

Changes in operating Assets and Liabilities:

Decrease (increase) in:

Accounts receivable

749

(1,001)

Increase (decrease) in:

Accrued liabilities

30,146

8,587

Net Cash Provided (Used) in Operating Activities

(7,778)

10,456

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment

(2,080)

(343)

Repayment of related party payable

10,297

(13,578)

Net Cash Provided (Used) by Investing Activities

8,217

(13,921)

CASH FLOWS FROM FINANCING ACTIVITIES

Increase in Long term debt

-

-

Net Cash Provided by Financing Activities

-

-

NET INCREASE IN CASH

439

(3,465)

CASH AT BEGINNING OF PERIOD

1,524

4,989

CASH AT END OF PERIOD

$

1,963

$

1,524

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

F-49



SUMMIT DIGITAL, INC.

Notes to the Financial Statements

December 31, 2011 and 2010

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and Organization

Summit  Digital,  Inc.  ("SDI"  or  the  "Company"),  was  originally  incorporated  in  the  State  of  Nevada  on

April   21,   2009.     On   June   7,   2011,  the  Company  changed   its   corporate   domicile   from  Nevada   to

Wyoming.    The  Company  is  a  Michigan-based  Multi-System  Operator  (MS0)  providing  Cable  TV,

Broadband   Internet,   Voice   Telephony  and   related   services.     SDI   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.

Accounting Basis

The  Company’s  financial  statements  are  prepared  using  the  accrual  basis  of  accounting  in  accordance

with   accounting   principles   generally   accepted   in   the   United   States.     The   Company   has   elected   a

December 31 fiscal year end.

Use of Estimates

The  preparation  of  financial  statements  in  conformity  with  generally  accepted  accounting  principles

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.

Cash and Cash Equivalents

The  Company  considers  all  highly  liquid  investments  with  original  maturities  of  three  months  or  less  to

be cash or cash equivalents.

Accounts Receivable

Trade  accounts  receivable  are  recorded  at  the  invoiced  amount  and  do  not  bear  interest.  The  Company

keeps  a  very tight  credit  and  collection  policy.   Late,  or  no  pays  are  assessed  each month.   Determination

of  collectability  is  assessed  and  service  shut  off  when  determination  is  adverse.  Accounts  receivable

balances  are  written  off  immediately  after  determination  has  been  made.  The  Company’s  accounts

receivable was $19,590 and $20,339 at December 31, 2011and 2010, respectively.

Fair Value of Financial Instruments

The  Company’s  financial instruments  as  defined  by ASC  820,  “disclosures  about  Fair  Value  of Financial

Instruments,”   include   cash,   trade   accounts   receivable,   accounts   payable   and   accrued   expenses   and

advances  from  affiliates.   All  instruments  are  accounted  for  on  a  historical  cost  basis,  which  due  to  the

short maturity of these financial instruments approximates fair value at December 31, 2011 and 2010.

Impaired Asset Policy

The  Company  has  adopted  ASC  360,  “Accounting  for  Impairment  or  Disposal  of  Long-Lived  Assets.”

In  complying  with  these  standards,  the  company  reviews  its  long-lived  assets  to  determine  if  any  events

or changes in circumstances have transpired which indicate that the carrying value of its assets may not be

recoverable.    The  company  determines  impairment  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.

F-50



SUMMIT DIGITAL, INC.

Notes to the Financial Statements

December 31, 2011 and 2010

NOTE  1  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

(CONTINUED)

Dividend Policy

The  Company  has  not  adopted  a  policy  regarding  payment  of  dividends.   No  dividends  have  been  paid

during any of the periods shown.

Revenue Recognition

The  Company recognizes  revenue  when  goods  or  services  are  delivered  to  and  accepted  by the  customer

and collection is reasonably assured.

Advertising Costs

The  Company’s  policy  regarding  advertising  is  to  expense  advertising  when  incurred.  The  Company

incurred  $2,562  and  $766  in  advertising  expense  for  the  years  ended  December  31,  2011  and  2010,

respectively.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided for on a

straight-line  basis  over  the  estimated  useful  lives  of  the  assets  per  the  following  table.  Expenditures  for

additions and improvements are capitalized while repairs and maintenance are expensed as incurred.

Category

Depreciation Term

Office and cable/internet equipment

5 years

Cable plant and head end assets

20 years

Provision for Taxes

Deferred  taxes   are   provided   on   a   liability  method   whereby  deferred   tax  assets   are   recognized   for

deductible  temporary  differences  and  operating  loss  and  tax  credit  carry  forwards  and  deferred  tax

liabilities  are  recognized  for  taxable  temporary  differences.  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, in the opinion of management, it is more 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.

The  Company  applies  ASC  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  provisions  of  enacted  tax  laws  to

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

The  Company  adopted  ASC  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.

F-51



SUMMIT DIGITAL, INC.

Notes to the Financial Statements

December 31, 2011 and 2010

NOTE  1  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

(CONTINUED)

Recent Accounting Pronouncements

The  Company  has  evaluated  recent  accounting  pronouncements  and  their  adoption  has  not  had  or  is  not

expected to have a material impact on the Company’s financial position, or statements.

NOTE 2 - GOING CONCERN

The  Company's  financial  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.    The  Company  has  not  yet  established  an

ongoing  source  of  revenues  sufficient  to  cover  its  operating  costs  and  allow  it  to  continue  as  a  going

concern.    The  ability  of  the  Company  to  continue  as  a  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.

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

from  management  and  significant  shareholders  sufficient  to  meet  its  minimal  operating expenses,  and  (2)

seeking 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  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   eventually  secure   other   sources   of

financing  and  attain  profitable  operations.    The  accompanying  financial  statements  do  not  include  any

adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31, 2011 and 2010:

2011

2010

$

Office and cable/internet equipment

$

175,000

175,000

Cable plant and head end assets

6,921

4,842

Total property and equipment

181,921

179,842

Less: accumulated depreciation

(10,943)

(1,079)

Equals: Property and equipment, net

$

170,978    $

178,763

NOTE 4 - RELATED PARTY PAYABLE

Long  term  debt  represents  payable  to   Summit  Digital  Holdings,  Inc.  which  is  the  parent  company  of

Summit  Digital  Inc.  Summit  Digital  Inc.  is  a  wholly  owned  subsidiary  of  Summit  Digital  Holdings,  Inc.

Summit  Digital  Inc.  owed  $171,719  and  $161,422  at  December  31,  2011  and  2010  respectively  to

Summit Digital Holdings, Inc.  These advances bear no interest, are uncollateralized and due on demand.

F-52



SUMMIT DIGITAL, INC.

Notes to the Financial Statements

December 31, 2011 and 2010

NOTE 5 – INCOME TAXES

The  calculation  of  the  Company’s  tax  provision  involves  the  application  of  complex  tax  rules  and

regulations  in  multiple  jurisdictions  throughout  the  world.  The  Company makes  estimates  and  judgments

in  determining  income  tax  expense  for  financial  statement  purposes.  These  estimates  and  judgments  are

made  in  the  calculation  of  tax credits,  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.

