As filed with the Securities and Exchange Commission on ~~May~~July 1213, ~~2015~~2018

Registration No. 333-~~192156~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~==================================~~Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

~~UNDER~~WORLD TECHNOLOGY CORP.

~~THE~~(Exact ~~SECURITIES~~name ~~ACT~~of OFregistrant ~~1933~~as specified in its charter)

==================================

Nevada		4899		46-1204713
(State or other jurisdiction of incorporation or organization)		(Primary standard industrial classification code number)		(I.R.S. employer identification number)

World Media & Technology Corp. (Name of Small Business Issuer in Its Charter)
Nevada (State or Other Jurisdiction of Incorporation or Organization)	4899 (Primary Standard Industrial Classification Code Number)	46-1204713 (IRS Employer Identification No.)
Address: 600 Brickell Ave., Suite 1775 Miami, Florida 33131 347-717-4966 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Fabio Galdi Chief Executive Officer 600 Brickell Ave., Suite 1775 Miami, Florida 33131 347-717-4966 (Name, address, including zip code, and telephone number, including area code, of agent for service)

600 Brickell Ave., Suite 1775
Miami, Florida 33131
(855)467-6500

~~Approximate~~(Address, ~~date~~including ofzip ~~proposed~~code, ~~sale~~and totelephone number, ~~the~~including ~~public:~~area Ascode, ~~soon~~of asregistrant’s ~~practicable~~principal ~~after~~executive ~~this Registration Statement becomes effective.~~offices)

IfSeán ~~any~~McVeigh Chief ofExecutive ~~the~~Officer 600 ~~securities~~Brickell ~~being~~Ave., ~~registered~~Suite ~~on this from are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933~~1775 Miami, ~~check~~Florida ~~the~~33131 (855) ~~following box.x~~467-6500

~~If this Form is filed to register additional securities for an offering pursuant to Rule 462~~(b)Name, ~~under~~address, ~~the~~including ~~Securities~~zip ~~Act~~code, ~~please check the following box~~ and telephone ~~list~~number, ~~the~~including ~~Securities~~area ~~Act~~code, ~~registration statement number~~ of ~~the~~agent ~~earlier effective registration statement~~ for ~~the same offering. ¨~~service)

IfCopies ~~this Form is a post-effective amendment filed pursuant~~ to ~~Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨~~:

IfMitchell ~~this~~S. ~~Form~~Nussbaum, isEsq. aAngela ~~post-effective~~M. ~~amendment~~Dowd, ~~filed~~Esq. ~~pursuant~~Loeb to& ~~Rule~~Loeb ~~462~~LLP 345 Park Avenue New York, New York 10154 (d212) ~~under~~407-4000 ~~the~~– ~~Securities~~Telephone ~~Act,~~(212) ~~check~~407-4990 ~~the~~– ~~following~~Facsimile ~~box~~Ralph ~~and~~De ~~list~~Martino, ~~the~~Esq. ~~Securities~~Alec ~~Act~~Orudjev, ~~registration~~Esq. ~~statement~~Cavas ~~number~~S. ofPavri, ~~the~~Esq. ~~earlier~~Schiff ~~effective~~Hardin ~~registration~~LLP ~~statement~~901 ~~for~~K. ~~the~~Street, ~~same~~N.W., ~~offering~~Suite 700 Washington D. ¨C. 20001 (202) 778-6400 – Telephone (202) 778-6460 – Facsimile

~~Indicate~~Approximate bydate ~~check~~of ~~mark~~commencement ~~whether~~of ~~the~~proposed sale ~~registrant~~to isthe apublic: ~~large~~As ~~accelerated~~soon ~~filer,~~as anpracticable ~~accelerated~~after ~~filer,~~the oreffective adate ~~smaller~~of ~~reporting~~this ~~company:~~registration statement.

~~Large~~If ~~accelerated~~any ~~filer~~of ¨the ~~Accelerated~~securities ~~filer~~being ¨registered on ~~Non-accelerated~~this ~~filer~~form ¨are ~~Smaller~~to ~~reporting~~be ~~company~~offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x

1If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x
Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be Registered	Amount to be registered(1)		Proposed maximum offering price per unit (2)	Proposed maximum aggregate offering price(1) (2)		Amount of registration fee
Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price (1)			Amount of Registration Fee (1)
Common Stock, $0.001 par value	13,812,850		$0.50	$6,906,425		$802.53(3)
Common Stock, $0.001 par value(2)	$	11,500,000		$	1,431.75
Warrants to purchase Common Stock(3)
Common Stock issuable upon exercise of the Warrants $0.001 par value(2)		11,500,000			1431.75
Representative’s Warrants to Purchase Common Stock and Warrants(3)(4)	$	-		$	—
Common Stock underlying Representative’s Warrants, $.001 par value(2)(5)	$	718,750			89.49
Warrants included in Representative’s Warrants(3)
Common Stock issuable upon exercise of Warrants underlying Representative’s Warrant $0.001 par value(2)(6)		575,000			71.59
Total	$	24,293,750			3,024.58	(7)

(1~~. Represents~~) ~~47.9%~~Estimated ofsolely for the ~~total~~purpose ~~issued~~of ~~and~~calculating ~~outstanding~~the ~~shares~~registration offee ~~the~~in ~~Registrant~~accordance ~~and~~with ~~91.5%~~Rule of457(o) under the ~~issued~~Securities ~~and~~Act. ~~outstanding~~Includes ~~shares of~~ the ~~Registrant~~aggregate ~~currently~~offering ~~held~~price byof ~~Power~~additional ~~Clouds,~~shares ~~Inc.,~~that the ~~largest~~underwriters ~~shareholder,~~have ~~with~~the ~~its~~right ~~remaining~~to ~~1,282,650~~purchase ~~shares~~ to becover ~~retained by Power Clouds~~over-allotments, ~~Inc~~if any.

(2~~. Based~~) ~~upon~~In ~~the~~accordance ~~average~~with ofRule ~~the~~416(a), ~~high and low sale price of~~ the ~~common~~Registrant ~~stock~~is asalso ~~reported~~registering byhereunder ~~the~~an ~~OTC~~indeterminate ~~Markets~~number onof ~~May~~additional ~~11,~~shares ~~2015,~~of ~~estimated~~common ~~solely~~stock ~~for~~that ~~the~~shall ~~purpose~~be ofissuable ~~calculating~~pursuant ~~the~~to ~~registration~~Rule ~~fee~~416 into ~~accordance~~prevent ~~with~~dilution ~~Rule~~resulting ~~457(c)~~from ~~under~~stock ~~the~~splits, ~~Securities~~stock ~~Act~~dividends ofor ~~1933~~similar transactions.

(3~~. The~~) No fee is ~~calculated~~payable bypursuant ~~multiplying~~to Rule 457(g) under the ~~aggregate~~Securities ~~offering~~Act ~~amount~~of by1933, 0as amended.~~0001162.~~

NO(4) ~~SHARES~~We OFhave ~~REGISTRANT~~agreed to issue warrants exercisable within five years after the effective date of this registration statement representing 5% of the total number of securities issued in the offering (the “Representative’Ss ~~COMMON~~Warrants”) ~~STOCK~~to ~~WILL~~Dawson BEJames ~~ISSUED~~Securities, TOInc., ~~ANY~~the ~~HOLDER~~representative OFof ~~SHARES~~the OFunderwriters ~~POWER~~(the ~~CLOUDS~~”Representative”). ~~INC~~The Representative’s Warrants will be exercisable at a per share price equal to 125% of the common stock public offering price. INResales ~~ANY~~of ~~JURISDICTION~~the INRepresentative’s ~~WHICH~~Warrants ~~SUCH~~on ~~ISSUANCE~~a ~~WOULD~~delayed ~~NOT~~or ~~COMPLY~~continuous ~~WITH~~basis ~~THE~~pursuant ~~LAWS~~to OFRule ~~THAT~~415 ~~JURISDICTION~~under the Securities Act of 1933, as amended, are registered hereby. Resales of shares issuable upon exercise of the Representative’s Warrants are also being similarly registered on a delayed or continuous basis hereby. See “Underwriting.” In accordance with Rule 457(g) under the Securities Act, because the shares of the Registrant’s common stock underlying the Representative’s Warrants are registered hereby, no separate registration fee is required with respect to the warrants registered hereby.

~~The~~(5) ~~Registrant~~Represents ~~hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until~~ the ~~Registrant~~aggregate ~~shall~~maximum ~~file~~offering aprice ~~further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)~~ of the ~~Securities~~number ~~Act~~ of ~~1933~~shares orof ~~until~~common ~~the~~stock ~~Registration~~issuable ~~Statement~~upon ~~shall~~exercise ~~become~~of ~~effective on such date as~~ the ~~Commission,~~Representative’s ~~acting pursuant to said Section 8(a), may determine~~Warrants.

~~The~~(6) ~~information~~Represents inthe ~~this~~aggregate ~~prospectus~~maximum isoffering ~~not~~price ~~complete~~of ~~and~~the ~~may~~number ~~be changed. The recipients~~ of shares of common stock inissuable ~~the~~upon ~~spin~~exercise ~~off~~of ~~may not sell these securities until~~ the ~~registration~~Warrants ~~statement~~included ~~filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities~~ in ~~any state where~~ the ~~offer~~Representative’s ~~or sale is not permitted~~Warrants.

(7)

Paid herewith.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED JULY 13, 2018

SHARES

COMMON STOCK

and

WARRANTS TO PURCHASE UP TO SHARES

OF COMMON STOCK

and

SHARES OF COMMON STOCK UNDERLYING THE WARRANTS

World Technology Corp.

We are offering an aggregate of shares of our common stock, $0.001 par value per share, at a public offering price of $ per share, together with warrants to purchase up to shares of our common stock (the “Warrants”). Each accompanying Warrant is to purchase one share of common stock. The common stock and Warrants will be separately issued but will be purchased together in this offering. Each full Warrant will have an exercise price of $ per share, will be exercisable upon issuance and will expire five years from the date on which such Warrants were issued. We are also offering the shares of common stock that are issuable from time to time upon exercise of the Warrants.

Our common stock is currently quoted on the OTC Pink Market under the symbol “WCOR”. On July 13, 2018, the last reported sales prices of our common stock on the OTC Pink Market was $4.25 per share. We have applied to list our common stock on the NASDAQ Capital Market under the symbol “WCOR”. There can be no assurance that our common stock will be approved for listing on the NASDAQ Capital Market. The closing of this offering is contingent upon the successful listing of our common stock on The NASDAQ Capital Market. The Warrants will not be listed for trading and no market for the Warrants is expected to develop. Without an active trading market, the liquidity of the Warrants will be limited.

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for future filings

World Global Holdings Pte. Ltd. and its affiliates, including World Global Network Pte. Ltd., currently own approximately 75% of our common stock. Upon the closing of this offering, World Global Holdings Pte. and its affiliates will continue to own a combined controlling interest in us, and we will meet the definition of a “controlled company” under the corporate governance standards for NASDAQ listed companies and we will be eligible to utilize certain exemptions from the corporate governance requirements of the NASDAQ Stock Market.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 12 to read about factors you should consider before buying shares of our common stock and Warrants.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share and Warrant⁽²⁾	Total
Public offering price	$
Underwriting discounts and commissions ⁽¹⁾	$
Proceeds to us, before expenses	$

(1)

We have agreed to reimburse the underwriters for other out-of-pocket expenses relating to this offering up to a maximum of $125,000 for all such expenses. - See “Underwriting” for a description of the compensation payable to the underwriters.

(2)

The public offering price and underwriting discount correspond to an assumed public offering price per share of common stock of $ and an assumed public offering price per full warrant of $ .

In addition to the underwriting discounts and commissions described in the section entitled “Underwriting” on page 79 of this prospectus, we have agreed to issue to Dawson warrants, exercisable commencing 180 days immediately following the date of effectiveness of the registration statement of which this prospectus forms a part, and exercisable for a period of five years from the date of effectiveness of the registration statement of which this prospectus forms a part, to purchase shares of common stock and Warrants equal to 5% of the total number of shares and Warrants sold in this offering at a per share and Warrant price equal to 125% of the public offering price (the “Representative’s Warrants”). The registration statement of which this prospectus is a part also covers such Representative’s Warrants and the shares of common stock and Warrants issuable upon the exercise thereof and the shares of common stock issuable upon the exercise of such Warrants. We have granted the representative of the underwriters a 45day option to purchase up to additional shares of common stock and/or up to additional Warrants, in any combinations thereof, solely to cover over-allotments, if any, at the public offering price less the underwriting discount. If the underwriters exercise this option in full, the total underwriting discounts and commissions will be $ , and the additional proceeds to us, before expenses, from the over-allotment option exercise will be $ .

The underwriters expect to deliver the shares and Warrants against payment on or about , 2018.

Prospectus dated , 2018

Dawson James Securities, Inc.

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	1
RISK FACTORS	12
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	34
USE OF PROCEEDS	36
DIVIDEND POLICY	36
MARKET PRICE OF OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS	37
CAPITALIZATION	38
DILUTION	39
SELECTED CONSOLIDATED FINANCIAL DATA	40
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	41
BUSINESS	48
MANAGEMENT	63
EXECUTIVE COMPENSATION	68
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	73
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	71
DESCRIPTION OF SECURITIES	74
UNDERWRITING	79
LEGAL MATTERS	82
EXPERTS	82
WHERE YOU CAN FIND MORE INFORMATION	82
INDEX OF FINANCIAL STATEMENTS	F-2

We have not authorized anyone to provide you with any information or to make any representation, other than those contained in this prospectus or any free writing prospectus we have prepared. We take no responsibility for, and provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only in circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of its date, regardless of the time of delivery of this prospectus or of any sale of our securities.

Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus.

Our logo and some of our trademarks and tradenames are used in this prospectus. This prospectus also includes trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks, tradenames and service marks referred to in this prospectus may appear without the ®, ^TM and ^SM symbols, but those references are not intended to indicate in any way that we will not assert to the fullest extent under applicable law our rights or the rights of the applicable licensor to these trademarks, tradenames and service marks.

We obtained the statistical data, market data and other industry data and forecasts described in this prospectus from market research, publicly available information and industry publications. Industry publications generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy and completeness of the information. Similarly, while we believe that the statistical data, industry data and forecasts and market research are reliable, we have not independently verified the data, and we do not make any representation as to the accuracy of the information. We have not sought the consent of the sources to refer to their reports appearing or incorporated by reference in this prospectus.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our Securities, you should carefully read this entire prospectus, including our financial statements and the related notes and the information set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in each case included elsewhere in this prospectus. Unless the context otherwise requires, references to “World Technology”, “WCOR”, “we”, “our”, “us” or similar terminology in this prospectus refer on a historical basis to “World Technology Corp” on a consolidated basis with its former wholly-owned subsidiary and, since November 3, 2017, the date on which our wholly-owned subsidiary was dissolved, refer to World Technology Corp. Except as otherwise indicated, market data and industry statistics used throughout this prospectus are based on independent industry publications and other publicly available information.

Overview

We are a technology company that provides wearable devices for use in the quantified-self wellness market. Our wearable devices and related applications provide our end-users with health related knowledge acquired through self-tracking. Our Life Sensing Technology uses state-of-the-art sensors, enhanced signal processing and algorithms to collect and process specific data from end-users; and it is embedded into Helo, our branded wearable devices that are designed, produced and sold into the wellness market through our exclusive marketing and distribution partner, World Global Network Pte. Ltd. and its distribution network (which we refer to herein as WGN). WGN is a direct-to-consumer, multi-level marketing company with operations in countries including the U.S., Singapore, Ireland, Thailand, India, the Philippines and Japan. WGN is 50% owned by each of Fabio Galdi, who serves as our Chairman of the Board and Chief Technology Officer, and his brother, Gabriele Galdi. World Global Holdings Pte. Ltd., our largest stockholder, which we refer to as WGH, is 50% owned by Gabriele Galdi, 28% owned by Alfonso Galdi, the brother of Fabio Galdi and Gabriele Galdi, and 22% owned by Alessandro Senatore, who serves as a director of our company. Currently, WGH, WGN and their affiliates collectively own approximately 75% of our outstanding common stock.

Our strategic goal is to build a growing community of loyal Helo users in the wellness market who enjoy meaningful information from the user-friendly applications on their Helo. Since the initial commercial launch of the first Helo devices in the second half of 2016, we have shipped and been paid for over 570,000 units of Helo devices. Our Helo devices are being worn by end-users in North America, Asia and Europe. Helo is more than just a wearable device that measures steps, heart rate and blood pressure - what we believe differentiates Helo from other available wearable devices in the wellness sector is that our Life Sensing Technology captures and processes additional user biometric data, populating our databases and enabling novel applications including a non-invasive sugar trend monitoring and alcohol sensing applications that are currently under development.

Given the launch of our existing products and our strong sales and marketing relationship with WGN, we believe that we are well positioned to address specific market segments within the wellness market. We expect to enter the sugar trend wellness monitoring market in the latter part of 2018, following the launch of Helo Extense, a wirelessly connected device that will enable users of Helo LX and Helo LX+, an enhanced version of Helo LX with additional sensors that was launched in January 2018, to non-invasively monitor their sugar trends on demand. In 2019, we expect to launch a Helo device with continuous alcohol sensing capability by completing the development and integration of a miniaturized alcohol sensor in partnership with 1A SmartStart, LLC.

Our Technology

Life Sensing Technology is a proprietary technology that has been developed by our in-house team. It uses state-of-the-art sensors that are selected or customized to our specifications, and optimally configured for Helo devices. These sensors continuously collect specific user biometric data that is encrypted and securely uploaded to our cloud based storage platform where the data signal is processed using our proprietary algorithms and artificial intelligence to further refine the collected data. This ongoing data upload populates an ever-expanding bio-parameter database that we believe will have the potential to develop into a diverse and rich resource that will be highly sought after for wellness and health-related data mining, and third party software application (or App) development. Currently, controlled access to our user-anonymized version of this data is available via our Open Application Programming Interface (or OpenAPI) which delivers selected data to authorized third parties, enabling Helo Apps to query our database in real-time and providing data for research, product evaluation and other purposes. We are responsible for the data we provide and the third parties who access our data are responsible for interpreting our data and presenting it to end-users.

We believe that our data collection, user-approval and authorization to use this data is enhanced by the close customer relationship established by WGN and the Helo users, and this proximity enables us to secure permission to collect data on demand and to store, own and optimally analyze this data for in-house and third-party development. We believe that our access to the user through WGN’s exclusive direct sales model creates a protected market for our current product offerings and secures a ready market for our future product offerings currently in development.

Our Relationship with WGN

WGN is a multi-level marketing company specializing in sales, marketing and distribution of technology products worldwide online. WGN has served as our distribution partner since 2014. In early 2016, WGN transitioned out of its worldwide mobile business to enter into the wearables market. Today, our Helo line of products is WGN’s primary offering. We believe that sales of Helo through the direct selling channel lends itself to a person-to-person promotion because although Helo is a technology product, its Apps provide meaningful information to the user that is of personal nature and well suited to encourage person to person discussion.

Mr. Fabio Galdi, our Chairman of the Board and Chief Technology Officer, and his brother Gabriele Galdi, each currently own 50% of WGN. Until May 2017, Fabio Galdi was the Chief Executive Officer of our company, and currently he serves as the Chief Executive Officer of WGN. Gabriele Galdi is also the owner of 50% of the outstanding equity of WGH, our largest stockholder and an affiliate of WGN. The remaining 50% of WGH is owned by Alfonso Galdi, the brother of Fabio Galdi and Gabriele Galdi, who owns 28% of WGH, and Alessandro Senatore, a director of our company, who owns 22% of WGH. Currently, WGH, WGN and their affiliates collectively own approximately 75% of our outstanding common stock. Consequently, certain conflicts of interest, which are more fully discussed below, may exist between our company, on the one hand, and WGN, on the other hand.

Based on our Strategic Partner Master Sales and Worldwide Distribution Agreement that we entered into with WGN on October 1, 2017, WGN places Helo orders with us on a prepaid basis at an agreed upon mark-up on our cost of manufacture. Once we receive orders from WGN, we authorize our supplier to fulfill these orders and notify WGN when their orders are ready for pickup or shipment.

We have granted WGN a non-exclusive license to use our brands (including the marks “Wor(l)d” and “Helo”), to promote sales of Helo devices to end-users in the wellness market worldwide as well as sales of Helo Apps to its users. We are in the process of amending our Strategic Partner Master Sales and Worldwide Distribution Agreement, to provide that in addition to our mark-up on Helo sales, we will receive a 30% net revenue share on all Helo App sales by WGN on Google Play Store, Apple’s App Store or directly downloaded from the Helo App Store. Currently, there are some free Apps available for download by Helo users, and we expect to generate revenues from user paid Helo Apps sales beginning in 2019.

The initial term of the Strategic Partner Master Sales and Worldwide Distribution Agreement with WGN is five years. After the initial term, the Strategic Partner Master Sales and Worldwide Distribution Agreement shall renew automatically for an additional two year term and thereafter for additional one year terms unless either we or WGN provides written notice to the other party on or prior to 180 days before the expiration of the initial term of any renewal term of its intent to terminate the agreement at the end of the initial term or renewal term, as applicable. Either party may also terminate the Strategic Partner Master Sales and Worldwide Distribution Agreement for cause, for non-payment or non-performance by the other party or in the event of the insolvency of the other party.

We believe that our exclusive partnership with WGN in the wellness market allows us to reach prospective end-users worldwide, and promote the benefits of a growing range of targeted paid Apps. These Apps have been designed by third party subject matter experts to provide users with specific, relevant and timely information so they can make appropriate lifestyle choices based on the current status of their continuously measured bio-parameters. We believe that users will self-select their Apps to meet their information requirements. We believe that this attribute will help build viral sales, loyalty to, and belief in, the Helo devices and will facilitate user endorsements and recommendations. In addition, WGN’s turnkey online direct sales business model provides users with the instant ability to make sales referrals for our products.

As WGH, WGN and their affiliates, currently collectively own approximately 75% of our outstanding common stock, these persons and entities have the ability to control the outcome of all matters submitted for stockholder action, including the approval of significant corporate transactions, the terms of, and matters relating to, our Strategic Partner Master Sales and Worldwide Distribution Agreement with WGN, among others. They also have the ability to exert a controlling influence on our management, direction and policies, including the ability to appoint and remove our directors and officers. At present, WGH and its affiliates have appointed individuals who are officers, executives, or directors of WGN and/or WGH as two of our three directors. These directors have fiduciary duties to both us and WGN and/or WGH and may become subject to conflicts of interest on certain matters where WGN and/or WGH’s interests may not be aligned with the interests of our minority stockholders. In addition, because WGH and its affiliates (which include Mr. Gabriele Galdi and WGN) will hold more than 50% of our outstanding common stock following this offering, we meet the definition of a “controlled company” under the corporate governance rules for NASDAQ-listed companies. Controlled companies are not required to have a majority of independent directors, nor are they required to have a compensation committee or an independent nominating function. Although our current intention is to not avail ourselves of the controlled company exemption, we are eligible to do so and may determine to avail ourselves of these corporate governance exemptions in the future.

The Wearable Devices Market

Our current market is the quantified-self (i.e. self-knowledge through self-tracking) wellness market. According to The Global Wellness Institute, the global wellness industry is a $3.7 trillion market and growth is expected to accelerate by 17% in the next five years. In addition, the worldwide wearables market is set to nearly double by 2021, according to International Data Corporation, with the wearable technology market expected to reach $51.6 billion by 2022.

~~PRELIMINARY~~From ~~PROSPECTUS~~a technology perspective, this market has been revolutionized by Bluetooth wearable devices coupled with smartphones that connect to the cloud which have opened up a vast array of new products and services. We believe that low power, full Internet of Things (or IoT) connectivity will also yield another wave of innovation, as users will no longer be tied to their smartphones for connectivity purposes. In addition, the decreasing costs of chips and other components, combined with miniaturization are also expected to expand the size of this market.

~~World~~Market ~~Media~~education &by ~~Technology~~Fitbit, ~~Corp~~Apple and others has encouraged wearable device acceptance. Today, the key drivers of this market include technology improvements and the “self-care is the new healthcare” attitude phenomenon. We believe that increasing health and fitness awareness, combined with the rising share of an aging population, increasing incidences of chronic and lifestyle diseases and a focus on prevention rather than cure, will also increase the demand for quantified-self wellness products.

13However,~~812~~ we also believe that the growth of the wellness market could be inhibited by factors that might have a negative impact on user perception,~~850~~ ~~SHARES~~such OFas ~~COMMON~~devices ~~STOCK~~that generate data without giving insights into what that data signifies or devices that fail to correlate generated data with factors affecting digital health or devices that fail to provide actionable intelligence regarding a digital health outcome. It is our expectation that privacy and security concerns and evolving regulations in these areas will also have a material impact on the future of the quantified-self wellness market.

~~SUBJECT~~Healthcare/Digital TOHealth ~~COMPLETION DATED MAY __, 2015~~Market

~~Power~~As ~~Clouds~~technology ~~Inc.~~matures ~~(formerly~~and ~~named~~as ~~World~~wearables ~~Assurance~~and sensors ~~Group,~~are ~~Inc.),~~further ~~a Nevada corporation (“PWCL”)~~miniaturized, iswe ~~distributing~~believe tothat ~~its~~more ~~shareholders~~novel ~~13,812,850~~applications offor ~~its~~healthcare ~~15,095,000~~will ~~shares~~be ~~of common stock (the “spin-off”), of World Media & Technology Corp~~developed. ~~(the~~We ~~“Company”~~believe orthat ~~“WRMT”)~~we will ~~owned~~witness byintegration ~~PWCL, currently the controlling shareholder~~ of ~~WRMT.~~medical ~~The~~sensors ~~shareholders~~into ofconsumer ~~PWCL~~electronics that will ~~receive~~enable ~~one~~home-based ~~share~~medical ofdata ~~WRMT~~gathering ~~common~~and ~~stock~~support remote ~~for~~care ~~every~~and ~~six~~preventive ofdigital ~~PWCL~~health ~~shares~~programs ofwith ~~common~~potential ~~stock~~opportunities ~~that~~in ~~they~~areas ~~hold~~such as ofwellness ~~the~~monitoring; ~~record~~safety ~~date. The~~monitoring; home ~~record~~rehabilitation; ~~date~~treatment ~~shall~~efficacy beassessment ~~defined~~and asearly ~~the~~detection ~~first~~of ~~business day following an effective statement from the SEC in regards to this Form S-1 filing~~disorders.

~~This~~Sugar ~~Prospectus~~Trend is being furnished in connection with the planned spin-off of WRMT from PWCL and the issuance of WRMT common stock in the spin-off, which will issue shortly after the date of this Prospectus (referred to herein as the “spin-off date”). Currently and prior to the registered spin-off, each of WRMT and PWCL are publicly traded companies. Following the registered spin-off, each of WRMT and PWCL will both continue to be publicly traded companies. Upon effectiveness of the Registration Statement, WRMT will continue to be a company reporting to the SEC under the Securities Exchange Act of 1934.Monitoring Market

~~PWCL~~ The importance of blood glucose (also known as blood sugar) monitoring is ~~effecting~~that it currently serves as the ~~spin-off~~main ~~pursuant~~tool used to ~~the~~check ~~terms~~diabetes ofcontrol. ~~the~~We ~~PWCL~~plan ~~Board~~to ofprovide ~~Directors’~~a ~~resolution.~~wearable device ~~PWCL~~in ~~currently~~the ~~owns~~wellness 15sector that is non-invasive,~~095~~ blood free,~~000~~ ~~shares~~and ofis ~~common~~capable ~~stock~~of on-demand or ~~52.8%~~continuous self-monitoring of the ~~Registrant~~ user’s ~~total~~sugar ~~of 28~~trends,~~581,000~~ ~~common~~and ~~shares~~that ~~issued~~does ~~and~~not ~~outstanding. PWCL~~require ~~will~~consumable becomponents ~~distributing~~(such ~~13,812,850~~as oflancets ~~its~~or ~~15,095,000~~patches ~~shares~~that ofattach ~~WRMT~~to ~~common~~the ~~stock~~skin). If ~~currently~~we ~~held~~are tosuccessful ~~PWCL~~in ~~shareholders~~introducing onthis device, we believe this will be a ~~one~~critical ~~for~~feature ~~six~~that ~~pro-rata~~will ~~basis~~distinguish ~~with~~us ~~PWCL~~from ~~retaining~~the ~~all~~other wearable ~~remaining~~devices ~~shares~~that ofare ~~common~~currently ~~stock~~available in the wellness market.

~~Reason~~Our ~~for~~Products ~~Furnishing this Prospectus~~

WeOur ~~are~~Helo ~~furnishing~~wearable ~~this~~devices ~~Prospectus~~have tobeen designed ~~provide information~~ to ~~holders~~satisfy ~~of PWCL~~the ~~who~~demand ~~will~~from becustomers ~~issued WRMT shares~~ in the ~~spin~~quantified-~~off~~self wellness market. ~~The~~We ~~information~~have ~~contained~~built ina ~~this~~platform ~~Prospectus~~where isboth ~~believed~~our byHelo users usleverage our device to bemonitor ~~accurate~~their aswellness ofand ~~the~~where ~~date~~our ~~set~~Helo ~~forth~~devices onserve ~~its~~as ~~cover.~~a ~~Changes~~gateway ~~may~~to ~~occur~~an ~~after~~automated ~~that~~data ~~date,~~collection capability ~~and~~that ~~neither~~we ~~WRMT~~believe ~~nor PWCL~~opens ~~are~~up ~~required~~the toopportunity ~~update~~for the ~~information~~development ~~except~~of ina ~~the~~huge ~~normal~~range ~~course~~ of ~~our~~wellness ~~public~~Apps ~~disclosure~~and ~~obligations~~data ~~and~~mining ~~practices~~opportunities.

No stockholder approval of the spin-off is required, and none is being sought. Neither PWCL nor WRMT are asking you for a proxy.

PWCL is an "underwriter" within the meaning of the Securities Act of 1933 in connection with the distribution of WRMT common shares to its shareholders.

While WRMT common stock has been quoted on the Over-The-Counter Bulletin Board (“OTCBB”) under the symbol “HNVB” from June 3, 2014 to December 21, 2014, and under the symbol “WRMT” since December 22, 2014, only a limited number of shares of common stock have traded to date and there is currently no active public market for our common stock.

INSince ~~REVIEWING~~the ~~THIS~~fourth ~~PROSPECTUS~~quarter of 2016, ~~YOU~~we ~~SHOULD~~have moved ~~CAREFULLY~~from ~~CONSIDER~~supplying ~~THE~~only ~~MATTERS~~a ~~DESCRIBED~~single ~~UNDER~~sensor ~~THE~~device ~~CAPTION~~for ~~“RISK~~our ~~FACTORS”~~Helo ~~BEGINNING~~Classic ONand ~~PAGE~~Helo 16LX models to providing multi-sensors for our Helo LX+ model that was launched in the first quarter of 2018.

