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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

quarterly period ended March 31, 2012.

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

transition period from

to

.

Commission file number: 000-26927

WWA GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada

77-0443643

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

700 Lavaca Street, Suite 1400 Austin, Texas 78701

(Address of principal executive offices)    (Zip Code)

(480) 505-0070

(Registrant’s telephone number, including area code)

n/a

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

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

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

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

Yes þ   No o.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate

Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of

Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the

registrant was required to submit and post such files). Yes þ   No o.

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

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

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

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

Exchange Act): Yes o  No þ

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

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

only class of voting stock), at May 13, 2012, was 22,591,922.




TABLE OF CONTENTS

PART 1- FINANCIAL INFORMATION

Item1.

Financial Statements:

3

Condensed Consolidated Balance Sheets as of March 31, 2012 (unaudited) and

4

December 31, 2011 (audited)

Condensed Unaudited   Consolidated Statements of Income for the Three month

5

periods ended March 31, 2012 and March 31, 2011

Condensed Unaudited  Consolidated  Statements of Cash Flows for the Three month

6

periods ended March 31, 2012 and March 31, 2011

Notes to  Condensed Unaudited Consolidated Financial Statements

7

Item 2.

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

18

Operations

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

23

Item 4.

Controls and Procedures

23

PART II-OTHER INFORMATION

Item 1.

Legal Proceedings

24

Item 1A.

Risk Factors

24

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

26

Item 3.

Defaults Upon Senior Securities

26

Item 4.

(Removed and Reserved)

27

Item 5.

Other Information

27

Item 6.

Exhibits

27

Signatures

28

Index to Exhibits

29

2




PART I – FINANCIAL  INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

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

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

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

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

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

expected for the full year.

3




WWA GROUP, INC.

Condensed Consolidated Balance Sheets

March 31,

December 31,

Assets

2012

2011*

(Unaudited)

Current assets:

Cash

$

27,879     $

49,010

Receivables, net

-

-

Advances to suppliers

-

-

Inventories

-

-

Prepaid expenses

24,073

32,406

Notes receivable

-

-

Other current assets

21,151

14,719

Total current assets

73,103

96,136

Property and equipment, net

-

-

Building and Auction-CWIP

-

-

Vessel-Aqua Conti-CWIP

-

-

Goodwill

141,061

181,250

Notes receivable

-

-

Investment in related party entity

-

-

Other assets

-

-

Total Assets

$

214,164     $

277,386

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payables

$

45,260     $

27,856

Accrued expenses

115,919

170,563

Line of credit

-

-

Short Term Debt - Notes Payable

414,239

361,840

Current maturities of long-term debt

-

-

Total current liabilities

575,418

560,259

Long-term debt

$

-    $

-

Total liabilities

575,418

560,259

Commitments and contingencies

$

-    $

-

Stockholders' equity:

Common stock, $0.001 par value, 50,000,000 shares

authorized; 22,591,922 shares

issued and outstanding

22,592

22,592

Additional paid-in capital

4,449,080

4,449,080

Retained earnings

(4,692,644)

(4,650,299)

Non-controlling interest

(140,282)

(104,247)

Total stockholders' deficit:

(361,254)

(282,874)

Total liabilities and stock holders' equity

$

214,164     $

277,386

*    The Balance Sheet as of December 31, 2011 has been derived from the audited financial statements at that date.

See accompanying condensed notes to consolidated reviewed financial statements.

4




WWA GROUP, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

For The Three Months Ended March 31,

2012

2011

Revenues from commissions and services

$

-    $

-

Revenues from sales of equipment

$

-    $

-

Project management income

56,300

-

Total revenues

56,300

-

Direct costs - commissions and services

61,186

-

Direct costs - sales of equipment

-

-

Gross loss

(4,886)

-

Operating expenses:

General, selling and administrative expenses

58,937

5,832

Salaries and wages

12,500

-

Total operating expenses

71,437

5,832

Income (Loss) from operations

(76,323)

(5,832)

Other income (expense):

Interest expense

(4,372)

Loss on equity investment

4,000

Impairment of non-current assets

(1,711,002)

Other income (expense)

11,000

(2)

Total other income (expense)

10,628

(1,711,005)

Loss before income taxes

(65,695)

(1,716,837)

Provision for income taxes

$

-    $

-

Net loss from operations

(65,695)

(1,716,837)

Less: Non-controlling loss

(23,350)

-

Loss for the period

(42,345)

(1,716,837)

Basic earnings per common share

$

(0.002)   $

(0.076)

Diluted earnings per common share

$

-    $

-

Weighted average shares - Basic

22,591,922

22,591,922

Weighted average shares – Diluted

22,591,922

22,591,922

Net loss

$

(42,345)    $

(1,716,837)

Other comprehensive income (loss)

-

-

Total comprehensive loss

$

(42,345)    $

(1,716,837)

See accompanying condensed notes to consolidated reviewed financial statements.