The Company recognizes the effect of income tax positions only when it is more likely than not that these

positions will be sustained. Recognized income tax positions are 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.

Deferred tax assets and liabilities are recognized for temporary differences between financial 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 Company considers future taxable income and ongoing prudent and feasible tax planning strategies in

assessing the need for the valuation allowance. 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.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

The Company leases its office facilities under an operating lease on a month to month basis.

NOTE 7 – BUSINESS COMBINATION

Acquisitions  made  by  the  Company  are  accounted  for  under  the  purchase  method  of  accounting.  Under

this   method,   the   estimated  fair   value   of  assets  acquired   and   liabilities   assumed   and  the   results   of

operations of the acquired business  are included in the Company’s  financial statements  from the  effective

date of the acquisition.

NOTE 8 - GOODWILL

The Company evaluates the recoverability of goodwill annually in the fourth quarter or sooner if events or

changes  in  circumstances  indicate  that  the  carrying  amount  may  not  be  recoverable.  When  the  Company

determines  that  there  is  an  indicator  that  the  carrying  value  of  goodwill  may  not  be  recoverable,  the

Company measures  impairment  based  on  estimates  of  future  cash  flows.  Impairment,  if  any,  is  measured

based on an implied fair value model that determines the carrying value of goodwill.

NOTE 9 - SUBSEQUENT EVENTS

In accordance with ASC 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.

F-53



INDEX TO UNAUDITED CONSOLIDATED PRO-FORMA FINANCIAL STATEMENTS

September 30, 2012 and December 31, 2011

Page

Introduction to Pro-Forma Financial Statements

F-55

Pro-Forma Balance Sheets as at September 30, 2012, December 31, 2011

F-56

Pro-Forma Statements of Operations for the nine months ended September 30, 2012

F-57

Pro-Forma Statements of Operations for the year ended December 31, 2011

F-58

Notes to Pro-Forma Financial Statements

F-59

F-54



INTRODUCTION TO UNAUDITED PRO-FORMA CONSOLIDATED

BALANCE SHEETS AND STATEMENTS OF OPERATIONS

September 30, 2012 and December 31, 2011

The following unaudited pro-forma consolidated 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), pursuant to their July 12, 2012 share exchange agreement, and are based on the estimates and

assumptions set forth below and in the notes to such statements which include pro-forma adjustments.

This pro-forma information has been prepared utilizing the historical financial statements of WWA Group

and Summit. This information should be read in conjunction with the historical financial statements and

notes thereto. The pro-forma financial data has been included as required by the rules and regulations of

the Securities and Exchange Commission and is provided for comparative purposes only. The pro-forma

financial data does not purport to be indicative of the results which actually would have been obtained if

the purchase agreement had been effected on the date or dates indicated or of those results which may be

obtained in the future.

The acquisition was accounted for as 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 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 stock is that

of WWA Group, and the accumulated deficit is that of Summit Digital.

The unaudited pro-forma consolidated balance sheet set forth below represents the combined financial

position of WWA Group and Summit Digital as of September 30, 2012 and December 31, 2011, as if the

reverse acquisition had occurred on those dates.  The unaudited pro-forma consolidated 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 periods presented therein.

F-55



UNAUDITED CONSOLIDATED PRO-FORMA BALANCE SHEETS

September 30, 2012

WWA

Pro-forma

Pro-forma

Group

Summit

Adjustments

Consolidated

Cash

$

2,350

$

13,726

$

$

16,076

Receivables, net

56,629

56,629

Other Current Assets

7,260

8,528

15,788

Property and Equipment,

net

172,268

172,268

Total Assets

9,610

251,151

260,761

Accounts Payable

99,500

99,500

Accrued Expenses

6,696

6,696

Long Term Debt

167,364

167,364

Common Stock

23,842

99,000    (1)

122,842

Additional Paid in

Capital

4,472,830

(4,592,758)    (1)

(119,928)

Retained Earnings

(4,493,758)

(15,713)

4,493,758    (1)

(15,713)

Total Liabilities and

SE

$

9,610

$

251,151

$

-

$

260,761

(1)-WWAG issues 99,000,000 shares to Summit for 100% of Summit stock.

F-56



UNAUDITED CONSOLIDATED PRO-FORMA STATEMENTS OF OPERATIONS

Nine Months ended September 30, 2012

WWA

Pro-forma

Pro-forma

Group

Summit

Adjustments

Consolidated

Net Revenues

$

$

340,709

$

$

340,709

Cost of Goods Sold

176,584

176,584

Gross Income

164,125

164,125

Operating Expenses

76,153

192,254

268,407

-

Income (Loss) from

Operations

(76,153)

(28,129)

(104,282)

-

Other income (expense)

-

Interest expense

-

-

Interest income

-

-

Impairment of notes

receivable

-

-

Gain (loss) on equity

investment

105,168

105,168

Other income (expense)

106,565

39,973

146,538

Total Other income (expense)

211,733

39,973

251,706

Income before income taxes

135,580

11,844

147,424

Provision for income tax

-

-

-

Net Income

$      135,580

$

11,844

$

-

$

147,424

F-57



UNAUDITED CONSOLIDATED PRO-FORMA STATEMENTS OF OPERATIONS

December 31, 2011

WWA

Pro-forma

Pro-forma

Group

Summit

Adjustments

Consolidated

Net Revenues

$

$

434,971

$

$

434,971

Cost of Goods Sold

237,387

237,387

Gross Income

197,584

197,584

Operating Expenses

126,816

254,140

380,956

-

Loss from Operations

(126,816)

(56,556)

(183,372)

Other income (expense)

-

Interest expense

(1,644)

(1,644)

Interest income

68,541

68,541

Impairment of notes receivable

(1,711,003)

(1,711,003)

Loss on equity investment

(2,475,661)

(2,475,661)

Other income (expense)

(264,827)

8,020

(256,807)

Total Other income (expense)

(4,384,594)

8,020

(4,376,574)

Loss before provision for income

tax

(4,511,410)

(48,536)

(4,559,946)

Provision for income tax

-

-

-

Loss from continuing operations

(4,511,410)

(48,536)

(4,559,946)

Non controlling loss

(12,111)

-

(12,111)

Loss for the year

$    (4,499,299)

$

(48,536)

$

-

$

(4,547,835)

F-58



NOTES TO UNAUDITED CONSOLIDATED PRO-FORMA

BALANCE SHEETS AND STATEMENTS OF OPERATIONS

September 30, 2012 and December 31, 2011

The pro-forma consolidated financial statements do not purport to be indicative of the results which could

actually have been obtained if the purchase agreement had been consummated on the date or dates

indicated or which may be obtained in the future. The pro-forma adjustments were based on the

preliminary information available at the time of the preparation of the unaudited pro-forma consolidated

financial information.  In addition, the unaudited pro-forma consolidated financial information gives

effect only to the adjustments set forth in the accompanying notes and does not reflect any restructuring

or acquisition related costs, or any potential cost savings or other synergies that management expects to

realize as a result of the acquisition.  The unaudited pro-forma consolidated financial information,

including the notes thereto, are qualified in their entirety by reference to, and should be read in

conjunction with, the historical consolidated financial statements attached to this Information Statement.