~~NEITHER~~We ~~THE~~have ~~SECURITIES~~worked ~~AND~~to ~~EXCHANGE~~optimize ~~COMMISSION~~our ~~NOR~~Life ~~ANY~~Sensing Technology ~~STATE~~and ~~SECURITIES~~upgrade ~~COMMISSION~~our ~~HAS~~Helo ~~APPROVED~~device ORfrom ~~DISAPPROVED~~its ~~THESE~~Classic ~~SECURITIES~~version ORto ~~DETERMINED~~the IFcurrent ~~THIS~~Helo ~~PROSPECTUS~~LX, ISand ~~TRUTHFUL~~introduced ORHelo LX+ ~~COMPLETE~~in 2018 that offers more features to our users in the wellness market. ~~ANY~~We ~~REPRESENTATION~~believe TOthat ~~THE~~our ~~CONTRARY~~Helo ISLX Aand ~~CRIMINAL~~Helo ~~OFFENSE~~LX+ (which was launched at the Consumer Electronics Show 2018 in Las Vegas in January 2018) are designed and are suitable for the worldwide quantified-self wellness market.

~~THESE~~Our ~~SECURITIES~~Mission ~~HAVE~~and ~~NOT~~Growth BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.Strategy

NOWe ~~PERSON~~seek ISto ~~AUTHORIZED~~become TOa ~~GIVE~~leading ~~ANY~~wellness ~~INFORMATION~~wearable device ~~NOT~~and ~~CONTAINED~~“big INdata” ~~THE~~provider ~~PROSPECTUS~~whereby INour ~~CONNECTION~~Helo ~~WITH~~users ~~THIS~~would ~~OFFERING~~benefit ~~AND,~~from IFthe ~~GIVEN~~availability ORof ~~MADE~~new products and services (initially in the wellness sector and later in the healthcare market segment), ~~SUCH~~developed ~~INFORMATION~~from ORsharing ~~REPRESENTATION~~their ~~MUST~~anonymized, aggregated, ~~NOT~~multi-ethnic, BEbio-parameter ~~RELIED~~data ~~UPON~~in ASa ~~HAVING~~structured ~~BEEN~~way ~~AUTHORIZED~~with authorized third parties.

~~UNTIL~~We ~~AUGUST~~intend ~~__,~~to ~~2015~~grow ~~(90~~our ~~DAYS~~business ~~AFTER~~by ~~THE~~adopting ~~DATE~~the ~~HEREOF),~~following ANY BROKER-DEALER EFFECTING TRANSACTIONS IN THE SHARES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A CURRENT COPY OF THIS PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A COPY OF THIS PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO ANY UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.strategies:

~~The~~· ~~date~~Increase ofunit ~~this~~sales ~~prospectus~~to isthe ~~May~~wellness ~~__,~~market ~~2015.~~by:

Rolling out new Helo models at different price points with functionalities that are tailored to end-users in the different wellness market segments;

Enhancing Helo’s functionality and features by continuing to fund Life Sensing Technology development and building new sensor technology partnerships, so we can introduce more sensors that could capture more data or partner with algorithm experts who help enhance the processing of the data that we already capture so that third parties can develop more creative Apps.

Supporting the development and sales of Helo Apps:

Based on our existing operating platform and as we continue to collect biometric data from Helo users, we believe that the data gathered using our Life Sensing Technology will create significant revenue opportunities for us as more subject matter experts and third-party App developers begin to access our data by the second half of 2018.

~~The~~o ~~following~~Facilitating ~~table~~the accelerated development of ~~contents~~Helo ~~has~~Apps ~~been~~by ~~designed~~third party developers through the addition of our own development team to ~~help~~streamline ~~you~~and ~~find~~continuously ~~information~~upgrade ~~contained~~the inOpenAPI ~~this~~so ~~prospectus~~that the process is fully turnkey and self-service. In addition, we plan to regularly promote the leading apps on the Helo App Store, at events like the Consumer Electronics Show and via our distributor, WGN.

We· ~~encourage~~Entry ~~you~~into the healthcare market. If and when our Helo LX Pro is approved as a medical device by the FDA for the U.S. market (and other appropriate authorities in other international jurisdictions) and we are able to ~~read~~secure a suitable distribution partner, we intend to launch a complementary product line that is specifically designed for the ~~entire~~healthcare ~~prospectus~~market, that would provide user-appropriate information to the user and physician-appropriate information to the physician.

~~TABLE~~· OFLaunch ~~CONTENTS~~of HeloPay. We plan to launch an IoT device (such as Helo 2 that is scheduled for delivery in 2019) that will have near field communication (NFC) technology, enabling HeloPay to work on Helo devices, with NFC and where Contactless Visa or MasterCard works, so we could offer instant worldwide payment capability for all HeloPay enabled devices.

PROSPECTUS SUMMARY	6
RISK FACTORS	16
USE OF PROCEEDS	32
DIVIDEND POLICY	32
DISTRIBUTION SUMMARY	32
BUSINESS	37
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	45
MANAGEMENT	48
EXECUTIVE COMPENSATION	50
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	50
DESCRIPTION OF SECURITIES	52
EXPERTS	52
WHERE YOU CAN FIND MORE INFORMATION	53
INDEX OF FINANCIAL STATEMENTS	54

Our Competitive Strengths

We believe that our strength comes from our understanding of the wellness market, our ability to anticipate end-user’s needs, our ability to further develop, integrate and monetize our Life Sensing Technology, our OpenAPI that allows third parties to develop novel, user targeted and responsive Helo Apps, our exclusive distribution model and the proprietary user database that we are able to build through the sale of Helo wearable devices by our exclusive distributor, WGN. We believe we have a scalable business platform that is conducive to potential growth in revenue and profitability, and we believe our business model will adapt well to changing market conditions.

Sales and Marketing

We believe that to obtain sales, we do not need a dedicated and expensive sales and marketing team as our current business model is to sell our Helo devices directly to WGN, who then sells the Helo devices to the end-users.

We believe WGN’s consultants and its peer-to-peer referral process is ideal for the sale of our Helo devices in the wellness market. Leveraging its online model, we believe WGN is capable of promoting our Helo devices worldwide efficiently and effectively as its consultants are motivated by the referral-based commission process to identify and reach out to people who they believe may be interested in our Helo wearable device and wish to make a purchase.

Our Competition

The wellness market is both evolving and fiercely competitive with a multitude of participants, including specialized consumer electronics companies, traditional health and fitness companies, traditional watch companies, broad-based consumer electronics companies and manufacturers of lower-cost devices. In addition, we compete with a wide range of stand-alone wellness and fitness related mobile apps that can be purchased or downloaded through mobile app stores.

AWe ~~CAUTIONARY~~are ~~NOTE~~a ~~REGARDING~~small ~~FORWARD~~company that is relatively new to the wearable devices market, and we will continue to face significant competition from larger, more established companies. We believe we could be a niche player because of our exclusive distribution arrangement with WGN and our ability to leverage Life Sensing Technology (such as our non-~~LOOKING~~invasive ~~STATEMENTS~~sugar trend monitoring technology, which is currently in development) to bring alternative wellness solutions to our end-users.

~~This~~Risks ~~prospectus~~Affecting ~~contains~~Our ~~forward-looking~~Business statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

~~While~~Investing ~~these~~in ~~forward-looking~~our ~~statements,~~securities ~~and~~involves ~~any~~significant risks ~~assumptions~~and ~~upon~~uncertainties. ~~which~~You ~~they~~should ~~are~~carefully ~~based,~~consider ~~are~~the ~~made~~risks ~~in good faith~~ and ~~reflect~~uncertainties ~~our~~discussed ~~current~~under ~~judgment regarding~~ the ~~direction~~section oftitled ~~our~~“Risk Factors” ~~business,~~elsewhere ~~actual~~in ~~results~~this ~~will~~prospectus ~~almost~~before ~~always~~making ~~vary,~~a ~~sometimes~~decision ~~materially,~~to ~~from~~invest ~~any~~in ~~estimates,~~our ~~predictions, projections, assumptions or other future performance suggested herein~~securities. ~~Except~~Certain ~~as required by applicable law, including the securities laws~~ of the ~~United~~key ~~States,~~risks we doface include, ~~not~~without ~~intend to update any of the forward-looking statements to conform these statements to actual results.~~limitation:

~~PART~~· IWe have a limited operating history and have incurred net losses of $6,719,509 since the commencement of operations. Our company is therefore subject to the risks associated with new businesses;

~~PROSPECTUS~~· ~~SUMMARY~~We will require additional financing to fund our current business plan, even following this offering. The failure to obtain such financing may restrict our ability to grow or may cause our business to fail;

~~You~~· ~~should~~Due ~~rely~~to ~~only on~~ the ~~information~~nature ~~contained~~of inour ~~this~~business ~~prospectus.~~model, Wewe ~~have~~rely ~~not authorized anyone~~ to ~~provide~~a ~~you~~very ~~with~~significant ~~information~~extent ~~different from the information that is contained in this prospectus. You should not rely~~ on ~~any~~WGN ~~information or representations not contained in this prospectus, if given or made,~~ as ~~having been authorized by us. This prospectus does not constitute an offer or solicitation in any jurisdiction in which~~ the ~~offer~~sole ordistributor ~~solicitation~~of ~~would~~our beproducts ~~unlawful~~and services. The ~~information~~loss ~~contained in this prospectus is accurate only as~~ of ~~the date of~~ this ~~prospectus,~~relationship ~~regardless~~would ofseverely ~~the~~harm ~~time~~our ~~of delivery of this prospectus or of any sale of the common stock.~~business;

~~Except~~· asOur ~~otherwise~~products ~~indicated,~~are ~~market~~manufactured ~~data~~by ~~and~~a ~~industry~~single ~~statistics~~contract ~~used~~manufacturer, ~~throughout~~and ~~this~~the ~~prospectus~~loss ~~are~~of ~~based~~our onmanufacturing ~~independent~~relationship ~~industry~~would ~~publications~~have ~~and~~a ~~other~~material ~~publicly~~adverse ~~available~~effect ~~information.~~on our business;

~~Our~~· ~~Business~~The quantified-self wellness market that we operate in is a highly competitive market. If we do not compete effectively in terms of technology, pricing, functionality and design, our prospects, operating results, and financial condition could be adversely affected;

~~Organizational~~· ~~History~~Our directors, officers and principal stockholders collectively control a significant amount of our shares, and their interests may not align with the interests of our other stockholders;

~~World~~· ~~Media~~The &loss ~~Technology Corp. (formerly Halton Universal Brands, Inc.) (“WRMT” or the “Company”) was incorporated under the laws~~ of the ~~State~~services of ~~Nevada~~our onkey ~~October 22~~employees, ~~2010~~particularly ~~(“Inception”). The~~the ~~Company was originally a brokerage and brand consultancy firm specializing in product development, brand consultation, product launches and brokerage~~ services ~~for~~rendered ~~manufacturers~~by ~~of grocery, specialty food and health supplements~~Mr. OnSeán ~~October 29~~McVeigh, ~~2014,~~our ~~Power~~Chief ~~Clouds~~Executive Officer, ~~Inc~~Mr. ~~(formerly~~Anthony ~~World Assurance Group, Inc~~S.) ~~(“PWCL”) acquired 7~~Chan,~~095,000~~ ofour ~~WRMT’s~~Chief ~~outstanding~~Financial ~~common~~Officer ~~stock that resulted in a change of control of the Company~~ and ~~with~~Mr. itFabio ~~a change in the Company’s business plan from a brokerage and brand consultancy firm specializing in product development~~Galdi, ~~brand~~our ~~consultation,~~Chief ~~product~~Technology ~~launches and brokerage services to that of the design~~Officer, ~~manufacture~~could ~~and~~harm ~~marketing~~our ~~of wearable technology products and the provision of Mobile Virtual Network Operator (“MVNO”) wireless services~~business;

Fabio Galdi, the Chairman of our Board of Directors, is a major stockholder of WGN and therefore may become subject to conflicts of interest that may not be resolved in favor of our common stockholders;

The lack of public company experience of certain members of our management team could adversely impact our ability to comply with the reporting requirements of U.S. securities laws.

If we are unable to successfully develop and timely introduce new products and services or enhance existing products and services, our business may be adversely affected;

The market for quantified-self wellness devices is still in the relatively early stages of growth and if it does not continue to grow, grows more slowly than we expect, or fails to grow as large as we expect, our business and operating results could be harmed;

~~Acquisition~~· ofOur failure or inability to protect our intellectual property rights, or claims by others that we are infringing upon or unlawfully using their intellectual property could diminish the ~~Space~~value ~~Technology~~of ~~Business~~our brand and ~~related~~weaken ~~assets~~our competitive position, and adversely affect our business, financial condition, operating results, and prospects;

~~Effective~~· ~~October~~Our ~~29,~~business ~~2014,~~is ~~PWCL~~subject ~~sold~~to ~~its~~a ~~SPACE~~variety ~~technology~~of ~~business~~U.S. and ~~certain~~foreign ~~related~~laws ~~assets~~and toregulations ~~the~~that ~~Company. In~~are ~~accordance~~continuously ~~with ASC 805-50~~evolving, asincluding ~~this~~those ~~transaction~~related ~~is deemed~~ to beprivacy, ~~between~~data ~~entities under common control~~security, ~~the~~and ~~assets~~data ofprotection ~~the~~due ~~SPACE technology business were transferred from PWCL~~ to ~~the~~our ~~Company at the carrying value of such assets within the financial statements of PWCL at the time of transfer. Accordingly~~collection, ~~the sole asset recorded by the Company as a result of this acquisition was a supplier deposit for $103~~processing,~~226~~ asand ~~all~~use ~~other assets transferred had a carrying value~~ of ~~$0. As~~personal ainformation ~~condition of the acquisition, the Company agreed to reimburse PWCL for the supplier deposit~~ and ~~certain~~other ~~costs,~~user ~~totaling $454~~data,~~672 incurred~~ bysuch ~~PWCL~~as in the ~~development of the SPACE technology~~E.U. AsData aProtection ~~result~~Directive ofwhich ~~the~~covers ~~acquisition,~~ the ~~Company~~transfer ~~recorded:~~of ~~(1) a~~personal ~~current~~data ~~asset~~from ~~for~~ the ~~supplier~~European ~~deposit~~Union ~~in the amount of $103,226; (2) an intercompany payable~~ to ~~PWCL in~~ the ~~amount~~United ~~of $557,898~~States; and (3) a reduction of additional paid in capital of $454,672 representing the excess of liabilities incurred of $557,898 over carrying value of the assets assumed ($103,226) as a result of this being a transaction between entities under common control.

In· ~~November 2014,~~We ~~the~~do ~~board~~not ofcurrently ~~directors~~have ~~and~~an ~~majority~~active ~~stockholder,~~public ~~PWCL,~~market ~~authorized~~for aour ~~name~~securities. ~~change~~An ofactive ~~the~~trading ~~Company~~market ~~from~~may ~~Halton~~not ~~Universal~~develop ~~Brands~~for our securities, ~~Inc.~~and toyou ~~World~~may ~~Media~~not &be ~~Technology~~able ~~Corp.~~to ~~The~~sell ~~name~~your ~~change~~common ~~went~~stock ~~effective~~at ~~with~~or ~~FINRA~~above ~~on December~~the ~~22,~~offering ~~2014.~~price per share;

~~Our~~· ~~net~~The ~~loss~~market ~~for~~price ~~the year ended December 31, 2014 was $173,600. Our independent registered public accounting firm issued its report in connection with the audit~~ of our ~~financial~~common ~~statements~~stock ~~for~~has ~~the~~been ~~period~~and ~~ended~~will ~~December~~likely ~~31,~~continue ~~2014, which included an explanatory paragraph in Note 3 describing the existence of conditions that raise substantial doubt about our ability~~ to ~~continue~~be ~~as a going concern. However~~volatile, ~~subsequently~~and ~~the~~you ~~Company~~could ~~received~~lose $5all ~~million~~or inpart ~~cash from the sale~~ of ~~shares~~your ofinvestment; ~~its common stock in March 2015.~~and

~~Our~~· ~~current~~If ~~monthly~~we ~~cash~~are ~~burn~~unable isto ~~estimated~~implement toand bemaintain ~~approximately~~effective ~~$250,000.~~internal ~~Based~~control onover ~~this~~financial ~~projected~~reporting ~~monthly~~in ~~cash~~the ~~burn~~future, weour ~~anticipate~~ability ~~that~~to ~~our~~produce ~~present~~accurate ~~cash~~financial ~~balances~~statements could be impaired, investors may ~~sustain~~lose usconfidence ~~until~~in ~~mid~~the ~~2016~~accuracy ~~before~~and ~~additional~~completeness ~~funding~~of ~~may~~our befinancial ~~required.~~reports and the market price of our common stock may decline.

~~Thus~~If ~~far,~~any ~~our~~of ~~management~~these ~~has~~or ~~relied~~other onrisks ~~Mr.~~and ~~Fabio Galdi~~uncertainties occurs, our ~~CEO~~business, ~~and~~financial ~~PWCL,~~condition aor ~~company~~results ~~that~~of ~~Mr.~~operations ~~Galdi~~may isbe ~~the~~materially ~~Chairman~~adversely ~~and~~affected. ~~majority~~In ~~shareholder~~such ofcase, ~~for equity investments for~~ the ~~purpose~~trading price of ~~maintaining~~our ~~ongoing~~common ~~operations.~~stock ~~Without~~would ~~continued~~likely ~~investment from our largest shareholders~~decline, ~~PWCL~~ and ~~Mr.~~you ~~Fabio~~may ~~Galdi,~~lose weall ~~will~~or ~~not~~part ~~have~~of ~~the~~your ~~necessary capital required to execute our business plan and grow our business~~investment.

~~Management~~Emerging ~~has~~Growth ~~estimated~~Company ~~that~~Under the ~~costs~~JOBS ~~associated~~Act with implementation of its business plan over the next twelve months include, but are not limited to, completion of the research and development costs associated with ‘Lumina’ glasses and SPACE computer; launching our SPACE wireless services in the United States and the promotion and marketing costs to build customer awareness of these products and services.

InAs ~~the~~a ~~event~~company ~~that~~with ~~new~~less ~~funding~~than is$1.07 ~~not~~billion in ~~realized,~~revenues ~~the~~during ~~business~~our ~~plan~~last ~~may~~fiscal ~~need~~year, towe bequalify ~~reduced~~as oran ~~curtailed. There~~“emerging ~~are~~growth ~~currently~~company” nounder ~~written~~the ~~agreements~~Jumpstart ~~that~~Our ~~obligate~~Business Startups ~~our~~Act ~~largest~~of ~~shareholders~~2012, ~~PWCL~~or ~~and~~the MrJOBS Act. ~~Galdi,~~As toan ~~continue~~emerging ~~funding~~growth uscompany, ~~nor do~~ we have ~~any~~elected ~~agreements~~to ~~with~~take ~~prospective~~advantage ~~investors.~~of Ifreduced wereporting requirements and are ~~unable~~relieved toof ~~develop~~certain ~~sufficient~~other ~~revenues~~significant torequirements ~~sustain~~that ~~our~~are ~~operations~~otherwise orgenerally ~~receive~~applicable ~~funding, we may need~~ to ~~curtail~~public orcompanies. ~~abandon~~As ~~our~~an ~~operations.~~emerging growth company:

~~The~~· ~~Market~~we ~~Opportunity~~may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;

~~The~~· ~~Company~~we ~~has~~are exempt from the ~~goal~~requirement ofto ~~earning~~obtain ~~stable~~an attestation and ~~recurring~~report ~~revenues~~ from ~~two~~our ~~main~~auditors ~~areas:~~on whether we maintained effective internal control over financial reporting under the Sarbanes-Oxley Act;

1.· we are permitted to provide less extensive disclosure about our executive compensation arrangements;

~~The~~· ~~sale~~we ofare ~~Wearable~~permitted ~~Technology,~~to ~~such~~utilize asthe ~~binocular~~extended ~~media~~transition ~~display~~period ~~glasses~~for ~~and~~complying ~~wire~~with ~~free~~new ~~devices,~~or revised accounting standards available to private companies; and

2· we are not required to give our stockholders non-binding advisory votes on executive compensation or golden parachute arrangements.

The provision of MVNO (Mobile Virtual Network Operator) wireless services

~~Wearable~~We ~~Technology~~may take advantage of these provisions until December 31, 2019 (the last day of the fiscal year following the fifth anniversary of our initial public offering) if we continue to be an emerging growth company. We would cease to be an emerging growth company if we have more than $1.07 billion in annual revenues, have more than $700 million in market value of our shares held by non-affiliates or issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens. We have elected to provide two years of audited financial statements. Additionally, we have elected to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act.

~~The~~Going term “Wearable Technology” refers to any electronic device or product that can be worn by a person to integrate computing in his daily activity or work and use technology to avail advanced features & characteristics. Concerted efforts from the industry and academia for over two decades have resulted into a host of sophisticated products and devices being launched in the market. The potential of the industry can be gauged by the fact that both - the big and established players and small start-ups have upped their ante in the wearable technology market.Concern

~~Wearable~~Our ~~technology~~independent ~~are~~registered inpublic ~~demand~~accounting firm ~~due~~has toincluded ~~increasing~~a ~~applications~~“going concern” paragraph in ~~industrial~~their ~~and~~opinion ~~enterprise,~~on ~~consumer,~~our ~~healthcare,~~consolidated ~~and~~financial ~~others~~statements, ~~driving~~expressing substantial ~~the~~doubt ~~wearable~~that ~~technology~~we ~~market~~can ~~toward~~continue ~~growth.~~as ~~Some~~an ofongoing business for the ~~challenges~~next ~~faced~~twelve months. Our consolidated financial statements do not include ~~technology~~any ~~awareness~~adjustments ~~and~~that ~~educating~~may ~~people~~result onfrom the ~~usage~~outcome of ~~wearable~~this ~~technology~~uncertainty. ~~The~~If ~~market~~we isexperience ~~segmented~~any ~~geographically~~unanticipated ~~into~~delay ~~four~~or difficulties ~~major~~in ~~regions,~~the ~~namely~~manufacture of our Helo wearable devices or if we cannot secure the ~~Americas,~~financing ~~Europe,~~needed ~~Asia-Pacific~~to continue as a viable business, our stockholders may lose some and/or ~~Rest~~all of ~~the~~their ~~World~~investment in us. ~~America~~We isincurred ~~believed~~$1,130,747 toand be$788,204 in net losses for the ~~largest~~years ~~producer~~ended December 31, 2017 and 2016, respectively; and $504,147 in net loss for the quarter ended March 31, 2018. As of ~~wearable~~March ~~technology~~31, ~~devices~~2018, ~~followed~~we byhad ~~Europe~~an ~~and~~accumulated ~~Asia-Pacific~~deficit of $6,719,509.

~~WRMT~~Our isCorporate ~~initially~~History ~~focused~~and in2017 ~~the~~Reorganization ~~‘Lifestyle Computing’ market sector as defined in the Beecham Research ‘Wearable Technology Application Chart’.1~~

~~Twenty~~We ~~percent~~were ofincorporated ~~American~~in ~~adults already own a wearable device and~~ the ~~adoption~~State ~~rate~~of – Nevada on ~~par~~October ~~with~~22, ~~tablets in 2012 – is quickly expected to rise~~2010, ~~according~~under tothe ~~PwC’s~~name ~~Consumer~~Halton ~~Intelligence~~Universal ~~Series~~Brands ~~– The Wearable Future report –2 an extensive U~~Inc.S. ~~research~~Our ~~project~~initial ~~that surveyed 1,000 consumers, wearable technology influencers and~~ business ~~executives,~~was asacting ~~well~~ as ~~monitored~~a ~~social media chatter~~brokerage, toconsulting ~~explore the technology’s impact on society~~ and marketing ~~business.~~firm Inspecializing ~~the last three decades, PwC has examined how technological innovation plays an increasingly prominent role~~ in ~~helping~~brand ~~brands~~consulting ~~set themselves apart in their respective industries~~ and ~~how~~new ~~wearable~~product ~~technology~~strategy ~~can~~consulting offer brands an opportunity to establish themselves, particularly in the entertainment, media and communications (EMC), health, retail and technology industries. The report found that companies in the EMC industries have perhaps the largest opportunity for ~~advancement~~emerging ~~and growth in the wearable technology market~~brands. ~~Basically, where there’s a screen, there’s an opportunity – and if projections that sales of wearables could reach 130 million units in 2018 are correct, that opportunity is big.~~

~~Seventy-three~~Effective ~~percent~~October ~~of survey respondents in the PwC report expect wearable technology to make media and entertainment more immersive and fun~~29, and the expectations were even higher among millennials at 79 percent. In fact, 64 percent of millennials said they would be excited to try a wearable technology product introduced by an entertainment or media company, compared to 42 percent of the general population. As social media becomes more fundamental to the way we receive information and interact with others, consumers want wearable technology to offer anytime/anywhere access to their favorite networks. This is especially true among millennials, who were three times as likely as the general population to list real-time social media updates as an important benefit of wearables. Ninety-seven percent of American children ages 12 to 17 play an average of one hour of video games per day. Wearable technology is poised to offer a host of new platforms and devices to make gaming more visually and physically engaging than ever before. Sixty-four percent of consumers ages 18 to 24 say they would be motivated by this.2014:

~~According~~1. toPower ~~recent~~Clouds ~~research,~~Inc. ~~the~~(formerly ~~global~~known ~~wearable~~as ~~electronic~~World ~~device~~Assurance ~~market~~Group, isInc., ~~forecasted~~and which we refer to ~~grow~~as ~~from~~PWCL) ~~$3.~~acquired 7,095,000 ~~billion~~shares inof ~~2013~~our tocommon ~~$8.3~~stock, ~~billion~~representing ~~(18~~98% ~~percent~~of ~~CAGR)~~the bythen ~~2018.~~issued and outstanding share capital of our company, for cash consideration of $378,000;

We discontinued our previously existing brokerage and brand consultancy business; and

We acquired a mobile phone business and related assets from PWCL for consideration of $557,898, funded by way of debt from PWCL

We accounted for the October 29, 2014 transactions as a reverse merger of PWCL’s mobile phone business and related assets into the Company.

Effective on December 22, 2014 we changed our name from Halton Universal Brands, Inc. to World Media & Technology Corp.

On March 25, 2015, we issued 12,000,000 shares of our common stock to Mr. Fabio Galdi, our then Chief Executive Officer and majority stockholder and currently our Chairman of the Board and Chief Technology Officer, at $0.25 per share, for total proceeds of $3,000,000 in cash.

On March 30, 2015, we entered into a Common Stock Purchase Agreement with PayNovi Ltd., an Irish limited liability company (or PayNovi) and Anch Holdings Ltd., an Irish limited liability company (or Anch). Pursuant to the terms of the SPA, we purchased 350 shares of PayNovi’s common stock, which represented 35% of PayNovi’s issued and outstanding shares as of the closing date, for a purchase price consisting of 1,361,000 shares of our common stock, which represented 5% of our then total issued and outstanding shares, and 3,937,005 shares of PWCL’s common stock, which represented 5% of PWCL’s then total issued and outstanding shares.

ByIn ~~volume~~October 2015, PWCL distributed 14,021,122 of the ~~market~~15,095,000 ~~will~~shares ~~increase~~of 30our ~~percent~~common ~~CAGR~~stock ~~from~~held ~~35.7~~by ~~million~~PWCL to ~~134~~its ~~million units~~stockholders. ~~Analysts~~In ~~believe~~December ~~that~~2016, ~~wearables~~the ~~will~~remaining ~~live~~1,073,878 upshares of toour ~~the~~common ~~“hype,”~~stock ~~and~~held ~~smart~~by ~~devices~~PWCL ~~have~~were ~~the~~transferred ~~ability~~ to ~~become~~World ~~standalone~~Global ~~devices~~Cash ~~rather~~Pte. ~~than~~Ltd., ~~smartphone~~a ~~accessories.~~wholly-owned subsidiary of WGN.

~~MVNO~~On October 5, 2016, we filed a Form 15 to suspend our duty to file reports under Sections 13 and 15(~~Mobile~~d) ~~Virtual~~of ~~Network~~the ~~Operator~~Securities Exchange Act of 1934, as amended. In order to enable our common stock to continue to trade on the OTC Pink Market after the filing of the Form 15, we have satisfied our obligations to make adequate current information publicly available within the meaning of Rule 144(c)(2) ~~wireless~~of ~~services~~the Securities Act of 1933, as amended, through the filing of Annual and Quarterly Reports and Supplemental Information with OTC Markets. Copies of these reports are publicly available on the OTC Disclosure and News Service.

AOn ~~mobile~~January ~~virtual~~6, ~~network~~2017, ~~operator~~we ~~(MVNO)~~issued is100 ashares of ~~wireless~~our ~~communications~~Series ~~services~~A ~~provider~~Super ~~that~~Voting ~~does~~Preferred ~~not~~Stock ~~own the wireless network infrastructure over which it provides services~~ to ~~its~~Fabio ~~end~~Galdi ~~customers.~~in Anexchange ~~MVNO~~for ~~enters~~the ~~into~~cancellation aof ~~business agreement with a mobile network operator (MNO) to obtain bulk access to network services at wholesale rates. It then sets its own retail prices independently~~$250,000 ~~and~~of ~~may~~unpaid ~~also~~management ~~offer other value added services~~ service ~~to better address specific customers needs in the segment they address~~ fees.

AnOn ~~MVNO~~October ~~incurs~~1, no2017, ~~significant~~we, ~~capital~~Fabio ~~expenditure~~Galdi, onWGN and ~~spectrum~~WGN’s ~~and~~wholly ~~infrastructure~~owned ~~and~~subsidiary, ~~does~~World ~~not~~Global ~~have~~Assets ~~the~~Pte. ~~time-consuming~~Ltd., ~~task~~entered ofinto ~~building~~a ~~out~~Stock ~~extensive~~Exchange, ~~radio~~Debt ~~infrastructure~~Forgiveness and Intellectual Property Assignment Agreement. InPursuant ~~some~~to ~~cases~~the ~~mobile~~terms ~~network~~of ~~operators~~that ~~operate~~Agreement, ~~their~~we ~~own~~issued ~~‘sub-brand’~~8,000,000 ~~business~~shares ~~unit~~of our common stock to ~~complement~~WGN. We ~~their~~also ~~retail~~transferred ~~model~~350 ~~such~~common asstock ~~Sprint~~shares ~~operating~~of ~~both~~PayNovi ~~Virgin~~to ~~Mobile~~WGN and ~~Boost~~agreed ~~Mobile~~to ~~alongside~~forgive ~~its~~the ~~core~~remaining ~~services~~outstanding inbalance ~~the~~$1,140,506 owed ~~United~~to ~~States~~us by WGN for borrowed money.