5




WWA GROUP, INC.

Condensed Consolidated Statements of Cash Flow

(Unaudited)

Three Months Ended March 31,

2012

2011

Cash flows from operating activities:

Net loss

$

(42,345)    $

$   (1,716,837)

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

-

-

Changes in operating assets and liabilities:

Decrease (Increase) in:

Accounts receivable

-

-

Advance to suppliers

-

-

Inventories

-

-

Prepaid expenses

8,333

-

Other current assets

(6,432)

-

Impairment of notes receivable

-

1,711,003

Increase (decrease) in:

Auction proceeds payable

-

-

Accounts payable

17,404

-

Accrued liabilities

(54,644)

5,819

Net cash used in operating activities

(77,684)

(15)

Cash flows from investing activities:

Purchase of property and equipment

-

-

(Increase) decrease in goodwill

40,189

-

Proceeds from sale of fixed assets

-

-

Net cash provided by (used in) investing activities

40,189

-

Cash flows from financing activities:

Increase (decrease) in minority share

(36,035)

-

Payments on short-term notes

-

-

Payments/proceeds- short-term debt

52,399

-

Net cash provided by (used in) financing activities

16,364

-

Net decrease in cash and cash equivalents

(21,131)

(15)

Cash and cash equivalents at beginning of year

49,010

3,835

Cash and cash equivalents at end of period

$

27,879     $

3,820

See accompanying condensed notes to consolidated reviewed financial statements.

6




WWA GROUP, INC

NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 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”)  in

which it currently holds approximately a consolidated 57.6% equity position.

On  April  14,  2010,  Intelspec  International,  Inc.  (“Intelspec”),  our  former  minority  owned  unconsolidated

subsidiary,  concluded  an  agreement  with  Infrastructure,  a  publicly  traded  company,  pursuant  to  which

Intelspec  became  a  subsidiary  of  Infrastructure.  WWA  Group  acquired  an  approximately  22%  interest  in

Infrastructure   as   a   result  of   the   transaction.   In  July  2010,   WWA  Group   sold   4,000,000  shares  of

Infrastructure   at   a   value   of   $320,000   reducing   WWA   Group’s   investment   to   17.75%.   Further   on

November  21,  2011  WWA  Group  acquired  165,699,842  shares  of  common  stock  of  Infrastructure  on

conversion  of  WWA  Group’s  convertible  promissory  note.  On  March  31,  2012  WWA  Group  owned

57.6%  of  Infrastructure  making  it  a  controlling  shareholder  of  Infrastructure  causing  the  Infrastructure

financials  to  be  consolidated  with  those  of  WWA  Group,  Inc.   Therefore,  the  financials  of  Infrastructure

as of December 31, 2011 has been consolidated with WWA group Inc.

WWA  Group  includes  the  accounts  of  (i)  its  majority  owned  subsidiary,  Asset  Forum  LLC,  a  company

founded by WWA Group in the state of Nevada on January 7, 2010, and (ii) Infrastructure.

The  consolidated  financial  statements  present  the  financial  position,  results  of  operation,  changes  in

stockholder’s  equity  and  cash  flows  of  WWA  Group  and  its  subsidiaries.  All  significant  inter-company

balances and transactions have been eliminated.

NOTE B – GOING CONCERN

The accompanying  consolidated  financial  statements have been prepared  on a going  concern basis,  which

contemplates  the  realization  of  assets  and  liabilities  in  the  normal  course  of  business.  Accordingly,  they

do  not  include  any  adjustments  relating  to  the  realization  of  the  carrying  value  of  assets  or  the  amounts

and  classification  of  liabilities  that  might  be  necessary  should  WWA  Group  be  unable  to  continue  as  a

going  concern.  WWA  Group has  accumulated  losses  and  working  capital  and  cash flows  from  operations

are  negative  which  raises  doubt  as  to  the  validity  of  the  going  concern  assumptions.  These  financials  do

not  include  any  adjustments  to  the  carrying  value  of  the  assets  and  liabilities,  the  reported  revenues  and

expenses  and  balance  sheet  classifications  used  that  would  be  necessary  if  the  going  concern  assumption

were not appropriate; such adjustments could be material.