The adjustments to the unaudited pro-forma consolidated financial information as of  and  in connection

with the proposed acquisition are presented below:

(1)   To record the acquisition of Summit Digital by WWA Group, Inc. as a recapitalization and to

record the issuance of 99,000,000 shares of the Corporation’s common stock.

F-59



ANNEX A

SHARE EXCHANGE AGREEMENT

This  Share  Exchange  Agreement  (this  Agreement”)  is  effective  July  12,  2012,  by  and  between  WWA

Group, Inc.,  a Nevada  corporation with its corporate office at 700 Lavaca St., Suite 1400, Austin, Texas,

U.S.A.  (“Company”),  and  Summit  Digital,  Inc.,  a  Wyoming  corporation  with  its  registered  office  at

13854  Lakeside  Circle,  Suite  248,  Sterling  Heights,  MI.  48313  (“SD”),  and  Summit  Digital  Holdings,

Inc. a Nevada corporation, the shareholder of SD (the “Shareholder”).

RECITALS

WHEREAS, the Shareholder owns one-hundred (100) shares of SD, par value $0.001 each, which shares

constitute  100%  of  the  issued  and  outstanding  shares  and  100%  of  the  ownership  of  SD  (the  “SD

Shares”); and

WHEREAS, the Company desires to acquire from the Shareholder, and the Shareholder desire to transfer

to the Company, the SD Shares in exchange for approximately ninety-nine-million (99,000,000) shares of

$0.001 par value common stock of the Company (the “Company Shares”).

AGREEMENTS

Now,  therefore,  in  consideration  of  the  premises,  the  mutual  promises  and  covenants  set  forth  in  this

Agreement,  and  for  other  good  and  valuable  consideration,  the  receipt  and  sufficiency  of  which  are

hereby acknowledged, the parties agree as follows:

ARTICLE 1

SHARE EXCHANGE

Section1.1

Exchange.   Upon  and  subject  to  the  terms  of  this  Agreement,  the  Company hereby agrees

to  issue  and  deliver  the  Company Shares  to the  Shareholder  in  exchange  for  the Shareholder’s  agreement

to assign, transfer and set over the SD Shares to the Company at the closing of this Agreement pursuant to

Article  2  hereof.  Following  the  exchange  of the  SD  Shares  for  the  Company Shares,  the  Shareholder  will

own  approximately  eighty  (80%)  of  the  issued  and  outstanding  shares  of  the  Company’s  common  stock

and SD will become a wholly owned subsidiary of the Company

Section  1.2      Share  Valuation Price.   The valuation of  the SD Shares shall  be deemed equivalent  to the

valuation of the Company Shares.

Section 1.3      Tax Free.   The exchange  of the SD  Shares for the Company Shares  will be deemed by the

parties to be a tax free exchange.

Section1.4

Securities  Restriction.  The  Company  Shares  will  be  restricted  for  a  period  of  at  least  six

(6) months from the date of issuance.

ARTICLE 2

CLOSING

Section2.1

Closing.  The  closing of the  transaction  contemplated hereby shall  take  place  on  or  before

August  20,  2012  (the  Closing”),  subject  to  the  approval  of  the  Company’s  stockholders  and  other  pre-

closing conditions, at which the parties shall make the deliveries provided in this Article 2.

1



ANNEX A

Section  2.2

SD’s  and  the  Shareholder’s  Deliveries  at  Closing.    At  the  Closing  or  as  soon  as

practicable  thereafter  SD  will  deliver  or  will  cause  the  Shareholder  to  deliver  to  the  Company  the

following:

(a)

Share certificates representing the SD Shares to be delivered to the Company;

(b)

Any consents required to transfer the SD Shares to the Company;

(c)

A  certified copy of the resolution  of the directors of SD  authorizing the execution and delivery of

this Agreement and all documents to be executed and delivered by SD at Closing;

(d)

All  discharges  and  notices  of  discharge,  estoppel  letters,  pay-out  letters  or  similar  discharging

documentation,  in  registrable  form  if  required,  which  are  necessary  or  desirable  to  effect  or  evince  the

discharge of any liens or encumbrances, all of which are satisfactory in form and content to the Company,

acting reasonably;

(e)

Such  other  documents,  certificates,  instruments  and  agreements  as  are  required  or  contemplated

to be delivered by SD or the Shareholder pursuant to this Agreement.

Section 2.3      The Company’s Deliveries at Closing.  At the Closing or as soon as practicable

thereafter, the Company shall deliver to SD and the Shareholder, as applicable:

(a)

Share certificates representing the Company Shares, issued to the Shareholder;

(b)

A certified copy of resolutions of the board of directors of the Company authorizing:

1.    the exchange of shares by the Company;

2.    the execution and delivery of this Agreement  and all  documents to be  executed and delivered

by the Company at Closing;

3.    the appointment of Tom Nix and Stephen Spencer to the Company’s board of directors (2 of

3 board members) effective as of Closing;

(c)

Such other documents, certificates, instruments and agreements as are required or contemplated

to be delivered by the Company pursuant to this Agreement.

ARTICLE 3

CONDITIONS PRECEDENT TO CLOSING

Section  3.1

Conditions  Precedent  to  Obligations  of  the  Company.  The  obligations  of  the  Company

under this Agreement to consummate the Closing contemplated hereby shall be subject to the satisfaction,

or the waiver of the Company, on or before the Closing, of the following conditions:

(a)

Representations  and  Warranties  True.  The  representations  and  warranties  of  SD  shall  be  in  all

material  respects  true  and  accurate  as  of  the  date  when  made,  and,  except  as  to  representations  and

warranties which are expressly limited to a state of facts existing at a time prior to the Closing, shall be in

all material respects true and accurate at and as of the Closing.

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ANNEX A

(b)

Performance  of  Covenants.  SD  shall  have  performed  and  complied  in  all  material  respects  with

each  and  every  covenant,  agreement  and  condition  required  by  this  Agreement  to  be  performed  or

complied with by it prior to or as of the Closing.

(c)

No  Governmental  or  Other  Proceeding  or  Litigation.  No  order  of  any  court  or  administrative

agency  shall  be  in  effect  which  restrains  or  prohibits  any  transaction  contemplated  hereby;  and  no  suit,

action,   other   than   the   exercise   of   dissenters'   rights,   investigation,   inquiry   or   proceeding   by   any

governmental  body or  other  person or entity shall be  pending or threatened  against  SD or the Shareholder

which  challenges  the  validity  or  legality,  or  seeks  to  restrain  the  consummation,  of  the  transactions

contemplated hereby.