~~The~~In ~~GSM~~exchange: ~~Association~~ (~~GSMA~~i) ~~has~~Fabio ~~identified~~Galdi ~~eight~~returned ~~separate~~to us ~~categories~~for cancellation all 100 shares of ~~MVNOs,~~our ~~namely~~Series ~~discount,~~A ~~telecom,~~Super ~~media/entertainment,~~Voting ~~migrant,~~Preferred ~~retail,~~Stock ~~business,~~held ~~roaming~~by ~~and~~Fabio ~~M2M~~Galdi, (ii) Mr. ~~The~~Galdi ~~GSMA~~forgave ~~reported~~the amounts ~~that~~owed asby the Company to him for past services rendered in the aggregate amount of ~~June~~$150,000, ~~2014~~(iii) ~~there~~WGN ~~were~~assigned ~~943~~and ~~active~~transferred to ~~MVNO's~~us ~~worldwide~~of all of its right, title and ~~255~~interest ~~sub~~in ~~brands~~and ~~operated~~to bycertain ~~MNO’s~~technology, ~~themselves.~~intellectual ~~‘Discount’~~property and ~~‘Telecom’~~intellectual ~~MVNOs~~property ~~are~~rights, which ~~the~~rights ~~most~~comprise ~~prominent~~a ~~types~~key component of ~~operation~~our current business, ~~accounting~~(iv) ~~for~~WGN ~~46%~~and ofMr. ~~the~~Galdi ~~global~~agreed ~~MVNO~~not ~~market~~to source, ~~while~~promote ~~19%~~or ~~are~~enter ~~owned~~in to byany ~~companies~~agreement ~~that~~for ~~come~~any technology similar to our technology from ~~adjacent~~any ~~industries~~supplier other than our company and (ev) WGN agreed to terminate and forego its exclusive relationship with Quality Technology Industrial Co.g Ltd. ~~retailers,~~and ~~banks,~~to TVpurchase orHelo ~~media~~devices ~~organizations),~~directly from ~~leaving~~us ~~34%~~upon of the ~~market~~terms and subject to ~~specialized~~the ~~providers~~conditions ~~focused~~set onforth ~~segments~~in ~~such~~a Strategic Partner Master Sales and World Wide Distribution Agreement dated as ~~business,~~of ~~migrant~~October 1, ~~M2M~~2017 between us and ~~roamers~~WGN.

~~Global~~As ~~MVNO~~a ~~split~~result byof ~~region~~the October 1, ~~2014~~2017 transactions, our business model is more akin to a traditional wholesale model whereby our distributor, WGN, places its orders directly with us on a prepaid basis and, based on such orders, we will instruct our supplier to build and ship the Helo devices in accordance with the specifications furnished by WGN.

~~Source:~~On ~~GSMA~~December ~~Intelligence~~4, 2017, we changed our name to World Technology Corp, with the stock symbol “WCOR” to re-position our company as a technology company.

InCorporate aInformation recent report from visiongain, a leading analyst firm,3 the MVNO market is set to grow strongly in the next five years, as an increasing number of regulators embrace the benefits of a more competitive telecoms market. This growth will be driven mainly by developing countries as the European and North American MVNO markets are reaching a plateau. New services such as mobile money and M2M will help driving this growth, but the most important factor is the changing regulatory environment supporting MVNOs. Visiongain expects critical markets to open their doors and create a more supportive regulation for MVNO’s, increasing competition and consumer welfare in the telecoms industry.

AOur ~~March~~principal ~~2015~~offices ~~report~~are bylocated ~~Grand~~at ~~View~~600 Brickell ~~Research~~Avenue, 4Suite ~~suggests~~1775, ~~that~~Miami, ~~the~~Florida ~~global~~33131, ~~MVNO~~and ~~market~~our ~~size~~telephone ~~was~~number ~~$35~~is (855)-467-6500.92 Our ~~Billion~~website inis ~~2013~~https://www.worldcorp.com. ~~and~~The website address is ~~expected~~intended to ~~reach~~provide ~~$73.20 Billion by 2020~~inactive, atextual ~~CAGR~~references ofonly ~~9.4%~~and ~~from~~the information ~~2014~~on toor ~~2020. In~~that ~~the~~can ~~same~~be ~~report,~~accessed ~~Global~~through ~~MVNO~~such ~~subscribers~~website ~~are~~is ~~expected~~not topart ~~exceed~~of ~~300~~this ~~million by 2020~~prospectus.

Products and Services

The Company currently offers Wearable Technology Products and ‘MVNO’ (Mobile Virtual Network Operator) wireless services to end customers.

~~Wearable~~THE ~~Technology - LUMINA™ Glasses’~~OFFERING

~~LUMINA™~~The ~~smart~~following ~~glasses~~summary ~~provide~~contains ~~the~~basic information ~~wearer~~about ~~with~~our asecurities ~~high~~and ~~quality,~~the ~~wire-free,~~offering ~~infotainment~~and ~~experience~~is ~~delivering~~not aintended ~~high-resolution,~~to ~~wide~~be ~~screen, binocular display with built-in stereo sound~~complete. ~~All~~ ofIt ~~this~~does isnot ~~packed~~contain ~~into~~all athe ~~wearable~~information ~~device~~ that may isbe ~~surprisingly~~important ~~light and comfortable~~ to ~~wear~~you. ~~LUMINA™~~For ~~employs~~a ~~the~~more ~~latest~~complete ~~and~~understanding ~~most~~of ~~powerful,~~our ~~commercially~~common ~~available~~stock ~~technology~~and ~~in the market today. LUMINA’s™ see-through~~Warrants, ~~binocular~~you ~~display~~should ~~offers~~read athe ~~screen~~section ~~size~~entitled “Description ~~from~~of ~~51”~~Capital ~~to a massive 420~~Stock” ~~enabled~~in bythis ~~LUMINA’s™ Infinity View Technology~~prospectus. ~~Its high-speed performance comes from MediaTek’s octa-core MTK 6595 CPU. It has a 13MP camera, gyroscopes, accelerometers, compass, GPS, 2 microphones~~

full HD video recording and revolutionary new bone conduction speakers.

Common stock offered by us		shares of common stock

Common stock outstanding before this offering		shares of common stock

Common stock to be outstanding after this offering		shares of common stock ( shares of common stock if the underwriter exercises in full its overallotment option, assuming none of the Warrants issued in this offering are exercised)

Warrants offered by us		Warrants to purchase an aggregate of shares of common stock. Each Warrant entitles the holder to purchase one share of common stock at an exercise price of $ per share, will be immediately exercisable and will expire on the fifth anniversary of the original issuance date, This prospectus also relates to the offering of the shares of common stock issuable upon exercise of the Warrants. We will not list the Warrants on any securities exchange or other trading market. Without a trading market, the liquidity of the Warrants will be limited.

Overallotment option		We have granted the underwriter an option to purchase up to shares of our common stock and/or up to additional Warrants, in any combinations thereof, at the public offering price, solely to cover over-allotments, if any. This option is exercisable, in whole or in part, for a period of 45days from the date of this prospectus.

Use of proceeds		We estimate that the net proceeds from this offering will be approximately $10.0 million, before taking into account the proceeds to be received from any future exercise of the Warrants issued to investors in this offering and after deducting underwriting discounts and commissions and offering expenses payable by us. If the underwriter exercises its overallotment option in full, we estimate that the net proceeds from this offering will be approximately $ million, before taking into account the proceeds to be received from any future exercise of the Warrants issued to investors in this offering and after deducting underwriting discounts and commissions and offering expenses payable by us Although we will have broad discretion on the use of proceeds from this offering, we intend to use the net proceeds from this offering for the following purposes: (i) approximately $3.5 million for research and development; (ii) approximately $1.5 million for talent recruitment and retention; (iii) approximately $2.0 million for business development; and (iv) the remainder for working capital and general corporate purposes and other general and administrative matters. See "Use of Proceeds".

Dividend Policy		We have never declared or paid dividends on our common stock and currently do not anticipate declaring or paying any cash dividends on our common stock following this offering

Transfer Agent, Warrant Agent and Registrar		ClearTrust, LLC

Lockup agreements		See “Underwriting” for more information.

Risk factors		An investment in our company entails a high degree of risk. See “Risk Factors” beginning on page 12 of this prospectus and the other information included in this prospectus for a discussion of factors you should carefully consider before investing in our securities.

OTC Pink MKT trading symbol		WCOR

Proposed NASDAQ symbol and listing		We have applied to list our common stock on the NASDAQ Capital Market under the symbol "WCOR”. There can be no assurance that our application will be approved. The closing of this offering is contingent upon the successful listing of our common stock on the NASDAQ Capital Market.

~~LUMINA™~~Unless ~~also~~we ~~comes~~indicate ~~equipped with its own data storage~~otherwise, ~~streamlined~~all ~~battery~~information in ~~and~~this isprospectus ~~also~~assumes ~~pre-installed~~no ~~with~~exercise ~~its~~by ~~Cloud~~the ~~Based~~underwriters ~~Media~~of ~~and~~the ~~Communication~~overallotment ~~platform~~option ~~pre-configured~~or ~~to provide a suite~~ of ~~communication~~the ~~services~~Representative’s ~~including videoconference~~Warrants, ~~webinar~~ and ~~telephony~~is ~~solutions.~~based ~~Despite~~on 36,722,244 ~~being~~shares ~~loaded with all~~ of ~~this~~common ~~cutting~~stock ~~edge~~issued ~~technology,~~and ~~LUMINA™~~outstanding ~~weighs~~as ~~only~~of July ~~135g~~13, ~~(less~~2018, ~~than~~and ~~5 ounces). For more information see http~~excludes:~~//www.worldmediatech.com/lumina-glasses~~

~~MVNO~~· –7,000,000 ~~‘SPACE~~shares ~~Wireless’~~of common stock that are eligible for future option grants under our 2018 Stock Incentive Plan;

~~‘SPACE~~· ~~Wireless’~~shares isof ancommon ~~MVNO~~stock ~~(Mobile~~issuable ~~Virtual~~upon ~~Network~~the ~~Operator)~~exercise ~~initially~~of ~~operating in~~ the ~~United~~Warrants ~~States.~~offered ~~SPACE~~hereby ~~Wireless~~at ~~offers~~an ~~unlimited~~exercise ~~voice,~~price ~~texting~~of ~~and~~$ 4Gper ~~LTE~~share; data services to subscribers nationwide, on a prepaid basis with no annual contracts. Instead users pay as they go, month to month. Customers can also bring their own device or choose from devices supplied by SPACE. SPACE intends to bring its wireless service to other countries as it becomes practical and ~~subject to regulatory, MNO support and partner availability. For more information see http://www.worldmediatech.com/space-wireless~~

~~The~~· ~~Company~~shares ~~distributes~~of ~~the~~common ~~LUMINA™~~stock ~~glasses~~issuable ~~and~~upon ~~SPACE~~the ~~computer~~exercise ~~devices~~of ~~with~~ the ~~SPACE~~Representative’s ~~Wireless~~Warrants ~~service~~at ~~embedded~~an ~~and~~exercise ~~pre-enabled~~price ~~as part~~ of a$ ~~turnkey~~per ~~offering~~share, inincluding ~~order~~shares toof ~~differentiate~~common ~~from~~stock ~~other~~to ~~providers.~~be ~~The~~issued ~~Company~~upon ~~currently offers~~ the ~~SPACE~~exercise ~~wireless~~of ~~services~~Warrants ~~only~~included in the ~~United~~Representative’s ~~States.~~Warrants ~~LUMINA™~~at ~~glasses~~an ~~are~~exercise ~~marketed~~price ~~and~~of ~~sold~~$ ~~around~~per ~~the world~~share.

Additionally, the Company intends to offer customers the opportunity to become a subscriber to the Company’s proposed unified cloud based communications platform, ‘SPACE Works’ that is currently under development.

Growth Strategy

The Company’s goal is to develop and commercialize its wearable technology products on a global basis so that it can establish and build an industry-leading position as a unique, market leading, wearable device solution provider.

Initially the MVNO wireless service will be sold in the United States and thereafter in numerous countries as regulatory and MNO partner agreements permit.

Sales and Marketing

Technology is either developed, acquired or licensed and marketed to end-users through distribution partners. We generally focus our marketing efforts on support of distribution partner sales efforts. In particular, we focus on sales collateral and events for prospective downstream sales agents and end-customers. Our use of advertising is minimal.

~~The~~SUMMARY ~~Company~~CONSOLIDATED ~~has~~FINANCIAL completed exclusive distribution agreements with leading international direct sales companies to engage in marketing and selling the Company’s proprietary devices and services to technology savvy users, who subscribe to the offering. The Company plans to successfully leverage the uniqueness of SPACE Computer and Lumina Glasses that will be exclusively available through these global distribution channels.DATA

~~SPACE~~The ~~Wireless~~following ~~services~~table includes ~~are~~(i) ~~available~~summary asconsolidated statements aof ~~monthly~~operations ~~subscription~~data ~~service. SPACE~~for ~~Wireless~~the ~~offers~~years ~~different~~ended ~~pricing~~December ~~plans~~31, ~~depending~~2017 onand 2016 and the ~~levels~~quarters ended ofMarch 31, 2018 (unaudited) and 2017 (unaudited) and (ii) summary consolidated balance sheet data ~~required.~~as ~~SPACE~~of ~~Works~~December 31, ~~when~~2017 and ~~launched~~2016 and March 31, is2018, derived from our audited and unaudited consolidated financial statements and related notes included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States of America. Our historical results are not necessarily indicative of the results that may be expected toin ~~have~~the ~~different~~future. ~~price~~You ~~plans~~should ~~depending~~read onthis information together with the ~~levels~~sections entitled “Capitalization”, “Management’s Discussion and Analysis of ~~functionality~~Financial ~~require~~Condition and Results of Operations”, “Selected Consolidated Financial Data”, and our consolidated financial statements and related notes included elsewhere in this prospectus.

Customers

	Years Ended December 31,						Three Months Ended March 31,
	2017			2016			2018			2017
Statements of Operations Data							(unaudited)			(unaudited)
Total revenues	$	4,110,000		$	2,038,171		$	2,463,500		$	500,000
Total cost of revenues		1,845,000			1,516,180			1,906,500			-
Gross profit		2,265,000			521,991			557,000			500,000
Total operating expenses		3,436,861			1,378,116			1,061,147			597,622
Loss from operations		(1,171,861	)		(856,125	)		(504,147	)		(97,622	)
Total other income		41,114			67,921			-			13,554
Net loss	$	(1,130,747	)	$	(788,204	)	$	(504,147	)	$	(84,068	)
Net loss per share: basic and diluted	$	(0.04	)	$	(0.03	)	$	(0.01	)	$	(0.00	)
Weighted-average number of common shares outstanding: basic and diluted		30,644,436			28,581,000			36,722,244			28,662,994

The Company, via exclusive distribution partners, targets technologically inclined subscribers and early adopters who seek a rich infotainment experience delivered via unique products. These customers will also become subscribers to the services. It is expected that initial customers will come from Florida, Texas and California, and thereafter sales will spread throughout the rest of North America and internationally.

	December 31,				March
	2017		2016		31, 2018
Balance Sheet Data					(unaudited)
Total current assets	$	1,992,761	$	429,114	$	1,601,122
Total assets		2,021,049		1,305,939		1,627,511
Total current liabilities		1,783,623		350,000		1,894,232
Total liabilities		1,783,623		350,000		1,894,232
Total stockholders’ equity (deficit)		237,426		955,939		(266,721	)
Total liabilities and stockholders’ equity	$	2,021,049	$	1,305,939	$	1,627,511

Manufacturing

We have no manufacturing capabilities and do not intend to develop any manufacturing capabilities. We currently depend on third party equipment manufacturers for our LUMINA Glasses. Any interruption in supply and or consistency of our products may harm our relationships and reputation with customers, and have a materially adverse effect on our business, results of operations and financial condition.

The Company currently relies on a third party manufacturer in China for the production of our products. Our products are manufactured on a purchase-order basis with production being initiated following receipt of an initial payment from us. We do not currently have any exclusive production or distribution arrangements.

We do not have any output or requirements contracts with our manufacturer. Our manufacturer provides us with finished products, which are shipped to the distributors, for onward sale to end users. Certain Chinese factories and the products they export have recently been the source of safety concerns and recalls, which is generally attributed to lax regulatory, quality control and safety standards. Should Chinese factories continue to draw public criticism for exporting unsafe products, whether those products relate to our products or not we may be adversely affected by the stigma associated with Chinese production, which could have a material adverse effect on our business, results of operations and financial condition.

Although we believe that several alternative sources for our products are available, any failure to obtain the components, chemical constituents and manufacturing services necessary for the production of our products would have a material adverse effect on our business, results of operations and financial condition.

Competition

We are subject to significant competition that could impact our ability to gain market share, win business and increase the price pressure on our products. We face strong competition from a wide variety of firms, including large, national and international technology and telecommunications companies. Many of our competitors have considerably greater financial, marketing and technological resources, which may make it difficult to win new customers and compete successfully. Certain competitors operate larger facilities and have longer operating histories and presence in key markets, greater name recognition, larger customer bases and significantly greater financial, sales and marketing, manufacturing, distribution, technical and other resources. As a result, these competitors may be able to adapt more quickly to new or emerging technologies and changes in customer requirements. They may also be able to devote greater resources to the promotion and sale of their products. Moreover, we may not have sufficient resources to undertake the continuing research and development necessary to remain competitive.

WeRISK have different competition in each of our target markets. The primary competitors for our wearable technology products are Google, Apple, Samsung, Sony among others. SPACE Wireless main competitors are the MNO operators in the United States such as Verizon, Sprint, AT&T and T-Mobile, and over 25 other established MVNO’s such as Virgin Mobile, Boost, Tracfone and Cricket.FACTORS

~~Regulation~~An investment in our securities involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating our company and our business before purchasingour securities. Our business, operating results and financial condition could be seriously harmed as a result of the occurrence of any of the following risks. You could lose all or part of your investment due to any of these risks.

~~The~~Risks ~~telecommunications~~Related ~~industry~~To isOur ~~subject~~Financial to significant regulation at the national, state, local and international levels. These regulations affect our business. Generally, in the United States, some of our products and services are subject to varying degrees of federal, state, and local regulation, including regulation by the Federal Communications Commission (FCC) and various state public utility commissions. We may also be subject to similar regulation by foreign governments and their telecommunications/regulatory agencies. While these regulatory agencies grant us the authority to operate our business, they typically exercise minimal control over our services and pricing. However, they do require the filing a various reports, compliance with public safety and consumer protection standards, and the payment of certain regulatory fees and assessments.Position

We ~~cannot~~have ~~assure~~a ~~that~~limited ~~the~~operating ~~applicable~~history ~~U.S.~~ and foreign regulatory agencies will grant us the required authority to operate, will allow us to maintain existing authority so we can continue to operate, or will refrain from taking action against us if we are found to have ~~provided~~incurred significant ~~services~~losses ~~without~~since ~~obtaining~~ the ~~necessary~~commencement ~~authority. Similarly, if our pricing, and/or terms or conditions~~ of ~~service,~~operations. ~~are~~Our ~~not~~company ~~properly~~is ~~filed~~therefore or updated with the applicable agencies, or if we are otherwise not fully compliant with the rules of the various regulatory agencies, regulators or other third parties could challenge our actions and we could be subject to ~~forfeiture of our authority to provide service, or to penalties, fines, fees, or other costs. We have been delinquent in certain filing and reporting obligations in~~ the ~~past~~risks ~~including,~~associated ~~but not limited to, filings~~ with ~~the~~new ~~FCC and Universal Service Fund (USF) reports and payments~~businesses. ~~As of the date of this document we believe we are current with our filing and reporting obligations.~~

We ~~constantly~~commenced ~~monitor~~operations ~~the~~in ~~actions~~May of2014 ~~the federal~~ and have ~~various~~generated ~~state~~limited ~~regulatory~~revenues ~~agencies, and doing our best~~ to ~~see~~date. ~~that~~We weincurred ~~are~~$1,130,747 inand ~~compliance with the applicable regulations~~$788,204 ~~including~~in ~~any~~net ~~new~~losses ~~regulations~~for ~~that~~the ~~may~~years beended ~~passed.~~December ~~However~~31, ~~there~~2017 and ~~can~~2016, berespectively, noand ~~assurance~~$504,147 ~~that~~in wenet ~~are~~loss ~~fully~~for ~~aware~~the ofquarter ~~all~~ended ~~applicable~~March ~~requirements~~31, ~~or that we will always be fully compliant~~2018. ~~Should~~As weof ~~fail~~March ~~at any time to be compliant with applicable federal or state regulations~~31, ~~or to file required reports to federal or state regulatory agencies~~2018, we ~~could~~had bean ~~subject~~accumulated deficit toof ~~fines or other penalties~~$6,719,509.

~~Patent,~~We ~~Trademark,~~have ~~License~~a limited operating history upon which an evaluation of our future success or failure can be made. We have developed new Life Sensing Technology that has generated limited revenue and ~~Franchise~~carries ~~Restrictions~~significant risks generally associated with the development and ~~Contractual~~manufacturing ~~Obligations~~and marketing of any new product or service. As these products are new in the market, there can be no certainty that customers will ultimately adopt the products and ~~Concessions~~services we manufacture. Even if we do generate revenues from these new products in the future, these revenues may not be sufficient to cover our operating costs.

OnIt ~~October~~is 29too early to predict if we will be able to generate significant revenues. Therefore, ~~2014~~we are, asand ~~part~~expect offor ~~its~~the ~~acquisition~~foreseeable offuture to be, subject to all the ~~SPACE~~risks and ~~technology~~uncertainties, inherent in a new business and ~~certain~~the development and sale of new wearable devices and related ~~assets~~software ~~form~~applications. As ~~PWCL~~a result, ~~the~~we ~~Company~~may ~~acquired~~be ~~the~~unable ~~‘SPACE’~~to fully develop, sell and ~~LUMINA™~~derive ~~Glasses’~~material ~~brands~~revenues ~~previously~~from ~~developed~~our byproducts ~~World~~in ~~Global~~the ~~Assets~~timeframes ~~Pte~~we ~~Ltd~~project, if ~~(WGA)~~at all, and our inability to do so would materially and adversely impact our viability as a ~~subsidiary~~company. ofIn ~~PWCL~~addition, inwe ~~order~~still must establish certain functions necessary to ~~develop~~operate our business, including finalizing our managerial and ~~commercialize~~administrative ~~these~~structure, continuing ~~products~~product and ~~services~~technology development, implementing financial systems and controls and personnel recruitment.

~~Our~~Accordingly, ~~success~~you ~~and~~should ~~ability~~consider toour ~~compete effectively are dependent~~ prospects in ~~part~~light ~~upon~~of our ~~proprietary~~limited ~~technology. We~~operating ~~rely~~history ~~on a combination of copyright, trademark~~ and ~~trade~~the ~~secret laws~~costs, ~~as well as nondisclosure agreements and other contractual restrictions~~uncertainties, todelays ~~establish~~ and ~~protect~~difficulties ~~our~~frequently ~~proprietary~~encountered ~~rights.~~by ~~Employees~~companies in ~~are~~their ~~required~~initial torevenue ~~execute~~generating ~~confidentiality~~stages, ~~and~~particularly ~~non-use~~those ~~agreements that transfer any rights they may have~~ in ~~copyrightable~~the ~~works~~wearable ordevice ~~patentable technologies to us~~sector. In ~~addition~~particular, ~~prior to entering into discussions with~~ potential ~~business~~investors should ~~partners~~consider ~~or customers regarding our business and technologies, we generally require~~ that ~~such~~there ~~parties~~is ~~enter into nondisclosure agreements with us. If these discussions result in~~ a ~~license~~significant orrisk ~~other~~that ~~business relationship,~~ we ~~also~~will ~~generally require that the agreement setting forth the parties’ respective rights and obligations include provisions for the protection of our intellectual property rights. The steps taken by us may~~ not, ~~however,~~ be ~~adequate~~able to ~~prevent the misappropriation of our proprietary rights or technology.~~:

To· ~~date,~~implement weor doexecute ~~not~~our ~~have~~current ~~any~~business ~~federally registered trademarks. However~~plan, weor ~~are~~that ~~currently~~our inbusiness ~~the~~plan ~~process~~is ~~of applying for federal registration of some of our marks.~~sound;

maintain our management team and Board of Directors;

raise sufficient funds in the capital markets or otherwise to effectuate our business plan; or

determine that our technologies that we have developed are commercially viable; and/or

If we are unable to manage these and similar risks, we may be unable to achieve sustainable revenues or net profits. If we cannot generate sufficient revenues to operate profitably, we will not be able to execute our business plan and our business may fail.

WeOur doindependent ~~not~~registered ~~currently~~public ~~have~~accounting ~~any~~firm ~~patents~~has expressed orsubstantial ~~patent~~doubt ~~applications~~about ~~in process. Any future patent applications with respect to~~ our ~~technology~~ability may not be granted, and, if granted, patents may be challenged or invalidated. In addition, issued patents may not provide us with any competitive advantages and may be challenged by third parties. Our practice is to ~~affix~~continue ~~copyright~~as ~~notices~~a ongoing ~~our product literature in order to assert copyright protection for these works~~concern.

~~Despite~~Our ~~our~~auditors ~~efforts~~have toincluded ~~protect~~a ~~our~~“going concern” ~~proprietary~~paragraph ~~rights,~~in ~~unauthorized~~their ~~parties~~opinion ~~may~~on ~~attempt~~our toconsolidated ~~duplicate~~financial ~~aspects~~statements, ofexpressing ~~our~~substantial ~~products~~doubt oras to ~~obtain~~our ~~and~~ability to ~~use~~continue ~~information~~as ~~that~~an weongoing ~~regard~~business asfor ~~proprietary~~the next twelve months. Our ~~steps~~consolidated tofinancial ~~protect~~statements ~~our~~do ~~proprietary~~not ~~technology~~include ~~may~~any ~~not~~adjustments that bemay ~~adequate~~result tofrom ~~prevent~~the ~~misappropriation~~outcome of ~~such~~this ~~technology,~~uncertainty. ~~and~~If ~~may~~we ~~not~~experience ~~preclude~~any ~~competitors~~unanticipated ~~from~~delay ~~independently~~or ~~developing~~difficulties ~~products~~in ~~with~~the ~~functionality~~manufacture and ordistribution ~~features~~of ~~similar~~our toHelo ~~our~~wearable ~~products. If~~devices and if we ~~fail~~cannot tosecure ~~protect~~the ~~our~~financing ~~proprietary~~needed ~~technology,~~to ~~our~~continue as a viable business, our ~~financial~~stockholders ~~condition~~may ~~and~~lose ~~results~~some ofor ~~operations~~all ~~could~~of betheir ~~harmed~~investment ~~significantly~~in us.

~~The~~We ~~telecommunications~~will ~~and~~require ~~technology~~additional ~~markets~~financing ~~have~~to ~~been~~fund ~~characterized~~our bycurrent business ~~substantial~~plan, ~~litigation~~even ~~regarding~~following ~~patent~~this ~~and other intellectual property rights~~offering. ~~Litigation,~~The ~~which~~failure ~~could result in substantial cost~~ to ~~and~~obtain ~~diversion~~such offinancing ~~our efforts,~~ may berestrict ~~necessary~~our toability ~~enforce trademarks issued~~ to usgrow or tomay ~~determine~~cause our ~~the~~business ~~enforceability, scope and validity of the proprietary rights of others. Adverse determinations in any litigation or interference proceeding could subject us~~ to ~~costs related to changing names and a loss of established brand recognition~~fail.

~~Research~~We have limited cash, and ~~Development~~our ~~Activities~~working capital is dependent on the timing and size of the Helo orders that our sole exclusive distributor will place with us. Our current capital is not sufficient to enable us to execute our current business plans, and we will be required to obtain additional financing to fund our business operations. We may not have funds sufficient for additional investments in our business that we might want to undertake. We will require additional capital in the near and over the longer term.

~~During~~We ~~the~~plan ~~period~~to ~~from~~pursue ~~inception~~sources of ~~the~~such ~~LUMINA™~~capital through ~~Glasses’~~various financing transactions and ~~SPACE~~arrangements, ~~Wireless~~including ~~business~~debt infinancing, ~~May~~equity ~~2014~~financing, ~~through~~joint toventuring ~~December~~of ~~31,~~projects or ~~2014,~~other ameans. ~~total~~We ofmay ~~$522,388~~be ~~has~~unable ~~been~~to ~~incurred~~locate suitable financing transactions in ~~research~~the ~~and~~time ~~development~~period ~~costs.~~required Ofor ~~this~~at ~~balance~~all, ~~$454~~or on terms we find attractive,~~672~~ ~~was~~and ~~incurred~~we ~~while~~may ~~the~~not ~~SPACE~~obtain ~~business~~the ~~was~~capital ~~owned~~we require by ~~PWCL~~other ~~prior~~means. toIf ~~its~~we ~~transfer~~do tosucceed ~~the~~in ~~Company~~raising onadditional ~~October 29~~capital, ~~2014,~~the capital ~~while~~received ~~the~~may ~~Company~~not ~~incurred~~be ~~$69,216~~sufficient ~~after~~to itfund ~~had~~our ~~acquired~~operations ~~the~~going ~~business~~forward onwithout ~~October~~obtaining ~~29,~~further ~~2014.~~additional financing.

WeMoreover, ~~currently~~if ~~plan~~we toraise ~~spend~~additional ancapital by ~~additional~~issuing ~~$500~~equity securities,~~000~~ ~~approximately~~the onpercentage ~~research~~ownership of our existing stockholders will be reduced, and ~~development~~accordingly ~~activities~~our instockholders may ~~the~~experience ~~future~~substantial ~~related~~dilution. toWe ~~continued~~may ~~development~~also ~~and~~issue ~~testing~~equity ofsecurities ~~current~~that provide for rights, preferences and ~~new~~privileges ~~wearable~~senior to ~~technology~~those ~~products~~of ~~and~~our ~~related~~common ~~services~~stock.

~~Compliance~~Debt ~~with~~financing, ~~Environmental~~if ~~Laws~~obtained, may involve agreements that include liens on our assets, covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, could increase our expenses and require that our assets be provided as a security for such debt. Debt financing would also be required to be repaid regardless of our operating results.

WeOur ~~are~~ability ~~not~~to ~~aware~~obtain needed financing may be impaired by conditions in the capital markets (both generally and in our industry in particular). Some of ~~any~~the ~~environmental~~contractual ~~laws~~arrangements governing ~~that~~our ~~have~~operations ~~been~~may ~~enacted~~require us to maintain minimum capital, ~~nor~~and ~~are~~we may lose our contract rights if we ~~aware~~do not have the required minimum capital. If the amount of ~~any~~capital ~~such~~we ~~laws~~are ~~being~~able ~~contemplated~~to ~~for~~raise ~~the~~from ~~future,~~financing ~~that~~activities ~~impact~~is ~~issues~~insufficient, ~~specific~~we may be required to curtail our business plans or our business may fail, which in either case could result in the loss of your investment.

~~Employees~~Risks Related to Our Business and Industry

AsThe loss of the ~~date~~services of ~~this~~our ~~Registration~~key ~~Statement we have three~~ employees, particularly the ~~Company’s~~services ~~officers,~~rendered ~~Fabio~~by ~~Galdi,~~Mr. ~~our~~Seán ~~President~~McVeigh, our Chief Executive Officer, ~~and~~Mr. ~~Corporate~~Anthony ~~Secretary,~~S. ~~Alfonso Galdi~~Chan, our Chief Financial Officer and ~~Treasurer,~~Mr. ~~and~~Fabio ~~Alessandro Senatore~~Galdi, our ~~Chief~~Chairman ~~Operating Officer. Our officers~~ and ~~directors~~Chief ~~are~~Technology ~~responsible for planning~~Officer, ~~developing~~could ~~and~~harm ~~operational duties, and will continue to do so throughout the early stages of~~ our ~~growth~~business. Currently the officers devote approximately 50% of their time to WRMT activities. The Company, in the near term, plans to hire key personnel who will ensure that product development and commercialization plans continue to be implemented.