7




WWA GROUP, INC

NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 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 March 31, 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.

8




WWA GROUP, INC

NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 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  three  months  period  ended  March  31,  2012,  no  significant  impairment  of  long-lived

assets was recorded.

Investment in Equity Interest

WWA  Group  has  approximately  57.6%  as  of  March  31,  2012  in  a  consolidated  subsidiary.  During  the

year  ended  December  31,  2010  the  company  had  maintained  the  accounts  under  the  equity  method  of

accounting  whereby  WWA  Group  records  its  proportionate  share  of  the  net  income  or  loss  of  the  equity

interest  up  to  June  30,  2010.  On  November  21,  2011WWA  Group  converted  its  Notes  Receivable  to

equity  investment  and  received  165,699,842  shares  and  ended  up  holding  a  57.6%  share  of  Infrastructure

at March 31, 2012. As WWA Group has become a majority share holder as of November 21, 20111 it has

consolidated its financials with those of Infrastructure as of December 31, 2011 and March 31, 2012.

9




WWA GROUP, INC

NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 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  March  31,  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.

10




WWA GROUP, INC

NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 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  March

31, 2012 1,250,000 registered securities remained available for issuance or grant under the Plan.

Foreign Exchange

WWA Group’s reporting currency is the United States dollar. WWA Group’s functional currency is also

the  U.S.  Dollar.  (“USD”)  Transactions  denominated  in  foreign  currencies  are  translated  into  USD  and

recorded  at  the  foreign  exchange  rate  prevailing  at  the  date  of  the  transaction.  Monetary  assets  and

liabilities  denominated  in  foreign  currencies,  which  are  stated  at  historical  cost,  are  translated  into  USD

at  the  foreign  exchange  rates  prevailing  at  the  balance  sheet  date.  Realized  and  unrealized  foreign

exchange differences arising on translation are recognized in the income statement.

11




WWA GROUP, INC

NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 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.

12




WWA GROUP, INC

NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 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  March  31,  2012  there  were  no  outstanding

common stock equivalents.

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles in

United   States  of   America  requires  management  to   make  estimates  and   assumptions  that  affect  the

reported  amounts  of  assets  and  liabilities  and  disclosure  of  contingent  assets  and  liabilities  at  the  date  of

the  financial  statements  and  the  reported  amounts  of  revenues  and  expenses  during  the  reporting  period.

Actual results could differ from those estimates.

Recent accounting pronouncements

In    June    2011,    the    FASB    issued    ASU    No. 2011-05,    Comprehensive    Income,    Presentation    of

Comprehensive  Income  and  in  December  2011,  the  FASB  issued  ASU  No.  2011-12,  Deferral  of  the

Effective Date for Amendments to the Presentation of Reclassification of Items out of Accumulated Other

comprehensive   Income   in   ASU   2011-05   to   increase   the   prominence   of   items   reported   in   other

comprehensive  income.  Specifically,  the  new  guidance  allows  an  entity  to  present  components  of  net

income  or  other  comprehensive  income  in  one  continuous  statement,  referred  to  as  the  statement  of

comprehensive  income,  or  in  two  separate,  but  consecutive  statements.  The  new  guidance  eliminates  the

current  option  to  report  other  comprehensive  income  and  its  components  in  the  consolidated  statement  of

shareholders'  equity.  While  the  new  guidance  changes  the  presentation  of  comprehensive  income,  there

are no changes to the components that are recognized in net income or other comprehensive income under

current accounting guidance.  This new guidance is effective for fiscal years and interim periods beginning

after  December 15,  2011.  We  adopted  this  guidance  on  January  1,  2012  and  have  presented  a  new

financial  statement  titled  Condensed  Consolidated  Statement  of  Comprehensive  Income  for  the  three

month periods ending March 31, 2012 and April 2, 2011.

13




WWA GROUP, INC

NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 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  22%.  In  July  2010,  WWA  Group  sold  shares  of  its  common

stock in a private transaction, further reducing WWA Group’s ownership interest to 18%.

On November 21, 2011 WWA Group converted its Notes Receivable to  Infrastructure to equity as a result

of  which  as  of  December  31,  2011  WWA  Group  owns  approximately  57.6%  of  common  stock  of

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

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

for reporting purpose.

NOTE E – SHORT TERM BORROWINGS AND LINES OF CREDIT

WWA  Group  has  short-term  borrowings  from  unrelated  entities.  The  notes  are  unsecured,  are  due  upon

demand.  The  notes  payable  represents  the  total  borrowings  of  $414,239  under  the  note  as  of  March  31,

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.

