U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November~~February 3028, ~~2014~~2015

[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-55285

WBK 1, Inc.

(Exact name of registrant as specified in its charter)

Delaware	~~45-5312769~~	47-1738120
(State or Other Jurisdiction of Incorporation or Organization)	~~(I.R.S. Employer Identification No.)~~	(I.R.S. Employer Identification No.)
c/o Kent Wilson
c/o Toan Thanh Tran
1530 W Lewis Ave
2807 Brahman Dr
Phoenix AZ	850087
Manvel, TX		77578
(Address of Principal Executive Offices)	~~(Zip Code)~~	(Zip Code)

Registrant’s telephone number, including area code: (~~480~~832) ~~778~~266-~~5368~~2677

N/A

(Former name, former address and former fiscal year, 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 x No ¨

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 x No ¨

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


Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of ~~January~~APRIL 2710, 2015, the issuer had 10,000,000 shares of its common stock issued and outstanding.

TABLE OF CONTENTS

PART I
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	910
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	912
Item 4.	Controls and Procedures	1217
PART II
Item 1.	Legal Proceedings	1318
Item 1A.	Risk Factors	1318
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1318
Item 3.	Defaults Upon Senior Securities	1318
Item 4.	Mining Safety Disclosures	1318
Item 5.	Other Information	1318
Item 6.	Exhibits	1419
	Signatures	1520

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

WBK 1 INC. ~~(A Development Stage Company)~~

(A Development Stage Company)

FINANCIAL STATEMENTS

AS OF ~~NOVEMBER 30~~FEBRUARY 28, ~~2014~~2015

AND FOR THE PERIOD FROM AUGUST 21, 2014

(DATE OF INCEPTION) TO ~~NOVEMBER 30~~FEBRUARY 28, ~~2014~~2015

Contents

Financial Statements	Page
Balance Sheets as of November 30, 2014 and August 31, 2014 (unaudited)	4
Balance Sheets as of February 28, 2015 and August 31, 2014 (unaudited)	4
Statements of Operations for the three months ended November 30, 2014 and for the period from inception (August 21, 2014) through November 30, 2014 (unaudited)	5
Statements of Operations for the three and six months ended February 28, 2015 and for the period from August 21, 2014 (inception) to February 28, 2015 (unaudited)	5
Statements of Cash Flows for the three months ended November 30, 2014 and for the period from inception (August 21, 2014) through November 30, 2014 (unaudited)	6
Statements of Cash Flows for the six months ended February 28, 2015 and for the period from August 21, 2014 (inception) to February 28, 2015 (unaudited)	6
Notes to Financial Statements (unaudited)	7
Notes to Financial Statements	7

WBK 1 INC.

(A Development Stage Company)

Balance ~~Sheets~~Sheet

(unaudited)

	As of November 30, 2014			As of August 31, 2014
	As of February 28, 2015			As of August 31, 2014
ASSETS
Current Assets
Cash	$	30-		-	-
Total Current Assets	$	30-		-	-
TOTAL ASSETS	$	30-		-	-
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES & STOCKHOLDERS’ DECIFIT
Current Liabilities
Accrued expense	$	-			-
Accrued Expense	$	-			-
Total Current Liabilities	$	-			-
TOTAL LIABILITIES		-			-
Stockholders’ Equity (Deficit)
Stockholders’ Decifit
Preferred stock, ($.0001 par value, 5,000,000 shares authorized; none issued and outstanding.)		-			-
Common stock ($.0001 par value, 10,000,000 shares authorized; 10,000,000 shares issued and outstanding as of November 30, 2104 and August 31, 2014)		1,000			1,000
Common stock ($.0001 par value, 10,000,000 shares authorized; 10,000,000 shares issued and outstanding as of February 28, 2015 and August 31, 2014)		1,000			1,000
Additional paid in capital		~~(655~~4,215	)		(705	)
Deficit accumulated during the development stage		(~~315~~5,215	)		(295	)
Total Stockholders’ Equity (Deficit)		30			-
Total Stockholders’ Deficit	$	-			-
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$	30			-
TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT	$	-			-

See Notes to Financial Statements

WBK 1 INC.