Our success depends to a significant degree on the services rendered to us by our key employees. In particular, we are heavily dependent on the continued services of Mr. Seán McVeigh, our Chief Executive Officer, Mr. Anthony S. Chan, CPA, our Chief Financial Officer and Mr. Fabio Galdi, our Chairman and Chief Technology Officer. The loss of any key employees, including members of our senior management team, and our inability to attract highly skilled personnel with sufficient experience in our industry could harm our business. In addition, we do not maintain any “key-man” insurance policies on Mr. Seán McVeigh, Mr. Anthony S. Chan or any other employees.

~~THE~~If ~~OFFERING~~we fail to attract, train and retain sufficient numbers of qualified people, our prospects, business, financial condition and results of operations will be materially and adversely affected. In order to continue to provide quality products in our rapidly changing business, we believe it is important to attract and retain personnel with experience and expertise relevant to our business. Due to the level of technical expertise necessary to support our existing and new customers, our success will depend upon our ability to attract and retain highly skilled and seasoned professionals. Competition for highly skilled personnel is intense and there may be only a limited number of persons with the requisite skills to serve in these positions. Due to the competitive nature of the labor markets in which we operate, we may be unsuccessful in attracting and retaining these personnel. Our inability to attract and retain key personnel could adversely affect our ability to develop and manufacture our products.

Securities Being Distributed:	13,812,850 shares of common stock, par value $0.001 per share.
Spin Off Date	The spin-off date is expected to occur on or about the date of the effectiveness of this registration statement. Holders of record of Power Clouds Inc. (PWCL) on the record date to be selected will become entitled to receive the Company common shares as outlined above. In addition, their rights as holders of common shares of PWCL will continue
Spin Off Ratio	Pursuant to the PWCL common stock spin-off and associated distributions outlined above, there will be a dividend to PWCL shareholders of WRMT capital stock based on 1 for 6 basis of the 13,812,850 shares of the outstanding common shares in WRMT.
Securities Issued and Outstanding:	There are 28,581,000 shares of common stock issued and outstanding as of the date of this prospectus.
Registration Costs	We estimate our total offering registration costs to be approximately $25,000.
Risk Factors	See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

The lack of public company experience of certain members of our management team could adversely impact our ability to comply with the reporting requirements of U.S. securities laws.

While our Chief Financial Officer has extensive public company experience, our Chief Executive Officer and other members of its senior management team only have limited public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by the Sarbanes-Oxley Act of 2002 or responsibilities such as complying with federal securities laws and making required disclosures on a timely basis. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended, which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company.

The Chairman of our Board of Directors may become subject to conflicts of interest that may not be resolved in favor of our common stockholders.

The Chairman of our Board of Directors, Mr. Fabio Galdi is also a co-founder and the controlling stockholder of WGN. Such association may give rise to potential conflicts of interest, especially with regard to our key Strategic Partner Master Sales and World Wide Distribution Agreement with WGN.

Pursuant to Nevada law, directors of our company and controlling stockholders owe fiduciary duties to the company and its stockholders. Directors are required to exercise the duty of care and the duty of loyalty and to disclose any interest that they may have in any of our projects or opportunities. We intend to adopt a code of ethics and an audit committee charter, both of which will become effective upon the effectiveness of the registration statement to which this prospectus is a part. The code of ethics will provide that an interested director needs to refrain from participating in any discussion among senior officers of our company relating to an interested business and may not be involved in any proposed transaction with such interested business. Furthermore, the audit committee charter will provide that most related party transactions must be pre-approved by the audit committee, which will consist of only independent directors.

A majority of directors and certain of our officers live outside the United States, making it potentially difficult for an investor to enforce liabilities in foreign jurisdictions.

We are a Nevada corporation and, as such, are subject to the jurisdiction of the State of Nevada and the United States courts for purposes of any lawsuit, action or proceeding by investors herein. An investor would have the ability to effect service of process on the Company within the United States. However, a majority of our directors (namely Sean McVeigh and Alessandro Senatore) and certain of our executive officers (namely our CEO, Mr. McVeigh) are non-residents of the United States. Therefore, it may be difficult for investors to:

effect service of process within the United States against our non-U.S. resident directors or officer;

enforce U.S. court judgments based upon the civil liability provisions of the U.S. federal securities laws against any of the above referenced foreign persons in the United States;

enforce in foreign courts U.S. court judgments based on the civil liability provisions of the U.S. federal securities laws against the above foreign persons; and

~~SUMMARY~~· ~~FINANCIAL~~bring ~~INFORMATION~~an original action in foreign courts to enforce liabilities based upon the U.S. federal securities laws against the above foreign persons.

~~The~~Due ~~following~~to ~~tables summarize~~ the ~~relevant~~nature ~~financial~~of ~~information~~our ~~for~~business ~~World Media & Technology Corp. Because this is only a financial summary~~model, itwe ~~does~~rely ~~not~~solely on ~~contain~~WGN ~~all~~as of the ~~financial~~sole ~~information~~distributor ~~that~~of ~~may~~our beproducts ~~important~~and ~~to you~~services. ~~Therefore,~~The ~~you~~loss ~~should carefully read all~~ of ~~the information in~~ this ~~prospectus,~~relationship ~~including~~would ~~the~~severely ~~financial~~harm ~~statements~~our ~~and the explanatory notes herein, before making an investment decision~~business.

~~The~~Pursuant ~~tables~~to a Strategic Partner Master Sales and ~~information~~World ~~below~~Wide ~~are~~Distribution ~~derived~~Agreement ~~from~~dated as of October 1, 2017, between us and WGN, which we refer to as the Master Sales Agreement., we have engaged WGN to act as the sole distributor of our ~~audited~~Helo ~~financial~~devices. ~~statements~~As our sole distributor, WGN also provides marketing and promotion services for our devices in the ~~twelve~~health ~~months~~and ~~ended~~wellness ~~December~~sector. 31WGN places Helo orders with us on a prepaid basis at our wholesale price, ~~2014~~guaranteeing us a 30% gross margin. ~~Such~~Our ~~information~~Helo ~~should~~devices beare ~~read~~manufactured under contract by Quality Technology Industrial Co., Ltd. , which we refer to as QTI, a third-party based in ~~conjunction~~China, ~~with~~and ~~such~~sold ~~financial~~wholesale ~~statements~~by us to WGN. WGN generates orders, ~~including~~sells and distributes Helo devices to its end-users worldwide. Once we receive the ~~notes~~orders, ~~thereto~~we authorize QTI to fulfill them and notify WGN when their orders are ready for pickup or shipment. We have also granted WGN a non-exclusive license to use our brands to promote sales of Helo devices to end-users in the wellness market worldwide as well as sales of Helo Apps to their wearers. We are in the process of amending the Master Sales Agreement, to provide that we will receive a 30% net revenue share on all Helo App sales by WGN from the Google Play Store, Apple’s App Store or directly downloaded from the Helo App Store. WGN is owned by Mr. Fabio Galdi, our Chairman and Chief Technology Officer, and his brother.

Financial summary	December 31, 2014 ($)
Cash	54
Deposits with suppliers	340,226
Total assets	340,280
Total liabilities	926,338
Total Stockholders’ equity (deficit)	(586,058)
Statement of Operations	For the twelve months ended December 31, 2014
Revenue	--
Sales and general administrative expenses	62,224
Research and development expenses	69,216
Total Expenses – continuing operations	131,440
Net loss – continuing operations	(131,440)
Net loss – discontinued operations	(42,160)
Total net loss	(173,600)
Net loss per share – continuing operations	(0.02)
Net loss per share – discontinued operations	(0.00)*
Total loss per share	(0.02)
* denotes a loss of less than$(0.01) per share

Any failure by WGN to perform its obligation under the Master Sales Agreement including a failure to procure sufficient orders of our Helo devices from us to satisfy customer demand, a failure to adequately market our Helo devices and/or a failure to timely pay us the 30% gross margin on our devices could have a material adverse effect on our revenue and operating results and could impair the strength of our brand.

In addition, because of our dependence on WGN as the sole distributor of our Helo devices, any loss of our relationship with WGN, or any adverse change in the financial health of WGN that would affect its ability to perform its obligations under the Master Sales Agreement, would have a material adverse effect on our revenue, operating results and ability to run our business.

The terms of our agreements with affiliated entities including our Strategic Partner Master Sales and World Wide Distribution Agreement with WGN may not always be as favorable to us as the terms that may be obtained by arms’ length negotiation.

We currently are, and we anticipate that we will continue to be substantially dependent on our relationships with our affiliated entities, including WGN. We believe that our arrangement with WGN provides us with stability and transparency as opposed to entering into a variety of different arrangements with different distributors in various jurisdictions. Although we believe that the terms of our Master Sales Agreement are as favorable to us as what we could have obtained in an arm’s length transaction, there can be no assurance that this arrangement or any future agreements that we enter into with WGN or any other affiliated entity will be as favorable to us as we may be able to negotiate with unaffiliated parties.

Our products are manufactured by a single contract manufacturer, and the loss of our manufacturing relationship would have a material adverse effect on our business.

We rely on QTI as the sole contract manufacturer for our Helo devices. Our reliance on a sole contract manufacturer for our devices increases our risks since we do not currently have any alternative or replacement manufacturers. In the event of an interruption from the manufacturer, we may not be able to develop alternate or secondary sources without incurring material additional costs and substantial delays. Furthermore, these risks could materially and adversely affect our business if our manufacturer is impacted by a natural disaster or other interruption at a particular location because our contract manufacturer produces our products from a single location. In addition, our sole manufacturer may have more established relationships with our competitors and potential competitors, and as a result of such relationships, our manufacturer may choose to limit or terminate its relationship with us. If we experience significantly increased demand, or if we need to replace our sole manufacturer, we may be unable to supplement or replace manufacturing capacity on terms that are acceptable to us, which may undermine our ability to deliver our products to customers in a timely manner and adversely impact our revenue and operating results.

~~RISK~~Because ~~FACTORS~~some of the key components in our products come from limited sources of supply, we are susceptible to supply shortages, long lead times for components, and supply changes, any of which could disrupt our supply chain.

AnSome ~~investment~~of inthe key components used to manufacture our ~~common~~products ~~stock~~come ~~involves~~from alimited ~~number~~sources of ~~very~~supply. ~~significant~~Our ~~risks~~sole manufacturer generally purchases these components on our behalf, subject to certain approved supplier lists, and we do not have any long-term arrangements with our suppliers. ~~You~~We ~~should~~are ~~carefully~~therefore ~~consider~~subject to the ~~following~~risk ~~risks~~of shortages and ~~uncertainties~~long lead times in ~~addition~~the tosupply ~~other~~of ~~information~~these incomponents ~~this~~and ~~prospectus~~the inrisk ~~evaluating~~that our ~~company~~suppliers ~~and~~discontinue or modify components used in our ~~business~~products. ~~before~~In ~~purchasing~~addition, ~~shares~~the lead times associated with certain components are lengthy and preclude rapid changes in quantities and delivery schedules. In the event of ~~our~~a ~~common~~component ~~stock~~shortage or supply interruption from suppliers of these components, we may not be able to develop alternate sources in a timely manner. ~~Our~~Developing ~~business~~alternate sources of supply for these components may be time-consuming, ~~operating~~difficult, ~~results~~and costly and ~~financial~~we ~~condition~~may ~~could~~not be ~~seriously~~able ~~harmed~~to assource these components on terms that are acceptable to us, or at all, which may undermine our ability to meet our requirements or to fill our orders in a ~~result~~timely ofmanner. Any interruption or delay in the ~~occurrence~~supply of any of ~~the~~these ~~following~~parts ~~risks.~~or ~~You~~components, ~~could~~or ~~lose~~the ~~all~~inability to obtain these parts or ~~part~~components from alternate sources at acceptable prices and within a reasonable amount of ~~your~~time, ~~investment~~would ~~due~~harm our ability to ~~any~~meet scheduled product deliveries to our sole distributor. This could cause delays in shipment of ~~these~~our ~~risks~~products and adversely affect our operating results. In addition, increased component costs could result in lower gross margins. If we are unable to buy these components in quantities sufficient to meet our requirements on a timely basis, we will not be able to deliver products and services to our customers and users.

~~RISKS~~The ~~RELATED~~quantified TOself-wellness ~~OUR~~market ~~BUSINESS~~that we operate in is a highly competitive market. If we do not compete effectively in terms of technology, pricing, functionality and design, our prospects, operating results, and financial condition could be adversely affected.

WeThe ~~lack~~quantified anself-wellness ~~operating~~market ~~history.~~is ~~There~~highly competitive isand norapidly ~~assurance~~changing, with companies offering a variety of competitive products and services. We expect competition in our market to intensify in the future ~~operations~~as ~~will~~new ~~result~~and existing competitors introduce new or enhanced products and services that are potentially more competitive than our products and services. The wellness devices market has a multitude of participants that develop or may develop products that compete in ~~profitable~~our ~~revenues~~targeted markets. IfSome of our competitors are much larger than we ~~cannot~~are ~~generate~~and ~~sufficient~~have ~~revenues~~significantly greater tofinancial, ~~operate~~development ~~profitably~~and marketing resources than we do including specialized consumer electronics companies, such as Fitbit, Garmin, Jawbone, Apple, and Misfit, traditional health and fitness companies, such as Adidas and Under Armour . In addition, many large, broad-based consumer electronic companies either compete in our ~~business~~market ~~will~~or ~~fail~~adjacent markets or have announced plans to do so, including Google, LG, Microsoft, and Samsung. For example, Apple introduced the Apple Watch smartwatch in 2015, with broad-based functionalities, including some health and fitness tracking capabilities, and has sold a significant volume of its smartwatches since introduction. We may also face competition from manufacturers of lower-cost devices, such as Xiaomi and its Mi Band device, In addition, we compete with a wide range of stand-alone health and fitness-related mobile apps that can be purchased or downloaded through mobile app stores.

We ~~were~~believe ~~incorporated~~many onof ~~October~~our ~~22,~~competitors ~~2010,~~and potential competitors have ~~generated~~significant ~~$49~~competitive advantages,~~582,~~ inincluding ~~revenues~~longer ~~and~~operating ~~incurred $81~~histories,~~074~~ inability ~~operating~~to ~~losses~~leverage intheir ~~discontinued~~sales ~~operations~~efforts and ~~from~~marketing ~~inception~~expenditures toacross ~~October~~a ~~29,~~broader ~~2014~~portfolio ~~and~~of ~~operating~~products ~~losses~~and ~~of $131~~services,~~440~~ ~~from~~larger ~~our~~and ~~continuing~~broader ~~operations~~customer ~~from October 29~~bases, ~~2014~~more toestablished relationships ~~December~~with ~~31,~~a ~~2014.~~larger Asnumber of ~~December 31~~suppliers, ~~2014~~contract manufacturers, wegreater ~~had~~brand ~~deficit accumulated of $212~~recognition,~~514.~~ Weability ~~have~~to aleverage ~~limited~~app ~~operating~~stores which ~~history~~they ~~upon~~may ~~which~~operate, anand ~~evaluation~~greater offinancial, ~~our~~research ~~future~~and ~~success~~development, ormarketing, ~~failure~~distribution, ~~can~~and beother ~~made.~~resources ~~Given~~than ~~that~~ we ~~have~~do. Our ~~undertaken~~competitors ~~new~~and ~~business~~potential ~~activities~~competitors ~~following~~may ~~the~~also ~~acquisition~~be ofable ~~‘SPACE’~~to ~~these~~develop ~~activities~~products ~~have~~or ~~not~~services ~~yet~~that ~~generated~~are ~~revenues~~equal ~~and~~or ~~also~~superior ~~carry~~to ~~significant~~ours, achieve ~~risks~~greater ~~generally~~market ~~associated~~acceptance ~~with~~of ~~the~~their ~~development~~products and ~~manufacturing~~services, and ~~marketing~~increase ofsales ~~any~~by ~~new~~utilizing ~~product~~different ordistribution ~~service.~~channels than Aswe ~~these~~do. ~~products~~These ~~are~~competitors ~~unproven~~may inalso ~~the~~be ~~market,~~able ~~there~~to ~~can~~respond bemore norapidly ~~certainty~~than ~~that~~we ~~customers~~can ~~will~~to ~~ultimately~~new ~~adopt~~or ~~the~~emerging ~~products~~technologies ~~and~~or ~~services~~changes wein customer ~~manufacture~~requirements. IfThey wemay doalso ~~generate~~devote ~~revenues~~greater ~~from~~resources ~~these~~to ~~new products in~~ the ~~future~~development, ~~these~~promotion ~~revenues~~and ~~may~~sale ~~not~~of betheir ~~sufficient~~products tothan ~~cover~~we do. ~~our~~Some ~~operating~~of ~~costs.~~our Wecompetitors ~~cannot~~may ~~guarantee~~aggressively ~~that~~discount wetheir ~~will~~products beand ~~successful~~services in ~~generating~~order ~~significant~~to ~~revenues~~gain inmarket ~~the~~share, ~~future.~~which ~~Failure~~could toresult in ~~achieve~~pricing apressures, ~~sustainable~~reduced ~~sales~~profit ~~level~~margins, ~~will~~lost ~~cause~~market usshare, or a failure to gogrow ~~out~~market ofshare ~~business~~for us.

Our ability to operate will depend substantially upon our ability to enhance our products and Life Sensing Technologies and to develop and introduce, on a timely and cost-effective basis, new products and features that meet changing customer requirements and incorporate technological enhancements. If we do are not ~~obtain~~able ~~additional~~to ~~financing~~compete oreffectively ~~develop~~against ~~significant~~our ~~income~~current or potential competitors, our ~~business~~prospects, ~~plan~~operating ~~will~~results, ~~fail~~and financial condition could be adversely affected.

We will require additional financing or income revenue to sustain operations. Presently, we rely upon our largest shareholder, Mr. Fabio Galdi, and his affiliate company, Power Clouds, Inc., to finance our operations. However, there are no written agreements obligating Power Clouds, Inc. to continue funding nor are there any agreements with prospective investors for future funding. We may raise additional funds through public or private financing, strategic relationships or other arrangements in the near future to support our business operations; however we currently do not have commitments from third parties for additional capital. We cannot be certain that any such financing will be available on acceptable terms, or at all, and our failure to raise capital when needed could limit our ability to continue our operations. Failure to secure additional financing in a timely manner and on favorable terms would have a material adverse effect on our financial performance, results of operations and stock price and require us to curtail or cease operations, sell off our assets, seek protection from our creditors through bankruptcy proceedings, or otherwise. Furthermore, additional equity financing may be dilutive to the holders of our common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary to raise additional funds, and may require that we relinquish valuable rights.

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern.

Our independent registered public accounting firm issued its report connection with the audit of our 2014 and 2013 financial statements which included an explanatory paragraph describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern. If we are not able to continue as a going concern, it is likely that holders of our common stock will lose all of their investment. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Currency~~If ~~translation~~we are unable to anticipate and ~~transaction~~satisfy ~~risk~~consumer ~~may~~preferences in ~~adversely~~a ~~affect~~timely manner, our business, ~~financial~~may ~~condition~~be ~~and~~adversely ~~results of operations~~affected.

~~Although~~Our success depends on our ~~reporting~~ability ~~currency~~to isanticipate and ~~the~~satisfy USconsumer ~~dollar,~~preferences wein ~~expect~~a timely manner. All of our products are subject to ~~conduct~~changing ~~some~~consumer ~~business~~preferences that cannot be predicted with certainty. Consumers may decide not to purchase our products and ~~incur~~services ~~costs~~as intheir ~~the~~preferences ~~local~~could ~~currency~~shift rapidly to different types of ~~most~~wellness ~~countries~~wearable indevices ~~which~~or weaway ~~operate.~~from Asthese atypes ~~result~~of products and services altogether, weand ~~will~~our befuture ~~subject~~success depends in part on our ability to ~~currency~~anticipate ~~translation~~and ~~risk~~respond to shifts in consumer preferences. WeIn ~~expect~~addition, aour ~~large~~newer ~~percentage~~products and services that have additional features, may have higher prices than many of our ~~revenues~~earlier products and ~~costs~~the toproducts beof ~~generated~~some ~~outside~~of ~~the~~our competitors, ~~United~~which ~~States~~may ~~and~~not ~~denominated~~appeal into ~~foreign~~consumers ~~currencies~~or inonly ~~the~~appeal ~~future~~to a smaller subset of consumers. ~~Changes~~It inis ~~exchange~~also ~~rates~~possible ~~between~~that ~~foreign~~competitors could ~~currencies~~introduce new products and ~~the~~services USthat ~~dollar~~negatively ~~could~~impact ~~affect~~consumer preference for our ~~revenues~~connected health and ~~cost~~fitness devices, which could result in decreased sales of ~~revenues,~~our products and ~~could~~services ~~result~~and a loss in ~~exchange~~market ~~losses~~share. WeAccordingly, ~~cannot~~if ~~accurately~~we ~~predict~~fail ~~the~~to ~~impact~~anticipate and ofsatisfy ~~future~~consumer ~~exchange~~preferences ~~rate~~in ~~fluctuations~~a ontimely manner, our ~~results~~business ofmay ~~operations~~be adversely affected.

~~Control~~If bywe ~~Principal~~are ~~Stockholder~~unable to successfully develop and timely introduce new products and services or enhance existing products and services, our business may be adversely affected.

~~Mr.~~We ~~Fabio~~must ~~Galdi,~~continually ~~the~~develop ~~Company's Chairman~~ and ~~Chief~~introduce new ~~Executive~~products ~~Officer~~ and ~~his~~services ~~affiliate~~and ~~companies~~improve ~~beneficially~~and ~~own~~enhance ~~approximately 99% of~~ our ~~outstanding~~existing ~~Common~~products ~~Stock. As a result, Mr. Galdi~~ and ~~his~~services ~~affiliate companies are, collectively, able~~ to ~~exercise~~maintain ~~control~~or ~~over~~increase ~~all~~our ~~matters~~sales. ~~requiring~~The ~~stockholder~~success of ~~approval,~~new ~~including~~or ~~the~~enhanced ~~election~~products ~~of all directors~~ and ~~the~~services ~~approval of significant corporate transactions. This ownership~~ may ~~have~~depend ~~the~~on ~~effect of delaying or preventing~~ a ~~change~~number ~~in control~~ of ~~the~~factors ~~Company~~including, ~~which~~anticipating ~~could~~and ~~materially~~effectively ~~adversely~~addressing ~~affect~~consumer preferences ~~the~~and ~~price~~demand, oftimely ~~the~~and ~~Common~~successful ~~Stock,~~research and ~~which~~development, ~~may~~effective beforecasting ~~to the benefit of the Directors~~ and ~~executive~~management ~~officers but not in the interest~~ of ~~the~~product ~~shareholders.~~demand, effective ~~The~~management ~~interests~~ of ~~Mr.~~manufacturing ~~Galdi may differ from the interests of the other stockholders~~ and ~~thus~~supply ~~result in corporate decisions that are adverse to other shareholders. Additionally~~costs, ~~potential~~and ~~investors should take into account~~ the ~~fact~~quality ~~that any vote~~ of ~~shares~~or ~~purchased~~defects ~~will~~in ~~have~~our ~~limited effect on the outcome of corporate decisions~~products.

~~World~~The ~~Media~~development &of ~~Technology~~our ~~Corp.~~products and services is ancomplex ~~“emerging~~and ~~growth~~costly. ~~company”~~Given ~~under~~the complexity, we occasionally have experienced, and could experience in the ~~Jumpstart~~future, ~~Our~~delays ~~Business~~in ~~Startups~~completing the ~~Act.~~development Weand ~~cannot~~introduction beof ~~certain~~new ifand enhanced products and services. Problems in the ~~reduced~~design ~~reporting~~or ~~requirements~~quality ~~applicable~~of toour ~~emerging~~products ~~growth~~or services ~~companies~~may ~~will~~also ~~make~~have an adverse effect on our ~~shares~~brand, business, financial condition, and operating results. Unanticipated problems in developing products and services could also divert substantial research and development resources, which may impair our ability to develop new products and services and enhancements of ~~common~~existing ~~stock~~products ~~less~~and ~~attractive~~services, and could substantially increase our costs. If new or enhanced product and service introductions are delayed or not successful, we may not be able to ~~investors~~achieve an acceptable return, if any, on our research and development efforts, and our business may be adversely affected.

~~WRMT~~We ismay ~~and~~not ~~will~~be ~~remain~~able ~~an "emerging growth company" until the earliest~~ to ~~occur~~integrate ofnew ~~(a)~~technologies ~~the~~and ~~last~~provide new ~~day~~services of the fiscal year during which its total annual revenues equal or exceed $1 billion (subject to adjustment for inflation), (b) the last day of the fiscal year following the fifth anniversary of its initial public offering, (c) the date on which WRMT has, during the previous three-year period, issued more than $1 billion in ~~non-convertible debt securities, or (d) the date on which WRMT is deemed~~ a ~~"large~~cost-efficient ~~accelerated filer" (with at least $700 million in public float) under the Securities and Exchange Act of 1934 (the "EXCHANGE ACT")~~manner.

~~For~~Our soindustry ~~long~~is assubject ~~WRMT~~to ~~remains~~rapid anand ~~"emerging~~significant changes ~~growth company" as defined~~ in ~~the JOBS Act~~technology, itfrequent ~~may~~new ~~take~~service ~~advantage~~introductions ofand ~~certain~~evolving ~~exemptions~~industry ~~from~~standards. ~~various~~We ~~reporting~~cannot ~~requirements~~predict ~~that~~the ~~are~~effect ~~applicable~~of tothese changes ~~other~~on ~~public~~our ~~companies~~competitive ~~that~~position, ~~are~~our ~~not~~profitability ~~"emerging~~or ~~growth companies" as described in further detail in~~ the ~~risk~~industry ~~factors below~~generally. ~~WRMT~~Technological ~~cannot~~developments ~~predict~~may ifreduce ~~investors~~the ~~will find its shares~~ attractiveness of ~~common~~our ~~stock~~products ~~less attractive because WRMT will rely on some~~ or ~~all~~make ~~of these exemptions~~obsolete. If ~~some~~we ~~investors~~fail ~~find~~to ~~WRMT’~~adapt ~~shares~~successfully ofto ~~common~~technological ~~stock~~advances ~~less~~or ~~attractive~~fail asto aobtain ~~result,~~access ~~there~~to ~~may~~new betechnologies, we acould ~~less~~lose ~~active~~customers ~~trading~~and ~~market~~be ~~for~~limited ~~its~~in ~~shares~~our ofability ~~common~~to ~~stock~~attract new customers and/or ~~its~~sell ~~stock~~new ~~price~~services ~~may~~to beour ~~more~~existing ~~volatile~~customers.

IfIntegration ~~WRMT avails itself~~ of ~~certain exemptions from various reporting requirements~~technologies, ~~its~~products ~~reduced~~or ~~disclosure~~acquisitions ultimately may ~~make~~not itprovide ~~more~~the ~~difficult~~benefits ~~for~~originally ~~investors~~anticipated by management and ~~securities~~may ~~analysts~~distract tothe ~~evaluate~~attention ~~WRMT~~of ~~and~~our ~~may~~personnel ~~result~~from the inoperation ~~less~~of ~~investor~~our ~~confidence~~business.

~~The~~We ~~recently~~strive ~~enacted~~continuously ~~JOBS~~to ~~Act~~improve isthe ~~intended~~functionality of our products and services. As part of our business strategy, we may make investments in other companies, products, or technologies. We may not be able to ~~reduce~~find ~~the~~suitable ~~regulatory~~acquisition ~~burden~~candidates and we may not be able to complete acquisitions on ~~"emerging~~favorable ~~growth~~terms, if ~~companies"~~at all. ~~WRMT~~If ~~meets~~we do complete acquisitions, we may not ultimately strengthen our competitive position or achieve our goals, and any acquisitions we complete could be viewed negatively by users or investors. Acquisitions may disrupt our ongoing operations, divert management from their primary responsibilities, subject us to additional liabilities, increase our expenses, and adversely impact our business, financial condition, operating results, and cash flows. We may not successfully evaluate or utilize the ~~definition~~acquired technology and accurately forecast the financial impact of an ~~"emerging~~acquisition ~~growth~~transaction. ~~company"~~We may have to pay cash, incur debt, or issue equity securities to pay for any such acquisition, each of which could affect our financial condition or the value of our capital stock and socould ~~long~~result asin itdilution ~~qualifies~~to asour anstockholders. ~~"emerging~~If ~~growth~~we ~~company~~incur debt in connection with such acquisition," it ~~will~~could result in increased fixed obligations and could also subject us to covenants or other restrictions that would impede our ability to manage our operations. Acquisitions of businesses or technologies also involve operational risks. We may not be ~~required~~successful in integrating the acquired business or assets into our own. There may be difficulty in integrating technologies, in migrating customer bases and in integrating the products and distribution channels gained through acquisitions with our own. Successful integration of operations and technologies requires the dedication of management and other personnel, which may distract their attention from the day-to:-day business, the development or acquisition of new technologies or products, and the pursuit of other business acquisition opportunities.

have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

·The market for quantified-self wellness devices is still in the relatively early stages of growth and if it does not continue to grow, grows more slowly than we expect, or fails to grow as large as we expect, our business and operating results could be harmed.

~~submit~~The ~~certain~~market ~~executive~~for ~~compensation~~quantified-self ~~matters~~wellness devices tois ~~shareholder~~relatively ~~advisory~~new ~~votes~~and unproven, ~~such~~and asit ~~“say-~~is uncertain whether these wearable wellness devices will sustain high levels of demand and wide market acceptance. Our success will depend to a substantial extent on~~-pay”~~ the willingness of people to widely adopt these products and ~~“say-~~services. In part, adoption of our products and services will depend on the increasing prevalence of wearable wellness devices as well as new entrants to the quantified-~~frequency;”~~self wellness device market to raise the profile of both the market as a whole and our own platform. Also, some individuals may be reluctant or unwilling to use these wellness devices because they have concerns regarding the risks associated with data privacy and security. If the wider public does not perceive the benefits of our connected health and fitness devices or chooses not to adopt them as a result of concerns regarding privacy or data security or for other reasons, then the market for these products and services may not further develop, it may develop more slowly than we expect, or it may not achieve the growth potential we expect it to, any of which would adversely affect our operating results. The development and growth of the market for health and fitness devices may also prove to be a short-term trend.

·Our operating results could be materially harmed if we are unable to accurately forecast consumer demand for our products and services.