14




WWA GROUP, INC

NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 2012

NOTE F – STOCK OPTIONS (Continued)

A summary of the status of WWA Group's stock options as of December 31, 2010 and changes during the

years ended December 31, 2011 and 2010 is presented below:

Weighted

Weighted

Number of

Average

Average

Options

Exercise

Grant Date

Price

Fair Value

Outstanding December 31,

2007

576,973

$ 1.00

$ 0.23

Granted

100,000

$ 0.36

$ 0.17

Expired

-

$ 0.00

$ 0.00

Exercised

-

$ 0.00

$ 0.00

Outstanding December 31,

676,973

$ 0.36

$ 0.17

2008

Exercisable

676,973

$ 0.36

$ 0.17

Granted

-

$ 0.00

$ 0.00

Exercised

-

$ 0.00

$ 0.00

Expired

(676,973)

$ 0.36

$ 0.17

Outstanding December 31,

2009 & 2010 and 2011

-

$ 0.00

$ 0.00

NOTE G – RELATED PARTY TRANSACTIONS

As of March 31, 2012 WWA Group has no related party investments.

NOTE H – COMMITMENTS AND CONTINGENCIES

Contingencies

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

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

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

NOTE I- CONSOLIDATION AND MINORITY  INTERESTS

On  November  21,  2011,  WWA  Group  converted  $2,477,544  due  to  it  on  a  convertible  promissory  note

into  165,699,842  common  shares  of  Infrastructure  valued  at  $0.014952  per  share.  Prior  to  the  transaction

on  November  21,  2011,  WWA  Group  owned  25,294,218  shares  or  18%  of  Infrastructure’s  issued  and

outstanding  common  stock.  Following  the  transaction  on  November  21,  2011,  WWA  Group  owned

190,994,060  shares  or  63.4%  of  Infrastructure's  issued  and  outstanding  common  stock.  As  on  March  31,

2012  WWA  Group  owned  184,990,060  shares  or  57.6%  of  Infrastructure’s  issued  and  outstanding

common stock.

15




WWA GROUP, INC

NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 2012

NOTE J- CONSOLIDATION AND MINORITY  INTERESTS

Consolidation

Following are the Infrastructure financials for consolidation with WWA Group:

Infrastructure Balance Sheet  AS ON

March 31, 2012

December 31, 2011

Cash

$

18,319

$

42,690

Other  Current  Asset

$

45,214

$

47,115

Total Asset

$

63,533

$

89,805

$

$

Accounts Payable

$

45,260

$

27,856

Accrued Expenses

$

47,452

$

40,080

Notes Payable

$

304,426

$

328,226

Total Liabilities

$

397,138

$

396,162

Net  Asset  (at  100%)

$      (333,605

$

(306,357)

$

$

Minority interest

$     (140,282)

$

(104,247)

Company’s interest

$     (193,323)

$

(202,110)

Opening Balance

$     (202,110)

$

(181,150)

Reduction of company’s interest

$

40,186

$

Share of loss for the period

$

(31,399)

$

(20,960)

Closing  Balance

$     (193,323)

$

(202,110)

Consolidated Statement of Operation For the three months period ended March 31, 2012

Total Revenue

$

56,300

Total Cost of Goods sold

$

61,186

Total operating expenses

$

46,491

Other expenses

$

3,372

Loss for the period

$     (54,749)

Minority Loss

$     (23,350)

WWA Group’s share of loss of

Infrastructure included in

consolidated income statement for the

period ending March 31, 2012

$     (31,399)

16




WWA GROUP, INC

NOTES TO  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 2012

NOTE J- CONSOLIDATION AND MINORITY  INTERESTS (Continued)

Minority Interest

This note gives details of the WWA Group’s minority interests and shows the movements during the

year:

Minority Interest on conversion date

($  104,247)

Additional shares issued after conversion

($  12,685)

Loss for the period attributable to Minority Interest

($   23,350)

Balance as at March 31, 2012

($ 140,282)

NOTE K - SUBSEQUENT EVENTS

WWA  Group  evaluated  its  March  31,  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  require  recognition  or  disclosure  in  the  financial

statements.

On  May  1,  2012  WWA  Group  abandoned  efforts  to  commercialize  the  operations  of  Asset  Forum

LLC.  due  to  a  lack  of  sufficient  resources  to  develop  the  site  and  intense  completion  in  the  online

auction space.