(A Development Stage Company)

Statements of Operations

(unaudited)

	Three Months Ended November 30, 2014			August 21, 2014 (inception) through November 30, 2014
	Three Months Ended February 28, 2015			Six Months Ended February 28, 2015			August 21, 2014 (inception) through February 28, 2015
Revenues
Revenues	$	-		$	-
Total Revenues		-			-
Revenues	$	-			-			-
General & Administrative Expenses
Total Revenues	$	-			-			-
Organization and Related Expenses		20			315
General & Administrative Expenses
Total General & Administrative Expenses		20			315
Organization and Related Expenses		1,900			4,920			5,215
Net Loss	$	(20	)	$	(315	)
Total General & Administrative Expenses		1,900			4,920			5,215
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)
Net Loss		(1,900	)		(4,920	)		(5,215	)
Weighted average number of common shares outstanding		10,000,000			10,000,000
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)		-
		-			-			-
Weighted average number of common shares outstanding		10,000,000			10,000,000			-

See Notes to Financial Statements

WBK 1 INC.

(A Development Stage Company)

Statements of Cash flows

(unaudited)

	Three Months Ended November 30, 2014			August 21, 2014 (inception) through November 30, 2014
	Six Months Ended February 28, 2015			August 21, 2014 (inception) through February 28, 2015
CASH FLOWS FROM OPERATING ACTIVITES
Net Loss		(204,920	)		(~~315~~5,215	)
Net Cash (used in) operating activites		(20	)		(315	)
Net Cash (used in) operating activities		(4,920	)		(5,215	)
CASH FLOWS FROM FINANCING ACTIVITES
Contributed Capital		504,920			~~345~~5,215
Net cash provided by financing activities		504,920			~~345~~5,215
Net increase in cash		30			30
Net decrease in cash		-			-
Cash at beginning of period		-			-
Cash at end of period		30-			30-
NONCASH INVESTING AND FINANCING ACTIVITES:
Common stock issued as founder's shares	$	-		$	1,000
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION		-			-
Interest Paid	$	-		$	-
Income Taxes Paid	$	-		$	-

See Notes to Financial Statements

WBK 1 INC.

(A Development Stage Company)

Notes to Financial Statements

For the Three and Six Months Ended February 28, 2015

November 30, 2014

(unaudited)

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

WBK 1 Inc. (the “Company”) was incorporated under the laws of the State of Delaware on August 21, 2014 and has been inactive since inception. The Company intends to serve as a vehicle to effect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - Development Stage Company

The Company has not earned any revenue from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Company” as set forth in Financial Accounting Standards Board Statement ASC 915 Among the disclosures required by ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity and cash flows disclose activity since the date of the Company’s inception.

Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on August 31.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.

Cash Equivalents

The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents. There are no cash ~~equivalents~~equivalent as of ~~November~~February 3028, 2015 or August 31, 2014.

Income Taxes

Income taxes are provided in accordance with Statement of Financial Accounting Standards No740 (ASC 740), Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Basic Earnings (Loss) per Share

In February 1997, the FASB issued ASC 260, “Earnings per Share”, which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective August 21, 2014 (inception).

Basic net loss per share amounts is computed by dividing the net ~~loss~~income by the weighted average number of common shares outstanding. Diluted ~~loss~~earnings per share are the same as basic ~~loss~~earnings per share due to the lack of dilutive items in the Company.

Impact of New Accounting Standards

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.

NOTE 3. GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company is a shell company. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

NOTE 4. RELATED PARTY TRANSACTIONS

The officer and director of the Company performed services for the Company during the period ~~ended August 31, 2014~~ the value of which was $1,000, in exchange for 10,000,000 shares of common stock.

Contributed capital for the period ending August 31, 2014 and ~~November~~February 3028, ~~2014~~2015 was $295 and $505,215, ~~respectivley~~respectively.

NOTE 5. ~~STOCKHOLDERS' EQUITY~~SHAREHOLDERS’ ~~(DEFICIT)~~EQUITY

Upon formation, the Board of Directors issued 10,000,000 shares of common stock for $1,000 in services to the founding shareholder of the Company.

The stockholders’ equity section of the Company contains the following classes of capital stock as of

•	Common stock, $ 0.0001 par value: 100,000,000 shares authorized; 10,000,000 shares issued and outstanding

•	Preferred stock, $ 0.0001 par value: 5,000,000 shares authorized; but not issued and outstanding.

Contributed capital for the period ending August 31, 2014 and November 30, 2014 was $295 and $50, respectivley.