~~disclose~~To ~~certain~~ensure ~~executive~~adequate ~~compensation~~product ~~related~~supply, ~~items~~we ~~such~~must accurately asforecast demand for our products and services with the ~~correlation~~functionality ~~between~~that ~~executive~~is ~~compensation~~demanded by consumers. Our ability to accurately forecast demand for our products and ~~performance~~services could be affected by many factors, including an increase or decrease in customer demand for our products and ~~comparisons~~services or for products and services of our competitors, product and service introductions by competitors, unanticipated changes in general market conditions, and the ~~CEO’s~~weakening ~~compensation~~of economic conditions or consumer confidence in future economic conditions. In the event that we were to ~~median~~experience ~~employee~~rapid ~~compensation~~growth in demand for our quantified-self wellness devices, and particularly in connection with new product introductions, we could face challenges in delivering adequate and timely supplies of our products to satisfy the levels of customer demand. This could cause a shortage of products available for sale, which could negatively affect our revenue and operating results and impair the strength of our brand.

InThe ~~addition,~~failure ~~Section~~to ~~107~~effectively ofmanage the ~~JOBS~~introduction ~~Act also provides that an "emerging growth company" can take advantage~~ of ~~the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with~~ new or ~~revised~~enhanced ~~accounting~~products ~~standards.~~may Inadversely ~~other~~affect ~~words,~~our anoperating ~~"emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies~~results. However, WRMT is choosing to "opt out" of such extended transition period, and as a result, WRMT will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that its decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

~~Notwithstanding~~We ~~the~~must ~~above,~~successfully wemanage ~~are~~introductions of ~~also~~new ~~currently~~or aenhanced ~~“smaller~~products. ~~reporting~~Introductions ~~company”,~~of ~~meaning~~new ~~that~~or weenhanced ~~are~~products ~~not~~could anadversely ~~investment~~impact ~~company,~~the ansales ~~asset-backed~~of ~~issuer~~our existing products to consumers. For instance, orconsumers aoften ~~majority-owned~~purchase ~~subsidiary~~less of aour ~~parent~~existing ~~company~~products ~~that~~in isadvance ~~not~~of anew ~~smaller~~product ~~reporting~~launches. ~~company~~Moreover, consumers ~~and~~may ~~have~~decide ato ~~public~~purchase ~~float~~new or enhanced products instead of ~~less~~existing ~~than~~products. ~~$75~~This ~~million~~could ~~and~~lead ~~annual~~to ~~revenues~~excess inventory and discounting of ~~less~~our ~~than~~existing ~~$50~~products. ~~million~~Accordingly, ~~during~~if ~~the~~we ~~most~~fail ~~recently~~to ~~completed~~effectively ~~fiscal~~manage introductions of new or enhanced products, our operating results would be harmed.

~~However,~~Our ~~similar~~products tomay ~~“emerging~~not ~~growth~~be ~~companies”,~~accepted ~~“smaller reporting companies” are able to provide simplified executive compensation disclosures~~ in ~~their filings; are exempt from~~ the ~~provisions~~market ofor ~~Section 404(b) of~~ the market ~~Sarbanes-Oxley~~may ~~Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are~~ not ~~required~~grow tosufficiently conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2013; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to ~~provide~~grow ~~two years of audited financial statements in annual reports~~revenues. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

~~The~~Our ~~loss~~products ofmay ~~the~~not be ~~services~~widely ofaccepted ~~our~~by ~~key employees, particularly~~ the ~~services~~market. ~~rendered~~Customers bymay ~~Fabio~~determine ~~Galdi,~~that our ~~Chief~~Helo ~~Executive~~devices ~~Officer~~are ~~and~~not ~~Secretary~~comfortable, ~~and~~weigh ~~Alfonso~~too ~~Galdi,~~much ~~our~~or ~~Chief~~the size ~~Financial~~and ~~Officer,~~format ~~could~~of ~~harm~~the ~~our~~display ~~business.~~is inappropriate.

~~Our~~Other ~~success~~factors ~~depends~~that may toaffect amarket ~~significant~~acceptance ~~degree~~of onour ~~the~~products and services ~~rendered~~include tothe usreliability byof ~~our~~these ~~key~~devices; ~~employees. If~~our weability ~~fail~~ to ~~attract,~~implement ~~train~~ upgrades and ~~retain~~other ~~sufficient~~changes ~~numbers~~without ofdisrupting ~~these qualified people,~~ our ~~prospects,~~service; ~~business,~~the ~~financial~~level ~~condition and results~~ of ~~operations~~customization ~~will~~we beoffer; ~~materially~~ and ~~adversely~~the ~~affected. In particular~~price, weperformance ~~are~~and ~~heavily~~availability of ~~dependent~~competing onproducts ~~the~~and ~~continued~~ services. ofThe ~~Fabio~~market ~~Galdi,~~for ~~Our~~these ~~Chief~~devices ~~Executive Officer~~ and ~~Secretary,~~services ~~and~~may ~~Alfonso~~not ~~Galdi~~develop further, ~~our~~or ~~Chief~~may ~~Financial~~develop ~~Officer.~~more ~~The~~slowly than ~~loss~~we ~~of any key employees~~expect, ~~including~~either ~~members~~ of ~~our~~which ~~senior~~would ~~management~~negatively ~~team,~~affect ~~and~~ our ~~inability~~ability to ~~attract~~grow ~~highly~~revenues, ~~skilled~~achieve ~~personnel~~profitability ~~with~~and ~~sufficient~~generate ~~experience~~positive cash ~~in our industry could harm our business~~flow.

The lack of public company experience of our management team could adversely impact our ability to comply with the reporting requirements of U.S. securities laws.

Mr. Fabio Galdi and Mr. Alfonso Galdi lack public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002 or responsibilities such as complying with federal securities laws and making required disclosures on a timely basis. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended, which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company.

Our ~~officers,~~current ~~directors,~~and ~~consultants~~future products and ~~advisors~~services ~~are~~may ~~not~~experience quality ~~obligated~~problems tofrom ~~commit~~time ~~their~~to time ~~and~~that ~~attention~~can ~~exclusively~~result toin ~~our~~adverse ~~business~~publicity, ~~and~~product ~~therefore~~recalls, ~~they~~litigation, ~~may~~regulatory ~~encounter~~proceedings, ~~conflicts~~and warranty ofclaims ~~interest~~resulting ~~with~~in ~~respect~~significant todirect ~~the~~or ~~allocation~~indirect ofcosts, ~~time~~decreased revenue and ~~business~~operating ~~opportunities~~margin, ~~between our operations~~ and ~~those~~harm ofto ~~other~~our ~~businesses~~brand.

~~Our~~We ~~officers~~sell ~~and~~complex ~~directors~~products ~~are~~that ~~not~~could ~~obligated~~contain design toand ~~commit~~manufacturing defects in their ~~time~~materials, hardware, and ~~attention~~firmware. ~~exclusively~~These todefects ~~our~~could ~~business~~include ~~and,~~defective ~~accordingly~~materials or components, ~~they~~or ~~may~~“bugs” ~~encounter~~that ~~conflicts~~can ofunexpectedly ~~interest~~interfere inwith ~~allocating~~the ~~their~~products’ ~~own~~intended ~~time,~~operations. orAlthough ~~any~~we ~~business~~extensively test ~~opportunities~~new ~~that~~and ~~they~~enhanced ~~may~~products ~~encounter~~and services before their release, ~~between~~there ~~our~~can ~~operations~~be ~~and~~no ~~those~~assurance ofwe ~~other~~will ~~businesses.~~be able to detect, prevent, or fix all defects.

~~Currently,~~Design ~~Fabio~~defects ~~Galdi,~~may ~~our~~cause ~~Chief~~delays ~~Executive~~in ~~Officer,~~product introductions ~~Secretary~~ and ~~Director,~~damage ~~Alfonso~~customer ~~Galdi,~~satisfaction and our ~~Chief~~reputation. ~~Financial~~Other ~~Officer~~potential ~~and~~problems ~~Director,~~within ~~and~~or ~~Alessandro~~outside ~~Senatore,~~of our ~~Chief~~control ~~Operating~~may arise ~~Officer~~from ~~and~~design ~~Director,~~defects ~~each~~or ~~commit~~the ~~approximately~~use ~~50%~~or misuse of ~~their~~our ~~time~~products, toand ~~our~~may ~~business~~result in ~~their~~financial ~~capacities~~or asother ~~officers~~damages ~~and~~to ~~directors.~~our ~~Nevertheless~~customers, for ifwhich ~~the~~we ~~execution~~may ofbe held responsible. Although our ~~business~~distributor ~~plan~~may ~~demands~~have ~~more~~license ~~time~~agreements ~~than~~with isits ~~currently~~customers ~~committed~~that bycontain ~~any~~provisions designed ofto limit our ~~officers,~~exposure ~~directors,~~to ~~consultants~~potential orclaims ~~advisors,~~and ~~they~~liabilities ~~will~~arising befrom ~~under~~customer noproblems, ~~obligation~~these toprovisions ~~commit~~may not effectively protect us against such ~~additional~~claims ~~time,~~in all cases and ~~their~~in ~~failure~~all jurisdictions. Our insurance coverage is not sufficient to doprotect soagainst all ~~may~~possible ~~adversely~~product ~~affect~~liability ~~our~~for ~~ability~~defects. Failure to ~~carry~~detect, onprevent, ~~our~~or ~~business~~fix defects could also result in a variety of additional consequences including, a greater number of returns of products than expected, regulatory proceedings, product recalls, and ~~successfully~~litigation, which ~~execute~~could have a material adverse effect on our business, ~~plan.~~ operating results and financial condition

~~Additionally,~~We ~~all~~have oflimited control over our ~~officers~~contract manufacturer, and ~~directors~~sole distributor, inwhich ~~the~~subjects ~~course~~us ofto ~~their~~significant ~~other business activities~~risks, ~~may~~including ~~become~~the ~~aware~~potential ofinability ~~investments,~~to ~~business~~obtain or ~~information~~produce ~~which~~quality ~~may~~products on bea ~~appropriate~~timely ~~for~~basis ~~presentation~~or toin ussufficient ~~as well as to other entities to which they owe a fiduciary duty~~quantity.

~~They~~We ~~may~~have ~~also~~limited incontrol ~~the~~over ~~future~~our ~~become affiliated with entities that are engaged in business or other activities similar to those we intend to conduct. As a result~~contract manufacturers, ~~they~~and ~~may~~sole ~~have conflicts of interest in determining to which entity particular opportunities or information should be presented. If~~distributor, asincluding aaspects ~~result~~ of ~~such~~their ~~conflict,~~specific wemanufacturing ~~are~~processes ~~deprived~~and oftheir ~~investments,~~other ~~business or information~~practices, ~~the~~which subjects ~~execution~~us ~~of our business plan and our ability~~ to ~~effectively~~significant ~~compete~~risks, inincluding the ~~marketplace may be adversely affected.~~ following:

We· doinability ~~not~~to ~~have~~satisfy ademand ~~majority~~for ~~of independent directors on~~ our Board and the Company has not voluntarily implemented various corporate governance measures, in the absence of which stockholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.products;

~~Federal~~· ~~legislation,~~reduced ~~including~~control ~~the~~over ~~Sarbanes-Oxley~~delivery ~~Act~~timing ~~of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management~~ and ~~the~~product securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors’ independence, audit committee oversight, and the adoption of a code of ethics. We have not yet adopted any of these other corporate governance measures and since our securities are not yet listed on a national securities exchange, we are not required to do so. Our Board of Directors is comprised of two individuals, both of whom are also our executive officers. As a result, we do not have independent directors on our Board of Directors.reliability;

We· ~~have~~reduced ~~not~~ability adopted corporate governance measures such as an audit or other independent committee of our board of directors, as we presently do not have independent directors on our board. If we expand our board membership in future periods to ~~include~~oversee ~~additional~~the ~~independent~~manufacturing ~~directors,~~process ~~we may seek to establish an audit~~ and ~~other~~components ~~committee~~used of our board of directors. It is possible that if our Board of Directors included independent directors and if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurance that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, at present in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages or employment contracts to our senior officers are made by a majority of directors who have an interest in the outcome of the matters being decided. However, as a general rule, the board of directors, in making its decisions, determines first that the terms of such transaction are no less favorable to us that those that would be available to us with respect to such a transaction from unaffiliated third parties. The company executes the transaction between executive officers and the company once it was approved by the Board of Directors.products;

reduced ability to monitor compliance with our product manufacturing specifications;

reduced ability to develop comprehensive manufacturing specifications that take into account materials shortages, materials substitutions, and variance in the manufacturing capabilities of our third-party contract manufacturer;

price increases;

the failure of our contract manufacturer, or our sole distributor to perform its obligations to us for technical, market, or other reasons;

difficulties in establishing additional contract manufacturing relationships if we experience difficulties with our existing contract manufacturer;

shortages of materials or components;

potential misappropriation of our intellectual property;

exposure to natural catastrophes, political unrest, terrorism, labor disputes, and economic instability resulting in the disruption of trade from China where our products are manufactured;

changes in local economic conditions in countries where our suppliers, contract manufacturer, or logistics providers are located; and

~~Prospective~~· ~~investors~~the ~~should~~imposition ~~bear~~of innew ~~mind~~laws ~~our~~and ~~current~~regulations, ~~lack~~including ofthose ~~corporate~~relating ~~governance~~to ~~measures~~labor inconditions, ~~formulating~~quality ~~their~~and ~~investment~~safety ~~decisions~~standards, imports, duties, taxes, and other charges on imports, as well as trade restrictions and restrictions on currency exchange or the transfer of funds.

~~None~~If ofthere ~~the~~are ~~members~~defects ofin ~~our~~the ~~Board~~ manufacture of ~~Directors~~our ~~are~~products ~~considered~~by ~~audit~~our ~~committee~~contract ~~financial~~manufacturer, ~~experts. If~~ we ~~fail~~may toface ~~maintain~~negative anpublicity, ~~effective~~government ~~system~~investigations, ofand ~~internal~~litigation ~~control~~and ~~over financial reporting,~~ we may not be ~~able~~fully tocompensated ~~accurately~~by ~~report~~ our ~~financial~~contract ~~results.~~manufacturer Asfor aany ~~result, current and potential shareholders could lose confidence in our~~ financial ~~reporting,~~or ~~which~~other ~~would~~liability ~~harm~~that ~~our~~we ~~business~~suffer ~~and~~as ~~the~~a ~~trading price of our stock~~result.

Our ~~Board~~success ofdepends ~~Directors~~on ~~are~~our ~~inexperienced~~ability ~~with~~to ~~U.S.~~maintain ~~GAAP~~our ~~and the related internal control procedures required of U~~brand.S. If ~~public~~events ~~companies.~~occur ~~Management has determined~~ that damage our ~~internal audit function is also significantly deficient due to insufficient qualified resources to perform internal audit functions. Finally~~brand, weour ~~have~~business ~~not~~and ~~established~~financial anresults ~~Audit~~may ~~Committee~~be ~~of our Board of Directors~~harmed.

WeOur ~~are~~success adepends ~~development~~on ~~stage~~our ~~company~~ability ~~with~~to ~~limited~~maintain the ~~resources~~value of the “Helo” brand. ~~Therefore,~~The we“Helo” ~~cannot~~name ~~assure~~is ~~investors~~integral ~~that~~to weour ~~will~~business beas ~~able~~well as to the ~~maintain~~implementation ~~effective~~of ~~internal~~our ~~controls~~strategies ~~over~~for ~~financial~~expanding ~~reporting~~our ~~based~~business. onMaintaining, ~~criteria~~promoting, ~~set~~and ~~forth~~positioning byour ~~the~~brand ~~Committee~~will ofdepend largely ~~Sponsoring~~on ~~Organizations~~the success of ~~the~~our ~~Treadway~~marketing ~~Commission~~and ~~(“COSO”)~~merchandising inefforts, ~~Internal~~our ~~Control-Integrated~~ability ~~Framework.~~to Aprovide ~~material~~consistent, ~~weakness~~high isquality aproducts ~~deficiency~~and services, orand aour ~~combination~~ability ofto ~~deficiencies~~successfully secure, inmaintain, ~~internal~~and ~~control~~defend ~~over~~our ~~financial~~rights ~~reporting,~~to ~~such~~use ~~that~~the ~~there~~“Helo” ismark aand other ~~reasonable~~trademarks ~~possibility~~important ~~that~~to aour ~~material~~brand. ~~misstatement~~Our ofbrand ~~the~~could ~~company's~~be ~~annual~~harmed orif ~~interim~~we ~~financial~~fail ~~statements~~to ~~will~~achieve ~~not~~these beobjectives ~~prevented~~or if our public image or ~~detected~~brand onwere ato ~~timely~~be ~~basis.~~tarnished ~~For~~by ~~these~~negative ~~reasons~~publicity. In addition, we ~~are~~believe ~~considering~~that ~~the~~any ~~costs~~occurrence ~~and~~of ~~benefits~~counterfeiting, ~~associated~~imitation, or confusion with ~~improving~~our ~~and~~brand ~~documenting~~could ~~our~~adversely ~~disclosure~~affect ~~controls~~our ~~and~~reputation, ~~procedures~~place ~~and~~negative ~~internal~~pricing ~~controls~~pressure ~~and~~on ~~procedures~~our products, ~~which~~reduce ~~includes~~sales of ~~(i)~~our ~~hiring~~products, ~~additional~~and ~~personnel~~impair ~~with~~the ~~sufficient~~value Uof our brand.S. ~~GAAP~~If ~~experience~~we fail to successfully maintain, promote, and ~~(ii)~~position ~~implementing~~our ~~ongoing~~brand ~~training~~and inprotect our ~~U.S.~~reputation ~~GAAP~~or ~~requirements~~if ~~for~~we incur significant expenses in this effort, our ~~CFO~~business, ~~and~~financial ~~accounting~~condition and ~~other~~operating ~~finance~~results ~~personnel~~may be adversely affected.

IfWe ~~the~~may ~~result of these efforts are not successful, or if material weaknesses are identified in our internal control over financial reporting, our management will~~ be unable to ~~report~~promote ~~favorably as to the effectiveness of our internal control over financial reporting~~ and~~/or~~ ~~our~~maintain disclosure controls and procedures, and we could be required to further implement expensive and time-consuming remedial measures and potentially lose investor confidence in the accuracy and completeness of our ~~financial reports which could have an adverse effect on our stock price and potentially subject us to litigation~~brands.

~~Our~~We ~~officers~~believe that establishing and ~~directors~~maintaining the ~~live~~brand ~~outside~~identities ~~the~~of ~~United~~our ~~States,~~products ~~making~~is ita ~~difficult~~critical ~~for~~aspect anof ~~investor~~attracting toand ~~enforce~~expanding ~~liabilities~~a large customer base. Promotion and enhancement of our brands will depend largely on our success in ~~foreign~~continuing ~~jurisdictions~~to provide high quality products. If our customers and end users do not perceive our products to be of high quality, or if we introduce new products or enter into new business ventures that are not favorably received by our customers and end users, we will risk diluting our brand identities and decreasing their attractiveness to existing and potential customers.

~~We are a Nevada corporation and~~Moreover, in asorder ~~such, are subject~~ to ~~the~~attract ~~jurisdiction~~and ofretain ~~the~~customers ~~State of Nevada~~ and ~~the United States courts for purposes of any lawsuit, action or proceeding by investors herein. An investor would have the ability~~ to ~~effect~~promote ~~service of process in any action on the company within the United States. However, our principal operations~~ and ~~assets~~maintain ~~are located outside of the United States, and all of~~ our ~~executive~~brand ~~officers~~equity ~~and~~in ~~directors~~response ~~are~~to ~~non-residents~~competitive ~~of the United States. Therefore~~pressures, it we may behave ~~difficult~~ to ~~effect~~increase ~~service~~substantially ofour ~~process~~financial oncommitment usto increating ~~the United States,~~ and itmaintaining ~~may be difficult to enforce any judgment rendered against us. As~~ a ~~result,~~distinct itbrand ~~may~~loyalty beamong ~~difficult or impossible for an investor to bring an action against~~ our ~~officers and directors, in the event that an investor believes that such investor’s rights have been infringed under the U~~customers.S. If ~~securities~~we ~~laws,~~incur orsignificant ~~otherwise. Even~~expenses ~~if an investor is successful~~ in ~~bringing~~ an ~~action~~attempt ~~of this kind, the international laws may render that investor unable~~ to ~~enforce~~promote aand ~~judgment~~maintain ~~against~~ our ~~assets. As a result~~brands, our ~~shareholders may have more difficulty in protecting their interests through actions against our management~~business, ~~director~~results ~~or major shareholder, compared to shareholders~~ of aoperations ~~corporation doing business~~ and ~~whose~~financial condition ~~officers~~could ~~and~~be ~~directors~~adversely ~~reside within the United States~~affected.

~~Additionally,~~We ~~because~~expect athat ~~significant~~new products ~~proportion~~and/or ofbrands ~~our~~we ~~assets~~develop ~~are located outside of the United States, they~~ will beexpose ~~outside~~us ~~of the jurisdiction of United States courts~~ to ~~administer,~~risks ifthat ~~we become subject of an insolvency or bankruptcy proceeding. As a result, if we declare bankruptcy or insolvency, our shareholders~~ may ~~not receive the distributions on liquidation that they would otherwise~~ be ~~entitled~~difficult to ifidentify ~~our~~until ~~assets~~such ~~were~~products toand/or bebrands ~~located~~are commercially ~~within the United States under United States bankruptcy laws~~available. ~~As a result, it may not be possible for investors to:~~

We are currently developing, and in the future will continue to develop, new products and brands, the risks of which will be difficult to ascertain until these products and/or brands are commercially available. Any negative events or results that may arise as we develop new products or brands may adversely affect our business, financial condition and results of operations.

An economic downturn or economic uncertainty may adversely affect consumer discretionary spending and demand for our products and services.

Our products and services are considered discretionary items for consumers. Factors affecting the level of consumer spending for such discretionary items include general economic conditions, and other factors, such as consumer confidence in future economic conditions, fears of recession, the availability and cost of consumer credit, levels of unemployment, and tax rates. As global economic conditions continue to be volatile or economic uncertainty remains, trends in consumer discretionary spending also remain unpredictable and subject to reductions. Unfavorable economic conditions may lead consumers to delay or reduce purchases of our products and services and consumer demand for our products and services may not grow as we expect. Our sensitivity to economic cycles and any related fluctuation in consumer demand for our products and services may have an adverse effect on our operating results and financial condition.

·We may not be able to effectively manage our growth that could negatively impact our brand and financial performance.

~~effect~~Because ~~service~~we ofhave ~~process~~only ~~within~~a ~~the~~limited ~~United~~operating history, ~~States~~it ~~against~~is ~~your~~difficult ~~non~~to evaluate our current business and future prospects, including our ability to plan for and model future growth. If our operations grow at a rapid pace, we may experience difficulties in obtaining components for our products in quantities sufficient to meet market demand, as well as delays in production and shipments, as our products are subject to risks associated with third-Uparty sourcing and manufacturing.S We could also be required to continue to expand and upgrade our distribution functions and product development, to upgrade our management information systems and other processes and technology, and to obtain more space for a potentially expanded workforce. ~~resident~~If ~~officers~~we orare ~~directors;~~unable to adapt to meet these and other evolving challenges, and if the current and future members of our management team do not effectively scale with our growth, we may experience erosion to our brand and the quality of our products and services may suffer.

·In addition, our limited operating experience, combined with the rapidly evolving nature of the market in which we sell our products and services, substantial uncertainty concerning how these markets may develop, and other economic factors beyond our control, reduces our ability to accurately forecast quarterly or annual revenue. As such, any predictions about our future revenue and expenses may not be as accurate as they would be if we had a longer operating history or operated in a more developed and predictable market. Failure to manage our future growth effectively could have an adverse effect on our business, which, in turn, could have an adverse impact on our operating results and financial condition.

~~enforce~~Cybersecurity ~~U.S.~~risks ~~court~~could ~~judgments~~adversely ~~based~~affect ~~upon~~our ~~the~~business, disrupt ~~civil~~our ~~liability~~operations, ~~provisions~~subject ofus ~~the~~to ~~U.S.~~fines, ~~federal~~lawsuits ~~securities~~and ~~laws~~loss ~~against any~~ of ~~the~~customers. ~~above referenced foreign persons in the United States;~~

·We rely on our electronic information systems and the Internet to perform the routine transactions to run our business. As part of our business, we capture the biometric data and geo-locations of end users of our products. We rely on third party vendors to maintain the security of this data. The data collection and storage aspect of our business is subject to threats to network and data security, which are increasingly diverse and sophisticated. Despite our efforts and processes to protect unauthorized access to this information and to prevent breaches, our devices, as well as our servers, computer systems, and those of third parties that we use in our operations are vulnerable to cybersecurity risks, including cyber attacks such as viruses and worms, phishing attacks, denial-of-service attacks, physical or electronic break-ins, employee theft or misuse, and similar disruptions from unauthorized tampering with our servers and computer systems or those of third parties that we use in our operations, which could lead to interruptions, delays, loss of critical data, and loss of consumer confidence. In addition, we may be the target of email scams that attempt to acquire sensitive information or company assets. Despite our efforts to create security barriers to such threats, we may not be able to entirely mitigate these risks. Any cyber attack that attempts to obtain our data and assets, disrupt our service, or otherwise access our systems, or those of third parties we use, if successful, could adversely affect our business, operating results, and financial condition, be expensive to remedy, and damage our reputation. If our security systems are penetrated and confidential and or proprietary information is taken, we could be subject to fines, lawsuits and loss of customers.

~~enforce~~Any inmaterial ~~foreign~~disruption ~~courts~~of ~~U.S.~~our ~~court~~information ~~judgments~~technology systems ~~based~~or onthose ~~the~~of ~~civil~~third-party ~~liability~~partners ~~provisions~~could ofmaterially ~~the~~damage ~~U.S.~~user ~~federal~~and ~~securities~~business ~~laws~~partner ~~against~~relationships, ~~the~~and ~~above~~subject ~~foreign~~us ~~persons;~~to significant reputational, financial, legal, and operational consequences.

·We depend on our information technology systems, as well as those of third parties, to develop new products and services, operate our website, host and manage our services, store data, process transactions, respond to user inquiries, and manage inventory and our supply chain. Any material disruption or slowdown of our systems or those of third parties whom we depend upon, including a disruption or slowdown caused by our failure to successfully manage significant increases in user volume or successfully upgrade our or their systems, system failures, or other causes, could cause outages or delays in our services, which could harm our brand and adversely affect our operating results. In addition, such disruption could cause information, including data related to orders, to be lost or delayed which could—especially if the disruption or slowdown occurred during the holiday season—result in delays in the delivery of products to stores and users or lost sales, which could reduce demand for our merchandise, harm our brand and reputation, and cause our revenue to decline. If changes in technology cause our information systems, or those of third parties whom we depend upon, to become obsolete, or if our or their information systems are inadequate to handle our growth, we could lose users and our business and operating results could be adversely affected.

bring an original action in foreign courts to enforce liabilities based upon the U.S. federal securities laws against the above foreign persons.

Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested Director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.

Because our Directors are not independent Directors, we do not currently have independent audit or compensation committees. As a result, our Directors have the ability to, among other things, determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested Director transactions, conflicts of interest, if any, and similar matters and any potential investors may be reluctant to provide us with funds necessary to expand our operations.

We intend to comply with all corporate governance measures relating to Director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, Directors and members of board committees required to provide for our effective management as a result of the Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of Directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.

We do not intend to pay dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may likely prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in WRMT Inc. will need to come through appreciation of the stock’s price.

~~RISKS~~We ~~FACTORS~~depend ~~RELATED~~on TOa ~~OUR~~third-party ~~BUSINESS~~data ~~AND~~center ~~INDUSTRY~~service provider. Any disruption in the operation of the data center facilities or failure to renew these services could adversely affect our business.

Our services are hosted using data centers operated by a third party. We control neither the operation of the data centers nor our third-party data center service provider. We have entered into an agreement for the lease of our data centers with a third-party data center service provider. The third-party data center service provider may ~~not~~have no obligation to renew its agreement with us on commercially reasonable terms, or at all. If we are unable to renew this agreement or enter into a comparable agreement on commercially reasonable terms, we may be ~~able~~required to transfer our servers or data to ~~integrate~~new data center facilities or engage new ~~technologies~~service providers, and ~~provide~~we ~~new~~may ~~services~~incur insignificant costs and a ~~cost-efficient~~possible ~~manner~~interruption in our platform in connection with doing so.

Our ~~industry~~agreement with this service provider was effective as of February 1, 2018 and is ~~subject~~on a month-to-month ~~rapid~~term. ~~and~~The ~~significant~~agreement ~~changes~~may inbe ~~technology,~~terminated ~~frequent~~by ~~new~~us ~~service~~prior ~~introductions~~to ~~and~~the ~~evolving~~expiration of ~~industry~~any ~~standards.~~applicable Weterm ~~cannot~~without ~~predict~~further notice and without liability if the ~~effect~~service ofprovider ~~these~~fails ~~changes~~in ona ~~our~~material ~~competitive~~way ~~position,~~to ~~our~~provide the ~~profitability~~service orin accordance with the ~~industry~~terms ~~generally.~~of ~~Technological~~the ~~developments~~agreement ~~may~~and ~~reduce~~does not cure the ~~attractiveness~~failure within 10 days of our ~~offering~~written notice. IfThe agreement wemay ~~fail~~be toterminated ~~adapt~~by ~~successfully~~the toservice ~~technological~~provider ~~advances~~prior ~~or fail~~ to ~~obtain~~the ~~access~~expiration toof ~~new~~the ~~technologies,~~applicable weterm ~~could~~without ~~lose~~further ~~customers~~notice and bewithout liability ~~limited~~upon inthe ~~our~~occurrence ~~ability~~of tovarious ~~attract~~payment ~~new~~defaults ~~customers and/~~or ~~sell~~other ~~new~~material ~~services~~violations of the agreement, subject to ~~our~~applicable cure ~~existing~~periods ~~customers~~as stated in the agreement. In addition, ~~delivery~~either ofparty ~~new~~may ~~services~~terminate inthe aagreement ~~cost-efficient~~effective ~~manner~~upon ~~depends~~delivery of written notice to the other party upon ~~many~~the ~~factors~~insolvency, ~~and~~bankruptcy, wefailure ~~may~~to ~~not~~comply ~~generate~~with ~~anticipated~~any ~~revenue~~applicable ~~from~~laws ~~such~~in ~~services~~connection with its activities under the agreement.

~~Disruptions~~Problems inwith our ~~wireless~~third-party data center service ~~and~~provider, ~~infrastructure~~the ~~may~~telecommunications ~~result~~network inproviders ~~customer~~with ~~dissatisfaction,~~whom ~~customer~~they ~~loss~~contract, or ~~both,~~with the systems by which ~~could~~telecommunications providers ~~materially~~allocate ~~and~~capacity among their users could adversely affect the experience of our ~~reputation~~users. Our third-party data center service provider could decide to close its facilities or cease providing us services without adequate notice. In addition, any financial difficulties, such as bankruptcy, faced by our third-party data center service provider or parties they contract with may have negative effects on our business, the nature and extent of which are difficult to predict. Additionally, any failure of our data centers to meet our needs for capacity could have an adverse effect on our business. Any changes in third-party service levels at our data centers or any errors, defects, disruptions, or other performance problems with our platform could harm our brand and may damage the data of our users.