(d)

Closing Documentation. The Company shall  have received the  deliveries identified in  Section 2.2

and such additional documentation at the Closing as the Company and its counsel may reasonably require

to evidence compliance by SD and the Shareholder with all of their obligations under this Agreement.

Section 3.2

Conditions Precedent to Obligations of SD and the Shareholder.   The obligations of SD

and  the  Shareholder  under  this  Agreement  to  consummate  the  Closing  contemplated  hereby  shall  be

subject  to  the  satisfaction,  or  to  the  waiver  by  SD  and  the  Shareholder,  on  or  before  the  Closing,  of  the

following conditions:

(a)

Representations  and  Warranties  True.  The  representations  and  warranties  of  the  Company  shall

be  in  all  material  respects  true  and  accurate  as  of  the  date  when  made,  and,  except  as  to  representations

and  warranties  which  are  expressly limited  to  a  state  of  facts  existing  at  a  time  prior  to  the  Closing,  shall

be in all material respects true and accurate at and as of the Closing.

(b)

Performance  of  Covenants.  The  Company  shall  have  performed  and  complied  in  all  material

respects  with  each  and  every  covenant,  agreement  and  condition  required  by  this  Agreement  to  be

performed or complied with by it prior to or as of the Closing.

(c)

No  Governmental  or  Other  Proceeding  or  Litigation.  No  order  of  any  court  or  administrative

agency  shall  be  in  effect  which  restrains  or  prohibits  any  transaction  contemplated  hereby;  and  no  suit,

action,   other   than   the   exercise   of   dissenters'   rights,   investigation,   inquiry   or   proceeding   by   any

governmental  body  or  other  person  or  entity  shall  be  pending  or  threatened  against  the  Company  which

challenges the validity or legality, or seeks to restrain the consummation, of the transactions contemplated

hereby.

(d)

Closing  Documentation.  SD  and  the  Shareholder  shall  have  received  the  deliveries  identified  in

Section 2.3 and such additional  documentation at the Closing as SD, the Shareholder, and their respective

counsel  may  reasonably  require  that  evidences  the  Company’s  compliance  with  all  of  its  obligations

under this Agreement.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF SD

SD represents and warrants to the Company, as of the date of this Agreement, as follows:

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ANNEX A

Section  4.1

Organization,  Good  Standing  and  Qualification.  SD  is  a  corporation  duly  organized,

validly  existing  and  in  good  standing  under  the  laws  of  Wyoming.   SD  has  all  requisite  corporate  power

and authority to own and operate its  properties and assets, to execute and deliver  this Agreement, to carry

out  the  provisions  of  this  Agreement  and  to  carry  on  business  as  presently  conducted  and  as  presently

proposed  to  be  conducted.  SD  is  qualified  and  authorized  to  do  business  and  is  in  good  standing  in  each

jurisdiction  in  which  the  nature  of  its  activities  and  of  its  properties  (both  owned  and  leased)  makes  such

qualification  necessary,  except  for  those  jurisdictions  in  which  failure  to  do  so  would  not  have  a  material

adverse  effect  on  SD  or  its  business.  SD  is  not  a  participant  in  any  joint  venture,  partnership  or  similar

arrangement  nor will it own equity securities in  other corporations, limited partnerships or  similar entities

at Closing.

Section4.2

Capitalization;  Voting  Rights.   The  issued  and  outstanding  capital  shares  of  SD  consist

of  one-hundred  (100)  shares,  par  value  $0.001.  All  issued  and  outstanding  shares  (i) have  been  duly

authorized  and  validly  issued,  (ii) are  fully  paid  and  non-assessable,  and  (iii) were  issued  in  compliance

with all applicable laws concerning the issuance of securities. There are  no  outstanding options,  warrants,

rights   (including  conversion   or  preemptive  rights  and   rights   of  first   refusal),  proxy  or  shareholder

agreements,  or  agreements  of  any  kind  for  the  purchase  or  acquisition  from  SD  of  its  securities.  When

transferred  in  compliance  with  the  provisions  of  this  Agreement,  the  SD  Shares  will  be  validly  issued,

fully paid  and  non-assessable,  and  will  be  free  of  any liens  or  encumbrances;  provided,  however, that  the

SD  Shares  may  be  subject  to  restrictions  on  transfer  subject  to  applicable  laws  as  set  forth  herein  or  as

otherwise required by such laws at the time a transfer is proposed.

Section   4.3

Authorization;   Binding   Obligations.     All   corporate   action   on   the   part   of   SD,   its

management  and  the  Shareholder  necessary  for  the  authorization  of  this  Agreement,  the  performance  of

all  obligations  of  SD  hereunder  at  the  Closing,  the  sale,  transfer  and  delivery  of  the  SD  Shares  pursuant

hereto has been taken or will be taken prior to the Closing. The Agreement, when executed and delivered,

will  represent  a valid  and binding obligation  of SD enforceable in accordance  with its  terms,  except  (i) as

limited   by  applicable   bankruptcy,   insolvency,   reorganization,   moratorium   or   other   laws   of   general

application  affecting  the  enforcement  of  creditors’  rights;  and  (ii) as  limited  by  general  principles  of

equity that  restrict  the  availability of  equitable  remedies.   The  exchange  of  the  SD  Shares  is  not  and  will

not  be  subject  to  any  preemptive  rights  or  rights  of  first  refusal  that  have  not  been  properly  waived  or

complied with.

Section  4.4

Financial  Statements;  Interim Changes.   SD  has  delivered  to  the  Company its  audited

balance  sheet  and  statements  of  operations  and  its  unaudited  balance  sheet  and  statements  of  operations

(the  Financials”)  as  at  December  31,  2011  and  December  31,  2010  and  at  March  31,  2011  and  March

31,  2012  respectively  (the  “Statement  Dates”)  prepared  in  accordance  with  GAAP,  as  required  for

compliance  with  securities  and  regulatory bodies,  including  the  provisions  of  Rule  3-05(b)  of  Regulation

S-X.  The  Financials  are  complete  and  correct  in  all  material  respects  and  presents  fairly  the  financial

condition of SD as of the Statement Dates.  .

Section  4.5      Liabilities.   SD  has  no  material  liabilities  and,  to  the  best  of  its  knowledge,  knows  of  no

material  contingent  liabilities  not  disclosed  in  the  Financials,  except  current  liabilities  incurred  in  the

ordinary  course  of  business  subsequent  to  the  Statement  Date  which  have  not  been,   either  in  any

individual case or in the aggregate, materially adverse.

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ANNEX A

Section 4.6     Agreements; Action.

(a)

There are no agreements, understandings, instruments, contracts, proposed transactions, judgments,

orders,  writs  or  decrees  to  which  SD  is  a  party  or  to  its  knowledge  by  which  it  is  bound  which  may

involve  (i) the  license  of  any  proprietary  right  to  or  from  SD,  (ii) provisions  restricting  or  affecting  the

business SD, or (iii) indemnification by SD with respect to the infringement of proprietary rights.

