Edgar Filing: WWA GROUP INC

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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:

Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional Materials

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):

No fee required.

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.

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

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

Page

INVITATION TO THE SPECIAL MEETING OF STOCKHOLDERS

NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS

Table of Contents

iii

PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS

Questions and Answers About the Special Meeting and the Proposals

The Special Meeting

Summary Term Sheet For Proposal 1

Pro Forma Financial Data

Risk Factors

Cautionary Statement Concerning Forward-Looking Statements

Proposal 1 – Approval of the Share Exchange Agreement

Further Information Regarding Proposal 1

WWA Group, Inc.

Summit Digital, Inc.

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

Common Stock

Further Information Regarding Proposal 2

Proposal 3- Approval of Adjournment of Special Meeting

Further Information Regarding Proposal 3

Additional General Information

Where You Can Find More Information

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.

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.

• 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.

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.

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.

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.

 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.

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

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.

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

 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.

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.

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)

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.

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.

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.

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.

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.

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;

 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;

 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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

not backed up by appropriate technology and management expertise, combined with lack of an

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

which enabled their entry to the business but also left them unable to sustain their business

profitably.

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

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

expensive technology, small individual cable systems rarely have the economies of scale or the

financing necessary to effectively exploit these technologies. Summit Digital’s knowledgeable

technical team and ability to combine equipment purchases will provide the knowledge and the

leverage with suppliers that are needed to effectively introduce these technologies.

Summit Digital believes, based on extensive interviews and contacts with management at local systems,

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

an MSO built around the principle of maximizing the potential of these systems. Based on interviews with

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

for a combination of cash and stock.

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

voice telephony and aggressively market these combined services both to existing subscribers and non-

subscribers within the system footprint. Existing cash flows, cash flows from acquired systems, and

acquisition terms will allow Summit to pay for system upgrades as systems are built out. Summit Digital

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

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

insert local advertising, known as interstitials, to cable TV content. Summit Digital has the right to insert

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

others. This ad insertion is accomplished through an interface between the network and Summit Digital’s

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

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

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

opportunity to generate additional revenue from existing infrastructure.

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

multiple system operator format, improve management, reduce costs, and add revenue by aggressively

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

advertising income and wireless services to the system revenue mix. Summit Digital will not surrender

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

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

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

Innovation

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

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

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

bring.

 Summit Digital is in the process of installing a sophisticated CCTV monitoring system for the

community of McBain, Michigan, allowing continuous surveillance of key commercial and road

areas. A web-based backbone permits data storage by Summit Digital as well as monitoring by

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

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

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

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

footprint.

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

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

Agricultural operations in the rural American Midwest are becoming increasingly sophisticated

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

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

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

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

available technology.

Wireless Internet

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

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

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

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

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

based on a number of elements:

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

services – the link between wireless broadcast points and the internet backbone – becomes

increasingly critical. Cable infrastructure is ideally suited to providing these services, enabling

cable companies that also manage wireless sites to support their own backhaul needs instead of

paying for them, as non-cable operators must.

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

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

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

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

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

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

pricing while retaining high margins.

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

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

features in Summit Digital’s target market.

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

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

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

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

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

voice and data service”.

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

expansion plan.

Subscriber Base

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

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

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

approximately $33,000.

Proposed Expansion

Summit Digital is aggressively pursuing expansion opportunities:

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

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

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

industrial complex containing several industries with substantial potential for expansion.

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

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

service footprint.

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

Wayne, Indiana area from New Wave Communications.

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

Cable Partners Inc.

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

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

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

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

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

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

$128/month.

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.

 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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

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

Other income (expense)

10,000

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

Number of

Average

Options

Exercise

Grant Date

Price

Fair Value

Outstanding December 31,

2007

576,973

$ 1.00

$ 0.23

Granted

100,000

$ 0.36

$ 0.17

Expired

$ 0.00

Exercised

$ 0.00

Outstanding December 31,

676,973

$ 0.36

$ 0.17

2008

Exercisable

676,973

$ 0.36

$ 0.17

Granted

$ 0.00

Exercised

$ 0.00

Expired

(676,973)

$ 0.36

$ 0.17

Outstanding December 31,

2009 & 2010 and 2011

$ 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

Additional paid-in capital

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

Impairment of Notes receivables

(1,711,003)

Loss on equity investment

(2,475,661)

47,353

Other income (expense)

(264,827)

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

Weighted average shares - Diluted

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

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)

Balances December. 31, 2009

22,591,922

22,592

4,449,080

1,509,570

5,981,242

Net loss

(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)

Non-controlling interest

(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

(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)