17




ITEM  2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

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

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

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

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

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

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

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

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

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

Discussion and Analysis

The sale of WWA Group’s physical auction business effective October 31, 2010 and ongoing discussions

with OFAC during 2011 as to the possibility that a debilitating penalty might be levied against us

significantly impacted our business operations as of December 31, 2011. The uncertainty associated with

OFAC was resolved in January of 2012. Although the sale of World Wide eliminated virtually all of our

outstanding liabilities and resulted in a net profit in that period  to WWA Group, the resultant loss of

income producing activities is formidable. We expect that WWA Group will continue without direct

revenue in 2012 as management decided to abandon its efforts to commercialize the operations of Asset

Forum, LLC as of May 1, 2012 due to a lack of sufficient resources to develop the site and intense

completion in the online auction space.

Meanwhile,  we are assisting the management of World Wide during a transitional period that will extend

until December 31, 2012 for which assistance we are to receive a management fee. Over this transitional

period we will (i) train management, (ii) promote operating efficiencies in Dubai, and (iii) consult as to

the use of lower cost venues including on-line auctions and smaller equipment auctions. We will continue

to play an active role in the management of our consolidated position in Infrastructure Development Corp.

(“Infrastructure”) and will remain vigilant in our endeavor to identify additional business opportunities

that might best serve the interests of our shareholders. We will not limit our options to any particular

industry, but will evaluate each opportunity on its merits.

Infrastructure

WWA Group maintains a consolidated  57.6% equity interest in Infrastructure, a project management

company due to the conversion of a promissory note due into shares of Infrastructure on November 21,

2011.  We believe that despite competitive pricing pressures, a significant number of projects fall within

the criteria expressed by Infrastructure and that alternative fuel conversions will become widespread as

fuel prices rise and fueling infrastructure becomes available.

Since each of WWA Group and Infrastructure share common management we believe that there exists an

opportunity to utilize our international presence and existing relationships to assist Infrastructure in

procuring new projects and managing existing ones. Management recognizes that Infrastructure’s success

is critical to any gain on its investment. The effect being we work with Infrastructure on an as needed

basis to provide any assistance that might be required and within our ability to assist.

18




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

having an immediate impact on its efforts to realize net cash flow. Further, we have a limited history of

generating income from our equity investments and are yet to realize any return on our investment in

Infrastructure. Should WWA Group  be unable to generate income or reduce expenses to the point where

it can meet operating expenses through debt or equity financing, which can in no way be assured, WWA

Group’s ability to continue its business operations will remain in jeopardy.

Results of Operations

During the three month period ended March 31, 2012, WWA Group (i) maintained Asset Forum, (ii)

managed its consolidated majority interest in Infrastructure and (iii) satisfied  continuous public disclosure

requirements.

The results of operations presented herein for the period ended March 31, 2012 and 2011 present WWA

Group and (i) its majority owned subsidiary Asset Forum LLC, and (ii) Infrastructure Development Corp.

Net Loss

Net loss for the period ended March 31, 2012 decreased to $42,345 from $1,716,837 for the three month

period ended March 31, 2011. The decrease in net loss over the comparative periods can be attributed to

the impairment of notes receivable from Intelspec in the three month period ended March 31, 2011.

WWA Group anticipates that it will continue to realize net losses until such time as it realizes a return on

its equity investment in Infrastructure.

Revenue

Revenue for the period ended March 31, 2012 was $56,300 as against $0 for the period ended March 31,

2011.Revenues in the current comparative period can be attributed to project management income

realized from Infrastructure Development Corp. operations. WWA Group does not expect revenue to

increase except on the performance of Infrastructure.

Gross Profit

Gross loss for the period ended March 31, 2012 was $4,886 as against $0 for the period ended March 31,

2011. The increase in gross loss over the comparative periods can be attributed the increase in direct

costs.

Operating Expenses

Operating expenses for the period ended  March 31, 2012 are $71,437 as against $5,832 for the  period

ended  March 31, 2011. The increase in operating expenses over the comparative period are attributed to

the expenses associated with the operations of Infrastructure Development Corp. WWA Group anticipates

that operating expenses will increase during 2012, subject to availability of funding, and dependent on

whether management decides to develop additional business opportunities.

Depreciation and amortization expenses for the period ended  March 31, 2012 and March 31, 2011 were

$0. Depreciation and amortization expenses are expected to continue to  remain at $0 through 2012.

19




Other Income/Expenses

Other income for the period ended  March 31, 2012 increased to $10,628 as compared to other expense of

$1,711,003 for the period ended  March 31, 2011 tied to the impairment of non-current assets.