(b)

SD has not (i) declared or paid any dividends, or authorized or made any distribution upon or with

respect to any its capital shares, (ii) incurred any indebtedness for money borrowed or any other liabilities

except   than   with   respect   to   dividend   obligations,   distributions,   indebtedness   and   other   obligations

incurred in the ordinary course of business as disclosed in the Financials, (iii) made any loans or advances

to  any  person,  other  than  ordinary  advances  for  travel  expenses,  or  (iv) sold,  exchanged  or  otherwise

disposed  of  any  of  its  assets  or  rights,  other  than  the  sale  of  its  inventory  in  the  ordinary  course  of

business.

Section4.7      Changes.    Since  the  most  recent  of  the  Statement  Dates,  there  has  not  been  to  SD’s

knowledge:

(a)

Any change  in  the  assets,  liabilities,  financial  condition  or  operations  of  SD  from  that  reflected  in

the Financials, other than changes in the ordinary course of business, none of which individually or  in the

aggregate  has  had  or  is  expected  to  have  a  material  adverse  effect  on  such  assets,  liabilities,  financial

condition or operations of SD;

(b)

Any material change, except in the ordinary course of business, in the contingent obligations of SD

by way of guaranty, endorsement, indemnity, warranty or otherwise;

(c)

Any  damage,  destruction  or  loss,  whether  or  not  covered  by  insurance,  materially  and  adversely

affecting the properties, business or prospects or financial condition of SD;

(d)      Any waiver by SD of a valuable right or of a material debt owed to it;

(e)

Any  direct  or  indirect  loans  made  by  SD  to  any  employee,  manager  or  shareholder  of  SD,  other

than advances made in the ordinary course of business;

(f)

Any   material   change   in   any   compensation   arrangement   or   agreement   with   any   employee,

manager or shareholder; or

(g)

Any  debt,   obligation   or   liability  incurred,   assumed  or   guaranteed   by  SD,   except   those   for

immaterial amounts and for current liabilities incurred in the ordinary course of business.

Section 4.8

Expertise. SD has the necessary expertise and know-how to fulfill  its obligations pursuant

to this Agreement.

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ANNEX A

Section  4.9

Title  to  Properties  and  Assets.  SD  has  good  and  marketable  title  to  its  properties  and

assets,  including  without  limitation  the  properties  and  assets  reflected  in  the  Financials,  and  good  title  to

its  leasehold  estates,  in  each  case  subject  to  mortgages,  pledges,  liens,  encumbrances  or  other  charges,

including   (i) those   resulting   from   taxes   which   have   not   yet   become   delinquent,   (ii) liens   and

encumbrances  which  may  materially  detract  from  the  value  of  the  property  subject  thereto  or  materially

impair  the  operations  of  SD,  and  (iii) those  that  have  otherwise  arisen  in  the  ordinary course  of  business.

All  facilities,  machinery,  equipment,  fixtures,  vehicles  and  other  properties  owned,  leased  or  used  by SD

are  in  good  operating  condition  and  repair  and  are  reasonably  fit  and  usable  for  the  purposes  for  which

they are being used.

Section 4.10

SD’s Business.  SD holds all of the rights, permits, licenses, and approvals to provide

services pursuant to its business. SD is not dependent on one or a few customers in the operation of its

business.

Section  4.11

Compliance  with  Other  Instruments.   SD  is  not  in  violation  or  default  of  any term  of

its governing documents,  or  of any provision of any mortgage,  indenture,  contract,  agreement, instrument

or  contract  to  which  it  is  party  or  by  which  it  is  bound  or  of  any  judgment,  decree,  order,  writ  or,  to  its

knowledge,  any  statute,  rule  or  regulation  applicable  to  SD  which  would  materially  and  adversely  affect

the   business,   assets,   liabilities,   financial   condition,   operations   or   prospects   of   SD.   The   execution,

delivery,  and  performance  of  and  compliance  with  this  Agreement,  and  the  exchange  of  the  SD  Shares

pursuant to this Agreement,  will  not,  with or without the  passage of time  or giving of notice, result in  any

such  material  violation,  or  be  in  conflict  with  or  constitute  a  default  under  any such  term,  or  result  in  the

creation  of  any mortgage,  pledge,  lien, encumbrance  or  charge  upon  any of the  properties  or  assets  of SD

or  the  suspension,  revocation,  impairment,  forfeiture  or  nonrenewal  of  any  permit  license,  authorization

or approval applicable to SD, its business or operations or any of its assets or properties.

Section  4.10

Litigation.   There  is  no  action,  suit,  proceeding,  or  investigation,  pending,  or  to  SD’s

knowledge,   currently   threatened   against   SD   that   questions   the   validity   of   this   Agreement,   or   to

consummate  the  transactions  contemplated  hereby,  or  which  might  result,  either  individually  or  in  the

aggregate,  in  any  material  adverse  change  in  the  assets,  condition,  affairs  or  prospects  of  SD,  financially

or otherwise, or any change in the current equity ownership of SD, nor is SD aware that there is any basis

for  the foregoing.   The foregoing includes, without  limitation, actions  pending or threatened (or any basis

therefore   known   to   SD)   involving   the   prior   employment   of   any  of   SD’s   employees,   their   use   in

connection  with  SD’s  business  of  any  information  or  techniques  allegedly  proprietary  to  any  of  their

former  employers,  or  their  obligations  under  any  agreements  with  prior  employers.  SD  is  not  a  party  or

subject  to  the  provisions  of  any  order,  writ,  injunction,  judgment  or  decree  of  any  court  or  government

agency  or  instrumentality.   There  is  no  action,  suit,  proceeding  or  investigation  by  SD  currently pending

or which SD intends to initiate.

Section 4.11

Tax Returns and Payments.   SD has timely filed all  tax returns required to  be  filed by

it.  All  taxes  shown  to  be  due  and  payable  on  such  returns,  any  assessments  imposed,  and  to  SD’s

knowledge  all other taxes due and payable by SD  on or  before the Closing have  been paid or  will be paid

prior to the time they become delinquent.   SD has not been advised (i) that  any of its returns  have been or

are being audited as of the date hereof,  or (ii) of any deficiency in  assessment or proposed judgment to its

taxes.  SD  has  no  knowledge  of  any  liability  of  any  tax  to  be  imposed  upon  its  properties  or  assets  as  of

the date of this Agreement that is not adequately provided for.