~~Our~~Risks ~~systems~~Related are an integral part of our customers’ business operations. It is critical for our customers, that our systems provide a continued and uninterrupted performance. Customers may be dissatisfied by any system failure that interrupts our ability to ~~provide~~Manufacturing ~~services to them. Sustained or repeated system failures would reduce the attractiveness of our services significantly and could result~~ in decreased demand for our services. Disruptions may cause interruptions in service or reduced capacity for customers, either of which could cause us to lose customers and/or incur expenses, and thereby adversely affect our business, revenue and cash flow.China

~~Integration~~Changes ofin ~~technologies~~China’s economic, ~~network~~political ~~capacity~~and orsocial conditions ~~acquisitions~~could ~~ultimately~~have ~~may~~an ~~not~~indirect ~~provide~~material ~~the~~adverse ~~benefits~~effect ~~originally~~on ~~anticipated~~our bybusiness, ~~management~~financial condition and ~~may~~results ~~distract the attention~~ of ~~our personnel from the operation of our business~~operations.

We ~~strive~~rely toon ~~broaden~~a third party manufacturer in China. Accordingly, our ~~solutions~~business, ~~offerings~~financial ascondition, ~~well~~results asof tooperations ~~continuously~~and ~~improve~~prospects ~~the~~are ~~functionality~~significantly ofdependent ~~our~~on ~~products~~the economic, political and ~~services~~social conditions in China. WeThe ~~may~~Chinese ~~pursue~~economy ~~acquisitions~~differs infrom the ~~future~~economies toof ~~further~~developed ~~strengthen~~countries ~~our~~in ~~strategic~~many ~~objectives.~~respects, including ~~Acquisitions~~the degree of ~~businesses~~government involvement, ~~networks~~level of development, ~~spectrum~~growth orrate, ~~technologies~~control ~~involve~~over ~~operational~~foreign ~~risks~~exchange, ~~including~~access to financing and allocation of resources. While China’s economy has experienced significant growth over the ~~possibility~~past 30 years, the growth has been uneven across different regions and periods and among various economic sectors in China. We cannot assure you that anthe ongoing ~~acquisition~~evolution ~~may~~of economic, political and social conditions in China would not ~~ultimately~~lead ~~provide~~to ~~the~~events ~~benefits~~which ~~originally~~may ~~anticipated~~materially byreduce ~~management~~our sales and profitability. Moreover, wesustained ~~may~~economic ~~not~~growth bein ~~successful~~China over the past few years has resulted in ~~identifying~~a ~~attractive~~general ~~acquisition~~increase in ~~candidates~~labor costs, ~~completing~~ and ~~financing~~the ~~additional~~inflationary ~~acquisitions~~environment onthat ~~favorable~~has ~~terms~~led to employee discontent, orwhich ~~integrating~~could ~~the~~result ~~acquired~~in ~~business~~materially orhigher ~~assets~~compensation costs ~~into~~being ~~our~~paid ~~own~~to employees. ~~There~~In ~~may~~recent beyears, ~~difficulty~~certain inregions ~~integrating~~of ~~technologies~~China have been experiencing a labor shortage as migrant workers and ~~solutions,~~middle inlevel ~~migrating~~management ~~customer~~seek ~~bases~~better wages and working conditions elsewhere. This trend of labor shortages is expected to continue and will likely result in ~~integrating~~increasing ~~the~~wages ~~service~~as ~~offerings~~companies seek to keep their existing work forces. In addition, ~~distribution~~substantial ~~channels~~competition in China for qualified and ~~networks~~capable ~~gained~~personnel ~~through~~may ~~acquisitions~~make ~~with~~it difficult for our ~~own.~~sole ~~Successful~~third ~~integration~~party ofmanufacturer ~~operations~~to recruit and ~~technologies~~retain qualified ~~requires~~employees ~~the~~at ~~dedication~~its offacilities. ~~management~~No ~~and~~assurance ~~other~~can ~~personnel,~~be ~~which~~given ~~may~~that ~~distract~~our ~~their~~sole ~~attention~~third ~~from~~party ~~the~~manufacturer ~~day-~~will not experience labor disturbances related to~~-day~~ ~~business~~working conditions, ~~the~~wages ~~development~~ or ~~acquisition~~other ofreasons. ~~new~~Any ~~technologies~~labor shortages, strikes and other disturbances for the third ~~pursuit~~party ofmanufacturer ~~other~~may ~~business~~adversely ~~acquisition~~affect ~~opportunities.~~our ~~Therefore~~sale and future operating results and result in negative publicity and reputational harm Any interruption in our sole third party manufacturer’s ability to manufacture or transport our products could result in lost sales, ~~successful~~limited ~~integration~~sales ~~may~~growth ~~not~~and ~~occur~~damage to our reputation in ~~light~~the market, all of ~~these~~which ~~factors~~would adversely affect our business, financial condition and results of operations.

Product defects or software errors could adversely affect our business.

Design defects or software errors may cause delays in product introductions and project implementations, damage customer satisfaction and may have a material adverse effect on our business, results of operations and financial condition. Our software systems are highly complex and may, from time to time, contain design defects or software errors that may be difficult to detect and correct. Design defects, software errors, misuse of our products, incorrect data from external sources or other potential problems within or outside of our control may arise during implementation or from the use of our products, and may result in financial or other damages to our customers, for which we may be held responsible. Although we will have license agreements with our customers that contain provisions designed to limit our exposure to potential claims and liabilities arising from customer problems, these provisions may not effectively protect us against such claims in all cases and in all jurisdictions. Our insurance coverage is not sufficient to protect against all possible product liability for defects or software errors. In addition, as a result of business and other considerations, we may undertake to compensate our customers for damages caused to them arising from the use of our products, even if our liability is limited by a license or other agreement. Claims and liabilities arising from customer problems could also damage our reputation, adversely affecting our business, results of operations and the financial condition.

~~Changes~~A indisruption at the ~~regulation~~facilities of ~~the~~our ~~industries~~sole ~~we operate~~ manufacturer in China could materially adversely affect our business, ~~revenue~~financial orcondition ~~cash~~and ~~flow~~results of operations.

WeOur ~~operate~~third inparty asole ~~heavily~~manufacturer ~~regulated~~is ~~industry. As a provider of wireless and other services, we are directly and indirectly subject to varying degrees of regulation~~ located in ~~each of the jurisdictions in which we provide our services. Local laws and regulations~~Shenzhen, ~~and the interpretation of such laws and regulations, differ significantly among the jurisdictions in which we operate~~China. ~~Enforcement~~The ~~and~~operation ~~interpretations~~ of ~~these~~its ~~laws~~facilities ~~and~~involves ~~regulations~~many ~~can~~risks ~~be unpredictable~~ and ~~are often subject to the informal views of government officials. Certain foreign~~uncertainties, ~~federal,~~including ~~and~~potential ~~state~~equipment ~~regulations and local franchise requirements have been~~failures, natural ~~are currently~~disasters, ~~and~~industrial ~~may in the future be~~accidents, ~~the~~power ~~subject of judicial proceedings~~outages, ~~legislative~~interruptions ~~hearings~~ and ~~administrative~~limitations ~~proposals.~~in ~~Such~~telecommunication ~~proceedings may relate to~~services, ~~among~~product ~~other~~or material ~~things,~~transportation ~~the~~delays ~~rates~~or wedisruption ~~may charge for our local, network access~~ and other ~~services,~~business ~~the manner in which we offer and bundle our services~~interruptions, ~~the~~any ~~terms and conditions~~ of ~~interconnection~~which, ~~unbundled~~were ~~network~~they ~~elements~~to ~~and resale rates~~materialize, ~~and~~would ~~could~~adversely affect ~~change the manner in which telecommunications companies operate. We cannot predict the outcome of these proceedings or the impact they will have on~~ our business, ~~revenue~~financial condition and ~~cash~~results ~~flow~~of operations.

~~There~~Risks ~~can~~Related ~~be no assurance that future regulatory changes will not have a material adverse effect on us, or that regulators or third parties will not raise material issues with regard~~ to ~~our~~Our ~~compliance~~Intellectual or noncompliance with applicable regulations, any of which could have a material adverse effect upon us. Potential future regulatory, judicial, legislative, and government policy changes in jurisdictions where we operate could have a material adverse effect on us. Domestic or international regulators or third parties may raise material issues with regard to our compliance or noncompliance with applicable regulations, and therefore may have a material adverse impact on our competitive position, growth and financial performance.Property

~~Deterioration~~Our infailure or inability to protect our ~~relationships~~intellectual ~~with~~property rights, ~~facilities-based~~or ~~carriers~~claims ~~could~~by ~~have~~others athat ~~material~~we ~~adverse~~are ~~effect~~infringing upon or unlawfully using their intellectual property could diminish the value of our ~~telecommunications~~brand ~~traffic~~and weaken our competitive position, and adversely affect our business, financial condition, operating results, and prospects.

InWe currently rely on a combination of trademark, trade secret, and confidentiality agreements and procedures and licensing arrangements, to establish and protect our ~~SPACE~~intellectual property ~~Works~~rights. We have devoted substantial resources to the development of our proprietary technologies and ~~SPACE~~related ~~Wireless~~processes. In ~~business~~order to protect our proprietary technologies and processes, we ~~connect~~rely ~~our~~in ~~customers’~~part ~~telephone~~on ~~calls~~trade secret laws and ~~data/Internet~~confidentiality ~~needs~~agreements, non-compete, ~~through~~non-disclosure ~~access~~and assignment of inventions agreements and provisions, as appropriate, with ~~facilities-based~~our ~~mobile~~employees, ~~VOIP~~licensees, consultants, independent contractors, commercial partners, and ~~PSTN~~other ~~carriers~~advisors. ~~Our~~These ~~ability~~agreements tomay ~~maintain~~not effectively prevent disclosure of confidential information and ~~expand~~may ~~our~~not ~~business~~provide ~~depends~~an onadequate remedy in the event of unauthorized disclosure or use of confidential information. We cannot be certain that the steps taken by us to protect our ~~ability~~intellectual property rights will be adequate to ~~maintain~~prevent infringement ~~favorable~~of ~~relationships~~such ~~with~~rights ~~these~~by ~~carriers.~~others, Ifincluding imitation of our ~~relationship~~products ~~with~~and ~~one~~misappropriation orof ~~more~~our brand. Additionally, the process of ~~these~~obtaining ~~carriers~~patent, ~~were~~copyright or trademark protection is expensive and time-consuming, and we may not be able to ~~deteriorate~~prosecute all necessary or ~~terminate,~~desirable itpatent ~~could~~applications ~~have~~or apply for all necessary or desirable trademark applications at a ~~material~~reasonable ~~adverse~~cost or ~~effect~~in ~~upon~~a timely manner. We have applied for U.S. and foreign trademark registrations for the “Helo” brand and a variety of our ~~cost~~product ~~structure~~names, ~~service~~and ~~quality,~~will ~~network~~continue ~~diversity,~~to ~~results~~evaluate the registration of ~~operations~~additional ~~and~~trademarks ~~financial~~as ~~condition~~appropriate. If However, we ~~experience~~cannot ~~difficulties~~guarantee ~~with~~that any of our ~~third-party~~pending ~~providers~~trademark or patent applications will be approved by the applicable governmental authorities. Moreover, weintellectual property protection may be unavailable or limited in some foreign countries where laws or law enforcement practices may not ~~achieve~~protect ~~desired~~our ~~quality~~intellectual ofproperty ~~service~~rights as fully as in the United States, ~~economies~~and it may be more difficult for us to successfully challenge the use of ~~scale~~our intellectual property rights by other parties in these countries. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and our failure or inability to obtain or maintain trade secret protection or otherwise ~~which~~protect ~~may~~our ~~prevent~~proprietary usrights ~~from~~could ~~growing~~adversely affect our business. If, for any reason, our intellectual property is disclosed or misappropriated, it could harm our ability to protect our rights and could have a material adverse effect on our business, financial condition and results of operations.

IfWe may in the future be subject to patent infringement and trademark claims and lawsuits in various jurisdictions, and we ~~are~~cannot be certain that our products or activities do not ~~able~~violate tothe ~~provide~~patents, atrademarks, ~~cost~~or other intellectual property rights of third-~~effective~~party ~~wireless~~claimants. ~~network~~Companies in the technology industry and other patent, copyright, and trademark holders seeking to ~~our~~profit ~~subscribers~~from royalties in connection with grants of licenses own large numbers of patents, copyrights, trademarks, domain names, and trade secrets and frequently commence litigation based on allegations of infringement, misappropriation, or other violations of intellectual property or other rights. As we ~~may~~face ~~not~~increasing competition beand ~~able~~gain toan ~~grow~~increasingly ~~our~~high ~~business~~profile, ~~successfully~~the intellectual property rights claims against us and asserted by us will likely grow.

Further, from time to time, we may receive letters from third parties alleging that we are infringing upon their intellectual property rights. Our ~~long~~technologies and other intellectual property may not be able to withstand such third-~~term~~party ~~success~~claims, and successful infringement claims against us could result in ~~the~~significant USmonetary ~~depends~~liability, onprevent us from selling some of our ~~ability~~products toand ~~design~~services, ~~implement~~or require us to change our branding. In addition, ~~provide~~resolution ~~and~~of ~~manage~~claims amay ~~reliable~~require ~~and~~us ~~cost-effective~~to ~~wireless~~redesign ~~service~~our products, ~~where~~license ~~we,~~rights orfrom third parties at a significant expense, ~~provide~~or ~~the~~cease ~~networks~~using those rights altogether. ~~Failure~~ toWe ~~manage~~may in the ~~service~~future orbring claims against third ~~party~~parties ~~relationships~~for infringing our intellectual property rights. Costs of supporting such litigation and disputes may ~~have~~be anconsiderable, ~~adverse~~and ~~impact~~there oncan be no assurances that a favorable outcome will be obtained. Patent infringement, trademark infringement, trade secret misappropriation, and other intellectual property claims and proceedings brought against us or brought by us, whether successful or not, could require significant attention of our management ~~business~~and ~~growth~~resources and ~~financial~~have ~~condition. .~~in the past and could further result in substantial costs, harm to our brand, and have an adverse effect on our business.

New technology developments or a change in competitor activity may cause our business to suffer.

The wearable market in which we operate is highly competitive and rapidly changing and we may be unable to compete successfully. There are a number of companies that develop or may develop products that compete in our targeted markets. Some of our competitors are much larger than we are and have significantly greater financial, development and marketing resources than we do. The competition in these markets could adversely affect our operating results by reducing the volume of the products we sell or the prices we can charge. These competitors may be able to respond more rapidly than we can to new or emerging technologies or changes in customer requirements. They may also devote greater resources to the development, promotion and sale of their products than we do.

~~Our~~Risks ~~success~~Related ~~will depend substantially upon our ability~~ to enhance our products and technologies and to develop and introduce, on a timely and cost-effective basis, new products and features that meet changing customer requirements and incorporate technological enhancements. If we are unable to develop new products and enhance functionalities or technologies to adapt to these changes, or if we are unable to realize synergies among our acquired products and technologies, our business will suffer.Regulations

~~Our~~We ~~products~~collect, ~~may~~store, ~~not~~process beand ~~accepted~~use inpersonal ~~the~~information and ~~market~~other orcustomer ~~the~~data, ~~market~~which ~~may~~subjects ~~not~~us ~~grow~~to ~~sufficiently~~governmental regulation and other legal obligations related to ~~grow~~privacy, ~~revenues~~information security, and data protection, and any security breaches or our actual or perceived failure to comply with such legal obligations could harm our business.

~~Our~~We ~~SPACE~~collect, ~~Computer~~store, orprocess, ~~Lumina~~and ~~Glasses~~use ~~may~~personal information and other user data, and we rely on third parties that are not bedirectly ~~widely~~under ~~accepted~~our bycontrol ~~the~~to ~~market~~do so as well. ~~Customers~~Our users’ health and fitness-related data and other highly personal information may ~~determine~~include, ~~that~~among ~~Lumina~~other ~~Glasses~~information, ~~are~~names, ~~not~~addresses, ~~comfortable~~phone numbers, ~~weigh~~email ~~too~~addresses, ~~much~~payment oraccount information, height, weight, and biometric information such as heart rates, sleeping patterns, GPS-based location, and activity patterns. Due to the ~~size~~volume and ~~format~~sensitivity of the ~~display~~personal isinformation ~~inappropriate~~and data we manage and the nature of our products, the security features of our platform and information systems are critical. ~~Consumers~~If ~~may~~our ~~not~~security measures, some of which are managed by third parties, are breached or fail, unauthorized persons may be ~~satisfied~~able to obtain access to or acquire sensitive user data. If we or our third-party service providers, business partners, or third-party apps with which our users choose to share their data were to experience a breach of systems compromising our users’ sensitive data, our brand and reputation could be adversely affected, use of our products and services could decrease, and we could be exposed to a risk of loss, litigation, and regulatory proceedings. Depending on the ~~SPACE~~nature ~~Computer~~of the information compromised, in the event of a data breach or ~~SPACE~~other ~~Works~~unauthorized ~~platform~~access to or ~~they~~acquisition of our user data, we may ~~find~~also ~~that~~have obligations to notify users about the incident ~~connectivity~~and we may ~~not~~need ~~meet~~to provide some form of remedy, such as a subscription to a credit monitoring service, for the individuals affected by the incident. A growing number of legislative and regulatory bodies have adopted consumer notification requirements in the event of unauthorized access to or acquisition of certain types of personal data. Such breach notification laws continue to evolve and may be inconsistent from one jurisdiction to another. Complying with these obligations could cause us to incur substantial costs and could increase negative publicity surrounding any incident that compromises user data. Our users may also accidentally disclose or lose control of their ~~expectations~~passwords, creating the perception that our systems are not secure against third-party access. Additionally, if third-party service providers that host user data on our behalf experience security breaches or ~~there~~violate applicable laws, agreements, or our policies, such events may also put our users’ information at risk and could in turn have an adverse effect on our business. While we maintain insurance coverage that, subject to policy terms and conditions and a significant self-insured retention, is designed to address certain aspects of cyber risks, such insurance coverage may be insufficient ~~content~~to cover all losses or ~~capacity~~all totypes ~~meet~~of ~~with~~claims ~~their~~that ~~requirements~~may arise in the event we experience a security breach.

~~Other~~Our ~~factors~~business ~~that~~is ~~may~~subject ~~affect~~to ~~market~~a ~~acceptance~~variety of ~~our~~U.S. ~~application~~and ~~include~~foreign laws ~~the~~and ~~reliability~~regulations ofthat ~~these~~are ~~devices; our~~continuously ~~ability~~evolving, toincluding ~~implement~~those ~~upgrades~~related ~~and~~to ~~other~~privacy, ~~changes~~data tosecurity, ~~our~~and ~~software~~data ~~without~~protection ~~disrupting~~due to our ~~service;~~collection, ~~the level of customization or configuration we offer; and the price~~processing, ~~performance~~ and ~~availability~~use of ~~competing~~personal ~~products~~information and ~~services.~~other ~~The~~user ~~market for these devices and services may not develop further~~data, orsuch ~~may~~as ~~develop~~the ~~more~~E.U. ~~slowly~~Data ~~than~~Protection weDirective which ~~expect,~~covers ~~either~~the transfer of ~~which~~personal ~~would~~data ~~negatively~~from ~~affect~~the ~~our~~European ~~ability~~Union to ~~grow~~the ~~revenues,~~United ~~achieve profitability and generate positive cash flow~~States.

We ~~rely~~are onor ~~third~~may ~~party~~become ~~suppliers~~subject ~~for~~to ~~component~~a ~~parts~~variety of ~~for~~laws and regulations in the United States and abroad that involve matters central to our ~~devices~~business, including laws and ~~any~~regulations regarding ~~disruption~~privacy, indata ~~the~~protection, ~~supply~~data ~~chain~~security, ~~could~~data ~~have~~retention, ~~negative~~consumer ~~impact~~protection, onadvertising, ~~our~~electronic ~~ability~~commerce, intellectual property, manufacturing, anti-bribery and anti-corruption, and economic or other trade prohibitions or sanctions. These laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us ~~manufacture~~are often uncertain and ~~supply~~may ~~our~~be ~~customers~~conflicting, particularly with respect to foreign laws.

WeIn ~~have~~particular, ~~not~~there ~~established~~are ~~long~~numerous ~~term~~U.S. ~~agreements~~federal, state, ~~with~~and ~~our~~local ~~suppliers. Our~~laws ~~ability~~and toregulations ~~manufacture~~and foreign laws and ~~distribute~~regulations ~~SPACE~~regarding ~~Computer~~privacy and ~~Lumina~~the ~~Glasses~~collection, ~~would~~sharing, beuse, ~~severely~~processing, disclosure, ~~limited~~and ifprotection ~~suppliers~~of ~~were~~personal information and other user data, the scope of which is changing, subject to ~~terminate~~differing ~~supply~~interpretations, and ~~agreements~~may orbe ~~become~~inconsistent ~~unable~~among different jurisdictions. We strive to ~~provide~~comply ~~the~~with ~~required~~all ~~capacity~~applicable laws, policies, legal obligations, and ~~quality~~industry oncodes aof ~~timely~~conduct ~~basis~~relating to privacy, data security, and data protection. ~~This~~ ~~lack~~However, given that the scope, interpretation, and application of ~~supply~~these laws and regulations are often uncertain and may ~~prevent~~be usconflicting, ~~from~~it ~~manufacturing~~is possible that these obligations may be interpreted and ~~shipping~~applied ~~sufficient~~in ~~products~~a manner that is inconsistent from one jurisdiction to ~~meet~~another ~~demand~~and may conflict with other rules or our practices. ~~Furthermore~~Any failure or perceived failure to comply with our privacy or security policies or privacy-related legal obligations by us or third-party service-providers or the failure or perceived failure by third-party apps, wewith ~~cannot~~which ~~provide~~our ~~assurances~~users ~~that~~choose weto share ~~would~~their beHelo ~~able~~data, to ~~establish~~comply ~~alternative~~with ~~component~~their ~~supply~~privacy ~~arrangements~~policies or privacy-related legal obligations as they relate to the Helo data shared with them, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other user data, may result in governmental enforcement actions, litigation, or negative publicity, and could have an adverse effect on ~~acceptable~~our ~~terms~~brand and operating results.

A breach of data security may subject us subject us to fines, law suits and loss of customers.

We rely on our electronic information systems to perform the routine transactions to run our business. We transact business over the Internet with customers, vendors and our subsidiaries. We have implemented security measures to protect unauthorized access to this information. If our security systems are penetrated and confidential and or proprietary information is taken, we could be subject to fines, lawsuits and loss of customers.

A disruption to our information technology systems could significantly impact our operations and impact our revenue and profitability.

We maintain proprietary data processing systems and use customized software systems. An interruption to these systems for an extended period may impact our ability to operate the business, process transactions or supply services that could result in a decline in sales and affect our ability to achieve or maintain profitability.

~~Our~~We ~~business~~are ~~could~~in ~~suffer~~the ifprocess weof ~~lose~~developing solutions to ensure that data transfers from the ~~services~~E.U. ofto the United States provide adequate protections to comply with the E.U. Data Protection Directive. If we fail to develop such data transfer solutions, one or ~~fail~~more national data protection authorities in the European Union could bring enforcement actions seeking to ~~attract~~prohibit or suspend our data transfers to the United States and we could also face additional legal liability, ~~key~~fines, ~~personnel.~~negative publicity, and resulting loss of business.

InCertain ~~order~~health-related tolaws ~~continue to provide quality products in our rapidly changing business, we believe it is important to retain personnel with experience~~ and ~~expertise~~regulations such ~~relevant~~as ~~to our business. Due to~~ the ~~level~~Health ofInsurance ~~technical~~Portability and ~~marketing~~Accountability ~~expertise~~Act ~~necessary~~of ~~to support our existing and new customers~~1996, ~~our~~or ~~success will depend upon our ability to attract and retain highly skilled management~~HIPAA, ~~technical,~~ and ~~sales~~the ~~and~~Health ~~marketing~~Information ~~personnel.~~Technology ~~Competition~~ for ~~highly~~Economic and ~~skilled~~Clinical ~~personnel~~Health isAct, ~~intense~~or ~~and~~HITECH, ~~there~~ may behave ~~only~~an aimpact ~~limited~~on ~~number~~our ~~of persons with the requisite skills to serve in these positions~~business. ~~Due~~In toaddition, ~~the~~changes ~~competitive nature of the labor markets~~ in ~~which~~applicable welaws ~~operate,~~and we regulations may beresult ~~unsuccessful~~ in ~~attracting~~the ~~and~~user ~~retaining~~data ~~these~~we ~~personnel.~~collect ~~Our~~being ~~inability~~deemed toprotected ~~attract~~health ~~and~~information, ~~retain~~or ~~key~~PHI, ~~personnel~~under ~~could~~HIPAA ~~adversely affect our ability to develop~~ and ~~manufacture our products~~HITECH. InIf ~~addition,~~we ~~our~~are ~~success~~unable to ~~depends~~comply inwith ~~large~~the ~~part~~applicable ~~upon~~privacy aand ~~number~~security ofrequirements ~~key~~under ~~management~~HIPAA and ~~technical~~HITECH, ~~employees.~~we ~~The~~could ~~loss~~be ofsubject ~~the~~to ~~services~~claims, oflegal ~~one or more key employees~~liabilities, penalties, ~~including Mr Fabio Galdi~~fines, ~~our President~~ and ~~Chief~~negative ~~Executive Officer~~publicity, which could ~~seriously~~harm ~~impede~~ our ~~success.~~operating ~~We do not maintain any “key-man” insurance policies on Mr Fabio Galdi or any other employees~~results.

WeGovernments ~~rely~~are continuing to focus on privacy and data security and it is possible that new privacy or data security laws will be passed or existing laws will be amended in a ~~number~~way that is material to our business. Any significant change to applicable laws, regulations, or industry practices regarding our users’ data could require us to modify our services and features, possibly in a material manner, and may limit our ability to develop new products, services, and features. Although we have made efforts to design our policies, procedures, and systems to comply with the current requirements of ~~third~~applicable ~~parties~~state, federal, and ~~such~~foreign ~~reliance~~laws, ~~exposes~~changes to applicable laws and regulations in this area could subject us to aadditional ~~number~~regulation and oversight, any of ~~risks~~which could significantly increase our operating costs.

~~Our~~The ~~operations~~labeling, ~~depend~~distribution, onimportation, marketing, aand ~~number~~sale of ~~third~~our ~~parties.~~products Weare ~~have~~subject ~~limited~~to ~~control~~extensive ~~over~~regulation ~~these~~by ~~third~~various ~~parties~~U.S. ~~There~~state ~~can~~and befederal noand ~~assurance~~foreign ~~that~~agencies, including ~~any such agreements will not be terminated or that they will be renewed in~~ the ~~future~~CPSC, onFederal ~~terms~~Trade ~~acceptable to us~~Commission, orFood ~~that~~and weDrug ~~will be able to enter into additional such agreements. We also rely on a variety of technology that we license from third parties. Our loss of~~Administration, or ~~inability to~~FDA, ~~maintain~~Federal orCommunications ~~obtain upgrades to any of these technology licenses could result in delays. These delays could materially adversely affect our business~~Commission, ~~results of operations~~ and ~~financial~~state attorneys ~~condition~~general, ~~until~~as ~~equivalent~~well ~~technology~~as ~~could~~by bevarious ~~identified~~other ~~and~~federal, ~~licensed~~state, orprovincial, ~~developed~~local, and ~~integrated.~~international ~~Moreover,~~regulatory weauthorities ~~use~~in ~~third~~the countries ~~parties~~ in ~~connection~~which ~~with~~ our ~~website~~products and ~~other~~services ~~marketing~~are ~~materials~~distributed or sold. ~~Overall,~~If ~~our~~we ~~inability~~fail to ~~maintain~~comply ~~satisfactory relationships~~ with ~~the~~any ~~requisite~~of ~~third~~these ~~parties on acceptable commercial terms~~regulations, orwe ~~the~~could become ~~failure~~subject ofto ~~such~~enforcement ~~third~~actions ~~parties~~or ~~to maintain~~ the ~~quality~~imposition of ~~services~~significant ~~they~~monetary ~~provide~~fines, atother apenalties, ~~satisfactory~~or ~~standard~~claims, which could harm ~~materially adversely affect~~ our ~~business,~~operating results ofor ~~operations~~our ~~and~~ability ~~financial~~to ~~condition~~conduct our business.

WeThe global nature of our business operations also create various domestic and foreign regulatory challenges and subject us to laws and regulations such as the U.S. Foreign Corrupt Practices Act, or FCPA, the U.K. Bribery Act, and similar anti-bribery and anti-corruption laws in other jurisdictions, and our products are also subject to U.S. export controls, including the U.S. Department of Commerce’s Export Administration Regulations and various economic and trade sanctions regulations established by the Treasury Department’s Office of Foreign Assets Controls. If we become liable under these laws or regulations, we may be ~~unable~~forced to ~~promote~~implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to discontinue certain products or services, which would negatively affect our business, financial condition, and ~~maintain~~operating results. In addition, the increased attention focused upon liability issues as a result of lawsuits, regulatory proceedings, and legislative proposals could harm our ~~brands~~brand or otherwise impact the growth of our business. Any costs incurred as a result of compliance or other liabilities under these laws or regulations could harm our business and operating results.

We believe that establishing and maintaining the brand identities of our products is a critical aspect of attracting and expanding a large customer base. Promotion and enhancement of our brands will depend largely on our success in continuing to provide high quality products. If our customers and end users do not perceive our products to be of high quality, or if we introduce new products or enter into new business ventures that are not favorably received by our customers and end users, we will risk diluting our brand identities and decreasing their attractiveness to existing and potential customers.

Moreover, in order to attract and retain customers and to promote and maintain our brand equity in response to competitive pressures, we may have to increase substantially our financial commitment to creating and maintaining a distinct brand loyalty among our customers. If we incur significant expenses in an attempt to promote and maintain our brands, our business, results of operations and financial condition could be adversely affected.

We rely on Chinese manufacturing facilities for the production of our products.

We rely exclusively on Chinese factories for the production of our products. Therefore, our ability to maintain operations is dependent on a third-party manufacturer. Further, do not currently have any exclusive product or distribution arrangements with our manufacturer and the loss or disruption of the production of our products could have a material adverse effect on our business, financial condition and results of operations.

~~Potential~~Sales ~~Risks~~of infuture ~~Public~~products ~~Perception~~that ~~Associated~~may be regulated by the FDA could be adversely affected if we fail to comply with ~~Chinese~~the ~~Factories~~applicable requirements.