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 deficit of $502,315 as of  March 31, 2012. At March 31, 2012, our current assets

were $73,103, which consisted of $27,879 in cash, $24,073 in prepaid expenses and $21,151 in other

current assets. Our total assets were $214,061, which included current assets and goodwill of $141,061.

Our current and total liabilities were $575,418. Our total stockholders’ deficit at March 31, 2011 was

$361,254.

Cash flow used in operating activities for the  period ended March 31, 2012 was $77,684 as compared to

$15 for the period ended March 31, 2011. The change in cash flow used in operating activities between

the periods can be attributed to the increase in accounts payable and prepaid expenses offset by the

decrease in accrued liabilities. We expect to continue to use cash flows in operating activities for the

balance of 2012.

Cash flow provided by investing activities for the period ended March 31, 2012 was $40,189 as compared

to $0 for the period ended March 31, 2011. Net cash flow provided by investing activities in the current

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

use cash flows in investing activities going forward in the event we develop additional business

opportunities.

Cash flow provided by financing activities was $16,364 for the period ended March 31, 2012 as compared

to $0 of cash flow used in financing activities for the period ended  March 31, 2011. Cash flow provided

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

note of $52,399 offset by a decrease in minority share of $52,399. We expect to generate cash flows from

financing activities in the near term.

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 management decides to

pursue additional business opportunities.  WWA Group has no current commitments or arrangements

with respect to, or immediate sources of this 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.

20




WWA Group does not intend to pay cash dividends in the foreseeable future.

WWA Group had no commitments for future capital expenditures that were material at March 31, 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  March 31, 2012.

WWA Group has no current plans for the purchase or sale of any plant or equipment.

WWA Group has no current plans to make any changes in the number of employees.

Off Balance Sheet Arrangements

As of March 31, 2012, WWA Group has no significant off-balance sheet arrangements that have or are

reasonably likely to have a current or future effect on our financial condition, changes in financial

condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources

that is material to stockholders.

Future Financings

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

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

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

Critical Accounting Policies

In Note B to the audited consolidated financial statements for the years ended December 31, 2011 and

2010 included in WWA Group’s Form 10-K, we discuss those accounting policies that are considered to

be significant in determining the results of operations and our financial position. We believe that the

accounting principles utilized by us conform to accounting principles generally accepted in the United

States of America.

The preparation of financial statements requires management to make significant estimates and judgments

that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature,  these

judgments are subject to an inherent degree of uncertainty. On an on-going basis, we evaluate our

estimates, including those related to bad debts, inventories, intangible assets,  warranty obligations,

product liability, revenue, and income taxes. We base our estimates on historical experience and other

facts and circumstances that are believed to be reasonable, and the results form the basis for making

judgments about the carrying value of assets and liabilities.  The actual results may differ from these

estimates under different assumptions or conditions. With respect to revenue recognition, we apply the

following critical accounting policies in the preparation of its financial statements

21




Forward Looking Statements and Factors That May Affect Future Results and Financial Condition

The statements contained in the section titled  Results of Operations and Description of Business, with the

exception of historical facts, are forward looking statements. A safe-harbor provision may not be

applicable to the forward-looking statements made in this current report. Forward-looking statements

reflect our current expectations and beliefs regarding our future results of operations, performance, and

achievements. These statements are subject to risks and uncertainties and are based upon assumptions and

beliefs that may or may not materialize. These statements include, but are not limited to, statements

concerning:

    our anticipated financial performance;

    the sufficiency of existing capital resources;

    our ability to fund cash requirements for future operations;

    uncertainties related to the growth of our  subsidiaries’ businesses and the acceptance of their

products and services;

    the volatility of the stock market; and

    general economic conditions.

We wish to caution readers that our operating results are subject to various risks and uncertainties that

could cause our actual results to differ materially from those discussed or anticipated, including the

factors set forth in the section entitled Risk Factors included elsewhere in this report. We also wish to

advise readers not to place any undue reliance on the forward looking statements contained in this report,

which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to

update or revise these forward-looking statements to reflect new events or circumstances or any changes

in our beliefs or expectations, other than is required by law.

Going Concern

WWA Group’s auditors have expressed an opinion as to its ability to continue as a going concern as a

result of recurring losses from operations.  WWA Group’s ability to continue as a going concern is

subject to its ability to realize a profit from operations and /or obtain funding from outside sources.