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ANNEX A

Section4.12

Employees.   No  employee  has  any  agreement  or  contract,  written  or  verbal,  regarding

their employment. SD is not  a party to  or  bound by any currently effective employment contract, deferred

compensation  arrangement, bonus  plan,  incentive  plan,  profit  sharing plan,  retirement  agreement  or  other

employee  compensation  plan  or  agreement.  To  SD’s  knowledge,  no  employee  of  SD,  nor  any consultant

with  whom  SD  has  contracted,  is  in  violation  of  any  term  of  any  employment  contract,  proprietary

information agreement  or any other agreement relating to the right  of any such individual to be employed

by,  or  to  contract  with,  SD  because  of  the  nature  of  the  business  to  be  conducted  by  SD;  and  to  SD’s

knowledge  the  continued  employment  by  SD  of  its  present  employees,  and  the  performance  of  SD’s

contracts  with  its  independent  contractors,  will  not  result  in  any  such  violation.  SD  has  not  received  any

notice  alleging  that  any  such  violation  has  occurred.  No  employee  of  SD  has  been  granted  the  right  to

continued employment by SD or to any material compensation following termination of employment with

SD.   SD  is  not  aware  that  any  manager  or  key employee,  or  that  any  group  of  key  employees,  intends  to

terminate  their  employment  with  SD,  nor  does  SD  have  a  present  intention  to  terminate  the  employment

of any manager, key employee or group of key employees.

Section  4.13

Compliance  with  Laws;  Permits.    To  its  knowledge,  SD  is  not  in  violation  of  any

applicable  statute,  rule,  regulation,  order  or  restriction  of  any  domestic  or  foreign  government  or  any

instrumentality  or  agency  thereof  in  respect  of  the  conduct  of  its  business  or  the  ownership  of  its

properties  which  violation  would  materially and  adversely affect  the  business,  assets,  liabilities,  financial

condition,  operations  or  prospects  of  SD.  No  governmental  orders,  permissions,  consents,  approvals  or

authorizations  are  required  to  be  obtained  and  no  registrations  or  declarations  are  required  to  be  filed  in

connection  with  the  execution  and  delivery of this  Agreement and the  exchange  of  the  SD  Shares,  except

such  as has  been  duly and  validly obtained  or  filed,  or  with  respect  to  any filings  that  must  be  made  after

the Closing, as  will be filed in  a timely manner. SD has all permits and licenses  and  any similar  authority

necessary for the conduct of its business as now being conducted by it, the lack of  which could materially

and  adversely  affect  the  business,  properties,  prospects  or  financial  condition  of  SD  and  believes  it  can

obtain,  without  undue  burden  or  expense,  any similar  authority for  the  conduct  of  its  business  as  planned

to be conducted.

Section  4.14

Environmental  and  Safety  Laws.    To  its  knowledge,  SD  is  not  in  violation  of  any

applicable  statute,  law or  regulation  relating  to  the  environment  or  occupational  health  and  safety,  and  to

its  knowledge,  no  material expenditures  are  or  will  be required  in order  to  comply with  any such  existing

statute, law or regulation.

Section  4.15

Offering  Valid.    Assuming  the  accuracy  of  the  representations  and  warranties  of

Company contained in Article 5 hereof, the offer, and exchange of the SD Shares will be exempt from the

registration  requirements  of  all  applicable  securities  laws  and  will  have  been  registered  or  qualified  (or

are exempt from registration and qualification) under the registration, permit or qualification requirements

of all applicable securities laws.

Section  4.16

Full  Disclosure.    To  SD’s  knowledge  and  belief,  this  Agreement,  and  any  certificate

expressly delivered  by SD  to  the  Company or  its  attorneys  or  agents  in  connection  herewith  or  therewith

or  with  the  transactions  contemplated  hereby  or  thereby,  neither  contain  any  untrue  statement  of  a

material  fact  nor,  to  SD’s  knowledge  and  belief,  omit  to  state  a  material  fact  necessary  in  order  to  make

the  statements  contained  herein  or  therein  not  misleading.   To  SD’s  knowledge  and  belief,  there  are  no

facts  which  (individually  or  in  the  aggregate)  materially  adversely  affect  the  business,  assets,  liabilities,

financial  condition  or  operations  of  SD  that  have  not  been  set  forth  in  the  Agreement  or  in  other

documents expressly delivered to the Company or its attorneys or agents in connection herewith.

7



ANNEX A

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF COMPANY

The Company represents and warrants to SD and the Shareholder, as of the date of this Agreement

and as of Closing, as follows:

Section 5.1

Authority. The Company has all requisite right, power, authority and capacity to execute,

deliver  and  perform  this  Agreement.   This  Agreement  has  been  duly  and  validly  executed  and  delivered

by the Company. This Agreement is the valid and binding obligation of the Company, enforceable against

the  Company  in  accordance  with  its  terms,  except  as  enforceability  may  be  limited  by  (a)  applicable

bankruptcy,  insolvency,  reorganization,  arrangement,  moratorium,  fraudulent  conveyance,  redemption,

reinstatement,  and  other  laws  affecting  the  rights  or  remedies  of  creditors  generally  and  (b)  general

principles of equity.

Section 5.2     Capitalization; Voting Rights.  The issued and outstanding capital shares of the Company

consist   of   twenty   three   million,   eight   hundred   forty   one   thousand,   nine   hundred   and   twenty   two

(23,841,922)  shares,  par  value  $0.001.  The  Company  has  resolved  to  issue  an  additional  six-hundred

thousand  (600,000)  shares  from  its  treasury  in  July  2012  to  settle  the  Company’s  debts  as  of  June  30,

2012, resulting in a total pro-forma issued and outstanding share count as of the date of this Agreement of

24,441,922  shares.   All  issued  and  outstanding  shares  (i) have  been  duly  authorized  and  validly  issued,

(ii) are  fully  paid   and   non-assessable,   and   (iii) were  issued   in   compliance  with   all   applicable   laws

concerning  the  issuance  of  securities.  There  are  no  outstanding  options,  warrants,  rights  (including

conversion   or   preemptive   rights   and   rights   of   first   refusal),   proxy   or   shareholder   agreements,   or

agreements  of  any  kind  for  the  purchase  or  acquisition  from  the  Company  of  its  securities.  When

transferred  in  compliance  with  the  provisions  of  this  Agreement,  the  Company  Shares  will  be  validly

issued,  fully paid  and  non-assessable,  and  will  be  free  of  any liens  or  encumbrances;  provided,  however,

that  the  Company Shares  will  be  subject  to  restrictions  on  transfer  subject  to  applicable  laws  as  set  forth

herein or as otherwise required by such laws at the time a transfer is proposed.

Section  5.3

Investment.  The  Company  is  acquiring  the  SD  Shares  for  investment  purposes,  and  not

with a view to distribution or resale thereof in violation of applicable securities laws and regulations.

Section 5.4    No Conflicts.  The execution, delivery and performance by the Company of this Agreement

does  not  and  will  not:   (a)  conflict  with,  violate,  result  in  a  breach  of  or  constitute  a  default  under  any

agreement, instrument or  obligation to  which the Company is  a party or  by which the Company is  bound;

(b)  conflict  with  or  violate  any  order,  judgment,  decree,  statute,  rule  or  regulation  applicable  to  the

Company;  or  (c)  require  any  consent,  approval  or  authorization  of,  or  filing  with,  any  governmental

authority or any other third party.