~~Should~~We ~~Chinese~~may ~~factories~~have ~~continue~~future products that are regulated as medical devices. The medical device industry in the United States is regulated by governmental authorities, principally the FDA and corresponding state regulatory agencies. Before we can market or sell a new regulated product or make a significant modification to ~~draw~~an ~~public~~existing ~~criticism~~medical ~~for~~device ~~exporting~~in ~~unsafe~~the ~~products~~United States, we must obtain regulatory clearance or approval from the FDA, unless an exemption from pre-market review applies. The process of obtaining regulatory clearances or approvals to market a medical device can be costly and time consuming, and we may not be ~~adversely~~able to obtain these clearances or approvals on a timely basis, or at all, for future products. Any delay in, or failure to receive or maintain, clearance or approval for any medical device products under development could prevent us from generating revenue from these products. Medical devices, are also subject to numerous ongoing compliance requirements under the regulations of the FDA and ~~materially~~corresponding ~~affected~~state byregulatory agencies, which can be costly and time consuming. For example, under FDA regulations medical device manufacturers are required to, among other things, (i) establish a quality system to help ensure that their products consistently meet applicable requirements and specifications, (ii) establish and maintain procedures for receiving, reviewing, and evaluating complaints, (iii) establish and maintain a corrective and preventive action procedure, (iv) report certain device-related adverse events and product problems to the ~~stigma~~FDA, ~~associated~~and ~~with~~(v) ~~Chinese~~report ~~production~~to the FDA the removal or correction of a distributed product. ~~This~~If inwe ~~turn~~experience ~~might~~any ~~negatively~~product ~~affect~~problems ~~our~~requiring ~~business~~reporting ~~operations~~to the FDA or if we otherwise fail to comply with applicable FDA regulations or the regulations of corresponding state regulatory agencies, with respect to any future regulated products, we could jeopardize our ~~revenues~~ability to sell these products and could be subject to enforcement actions such as fines, civil penalties, injunctions, recalls of products, delays in the introduction of products into the market, and refusal of the FDA or other regulators to grant future clearances or approvals, which could harm our ~~financial~~reputation, ~~projections~~business, operating results, and ~~prospects~~financial condition.

WeRegulations ~~expect~~related ~~that~~to ~~new~~conflict ~~products~~minerals ~~and/or~~may ~~brands~~cause weus to ~~develop~~incur ~~will~~additional ~~expose~~expenses usand tocould ~~risks~~limit ~~that~~the ~~may~~supply beand ~~difficult~~increase tothe ~~identify~~costs ~~until~~of ~~such~~certain ~~products~~metals ~~and/or~~used ~~brands~~in ~~are~~the ~~commercially~~manufacturing ~~available~~of our products.

We are ~~currently~~subject ~~developing~~to requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which will require us to conduct due diligence on and disclose whether or not our products contain conflict minerals. The implementation of these requirements could adversely affect the sourcing, availability, and pricing of the materials used in the ~~future~~manufacture of components used in our products. In addition, we will ~~continue~~incur additional costs to ~~develop,~~comply ~~new~~with ~~products~~the ~~and~~disclosure ~~brands~~requirements, including costs related to conducting diligence procedures to determine the ~~risks~~sources of ~~which~~minerals ~~will~~that may be ~~difficult~~used or necessary to ~~ascertain~~the ~~until~~production ~~these~~of our products and~~/or~~, ~~brands~~if ~~are~~applicable, ~~commercially~~potential ~~available.~~changes ~~For~~to products, ~~example~~processes, weor ~~are~~sources ~~developing~~of ~~new~~supply ~~formulations,~~as ~~packaging~~a ~~and~~consequence ~~distribution~~of ~~channels.~~such ~~Any~~due ~~negative~~diligence ~~events~~activities. orIt ~~results~~is also possible that we may ~~arise~~face reputational asharm if we ~~develop~~determine ~~new~~that certain of our products contain minerals not determined to be conflict free or ~~brands~~if ~~may~~we ~~adversely~~are unable ~~affect~~to alter our ~~business~~products, ~~financial~~processes, ~~condition~~or ~~and~~sources ~~results~~ of ~~operations~~supply to avoid such materials.

~~Internet~~Risks ~~security~~Related ~~poses a risk~~ to ~~our~~the ~~e-commerce~~Ownership ~~sales.~~of Our Securities

~~At present we generate a portion of our sales through e-commerce sales on our websites.~~ We ~~have~~do ~~started~~not ~~selling~~currently ~~our products from April 1, 2014 and~~ have ~~generated~~an ~~nominal~~active ~~revenues.~~public Wemarket ~~manage~~for our securities. ~~websites~~An ~~and~~active ~~e-commerce~~trading ~~platform~~market ~~internally~~may ~~and~~not asdevelop afor ~~result any compromise of~~ our ~~security or misappropriation of proprietary information could have a material adverse effect on our business~~securities, ~~financial condition~~ and ~~results~~you of operations. We rely on encryption and authentication technology licensed from third parties to provide the security and authentication necessary to effect secure Internet transmission of confidential information, such as credit and other proprietary information. Advances in computer capabilities, new discoveries in the field of cryptography or other events or developments may ~~result~~not inbe ~~a compromise or breach of the technology used by us to protect client transaction data. Anyone who is~~ able to ~~circumvent~~sell ~~our~~your ~~security~~common ~~measures~~stock ~~could~~at ~~misappropriate proprietary information~~ or above cause material interruptions in our operations. We may be required to expend significant capital and other resources to protect against security breaches or to minimize problems caused by security breaches. To the ~~extent~~offering ~~that~~price ~~our~~per ~~activities or the activities of others involve the storage and transmission of proprietary information, security breaches could damage our reputation and expose us to a risk of loss and/or litigation~~share. Our security measures may not prevent security breaches. Our failure to prevent these security breaches may result in consumer distrust and may adversely affect our business, results of operations and financial condition.

~~Credit~~While ~~card~~our ~~payment~~common ~~processors~~stock ~~and~~is ~~merchant~~currently ~~account~~quoted on ~~pose~~the OTC Pink Market, only a ~~risk~~limited number of shares of common stock have traded to date and there is currently no active public market for our common stock.

We ~~accept~~have ~~credit~~applied ~~cards~~to aslist aour ~~means~~common ofstock on ~~payment for~~ the ~~sale~~NASDAQ ofCapital ~~our products~~Market. IfHowever, we ~~are~~cannot ~~unable~~predict the extent to ~~find~~which ~~suitable~~investor ~~providers~~interest orin anour ~~alternative~~company ~~method~~will lead to the development of ~~payment~~an ~~for~~active ~~our~~trading ~~customers,~~market in our ~~cash-flow~~common ~~will~~stock beor ~~constrained~~how ~~and~~liquid ~~our~~that ~~sales~~market might become. If such a market does not develop or is not sustained, it may be ~~effected~~difficult ~~which~~for ~~may~~you ~~have~~to asell ~~material~~your ~~adverse~~shares ~~effect~~of oncommon ~~our~~stock ~~performance~~at the time you wish to sell them, ~~financial~~at ~~condition~~a ~~and~~price that ~~results~~is ofattractive ~~operations~~to you, or at all.

~~RISKS~~The ~~RELATED~~trading TOmarket ~~OWNERSHIP~~for OFour ~~OUR~~common ~~COMMON~~stock in ~~STOCK~~the ~~AND~~future ~~THIS~~could ~~DISTRIBUTION~~be subject to wide fluctuations in response to several factors, including, but not limited to:

~~The~~· ~~distribution~~actual isor aanticipated ~~taxable~~variations ~~transaction,~~in ~~and~~our ~~therefore~~results ~~you could be subject to material amounts~~ of ~~taxes.~~operations;

~~The~~· ~~distribution of~~ our ~~shares~~ability byor ~~Power~~inability ~~Clouds Inc. (PWCL) pursuant~~ to ~~this~~generate ~~prospectus~~revenues does not qualify as a tax-free spin-off to PWCL shareholders under Section 355 of the Internal Revenue Code of 1986. As a consequence, you could be subject to material amounts of taxes. In addition, PWCL may have to recognize a taxable capital gain on the difference between the fair market value of the interest in the Company it is distributing to its shareholders and its tax basis in the distributed stock. Furthermore, those PWCL shareholders who receive our common stock in the distribution may suffer adverse tax consequences resulting from the characterization of the distribution as a taxable dividend to such shareholders, even though we believe the shares to be distributed in the distribution to have only nominal value. Neither this prospectus nor the registration statement of which it is a part should be read to constitute tax or ~~legal advice with respect to the distribution of our shares.~~profit;

the number of shares in our public float; and

increased competition;

WeFurthermore, doour ~~not~~stock ~~currently~~price ~~have~~may anbe ~~active~~impacted by ~~public~~factors that are unrelated or disproportionate to our operating performance. These market ~~for~~fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price of our ~~securities~~common stock. Additionally, Ifmoving ~~there~~forward iswe anticipate having a ~~market~~limited ~~for~~number of shares in our ~~securities~~public float, and as a result, there could be extreme fluctuations in the ~~future~~price of our common stock. The offering price per share has been determined through negotiation between us and representatives of the underwriter, ~~such~~and may not be indicative of the market prices that prevail after this offering. You may not be ~~volatile~~able ~~and~~to ~~illiquid.~~sell your common stock at or above the offering price per share

~~While~~There our common stock has been quoted on the Over-The-Counter Bulletin Board (“OTCBB”) under the symbol “HNVB” from June 3, 2014 to December 21, 2014, and under the symbol “WRMT” since December 22, 2014, only a limited number of shares of common stock have traded to date and there is ~~currently~~ no ~~active~~ public market for ~~our common stock. There may not be an active public market for our common stock in~~ the ~~future.~~Warrants Ifto ~~there is an active market for our~~ purchase common stock inbeing ~~the~~offered ~~future,~~by weus ~~anticipate that such market would be illiquid and would be subject to wide fluctuations~~ in ~~response~~this ~~to several factors, including, but not limited to:~~ offering.

	(1)	actual or anticipated variations in our results of operations;
	(2)	our ability or inability to generate revenues;
	(3)	the number of shares in our public float;
	(4)	increased competition;

There is no established public trading market for the Warrants being offered in this offering. The Warrants will not be listed for trading and no market for the Warrants is expected to develop. Without an active trading market, the liquidity of the Warrants will be limited.

~~Furthermore,~~The ~~our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These~~ market ~~fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market~~ price of our common stock~~. Additionally,~~ ~~moving~~has ~~forward~~been ~~we anticipate having a limited number of shares in our public float,~~ and aswill likely acontinue ~~result, there could be extreme fluctuations in the price of our common stock. Further, due~~ to ~~the limited volume of our shares which trade and our limited public float, we believe that our stock prices (bid, ask and closing prices) will~~ be ~~entirely arbitrary~~volatile, ~~will not relate to the actual value of the Company,~~ and ~~will~~you ~~not~~could ~~reflect~~lose ~~the~~all actual value of our common stock. Shareholders and potential investors in our common stock should exercise caution before making an investment in the Company, and should not rely on the publicly quoted or ~~traded~~part ~~stock prices in determining our common stock value, but should instead determine the value~~ of ~~our~~your ~~common stock based on the information contained in the Company's public reports, industry information, and those business valuation methods commonly used to value private companies~~investment.

~~Our~~The ~~stock~~market price ~~may be volatile or may decline regardless~~ of our ~~operating~~common ~~performance,~~stock ~~and you~~ may continue ~~not be able~~ to ~~resell~~fluctuate ~~your~~significantly ~~shares~~in atresponse orto ~~above~~numerous ~~the~~factors, ~~initial~~many ~~public~~of ~~offering~~which ~~price~~are ~~and~~beyond ~~the price of~~ our ~~common~~control, ~~stock may fluctuate significantly.~~including:

~~Once~~· ~~our~~overall ~~shares~~performance ~~begin~~of ~~trading,~~ the ~~market~~equity price for our common stock is likely to be volatile, in part because our shares have not been traded publicly. In addition, the market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:markets;

~~• changes~~· inactual ~~general economic~~ or ~~market~~anticipated ~~conditions~~fluctuations ~~or trends~~ in our ~~industry~~revenue ~~or the economy as a whole~~ and, inother ~~particular,~~operating ~~in the nutraceutical industry~~results;

• · failure of securities analysts to initiate or maintain coverage of us, changes in ~~key~~financial ~~personnel~~estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

~~• entry~~· ~~into~~the ~~new~~departure ~~geographic~~of ~~markets~~key personnel;

~~• actions~~· ~~and~~the ~~announcements~~economy byas usa orwhole ~~our~~and ~~competitors~~market orconditions ~~significant~~in ~~acquisitions,~~our ~~divestitures, strategic partnerships, joint ventures or capital commitments~~industry;

~~• investors’~~· ~~perceptions~~negative publicity related to problems in the manufacturing or distribution of our ~~prospects~~products ~~and~~or the ~~prospects~~real or perceived quality of our products, as well as the ~~nutraceutical~~failure ~~industry~~to timely launch new products that gain market acceptance;

~~• fluctuations~~· inrumors ~~quarterly~~and ~~operating~~market ~~results,~~speculation asinvolving ~~well~~us asor ~~differences~~other ~~between~~companies in our ~~actual financial and operating results and those expected by investors~~industry;

~~• the~~· ~~public’s~~announcements ~~response~~by tous ~~press releases~~ or ~~other~~our ~~public~~competitors ~~announcements~~of bysignificant ustechnical orinnovations, ~~third parties~~acquisitions, ~~including~~strategic ~~our~~partnerships, ~~filings~~joint ~~with~~ventures, ~~the~~or ~~SEC~~capital commitments;

~~• announcements~~· ~~relating~~new laws or regulations or new interpretations of existing laws or regulations applicable to ~~litigation~~our business;

~~• financial~~· ~~guidance,~~lawsuits ifthreatened ~~any, that we provide to the public, any changes in this guidance~~ or ~~our~~filed ~~failure~~against ~~to meet this guidance~~us;

~~• changes~~· inother ~~financial~~events ~~estimates~~ or ~~ratings~~factors, byincluding ~~any~~those ~~securities~~resulting ~~analysts~~from ~~who~~war, ~~follow~~incidents ~~our~~of ~~common stock~~terrorism, ~~our~~or ~~failure~~responses to ~~meet~~ these ~~estimates or failure of those analysts to initiate or maintain coverage of our common stock~~events; and

~~• the~~· ~~development~~additional ~~and~~sales ~~sustainability~~or issuance of anshares ~~active~~of ~~trading market for~~ our common stock; by us or our stockholders.

~~• future~~In ~~sales~~addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of ~~our~~equity ~~common~~securities ~~stock~~of bymany companies. ~~our~~Stock ~~officers~~prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, ~~directors~~stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and ~~significant~~the ~~stockholders;~~attention of management from our business, and adversely affect our business.

~~• changes~~Future insales ~~accounting~~of ~~principles~~our ~~affecting~~common stock, or the perception that future sales may occur, may cause the market price of our ~~financial~~common ~~reporting~~stock to decline, even if our business is doing well.

Sales of substantial amounts of our common stock in the public market after this offering, or the perception that these sales may occur, could materially and adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. The shares of common stock sold in this offering will be freely tradable, without restriction, in the public market, except for any shares sold to our affiliates.

~~These~~In ~~and~~connection ~~other~~with ~~factors~~this ~~may~~offering, ~~lower~~we, our officers and directors and the ~~market~~holders ~~price~~of 5% or more of our currently outstanding shares of common stock have agreed, ~~regardless~~subject ofto certain ~~our~~exceptions, ~~actual~~not ~~operating~~to ~~performance.~~sell Asor atransfer ~~result,~~any ~~our~~shares of common stock for 180 days after the date of this prospectus without the consent of Dawson James Securities. However, Dawson James Securities may ~~trade~~release these shares from any restrictions at ~~prices~~any ~~significantly~~time. We ~~below~~cannot predict what effect, if any, market sales of shares held by any stockholder or the ~~initial~~availability ~~public~~of ~~offering~~shares for future sale will have on the market price of our common stock.

~~The~~Approximately ~~stock~~2,236,631 ~~markets~~shares ~~and~~of ~~trading~~common stock ~~facilities,~~may ~~including~~be sold in the ~~OTC~~public ~~Bulletin~~market ~~Board,~~by ~~have~~existing ~~experienced~~stockholders ~~extreme~~after ~~price~~the date of this prospectus and ~~volume~~an ~~fluctuations~~additional ~~that~~4,294,446 ~~have~~shares of ~~affected~~common ~~and~~stock ~~continue~~may tobe ~~affect~~sold in the public market ~~prices~~by ofexisting ~~equity~~stockholders ~~securities~~on ofor ~~many~~about ~~e-cigarette~~181 ~~companies.~~days Inafter the ~~past~~date of this prospectus, subject ~~stockholders~~to ofvolume ~~some~~and ~~companies~~other ~~have~~limitations ~~instituted~~imposed under the federal securities ~~class~~laws. ~~action~~Sales ~~litigation~~of ~~following~~substantial ~~periods~~amounts of ~~market~~our ~~volatility.~~common Ifstock in wethe ~~were~~public ~~involved~~market inafter ~~securities~~the ~~litigation~~completion of this offering, weor the perception that such sales could ~~incur~~occur, ~~substantial~~could ~~costs~~adversely ~~and~~affect the market price of our ~~resources~~common stock and could materially impair our ability to raise capital through offerings of our common stock. See the ~~attention~~section entitled “Shares Eligible for Future Trading” for a more detailed description of ~~management~~the ~~could~~restrictions beon selling ~~diverted~~shares ~~from~~of our ~~business~~common stock after this offering.

~~The~~If ~~Company~~you ispurchase ~~subject~~our tosecurities ~~the~~in ~~15(D)~~this ~~reporting requirements under the Securities Exchange Act of 1934~~offering, ~~which~~you ~~does~~will incur ~~not~~immediate ~~require~~and asubstantial ~~company~~dilution toin ~~file all~~ the ~~same~~book ~~reports~~value ~~and~~of ~~information~~your ~~as a fully reporting company~~investment.

~~Until~~The ~~our~~initial ~~common~~public ~~stock~~offering price is ~~registered~~substantially higher ~~under~~than the ~~Exchange~~net ~~Act,~~tangible webook ~~will~~value ~~not~~per beshare ~~a fully reporting company, but only subject to the reporting obligations imposed by Section 15(d)~~ of ~~the~~our ~~Securities Exchange Act of 1934~~securities. ~~Pursuant~~Investors topurchasing ~~Section~~shares ~~15(d),~~of wecommon ~~will~~stock ~~be required to file periodic reports with the SEC, such as annual reports on Form 10-K, quarterly reports on Form 10-Q,~~ and ~~current~~Warrants ~~reports on Form 8-K, once~~ in this ~~registration~~offering ~~statement~~will ispay ~~declared~~a ~~effective,~~price ~~including~~per ~~the~~share ~~annual~~that ~~report~~substantially onexceeds ~~Form 10-K for~~ the ~~fiscal~~book ~~year~~value ~~during~~of ~~which~~our ~~the~~tangible ~~registration~~assets ~~statement~~after issubtracting ~~declared effective~~our liabilities. ~~That~~As ~~filing~~a ~~obligation~~result, ~~will~~investors ~~generally~~purchasing ~~apply~~shares ~~even~~and ifWarrants ~~our~~in ~~reporting~~this ~~obligations~~offering ~~have~~will ~~been~~incur ~~suspended~~immediate ~~automatically~~dilution ~~under section 15(d)~~ of ~~the~~$ per ~~Exchange~~share, ~~Act~~based ~~prior~~on to the ~~due~~initial ~~date~~public ~~for~~offering ~~the~~price ~~Form~~of ~~10-K~~$ per share.

~~After~~We ~~that~~may ~~fiscal~~issue ~~year~~more ~~and~~shares ~~provided~~in the ~~Company has less than 300 shareholders~~future, ~~the~~which ~~Company~~could is not required to file these reports. If the reports are not filed, the investors will have reduced visibility as to the Company and its financial condition. In addition, as a filer subject to Section 15(d) of the Exchange Act, the Company is not required to prepare proxy or information statements; our common stock will not be subject to the protection of the going private regulations; the company will be subject to only limited portions of the tender offer rules; our officers, directors, and more than ten (10%) percent shareholders are not required to file beneficial ownership reports about their holdings result in ~~our~~additional ~~company;~~dilution ~~that these persons will not be subject~~ to ~~the~~existing short-swing profit recovery provisions of the Exchange Act; and that more than five percent (5%) holders of classes of your equity securities will not be required to report information about their ownership positions in the securitiesstockholders.

Our Articles of Incorporation authorizes the issuance of up to a total of 75,000,000 shares of common stock isand ~~deemed~~up to bea “total ~~penny~~of 10,000 shares of preferred stock. ”Because we may need to raise additional capital, ~~which~~we may ~~make~~in itthe ~~more~~future ~~difficult~~sell substantial amounts of common stock or securities convertible into or exchangeable for ~~investors~~common tostock. ~~sell~~These ~~their~~future issuances of equity or equity-linked securities, and any additional shares issued ~~due~~in toconnection ~~suitability~~with ~~requirements~~acquisitions, if any, may result in further dilution to investors. Such issuances may not require the approval of our stockholders unless required pursuant to the rules of the NASDAQ Capital Market.

~~Our~~We ~~common~~might ~~stock~~not isbe ~~deemed~~able to bemaintain ~~“ penny stock ” as that term is defined in Rule 3a51-1 promulgated under~~ the ~~Securities~~listing ~~Exchange Act~~ of ~~1934, as amended (the “ Exchange Act ”). These requirements may reduce the potential market for~~ our common stock byon ~~reducing~~ the ~~number~~NASDAQ ofCapital ~~potential investors~~Market. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of them. This could cause our stock price to decline. Penny stocks are stock:

·We ~~With~~have aapplied ~~price~~to oflist ~~less~~our ~~than~~common ~~$5.00~~stock on ~~per~~the ~~share;~~NASDAQ ·Capital ~~That~~Market ~~are~~in ~~not~~connection ~~traded~~with onthis aoffering. “We ~~recognized~~will ”not ~~national~~consummate ~~exchange;~~this ·offering ~~Whose~~if ~~prices~~our ~~are~~application is not ~~quoted~~approved. However, onthere ~~the~~can ~~NASDAQ~~be ~~automated~~no ~~quotation~~assurance ~~system~~that ~~(NASDAQ~~we ~~listed~~will ~~stock~~be ~~must~~able ~~still~~to ~~have~~maintain athe ~~price~~listing standards of ~~not~~that ~~less~~exchange, ~~than~~which ~~$5.00~~includes ~~per~~requirements that ~~share);~~we ormaintain ·our Instockholders’ ~~issuers~~equity, ~~with~~total ~~net~~value ~~tangible~~of ~~assets~~shares ~~less~~held ~~than~~by $2unaffiliated stockholders, and market capitalization above certain specified levels.0 ~~million~~If ~~(if~~we fail to conform to the ~~issuer~~NASDAQ ~~has~~listing ~~been~~requirements inon ~~continuous~~an ~~operation~~ongoing ~~for~~basis, atour ~~least~~common ~~three~~stock might ~~years)~~cease to trade on the NASDAQ Capital Market exchange, and may move to the OTCQB or ~~$10~~OTC Pink Markets operated by OTC Markets Group, Inc.0 ~~million~~These ~~(if~~quotation inservices ~~continuous~~are ~~operation~~generally ~~for~~considered ~~less~~to ~~than~~be ~~three~~markets ~~years),~~that orare ~~with~~less ~~average~~efficient, ~~revenues~~and ofto provide less ~~than~~liquidity in ~~$6.0~~the ~~million~~shares, ~~for~~than the ~~last~~NASDAQ ~~three~~Capital ~~years~~Market.

Our directors, officers and principal stockholders collectively control a significant amount of our shares, and their interests may not align with the interests of our other stockholders.

Currently, our officers, directors and principal stockholders (which include Mr. Gabriele Galdi and WGH) collectively hold approximately 89% of total voting power in our company. They will continue to have a substantial control of us and we expect that they will collectively hold approximately % of total voting power immediately after this offering. This significant concentration of share ownership and voting power may adversely affect or reduce the trading price of our common stock because investors often perceive a disadvantage in owning shares in a company with one or several controlling stockholders. Furthermore, our directors and officers, as a group, have the ability to significantly influence or control the outcome of all matters requiring stockholders’ approvals, including electing and removing directors and management and approving mergers or other business combination transactions. These stockholders also have the ability to significantly influence or control over the approval of significant corporate transactions, including the terms of and matters relating to our Strategic Partner Master Sales and Worldwide Distribution Agreement with WGN. These actions may be taken even if they are opposed by our other stockholders. This concentration of share ownership and voting power may also discourage, delay or prevent a change in control of our company, which could deprive our stockholders of an opportunity to receive a premium for their shares as part of a possible sale of our company. In addition, at the present time, two of our three directors are also officers, executives or directors of WGH and/or WGN. These individuals have fiduciary duties to both us and WGN and/or WGH and may become subject to conflicts of interest on certain matters where WGN and/or WGH’s interests may not be aligned with the interests of our minority stockholders. For more information regarding our principal stockholders, see “Security Ownership of Certain Beneficial Owners and Management.”

~~Broker-dealers~~Although ~~dealing~~we indo ~~penny~~not ~~stocks~~intend ~~are required~~ to ~~provide~~take ~~potential~~advantage ~~investors~~of ~~with a document disclosing~~ the risks of penny stocks. Moreover, broker-dealers are required to determine whether an investment in a penny stock is a suitable investment for a prospective investor. Many brokers have decided not to trade “~~penny stocks~~ controlled company” ~~because~~exemption ofto the ~~requirements~~corporate ofgovernance ~~the penny stock~~ rules ~~and,~~for asNASDAQ-listed ~~a result~~companies, ~~the~~for ~~number~~which ofwe ~~broker-dealers~~may ~~willing~~be toeligible ~~act~~upon ~~as market makers in such securities is limited. In~~ the ~~event~~closing of ~~that~~this ~~we remain subject to the “penny stock rules ” for any significant period~~offering, ~~there~~we may ~~develop~~in anthe ~~adverse~~future ~~impact~~avail onourselves ~~the~~of ~~market,~~this ~~if any~~exemption, ~~for~~which ~~our~~could ~~securities.~~make ~~Because~~ our ~~securities~~common ~~are subject to the “penny~~ stock ~~rules,~~less ”attractive to some investors ~~will~~or ~~find~~otherwise itharm ~~more difficult to dispose of~~ our ~~securities~~stock price.

~~The~~Upon ~~Company~~the ~~may~~completion ~~issue~~of this public offering, WGH and its affiliates (which include Mr. Gabriele Galdi and WGN) will hold more ~~shares~~than 50% of our outstanding common stock. Because they will control a majority of our outstanding voting power, we will meet the definition of a “controlled company” under the corporate governance rules for NASDAQ-listed companies. Controlled companies are not required to have a majority of independent directors, nor are they required to have a compensation committee or an independent nominating function. Although our current intention is to not avail ourselves of the controlled company exemption, we are eligible to do so because we have a stockholder who, together with its affiliates will have control over a majority of our outstanding common stock. If in the future we determine to avail ourselves of these corporate governance exemptions, ~~which~~under circumstances where the interests of our controlling stockholder and its affiliates may differ from those of other stockholders, the other stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance rules for NASDAQ-listed companies, and our status as a controlled company could ~~result~~make inour ~~substantial~~common ~~dilution~~stock less attractive to ~~existing~~some ~~shareholders~~investors or otherwise harm our stock price.

~~Our~~We ~~Certificate~~do ofnot ~~Incorporation~~intend ~~authorizes the issuance of up~~ to apay ~~total~~dividends ~~of 75,000,000 shares of common stock. Any future business combination or other transaction effected by us may result~~ in the ~~issuance~~foreseeable ~~of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then-current stockholders~~future. Any ~~Moreover,~~return ~~the~~on ~~common~~investment ~~stock issued in any such business transaction~~ may be ~~valued~~limited 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~~value ~~that additional shares~~ of ~~common stock or preferred stock are issued in connection with a future business combination or otherwise, dilution to the interests of~~ our ~~stockholders will occur, and the rights of the holders of~~ common stock ~~could be materially and adversely affected~~.

We ~~cannot~~have ~~assure~~never ~~you~~paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may likely prohibit the ~~common~~payment ~~stock~~of ~~will~~a ~~become~~dividend. ~~liquid~~Because orwe ~~that~~do itnot ~~will~~intend to bedeclare ~~listed~~dividends until we are profitable and cash flow positive from an operations perspective, any gain on aan ~~national~~investment ~~securities~~in our ~~exchange~~common stock will need to come through appreciation of the stock’s price.

We ~~cannot~~are ~~assure~~an ~~you~~“emerging ~~that~~growth wecompany” ~~will be able to meet~~ under the ~~initial~~Jumpstart ~~listing~~Our ~~standards~~Business ofStartups ~~any~~Act. ~~stock~~We ~~exchange,~~are oralso ~~that~~a we“smaller ~~will~~reporting ~~be able to maintain any such listing~~company”. ~~Until~~We ~~the~~cannot ~~common stock is listed on an exchange, we expect that it would~~ be ~~eligible~~certain to be quoted on the OTC Bulletin Board, the OTC Markets (including OTCQB and OTCQX), another over-the-counter quotation system, or in the “pink sheets.” In those venues, however, an investor may find it difficult to obtain accurate quotations as to the market value of the common stock. In addition, if ~~we failed to meet~~ the ~~criteria~~reduced reporting ~~set forth in SEC regulations, various~~ requirements ~~would~~applicable ~~be imposed by law on broker-dealers who sell our securities~~ to ~~persons~~emerging ~~other~~growth ~~than~~companies ~~established customers~~ and ~~accredited~~smaller ~~investors.~~reporting ~~Consequently,~~companies ~~such~~will ~~regulations~~make ~~may~~our ~~deter~~shares ~~broker-dealers~~of ~~from recommending or selling the~~ common stock, less ~~which~~attractive ~~may further affect its liquidity. This would also make it more difficult for us~~ to ~~raise additional capital~~investors.

~~Power~~We ~~Clouds’~~are ~~shareholders~~and ~~may~~will ~~want~~remain an “emerging growth company” until the earliest to ~~sell~~occur ~~their~~of ~~WRMT~~(a) ~~shares~~the ~~after~~last ~~they~~day ~~are~~of ~~received~~the infiscal year during which its total annual revenues equal or exceed $1.07 billion (subject to adjustment for inflation), (b) the ~~distribution~~last ~~and~~day ~~this~~of ~~could~~the ~~adversely~~fiscal ~~affect~~year following the ~~market~~fifth ~~for~~anniversary of ~~our~~its initial public offering, (c) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (d) the date on which we are deemed a “large accelerated filer” (with at least $700 million in non-affiliated public float) under the Securities and Exchange Act of 1934 (or the Exchange Act).

~~Power~~For ~~Clouds,~~so ~~Inc.~~long ~~(PWCL)~~as ~~will~~we ~~distribute~~remain ~~13,812,850~~an ~~shares~~“emerging growth ofcompany” ~~our~~as ~~common~~defined ~~stock to its shareholders~~ in the ~~distribution.~~JOBS ~~Management~~Act, ofwe ~~PWCL~~may ~~made~~take ~~the~~advantage ~~decision~~of tocertain ~~invest~~exemptions infrom usvarious ~~without~~reporting ~~shareholder~~requirements that ~~approval~~are ~~and~~applicable ~~the~~to ~~shareholders~~other ofpublic ~~PWCL~~companies that ~~will~~are ~~now~~not be“emerging ~~our~~growth ~~shareholders~~companies” ~~may~~as ~~not~~described bein ~~interested~~further detail in ~~retaining~~the ~~their~~risk ~~investment~~factors ~~in us~~below. ~~Because~~We ~~PWCL~~cannot ~~shareholders~~predict if investors will ~~receive~~find ~~registered~~our shares inof ~~the~~common ~~distribution,~~stock ~~they~~less ~~will~~attractive bebecause ~~free~~we towill rely ~~resell~~on ~~their~~some ~~shares~~or ~~immediately~~all ~~upon~~of ~~receipt~~these exemptions. If ~~any~~some ~~numbers~~investors find our shares of ~~PWCL~~common ~~shareholder~~stock ~~offer~~less ~~their~~attractive ~~shares~~as ~~for~~a ~~sale~~result, ~~the~~there may be a less active trading market for ~~our~~its ~~securities~~shares ~~could~~of common stock and its stock price may be ~~adversely~~more ~~affected~~volatile.