NOTE 6. SUBSEQUENT EVENTS

On December 28th, 2014, the sole officer and director of WBK 1 Inc. (the “Company”), Kent Wilson, entered into a Share Purchase Agreement (the “SPA”) pursuant to which he entered into an agreement to sell an aggregate of 10,000,000 shares of his shares of the Company’s common stock to Toan Thanh Tran at an aggregate purchase price of $40,000. These shares represent 100% of the Company’s issued and outstanding common stock. Effective upon the closing date of the Share Purchase Agreement, December 28th, 2014, Kent Wilson executed the agreement and now owns no shares of the Company’s stock and Toan Thanh Tran was the majority stockholder of the Company.

NOTE 6. COMMITMENT AND CONTINGENCY

There is no commitment or contingency to disclose during the quarter ended February 28, 2015.

NOTE 7. SUBSEQUENT EVENTS

Management has evaluated subsequent events up to and including the date the statements were issued and determined there are no reportable subsequent events.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Inception to ~~November~~February 3028, ~~2014~~2015, and ~~Three~~Six Months Ending ~~November~~February 3028, ~~2014~~2015, and Three Month Ending February 28, 2015.

Revenues: For the ~~three~~six months ended ~~November~~February 3028, ~~2014~~2015 and for the period from August 21, 2014 (inception) to ~~November~~February 3028, ~~2014~~2015, and three months ended February 28, 2015, we have not ~~genereated~~generated any revenues and remain a development stage company.

Net Loss. We had a net loss of $~~315~~5,215 , $4,920 and $201,900 for the period from August 21, 2014 (inception) to ~~November~~February 3028, ~~2014~~2015, and the ~~three~~six months ended ~~November~~February 3028, ~~2014~~2015 and the three months ended February 28, 2015 respectively. Our net losses were attributable to inception fees, ~~and~~ bank service fees., franchise tax and annual filing fees

Operating Expenses: Our total operating expenses for the period from August 21, 2014 (inception) to ~~November~~February 3028, ~~2014~~2015 were $5,215 ~~and~~, the ~~three~~six months ended ~~November~~February 3028, ~~2014~~2015, were $~~315~~4,920 and ~~$20~~the three months ended February 28, ~~respectively~~2015 were $1,900.

Total Stockholders’ Equity: Our stockholders’ equity was $0 as of February 28, 2015 and $30 as of November 30, 2014 and $0 as of August 3121, 2014.

Liquidity and Capital Resources

As of ~~November~~February 3028, ~~2014~~2015, we had $300 in cash and total liabilities. ~~Our~~As of November 30, 2014, our total assets were $30 and total liabilities were $0. As of August 3121, 2014, our total assets and total liabilities were $0.

The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange (the "business combination"). In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target business.

In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target business.

The Company has not restricted its search for any specific kind of businesses, and it may acquire a business which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.

In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.

It is anticipated that any securities issued in any such business combination would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after the Company has entered into an agreement for a business combination or has consummated a business combination. The issuance of additional securities and their potential sale into any trading market which may develop in the Company's securities may depress the market value of the Company's securities in the future if such a market develops, of which there is no assurance.

The Company will participate in a business combination only after the negotiation and execution of appropriate agreements. Negotiations with a target company will likely focus on the percentage of the Company which the target company shareholders would acquire in exchange for their shareholdings. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior to and after such closing and will include miscellaneous other terms. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's shareholders at such time.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

An investment in the company is highly speculative in nature and involves an extremely high degree of risk.

9Our Business Is Difficult to Evaluate Because We Have No Operating History

Our Business Is Difficult To Evaluate Because We Have No Operating History.

As we have no operating history or revenue and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate a business combination. We have had no recent operating history nor any revenues or earnings from operations since inception. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.

There Is Competition For Those Private Companies Suitable For A Merger Transaction Of The Type Contemplated By Management.

We are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

Future Success Is Highly Dependent On The Ability Of Management To Locate And Attract A Suitable Acquisition.

The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

The Company Has No Existing Agreement For A Business Combination Or Other Transaction.

We have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. No assurances can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. Management has not identified any particular industry or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.

Management Intends To Devote Only A Limited Amount Of Time To Seeking A Target Company Which May Adversely Impact Our Ability To Identify A Suitable Acquisition Candidate.

While seeking a business combination, management anticipates devoting no more than a few hours per week to our affairs. Our officers have not entered into written employment agreements with us and are not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.

The Time And Cost Of Preparing A Private Company To Become A Public Reporting Company May Preclude Us From Entering Into A Merger Or Acquisition With The Most Attractive Private Companies.

Target companies that fail to comply ~~with~~ SEC reporting requirements may delay or ~~preclude~~procedure acquisition. ~~Sections~~Section 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain ~~the~~tha required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

The Company May Be Subject To Further Government Regulation Which Would Adversely Affect Our Operations.