Management’s plan to address WWA Group’s ability to continue as a going concern includes obtaining

funding from the private placement of debt or equity and realizing revenues from additional business

opportunities. Management believes that it will be able to obtain funding to enable WWA Group to

continue as a going concern through the methods discussed above, though there can be no assurances that

such methods will prove successful

Recent Accounting Pronouncements

Please see Note C to our consolidated financial statements for recent accounting pronouncements.

22




Stock-Based Compensation

We have adopted Accounting Standards Codification Topic (“ASC”) 718, Share-Based Payment, which

addresses the accounting for stock-based payment transactions in which an enterprise receives employee

services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair

value of the enterprise’s equity instruments or that may be settled by the issuance of such equity

instruments.

We account for equity instruments issued in exchange for the receipt of goods or services from other than

employees in accordance with ASC 505. Costs are measured at the estimated fair market value of the

consideration received or the estimated fair value of the equity instruments issued, whichever is more

reliably measurable. The value of equity instruments issued for consideration other than employee

services is determined on the earliest of a performance commitment or completion of performance by the

provider of goods or services.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this annual report, an evaluation was carried out by WWA Group’s

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

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

15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of March 31, 2012.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in

reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported

within the time periods specified in the Commission’s rules and forms, and that such information is

accumulated and communicated to management, including the chief executive officer and the chief

financial officer, to allow timely decisions regarding required disclosures.

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

this report, that WWA Group’s disclosure controls and procedures were not effective in recording,

processing, summarizing, and reporting information required to be disclosed, within the time periods

specified in the Commission’s rules and forms, and such information was not accumulated and

communicated to management, including the chief executive officer and the chief financial officer, to

allow timely decisions regarding required disclosures.

Changes in Internal Controls over Financial Reporting

During the period ended March 31, 2012, there has been no change in internal control over financial

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

financial reporting.

23




PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

OFAC Pre-Penalty Notice

On August 5, 2009 WWA Group, Inc. received a Pre-Penalty Notice (“Notice’) from the Office of

Foreign Assets Control (“OFAC”). The Notice was issued based on OFAC’s belief that WWA Group has

engaged in certain transactions prohibited by Executive Order(s) and or Regulations promulgated

pursuant to the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq. in connection

with the facilitation of auction related services to Iran and Sudan. The perceived violations initially

caused OFAC to seek a civil monetary penalty of $4,665,600 be imposed on WWA Group subject to

adjustment based on evidence presented in response to the Notice.  On January 13, 2012 WWA Group

received a Cautionary Letter from OFAC as a final enforcement response to apparent violations in lieu of

a civil penalty.

ITEM 1A.

RISK FACTORS

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

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

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

trading price and/or the value of our securities.

Risks Related to WWA Group’s Business

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

WWA Group’s audits for the periods ended December 31, 2011 and 2010 expressed substantial doubt as

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

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

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

A significant percentage of corporate control lies in the hands of one shareholder.

Asia8, Inc. owns and controls voting power over a significant number of WWA Group’s issued and

outstanding shares. The concentration of such a large percentage of our stock in the hands of one

shareholder may have a disproportionate effect on the voting power of minority shareholders on any and

all matters presented to WWA Group’s shareholders.

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

responsibilities.

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

chief executive officer of Asia8, Inc. His responsibilities cause him to divide his time between the two

entities. The division of time however does not necessarily indicate a division of interests since Asia8,

Inc., is a significant shareholder of WWA Group. Nonetheless, his dual responsibilities may compromise

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

24




WWA Group is dependent upon key personnel.

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

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

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

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

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

employees or the inability to attract and retain the necessary personnel could have a material adverse

effect upon our business, financial condition, operating results, and cash flows.

Our business is subject to governmental regulations.

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

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

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

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

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

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

Risks Related to WWA Group’s Stock

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

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

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

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

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

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

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

continue to negatively impact our financial performance.

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

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

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

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

substantially increased our expenses, including legal and accounting costs, and made some activities more

time-consuming and costly.

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

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

stock price.

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

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

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

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

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

over financial reporting identified by management. Since we are unable to continue to assert that our

internal controls are effective, our investors could lose confidence in the accuracy and completeness of

our financial reports, which in turn could cause our stock price to decline.

25




WWA Group does not pay dividends.

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

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

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

operating and financial condition, our capital requirements, and general business conditions. Therefore,

shareholders should not expect any type of cash flow from their investment.

WWA Group will require additional capital funding.

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

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

our ability to meet short-term and long-term financial commitments will depend on future cash. There can

be no assurance that future income will generate sufficient funds to enable us to meet our financial

commitments.

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

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

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

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

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

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

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

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

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

could be significantly depressed.