Section  5.5      Litigation.    There  is  no  action,  suit,  proceeding  or  investigation  pending,  or  to  the

Company’s knowledge threatened, against the Company which questions or challenges the validity of this

Agreement or  any action to be taken by the  Company pursuant to this  Agreement, and,  to the Company’s

knowledge, there is no basis for any such action, suit, proceeding or investigation.

Section  5.6

Current  Regulatory  Reporting.   To  the  Company’s  knowledge,  the  Company is  current

and compliant with all of its state and federal regulatory filings.

8



ANNEX A

ARTICLE 6

INDEMNIFICATION

Section  6.1

Indemnification  by  SD.    From  and  after  the  Closing,  SD  shall  indemnify  and  hold

harmless  the Company from  and  against  any and  all  losses,  liabilities,  claims,  demands,  causes  of  action,

costs  and  expenses  (including,  without  limitation,  reasonable  attorneys’  fees)  (collectively,  Claims”)

arising  out  of  or  resulting  from:  (a)  any  representation  or  warranty  of  SD,  as  the  case  may  be,  in  this

Agreement  not  being  true  and  accurate  when  made  or  when  required  by  this  Agreement  to  be  true  and

accurate;  or  (b)  any  failure  by  SD,  as  the  case  may  be,  to  perform  any  of  its  covenants,  agreements  or

obligations in this Agreement.

Section  6.2      Indemnification  by  the  Company.    From  and  after  the  Closing,  the  Company  shall

indemnify and  hold  harmless  SD  and  the  Shareholder  from  and  against  any and  all  Claims  arising  out  of

or resulting from: (a) any representation or warranty of the Company in this Agreement not being true and

accurate when made or  when required by this Agreement to be true and accurate; or (b) any failure by the

Company to perform any of its covenants, agreements or obligations in this Agreement.

Section  6.3      Procedure  for  Indemnification.   No  party shall  be  entitled  to  indemnification  under  this

Article  6  until  such  party  (the  Indemnified  Party”)  shall  have  given  the  party  obligated  to  provide

indemnification  hereunder  (the  Indemnifying  Party”)  written  notice  of  the  claim  for  indemnification

and,  if  such  claim  for  indemnification  arises  out  of  any  claim,  suit,  action  or  proceeding  by  a  third  party

against  the  Indemnified  Party,  unless  and  until  the  Indemnified  Party  shall  have  given  the  Indemnifying

Party  prompt  written  notice  of  such  third-party  claim  and  the  Indemnifying  Party  has  been  offered  the

right, at the sole expense of the Indemnifying Party, to participate in the defense of such third-party claim.

If  the  Indemnifying Party elects to assume the defense  of  such a third-party claim,  it  shall  not  be liable to

the  Indemnified  Party  for  any  legal  or  other  expense  subsequently  incurred  by  the  Indemnified  Party  in

connection with the defense thereof.   The  Indemnifying Party shall not be liable  for any settlement of any

action  or  claim  effected  without  the  prior  written  consent  of  the  Indemnifying  Party,  which  consent  shall

not be unreasonably withheld.

Section 6.4

No Bar.   The provisions of this Article 6 shall not limit in any way the claims which may

be made by the parties at law or in equity for any breach by any such party of the terms of this Agreement

or any document or instrument delivered pursuant hereto.

ARTICLE 7

MISCELLANEOUS

Section7.1

Brokers.   Each  party  represents  to  the  other  parties  that  it  has  not  engaged  any  broker,

finder or intermediary in connection with the transactions contemplated by this Agreement.

Section7.2

Expenses.    All  legal  and  other  expenses  incurred  by  any  party  in  connection  with  this

Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees.

Section 7.3      Survival.  Each of the covenants, representations and warranties of the parties made herein

shall  survive  the  Closing  and  shall  not  be  merged  in  the  consummation  of  the  transactions  contemplated

hereby.

9



ANNEX A

Section7.4

Notices.   All  notices  and  other  communications  under  this  Agreement  shall  be  in  writing

and  shall  be  sent  by  certified  or  registered  mail,  return  receipt  requested,  by  personal  delivery,  or  by

facsimile  addressed  to  the  appropriate  party  at  the  address  or  facsimile  number  set  forth  below  or  such

other  address  or  facsimile  number  as  the  party  may  designate  by  notice  given  in  accordance  with  this

Section  7.4.   Notice shall be  deemed  validly given  on the  date  of receipt  as shown  on the return receipt  if

delivered  by  certified  or  registered  mail,  on  the  date  of  delivery  if  done  by  personal  delivery  and  upon

confirmation  of  receipt  if  sent  by  facsimile  with  receipt  confirmed.   Notice  shall  also  be  deemed  validly

given  on  the  date  that  a  party rejects  or  refuses  to  accept  delivery or  the  date  of  an  inability to  effectuate

delivery  because  of  a  changed  address  or  facsimile  number  of  which  no  notice  was  given  in  accordance

with this Section 7.4.

If to the Company to:

WWA Group, Inc.

attn: Eric Montandon

700 Lavaca St., Suite 1400

Austin, Texas

U.S.A.

Tel: (480) 505-0070

Fax: (480) 505-0071

Email: eric@asia8.com

If to SD to:

Summit Digital Inc.

attn: Tom Nix

13854 Lakeside Circle, Suite 248,

Sterling Heights, MI. 48313

Phone: 231-825-2500

Fax:

Email: info@summitdigital.us

Section  7.5

Due  Diligence.  The  Company  shall  give  SD  and  SD  shall  give  the  Company  and  their

respective  representatives  full  access  to  any  personnel  and  all  properties,  documents,  books,  records  and

operations  relating  to  the  transaction  contemplated  herein  within  a  reasonable  amount  of  time  from  the

date of any such request, but in each such case within ten (10) business days from the date of request.  All

such requests for access shall be delivered pursuant to Section 7.4.

Section  7.6

Confidentiality.  The  existence  and  the  terms  of  this  Agreement  shall  be  maintained  in

confidence   by   the   parties   hereto   and   their   respective   officers,   directors   and   employees   except   as

compelled  to  be  disclosed  by  judicial  or  administrative  process  or  by  other  requirements  of  law,  legal

process,  rule  or  regulation  (including  to  the  extent  required  in  connection  with  any  filings  made  by  the

parties  or  their  controlling  affiliates  with  the  Securities  and  Exchange  Commission).  Nevertheless,  all

public announcements,  notices or other  communications regarding such matters to third parties, including

without  limitation  any  disclosure  regarding  the  transactions  contemplated  hereby,  shall  require  the  prior

approval of all parties hereto.