Although we will be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), since we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to our status under the Investment Company Act and, consequently, violation of the Act could subject us to material adverse consequences.

Any Potential Acquisition Or Merger With A Foreign Company May Subject Us To Additional Risks.

If we enter into a business combination with a foreign concern, we will be subject to risks inherent in business operations outside of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

There Is Currently No Trading Market For Our Common Stock.

Outstanding shares of our Common Stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations. These restrictions will limit the ability of our stockholders to liquidate their investment.

Our Business Will Have No Revenues Unless And Until We Merge With Or Acquire An Operating Business.

We are a development stage company and have had no revenues from operations. We may not realize any revenues unless and until we successfully merge with or acquire an operating business.

The Company Intends To Issue More Shares In A Merger Or Acquisition, Which Will Result In Substantial Dilution.

Our certificate of incorporation authorizes the issuance of a maximum of 10,000,000 shares of common stock and a maximum of 5,000,000 shares of preferred stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of Common Stock or Preferred Stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of Common Stock might be materially adversely affected.

The Company Has Conducted No Market Research Or Identification Of Business Opportunities, Which May Affect Our Ability To Identify A Business To Merge With Or Acquire.

We have neither conducted nor have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. Our management has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.

Because We May Seek To Complete A Business Combination Through A “Reverse Merger”, Following Such A Transaction We May Not Be Able To Attract The Attention Of Major Brokerage Firms.

Additional risks may exist since we will assist a privately held business to become public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of our Company since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger company in the future.

We Cannot Assure You That Following A Business Combination With An Operating Business, Our Common Stock Will Be Listed On NASDAQ Or Any Other Securities Exchange.

Following a business combination, we may seek the listing of our common stock on NASDAQ or the American Stock Exchange. However, we cannot assure you that following such a transaction, we will be able to meet the initial listing standards of either of those or any other stock exchange, or that we will be able to maintain a listing of our common stock on either of those or any other stock exchange. After completing a business combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect that our common stock would be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the “pink sheets,” where our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule, imposes various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination.

There Is No Public Market For Our Common Stock, Nor Have We Ever Paid Dividends On Our Common Stock.

There is no public trading market for our common stock and none is expected to develop in the foreseeable future unless and until we complete a business combination with an operating business and such business files a registration statement under the Securities Act of 1933, as amended.

Additionally, we have never paid dividends on our Common Stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.

Authorization of Preferred Stock.

Our Certificate of Incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of its authorized preferred stock, there can be no assurance that we will not do so in the future.

Control by Management.

Management currently owns 100% of all the issued and outstanding capital stock of the Company. Consequently, management has the ability to control the operations of the Company and will have the ability to control substantially all matters submitted to stockholders for approval, including:

•	Election of the board of directors;

•	Removal of any directors;

•	Amendment of the Company’s certificate of incorporation or bylaws; and

•	Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.

~~Kent~~Toan ~~Wilson~~Thanh Tran, our Chief Executive Officer and Director, is the beneficial owner of 10,000,000 shares of our common stock. Accordingly, this concentration of ownership by itself may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for the common stock.

This Report Contains Forward-Looking Statements And Information Relating To Us, Our Industry And To Other Businesses.

These forward-looking statements are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. When used in this prospectus, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are subject to risks and uncertainties that may cause our actual results to differ materially from those contemplated in our forward-looking statements. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

12In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are not effective as of February 28, 2015 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are not effective as of November 30, 2014 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal controls

Our management, with the participation our Chief Executive Officer and Chief Financial Officer, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the three-month period ended ~~November 30~~ February 28, ~~2014~~2015. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the three months ended ~~November 30~~ February 28, ~~2014~~2015 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There are not presently any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

Item 1A. Risk Factors

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mining Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date

31	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X

32	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X

101 INS	XBRL Instance Document	X

101 SCH	XBRL Schema Document*	X

101 CAL	XBRL Calculation Linkbase Document*	X

101 DEF	XBRL Definition Linkbase Document*	X

101 LAB	XBRL Labels Linkbase Document*	X

101 PRE	XBRL Presentation Linkbase Document*	X

* The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WBK 1 INC.

Dated: ~~February~~April 210, 2015

By: /s/ ~~Kent~~Toan ~~Wilson~~Thanh ~~Kent~~Tran ~~Wilson~~Toan Thanh Tran, Chief Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors

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Filing Compare · T3 HOLDINGS, INC.