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

for investors to sell their shares.

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

15(g) of the Exchange Act. The penny stock rules apply to companies whose common stock is not listed

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

share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been

operating for three or more years). These rules require, among other things, that brokers who  trade penny

stock to persons other than “established customers” complete certain documentation, make suitability

inquiries of investors and provide investors with certain information concerning trading in the security,

including a risk disclosure document and quote information under certain circumstances. Many brokers

have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a

result, the number of broker-dealers willing to  act as market makers in such securities is limited. If WWA

Group remains subject to the penny stock rules for any significant period, it could have an adverse effect

on the market, if any, for WWA Group’s securities.  If WWA Group’s securities are subject to the penny

stock rules, investors will find it more difficult to dispose of WWA Group’s securities.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS ON SENIOR SECURITIES

None.

26




ITEM 4.

(REMOVED AND RESERVED)

Removed and reserved.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

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

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

27




SIGNATURES

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

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

WWA Group, Inc.

Date

/s/ Eric Montandon

May 13, 2012

By: Eric Montandon

Its: Chief Executive Officer

/s/ Digamber Naswa

May 13, 2012

By: Digamber Naswa

Its: Chief Financial Officer and Principal Accounting Officer

28




INDEX TO EXHIBITS

Exhibit

Description

3.1.1*

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

Secretary of State on November 26, 1996 (incorporated herein by reference  from the Form SB-2

filed with the Commission on December 26, 2007).

3.1.2*

Certificate of Amendment of the Articles of Incorporation of WWA Group (Conceptual

Technologies, Inc.)  filed with the Nevada Secretary of State on August  29, 1997 (incorporated

herein by reference  from the Form SB-2 filed with the Commission on December 26, 2007).

3.1.3*

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

with the Nevada Secretary of State on May 8, 1998 (incorporated herein by reference  from the

Form SB-2  filed with the Commission on December 26, 2007).

3.1.4*

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

Secretary of State on September 25, 2003 (incorporated herein by reference  from the Form SB-2

filed with the Commission on December 26, 2007).

3.2*

Bylaws of WWA Group adopted on November 12, 1996 (incorporated herein by reference  from

the Form SB-2 filed with the Commission on December 26, 2007).

10.1*

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

August  5, 2003 (incorporated herein by reference  from the Form 8-K filed with the Commission

on August  25, 2003).

10.2*

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

Diamond Holdings, Inc. dated June 30, 2006 (incorporated herein by reference  from the Form 8-K

filed with the Commission on July 19, 2006).

10.3*

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

dated December 20, 2006 (incorporated herein by reference  from the Form 8-K filed with the

Commission on February 15, 2007).

10.4*

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

dated effective October 31, 2010 (incorporated herein by reference  from the Form 8-K filed with

the Commission on November 12, 2010).

14*

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

filed with the Commission on March 30, 2005).

21

Subsidiaries of WWA Group.

23.2*

Consent of Independent  Registered Public  Accounting Firm (incorporated herein by reference

from the Form 10-K filed with the Commission on April 16, 2012)

31.1

Certification of the Chief Executive Officer pursuant to  Rule 13a-14 of the Securities and

Exchange  Act of 1934, as amended, as adopted pursuant  to Section 302 of the Sarbanes-Oxley Act

of 2002.

31.2

Certification of the Chief Financial Officer pursuant to  Rule 13a-14 of the Securities and

Exchange  Act of 1934, as amended, as adopted pursuant  to Section 302 of the Sarbanes-Oxley Act

of 2002.

32.1

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

pursuant  to Section 906 of the Sarbanes-Oxley Act  of 2002.

32.2

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

pursuant  to Section 906 of the Sarbanes-Oxley Act  of 2002.

101. INS

XBRL Instance Document

101. PRE

XBRL Taxonomy Extension Presentation Linkbase

101. LAB

XBRL Taxonomy Extension Label Linkbase

101. DEF

XBRL Taxonomy Extension Label Linkbase

101. CAL

XBRL Taxonomy Extension Label Linkbase

101. SCH

XBRL Taxonomy Extension Schema

*

Incorporated by reference  from previous filings of the Company.

Pursuant to  Rule 406T of Regulation S-T, these  interactive data files are deemed  “furnished” and

not “filed” or part of a registration statement or prospectus for purposes of Section 11 or 12 of the

Securities Act of 1933, or deemed  “furnished” and  not  “filed”  for purposes of Section 18 of the

Securities and Exchange  Act  of 1934, and otherwise  is not subject to  liability under these sections.

29



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