10



ANNEX A

Section  7.7

Breach  and  Injunctive  Relief.  Each party agrees  that  if  it  commits  a  breach  or  threatens

to  commit  a  breach  of  any  of  the  provisions  of  this  Agreement,  then  the  other  party has  the  right  to  have

the  provisions  of  this  Agreement  specifically  enforced  by  a  court  in  the  State  of  Nevada,  it  being

acknowledged  and  agreed  that  any  such  breach  or  threatened  breach  will  cause  irreparable  injury  to  the

other  and  that  money damages  will  not  provide  an  adequate remedy.  If a  breach  occurs  and  is  not  wholly

remedied  by  specific  enforcement  of  this  Agreement,  the  offending  party  agrees  to  compensate  the

injured  party  for  adverse  consequences  that  result  directly  or  indirectly  from  the  breach.  The  parties

acknowledge  and  agree  that  injunctive  relief  is  appropriate  for  any  breach  or  threatened  breach  of  this

Agreement or the obligations hereunder.

Section 7.8     Arbitration.  The parties hereby submit all controversies, claims, and matters of difference

to  arbitration  in  Nevada,  by  a  single  arbitrator  according  to  the  Commercial  Arbitration  Rules  of  the

American Arbitration Association from time to time in force.   This submission and  agreement to arbitrate

shall  be  specifically enforceable.   Without  limiting  the  generality of  the  foregoing,  the  following  shall  be

considered  controversies  for  this  purpose:  (i) all  questions  relating  to  the  breach  of  any  obligation,

warranty  or  condition  hereunder,  (ii) all  questions  relating  to  representations,  negotiations  and  other

proceedings  leading to  the  execution  hereof,  (iii) failure  of either  party to  deny or  reject  claim or  demand

from  the  other  party,  and  (iv) all  questions  as  to  whether  the  right  to  arbitrate  any  question  exists.

Arbitration  may proceed  in  the  absence  of  either  party  if  notice  of  the  proceeding  has  been  given  to  such

party.   The  parties  agree  to  abide  by all  awards  rendered  in  such  proceedings.  Such  awards  shall  be  final

and  binding on  all  parties.   It  is  the  intention  of the  parties  that  the  selection  of arbitrators,  the  holding of

the  arbitration  hearing,  and  the  issuance  of  the  findings  of  the  arbitrators  shall  all  be  accomplished  as

expeditiously as possible, and the parties shall take all measures required to proceed in that fashion.

Section 7.9

Legal Expenses.  In the event of any litigation or other proceedings before an adjudicative

authority  regarding  the  construction  hereof  or  any  breach  hereof,  the  non-prevailing  party  shall  pay  the

reasonable legal fees and expenses of the prevailing party incurred therein.

Section   7.10   Entire   Agreement;   Amendments;   Waivers.     This   Agreement   constitutes   the   entire

agreement of the parties  with  respect  to the subject matter hereof and supersedes  all  prior agreements and

understandings,  oral  or  written,  with  respect  thereto.  This  Agreement  may  not  be  modified  orally,  but

only  by  an  agreement  in  writing  signed  by  the  party  against  whom  any  waiver  or  amendment  may  be

sought  to  be  enforced.   No  action  taken  pursuant  to  this  Agreement  and  no  investigation  by or  on  behalf

of  any  party  hereto  shall  be  deemed  to  constitute  a  waiver  by  such  party  of  compliance  with  any

representation,  warranty,  covenant or  agreement  herein.   The waiver  by any party hereto of any condition

or  of  a  breach  of  another  provision  of  this  Agreement  shall  not  be  construed  as  a  waiver  of  any  other

condition  or  subsequent  breach.   The  waiver  by  any  party  of  any  part  of  any  condition  precedent  to  its

obligations  under  this  Agreement  shall  not  preclude  it  from  seeking  redress  for  breach  of this  Agreement

other than with respect to the condition waived.

Section  7.11     Binding  Effect.   This  Agreement  shall  inure  to  the  benefit  of  and  be  binding  upon  the

parties  hereto  and their  respective  heirs,  legal  representatives,  successors  and  permitted  assigns.   None  of

the parties shall assign this Agreement or delegate any of its duties hereunder to any other person or entity

without the prior written consent of the other parties to this Agreement.

Section  7.12      Headings.   The  section  and  other  headings  in  this  Agreement  are  for  reference  purposes

only and shall not affect the meaning or interpretation of this Agreement.

11



ANNEX A

Section 7.13

Counterparts.  This Agreement may be executed in any number of counterparts, each of

which,  when  executed,  shall  be  deemed  to  be  an  original  and  all  of  which  together  shall  be  deemed  to  be

one and the same Agreement.

Section 7.14     Governing Law.  This Agreement shall be construed and enforced in accordance with the

laws of the State of Nevada, without giving effect to the principles of conflicts of law of such state.

IN  WITNESS  WHEREOF,  the  parties  have  executed  and  delivered  this  Agreement  as  of  the  date

first set forth above.

COMPANY

/s/ Eric Montandon

By: Eric Montandon

Its: Chief Executive Officer

SUMMIT DIGITAL, INC.

/s/ Tom Nix

By: Tom Nix

Its: President

SHAREHOLDER

/s/ Tom Nix

Tom Nix

Authorized Director of Shareholder

12



ANNEX B

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION

OF

WWA GROUP, INC.

Pursuant  to  Section  78.320  of  the  Nevada  Revised  Statutes,  the  undersigned,  desiring  to  amend  the

Articles  of  Incorporation  (dated  the  12th  of  November  1996  and  amended  on  the  31st of  July 1997,  April

9,   1998,   and   August   8,   2003,   referred   to   herein   as   the   “Articles”)   of   WWA   Group,   Inc.   (the

“Corporation”), does hereby sign, verify, and deliver to the Office of the Secretary of State of Nevada this

Article of Amendment.

Pursuant to a unanimous written consent resolution of the board of directors dated July 12, 2012 and a

vote taken by a majority of the stockholders at a special meeting on March __, 2013, the directors and

stockholders of the Corporation approved the filing of a Certificate of Amendment to increase the number

of authorized common shares par value $0.001 from 50,000,000 common shares par value $0.001 to

250,000,000 common shares par value $0.001.

THEREFORE, Article IV Capital of the Articles of Incorporation of the Corporation is hereby amended

and restated in its entirety as follows:

“ARTICLE IV

CAPITAL

The corporation shall have authority to issue Two Hundred and Fifty Million (250,000,000) common

shares, one mil (0.001) par value. There shall be only one class of authorized shares, to wit: common

voting stock. The common stock shall have unlimited voting rights provided in the Nevada Business

Corporation Act.

None of the shares of the corporation shall carry with them the pre-emptive right to acquire additional or

other shares of the corporation. There shall be no cumulative voting of shares.”

The amendment to increase the number of authorized common shares was adopted by 12,204,925 shares,

or 51.2% %, of the 23,841,922 issued and outstanding shares of common stock entitled to approve such

amendment.

The increase in the number of authorized common shares will be effective on March __, 2013 upon the

filing of this amendment to the Amended Articles of Incorporation of WWA Group, Inc. with the Office

of the Secretary of State of the State of Nevada.

DATED this __th day of March, 2013.

Eric Montandon

Chief Executive Officer and Director

1