If we avail ourselves of certain exemptions from various reporting requirements, our reduced disclosure may make it more difficult for investors and securities analysts to evaluate our company and may result in less investor confidence.

WeThe ~~will~~JOBS ~~not~~Act beis ~~required~~intended to ~~evaluate~~reduce ~~our~~the ~~internal~~regulatory burden ~~control~~on ~~over~~“emerging ~~financial~~growth ~~reporting~~companies”. ~~under~~We ~~Section~~meet ~~404~~the definition of ~~the~~an ~~Sarbanes-Oxley~~“emerging ~~Act~~growth ~~until~~company” ~~the~~and ~~end~~so oflong as ~~the~~we ~~second~~qualify ~~fiscal~~as ~~year~~an ~~reported~~“emerging ~~upon~~growth incompany,” ~~our~~we ~~second~~will ~~annual~~not ~~report~~be onrequired ~~form 10-K.~~to:

~~The~~· ~~Sarbanes-Oxley~~have ~~Act~~an ofauditor ~~2002~~report ~~and~~on ~~the~~our ~~new~~internal ~~rules~~controls ~~subsequently~~over ~~implemented~~financial byreporting ~~the~~pursuant ~~Securities~~to ~~and~~Section ~~Exchange Commissions, the Financial Industry Regulatory Authority~~ 404(~~“FINRA”~~b) ~~and~~of the ~~Public~~Sarbanes-Oxley ~~Company Accounting Oversight Board have imposed various new requirements on public companies, including requiring changes in corporate governance practices.~~Act;

We· ~~expect~~comply ~~these~~with ~~rules~~any ~~and~~requirement ~~regulations~~that tomay ~~increase~~be ~~our~~adopted ~~legal~~by ~~and~~the ~~financial~~Public ~~compliance~~Company ~~costs~~Accounting ~~and~~Oversight toBoard ~~make~~regarding ~~some~~mandatory ~~activities~~audit ~~more~~firm ~~time-consuming~~rotation ~~and~~or ~~costly.~~a ~~These~~supplement ~~costs~~to ~~could~~the ~~affect~~auditor’s ~~profitability~~report providing additional information about the audit and ~~our~~the ~~results~~financial ofstatements ~~operations~~(i.e., an auditor discussion and analysis);

We· ~~are~~submit incertain ~~the~~executive ~~process~~compensation ofmatters ~~determining whether our existing internal controls over financial reporting systems are compliant with Section 404. We will not be required~~ to ~~conduct~~stockholder ~~the~~advisory ~~evaluation~~votes, ofsuch ~~effectiveness~~as ~~of our internal controls until the end of the fiscal year reported upon in our second annual report~~ “say-on ~~Form 10~~-K.pay” ~~In addition, because we are a smaller reporting company, we are not required to obtain the auditor attestation of management’s evaluation of internal controls over financial reporting. If we obtain~~ and ~~disclose~~“say-on-frequency;” ~~such reports we could continue doing so at our discretion so long as we remain a smaller reporting company.~~and

~~This~~· ~~process~~disclose ofcertain ~~internal~~executive ~~control~~compensation ~~evaluation~~related ~~and~~items ~~attestation~~such ~~may~~as ~~divert~~the ~~internal~~correlation ~~resources~~between ~~and~~executive ~~will~~compensation ~~take a significant amount of time, effort~~ and ~~expense~~performance ~~to complete. If it is determined that we are not in compliance with Section 404, we may be required to implement new internal control procedures~~ and ~~re-evaluate~~comparisons ~~our~~of ~~financial~~the ~~reporting.~~CEO’s Ifcompensation ~~we are unable~~ to ~~implement~~median ~~these~~employee changes effectively or efficiently, it could harm our operations, financial reporting or financial results, which could adversely affect our ability to comply with our periodic reporting obligations under the Exchange Actcompensation.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal.

However, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2013; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

If we are unable to implement and maintain effective internal control over financial reporting in the future, our ability to produce accurate financial statements could be impaired, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may decline

We have not yet established an Audit Committee of our Board of Directors but we intend to do so prior to consummation of this offering in connection with our application to list our shares of common stock on the NASDAQ Capital Market. Our current directors are inexperienced with U.S. GAAP and the related internal control procedures required of U.S. public companies and no current member of our Board of Directors is considered an audit committee financial expert. We intend to appoint additional directors to our Board, effective as of the consummation of this offering, at least one of whom will be considered an audit committee financial expert.

We were a public reporting company until October 5, 2016, the date on which we filed a Form 15 to suspend our duty to file reports under Sections 13 and 15(d) of the Exchange Act. In order to enable our common stock to continue to trade on the OTC Pink Market after the filing of the Form 15, we have satisfied our obligations to make adequate current information publicly available within the meaning of Rule 144(c)(2) of the Securities Act of 1933, as amended, through the filing of Annual and Quarterly Reports and Supplemental Information with OTC Markets. Copies of these reports are publicly available on the OTC Disclosure and News Service. These reports do not comply with the disclosure requirements of Form 10-K’s, 10-Q’s or 8-K’s.

As a result of this offering, we will become subject again to the information and reporting requirements of the Securities Exchange Act and, in accordance with this law, we will file periodic reports (Form 10-K’s, Form 10-Q’s and Form 8-K’s), proxy statements and other information with the Securities and Exchange Commission. Upon becoming a public reporting company, we will be required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. We will also be required to establish and maintain effective disclosure controls. In addition, beginning with our first annual report on Form 10-K following this offering, we will be required to furnish a report by management on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We are in the process of designing, implementing and testing the internal control over financial reporting required to comply with this obligation, which process is time consuming, costly and complicated. In addition, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting beginning with our annual report on Form 10-K following the date on which we are no longer an “emerging growth company,” which may be up to five full years following the date of this offering. If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

There may be deficiencies with our internal controls that require improvements, and we will be exposed to potential risks from legislation requiring companies to evaluate controls under Section 404 of the Sarbanes-Oxley Act of 2002.

It may be time consuming, difficult and costly for us to develop and implement the additional internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act. Currently, as a small company, we maintain our internal controls through a segregation of duties between our executive officers. ~~Although~~ With ~~one~~the ~~member~~exception of our ~~Board~~Chief ofFinancial ~~Directors has limited experience as officers of publicly-traded companies~~Officer, ~~much~~our ofcurrent ~~that experience came prior to the adoption of the Sarbanes-Oxley Act of 2002. Additionally, the Company’s~~ officers and directors ~~do not~~ have limited experience in management of a publicly reporting company. This may be inadequate to have internal controls as we will rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. We may need to hire additional financial reporting, internal auditing and other finance staff in order to develop and implement appropriate additional internal controls, processes and reporting procedures.

If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock.

30Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, following the consummation of this offering, we will be required to prepare assessments regarding internal controls over financial reporting and, furnish a report by our management on our internal control over financial reporting.

~~Pursuant~~We toare ~~Section 404~~in of the ~~Sarbanes-Oxley~~process ~~Act~~of ~~and~~determining ~~current~~whether our ~~SEC~~existing ~~regulations, we are required to prepare assessments regarding~~ internal controls over financial reporting ~~and,~~systems ~~furnish~~are acompliant ~~report~~with bySection ~~our~~404. ~~management~~We onwill ~~our~~not ~~internal~~be ~~control~~required ~~over~~to ~~financial reporting. We have begun~~ conduct the ~~process~~evaluation of ~~documenting~~effectiveness ~~and~~of ~~testing~~ our internal ~~control~~controls ~~procedures~~until inthe ~~order~~end toof ~~satisfy~~the ~~these~~fiscal ~~requirements,~~year ~~which~~reported isupon ~~likely to result~~ in ~~increased~~our ~~general~~first ~~and~~annual ~~administrative~~report on ~~expenses~~Form ~~and may shift management time and attention from revenue~~10-~~generating~~K ~~activities~~following tothis ~~compliance activities~~offering. ~~While~~In ~~our~~addition, ~~management~~because iswe ~~expending~~are ~~significant~~a ~~resources~~smaller inreporting ~~an effort to complete this important project~~company, ~~there can be no assurance that~~ we ~~will~~are benot ~~able~~required to ~~achieve~~obtain ~~our~~the auditor ~~objective~~attestation onof amanagement’s ~~timely~~evaluation ~~basis.~~of ~~Failure to achieve and maintain an effective~~ internal ~~control~~controls ~~environment~~over orfinancial ~~complete our Section 404 certifications could have a material adverse effect on our stock price~~reporting.

In addition, in connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover “material weaknesses” in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines “significant deficiency” as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected.

In the event that a material weakness is identified, we will employ qualified personnel and adopt and implement policies and procedures to address any material weaknesses that we identify. However, the process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.

Any failure to complete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

~~THE~~This ~~DISTRIBUTION~~process of internal control evaluation and testing is likely to result in increased general and administrative expenses and may shift management time and attention from revenue-generating activities to compliance activities. While our management expects to expend significant resources in an effort to complete this important project, there can be no assurance that we will be able to achieve our objective on a timely basis. If it is determined that we are not in compliance with Section 404, we may be required to implement new internal control procedures and re-evaluate our financial reporting. Failure to achieve and maintain an effective internal control environment or complete our Section 404 certifications could have a material adverse effect on our ability to comply with our periodic reporting obligations under the Exchange Act and on our stock price.

World Media & Technology Corp. Common Stock to be distributed to the Power Clouds, Inc. shareholders in the spin-off. Power Clouds, Inc. will serve as an underwriter within the meaning of the Securities Act of 1933 in connection with the distribution	13,812,850
Common Stock outstanding before the distribution	28,581,000
Common Stock outstanding after the distribution (maximum)	28,581,000

In addition, in connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover “material weaknesses” in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The PCAOB defines “significant deficiency” as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected.

~~USE~~In OFthe ~~PROCEEDS~~event that a material weakness is identified, we would be required to adopt and implement policies and procedures to address such material weaknesses. We may also need to employ additional qualified personnel to assist us in these efforts. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.

~~Neither~~We weexpect ~~nor~~to ~~Power~~incur ~~Clouds~~significant costs as a result of operating as a public reporting company whose securities are listed on NASDAQ, ~~Inc.~~and ~~will~~our ~~receive~~management ~~any~~will ~~proceeds~~be ~~resulting~~required to ~~from~~devote ~~the~~substantial ~~distribution~~time ofto ~~the~~compliance ~~shares~~initiatives.

~~DIVIDEND~~Following ~~POLICY~~the consummation of this offering we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, the other rules and regulations of the Securities and Exchange Commission, and the rules and regulations of the NASDAQ Stock Market. We expect that the expenses that will be required in order to adequately meet our reporting and other obligations, including legal, accounting and financial compliance costs, will be material, and that compliance with the various reporting and other requirements applicable to public companies will require considerable time and attention of management. Any changes in the laws, rules and regulations affecting public companies could also result in increased costs to us as we respond to their requirements. These rules and regulations could also make it more difficult or more expensive for us to obtain certain types of insurance, including director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantial costs to obtain or maintain the same or similar coverage. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers. We cannot predict or estimate the amount or timing of additional costs we may incur in order to comply with such requirements.

WeThe ~~have~~Warrants ~~never~~are ~~declared~~speculative ~~or paid any cash dividends on our common stock or other securities and do not anticipate paying any cash dividends~~ in ~~the foreseeable future~~nature. Any future determination to pay cash dividends will be at the discretion of our Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deems relevant.

~~DISTRIBUTION~~The ~~SUMMARY~~Warrants do not confer any rights of common stock ownership on its holders, such as voting rights or the right to receive dividends, but rather merely represent the right to acquire shares of common stock at a fixed price for a limited period of time. Specifically, commencing on the date of issuance, holders of the Warrants may exercise their right to acquire the shares of common stock and pay an exercise price of $___ per share, subject to certain adjustments, prior to the fifth anniversary of the date of issuance, after which date any unexercised Warrants will expire and have no further value. Moreover, following this offering, the market value of the Warrants, if any, is uncertain and there can be no assurance that the market value of the Warrants will equal or exceed their imputed offering price. There can be no assurance that the market price of our common stock will ever equal or exceed the exercise price of the Warrants, and consequently, whether it will ever be profitable for holders of the Warrants to exercise the Warrants.

~~Record~~Holders ~~Date~~of the Warrants will have no rights as shareholders until such holders exercise their Warrants and acquire our common stock.

~~For~~Until ~~purposes~~holders of ~~determining~~the aWarrants ~~record~~acquire ~~date~~our ~~for~~common ~~distribution~~stock toupon exercise ~~current~~of ~~Power~~the ~~Clouds~~Warrants, ~~Inc.~~holders ~~common~~of ~~shareholders,~~the weWarrants will have ~~determined~~no ~~that~~rights with respect to the ~~business~~shares ~~day~~of ~~following~~common stock underlying the Warrants. ~~date~~Upon ~~that~~exercise of the ~~Securities~~Warrants, ~~and~~the ~~Exchange~~holders ~~Commission~~thereof ~~deems~~will ~~this~~be ~~prospectus~~entitled ~~effective~~to ~~shall~~exercise bethe rights of a holder of common stock only as to matters for which the record date occurs after the exercise date.

~~Prospectus~~If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, our stock price and trading volume could decline.

AThe ~~copy~~trading ofmarket ~~this~~for ~~prospectus~~our common stock will ~~accompany~~depend, ~~each~~in ~~certificate~~part, ~~being~~on ~~distributed~~the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on our company. If no securities or industry analysts commence coverage of our company, the trading price for our common stock would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. In addition, if our operating results fail to meet the ~~Power~~forecast of ~~Clouds~~analysts, ~~shareholders~~our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on ~~the~~us ~~distribution~~regularly, ~~date~~demand for our common stock could decrease, which might cause our stock price and trading volume to decline.

Distribution Date

The Distribution Date shall be defined as the first business calendar day following an effective statement from the SEC. This shall be deemed the record date and only shareholders beneficially holding shares of Power Clouds, Inc. on the record date shall receive shares of World Media & Technology Corp. per this distribution. Following the spin-off, these shares are held by a total of 103 shareholders of record.

Listing and Trading

While our common stock has been quoted on the Over-The-Counter Bulletin Board (“OTCBB ”) under the symbol “HNVB” from June 3, 2014 to December 21, 2014, and under the symbol “WRMT” since December 22, 2014, only a very limited number of shares of common stock have traded to date and there is currently no active public market for our common stock. During the past 12 months the 52-week high price of our stock was $0.50 and 52-week low was $0.50.

~~The~~We Company's common stock is considered a "penny stock " as defined in the Commission's rules promulgated under the Exchange Act (the “ Rules ”). The Commission's rules regarding penny stocks impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally persons with net worth in excess of $1,000,000, exclusive of residence, or an annual income exceeding $200,000 or $300,000 jointly with their spouse). For transactions covered by the rules, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Thus the Rules affect the ability of broker-dealers to sell the Company's shares should they wish to do so because of the adverse effect that the Rules have ~~upon~~broad ~~liquidity~~discretion ~~of penny stocks. Unless the transaction is exempt under the Rules, under the Securities Enforcement Remedies and Penny Stock Reform Act of 1990, broker-dealers effecting customer transactions~~ in ~~penny stocks are required to provide their customers with (i) a risk disclosure document; (ii) disclosure of current bid and ask quotations if any; (iii) disclosure of~~ the ~~compensation~~use of the ~~broker-dealer~~net ~~and~~proceeds from ~~its~~this ~~sales~~offering ~~personnel in the transaction;~~ and ~~(iv) monthly account statements showing the market value of each penny stock held in the customer's account. As a result of the penny stock rules, the market liquidity for the Company's securities~~ may benot ~~severely~~use ~~adversely affected by limiting the ability of broker-dealers to sell the Company's securities and the ability of purchasers of the securities to resell~~ them effectively.

~~SHARES~~Although ~~ELIGIBLE~~we ~~FOR~~currently ~~FUTURE~~intend ~~SALES~~to use the net proceeds from this offering in the manner described in the section entitled “Use of Proceeds”, our management will have considerable discretion in the application of the proceeds received by us from this offering. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate purposes that do not improve our profitability or results of operations or that increase our common stock price. The failure by our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business or cause the price of our common stock to decline. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

~~After~~Provisions ~~completion~~in ofour ~~the~~charter ~~spin-off,~~documents ~~there~~and ~~will~~under beNevada ~~approximately~~law could ~~28,581,000~~make ~~WRMT~~an ~~shares~~acquisition of common stock outstanding, based upon the number of shares of common shares outstanding as of the date of this prospectus. All of these shares will be freely transferable without restriction under the Securities Act except for shares that are owned by our ~~“affiliates,”~~company asmore ~~that term is defined in Rule144 under the Securities Act~~difficult, ~~which~~limit ~~includes~~attempts ~~our~~by ~~directors,~~ our ~~significant~~ stockholders, ~~including Fabio Galdi and those that received shares prior~~ to ~~the~~replace ~~applicable~~or ~~holding~~remove ~~period pursuant to Rule 144. Shares of~~ our ~~common~~current stock held by affiliates may not be sold unless they are registered under the Securities Act or are sold pursuant to an exemption from registration, including an exemption contained in Rule 144 under the Securities Actmanagement.

~~Rule~~Certain ~~144~~provisions in our restated articles of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management. Our restated articles of incorporation and restated bylaws include provisions that:

In· ~~general,~~permit ~~under~~the ~~Rule 144~~board ~~as currently in effect, a person (or persons whose shares are aggregated), including an affiliate, who beneficially owns “restricted securities”~~ of adirectors ~~“reporting~~to ~~company”~~fill ~~may~~any ~~not~~vacancies ~~sell~~and ~~these securities until the person has beneficially owned them for at least six months. Thereafter, affiliates may not sell within any three~~newly-~~month~~created ~~period a number of shares in excess of the greater of: 1% of the then outstanding shares of common stock~~directorships;

~~Sales~~· ~~under~~between ~~Rule 144~~successive byannual ~~our~~meetings, ~~affiliates~~permit ~~also~~the ~~will~~board beof ~~subject~~directors to ~~restrictions~~appoint ~~relating~~one toor ~~manner~~more ofadditional ~~sale,~~directors ~~notice~~but ~~and~~not ~~the~~more ~~availability~~than 1/2 of ~~current~~the ~~public~~number ~~information~~of ~~about~~directors usfixed ~~and~~at ~~may~~the belast ~~effected~~stockholder ~~only~~meeting ~~through~~at ~~unsolicited~~which ~~brokers’~~directors ~~transactions~~were elected.

~~Persons~~· ~~not~~authorize ~~deemed~~the toissuance beof ~~our affiliates who have beneficially owned~~ “~~restricted~~blank ~~securities~~check” ~~for~~preferred atstock ~~least six months but for less than one year may sell these securities, provided~~ that ~~current~~our ~~public~~board ~~information about us is “available,” which means that, on the date~~ of ~~sale,~~directors wecould ~~have~~use ~~been subject~~ to ~~the~~implement ~~reporting~~a ~~requirements~~stockholder ofrights the Exchange Act for at least ninety days and are current in our Exchange Act filings. After beneficially owning “restricted securities” for one year, our non-affiliates may engage in unlimited resales of such securities.plan;

~~Shares~~· ~~received~~provide bythat ~~our~~only ~~affiliates in~~ the ~~spin-off~~board ~~or upon exercise~~ of ~~stock~~directors ~~options~~is orauthorized ~~upon vesting of other equity-linked awards may be “controlled securities” rather than “restricted securities.” “Controlled securities” are subject~~ to ~~the~~call ~~same~~a ~~volume~~special ~~limitations~~meeting asof ~~“restricted~~stockholders; ~~securities” but are not subject to holding period requirements.~~ and

~~Dilution~~· provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws.

AsMoreover, nocertain ~~new~~provisions ~~shares~~of ~~are~~the ~~being~~Nevada Revised ~~issued~~Statutes ~~and~~(or ~~the~~NRS) ~~shares~~may ~~will~~discourage, bedelay, ~~issued~~or ~~per~~prevent ~~dividend~~a ~~from~~change ~~the~~in ~~holdings~~control of 1our ~~current~~company. ~~shareholder~~The “business combination” provisions of Sections 78.411 to 78.444, ~~Power~~inclusive, ~~Clouds~~of the Nevada Revised Statutes impose certain restrictions on mergers, ~~Inc~~business combinations, and other transactions between us and holders of 10% or more of our common stock. In addition The “control share” provisions of Sections 78.378 to 78.3793, inclusive, of the ~~only~~NRS ~~dilutive~~prohibit ~~effect~~an acquirer, under certain circumstances, from voting its “control shares” of ~~this~~an ~~registration~~issuing ~~statement~~corporation’s ~~will~~stock beafter tocrossing ~~Power~~certain ~~Clouds~~ownership ~~Inc.~~threshold percentages, unless the ~~majority~~acquirer ~~shareholder~~obtains atapproval of the issuing corporation’s disinterested stockholders or unless the issuing corporation amends its ~~own~~articles ~~knowledge. No~~of ~~other~~incorporation ~~shareholder~~or ~~shall~~bylaws bewithin ~~diluted~~ten asdays aof ~~result~~the acquisition to provide that the “control share” statute does not apply to the corporation or to the types of ~~this~~existing ~~offering~~or future stockholders. See the section entitled “Description of Capital Stock” for additional information.

~~Background~~CAUTIONARY ~~and~~NOTE ~~Reasons~~REGARDING ~~for the Distribution~~FORWARD-LOOKING STATEMENTS

~~Company~~Some ~~Information~~of the information in this prospectus contains forward-looking statements within the meaning of the federal securities laws. These statements may be found under “Prospectus Summary,” “Risk Factors,” Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Statements about our future plans and intentions, results, levels of activity, performance, goals, achievements or other future events constitute forward-looking statements. Wherever possible, words such as “may,” “will,” “should,” “could,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information available to management as at the date of this prospectus.

~~World~~Forward ~~Media~~looking &statements ~~Technology~~in ~~Corp. (formerly Halton Universal Brands, Inc.) (“WRMT” or~~ the ~~“Company”)~~prospectus may ~~was~~include ~~incorporated~~but ~~under~~are ~~the~~not ~~laws~~limited ofto ~~the~~statements State of Nevada on October 22, 2010 (“Inception”). The Company was originally a brokerage and brand consultancy firm specializing in product development, brand consultation, product launches and brokerage services for manufacturers of grocery, specialty food and health supplements.about:

On· ~~October~~expectations ~~29, 2014, Power Clouds, Inc. (formerly World Assurance Group, Inc.) (“PWCL”) acquired 7,095,000~~ of ~~the~~future ~~outstanding~~operating ~~common~~results ~~stock~~or ~~that~~financial resulted in a change of control of the Company and with it a change in the Company’s business plan from a brokerage and brand consultancy firm specializing in product development, brand consultation, product launches and brokerage services to that of the design, manufacture and marketing of wearable technology products and the provision of Mobile Virtual Network Operator (“MVNO”) wireless services.performance;

~~Acquisition~~· ofexpectations regarding the ~~Space~~introduction ~~Technology~~of ~~Business~~new ~~and related assets~~products;

~~Effective~~· ~~October~~our ~~29,~~plans 2014, PWCL sold its SPACE technology business and certain related assets to the Company. In accordance with ASC 805-50, as this transaction is deemed to be between entities under common control, the assets of the SPACE technology business were transferred from PWCL to the Company at the carrying value of such assets within the financial statements of PWCL at the time of transfer. Accordingly, the sole asset recorded by the Company as a result of this acquisition was a supplier deposit for ~~$103~~growth,~~226~~ asfuture ~~all~~operations ~~other assets transferred had a carrying value of $0. As a condition of the acquisition, the Company agreed to reimburse PWCL for the supplier deposit~~ and certain costs, totaling $454,672 incurred by PWCL in the development of the Space technology. As a result of the acquisition, the Company recorded: (1) a current asset for the supplier deposit in the amount of $103,226acquisitions; (2) an intercompany payable to PWCL in the amount of $557,898; and (3) a reduction of additional paid in capital of $454,672 representing the excess of liabilities incurred ($557,898) over carrying value of the assets assumed ($103,226) as a result of this being a transaction between entities under common control.

In· ~~November 2014,~~our ~~the~~plans ~~board~~to ofdevelop ~~directors~~ and ~~majority~~commercialize ~~stockholder,~~our ~~PWCL, authorized a name change of the Company from Halton Universal Brands, Inc. to World Media & Technology Corp. The name change went effective with FINRA on December 22, 2014.~~ products;

~~Mechanics~~· ofanticipated ~~Completing~~trends in the ~~Distribution~~quantified-self wellness sector and healthcare sector;

~~PWCL~~· ~~management~~the ~~anticipates~~size ~~that~~and ~~within~~growth ~~thirty~~potential ~~days~~ of ~~the~~possible ~~date~~markets offor ~~the~~our ~~effective~~product ~~date~~candidates ~~this~~and ~~prospectus, PWCL will deliver 13,812,850 shares of~~ our ~~common~~ability ~~stock~~ to ~~the~~serve distribution agent, Island Stock Transfer, to be distributed to the shareholders of PWCL. We have defined the record date as the first business day following the effective statement from the SEC. Only holders of Power Clouds, Inc. on the record date shall receive shares of WRMT. Only those ~~shares deemed "free trading" by our transfer agent shall be registered under this prospectus. These shares are held by a total of 103 record shareholders.~~markets;

If· ~~you~~the ~~hold~~rate ~~your~~and ~~PWCL~~degree ~~shares in a brokerage account, your WRMT shares~~ of ~~common~~market ~~stock~~acceptance ~~will be credited to that account. If you hold your PWCL shares in certificated form, the distribution agent will mail a certificate representing shares~~ of ~~your~~any ~~WRMT~~future ~~common stock to you. The mailing process is expected to take about thirty days.~~products;

No· ~~cash~~the ~~distributions~~accuracy ~~will be paid. No shareholder~~ of ~~PWCL will be required to make any payment or exchange any shares in order to receive~~ our ~~common~~estimates ~~shares~~regarding inexpenses, ~~the~~future ~~distribution.~~revenues, ~~PWCL~~capital ~~will~~requirements ~~bear~~and ~~all~~needs offor ~~the~~additional ~~costs~~financing ~~of the distribution,~~ and ~~WRMT~~our isability ~~bearing~~to ~~the~~obtain ~~costs~~additional ~~of this Registration Statement.~~financing;

our ability to attract strategic partners with development, regulatory and commercialization expertise;

our ability to enhance earnings and profitability;

our ability to comply with rules and regulations; and

expectations regarding the use of proceeds from this offering.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the section titled “Risk Factors” and elsewhere in this prospectus.

These risks are not exhaustive. Other sections of this prospectus may include additional factors that could harm our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in, or implied by, any forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual results or to changes in our expectations.

~~Tax~~In ~~Consequences~~addition, statements that “we believe” and similar statements reflect our current beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the ~~Distribution~~date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

WeYou ~~have~~should ~~not~~read ~~requested~~this prospectus and ~~do not intend to request a ruling from~~ the documents ~~Internal~~that ~~Revenue~~we ~~Service~~reference orin anthis ~~opinion~~prospectus ofand ~~tax~~have ~~counsel~~filed ~~that the distribution will qualify~~ as aexhibits ~~tax~~to ~~free spin-off under United States tax laws. Under~~ the ~~U.S.~~registration ~~Tax~~statement ~~Code, PWCL would need to control at least 80%~~ of ~~our~~which ~~outstanding~~this ~~capital~~prospectus is ~~stock~~a topart ~~qualify~~with the ~~distribution~~understanding ofthat our ~~shares~~actual byfuture ~~PWCL~~results, aslevels aof ~~tax~~activity, ~~free~~performance ~~spin-off.~~and ~~PWCL~~achievements ~~does~~may ~~not~~be ~~meet~~different from ~~this~~what ~~requirement and consequently,~~ we doexpect. ~~not~~We ~~believe~~qualify ~~that~~all ~~the distribution by PWCL~~ of our ~~stock~~forward-looking tostatements ~~its~~by ~~shareholders~~these ~~will~~cautionary ~~qualify for tax free spin-off status~~statements.

~~This~~Forward-looking ~~prospectus~~statements ~~should~~involve ~~not~~significant risk, beuncertainties ~~read~~and asassumptions. ~~providing~~Although ~~legal~~the orforward-looking ~~tax~~statements ~~advice~~contained ~~with~~in ~~respect~~this toprospectus ~~the~~are ~~distribution~~based upon what management believes to ~~our~~be ~~shareholders.~~reasonable ~~The~~assumptions ~~distribution~~as of the ~~WRMT~~date ~~stock~~of tothis ~~PWCL shareholders will constitute a dividend~~prospectus, ~~taxable~~we ascannot ~~ordinary~~assure ~~income,~~readers inthat anactual ~~amount~~results ~~equal~~will tobe ~~the~~consistent with ~~fair~~these ~~market~~forward-looking ~~value~~statements. ofThese ~~the~~forward-looking ~~WRMT~~statements ~~stock~~are onmade ~~the~~as ~~date~~ of the ~~distribution,~~date ~~based upon the average~~ of ~~the~~this ~~high~~prospectus and ~~low~~we ~~sale~~assume no ~~price~~obligation ofto ~~the~~update ~~common~~or ~~stock~~revise asthem ~~reported~~to byreflect ~~the~~new ~~OTC~~events ~~Markets~~or oncircumstances, ~~the~~except ~~distribution~~as ~~date. If~~ required by ~~the~~law. ~~tax~~Many ~~laws,~~factors ~~the~~could ~~distribution~~cause our ~~will~~actual beresults, ~~reported~~performance toor ~~the~~achievements ~~Internal~~to ~~Revenue~~be ~~Service~~materially ondifferent ~~Form~~from ~~1099~~any -future ~~DIV.~~results, ~~The~~performance ~~tax~~or ~~impact~~achievements that ofmay ~~the~~be ~~distribution~~expressed onor ~~PWCL~~implied isby ~~not~~such ~~anticipated~~forward-looking ~~to be significant~~statements, ~~given the large number of shareholders receiving shares in the distribution.~~ including:

~~CAPITALIZATION~~· announcements of new products or technologies, commercial relationships or other events relating to us or our industry or our competitors;

~~The~~· ~~table~~failure ~~below describes our cash, cash equivalents and investments and capitalization as~~ of ~~December~~any ~~31, 2014. You should read this table in conjunction with the information under the captions "Selected Financial Data" and "Management's Discussion and Analysis~~ of ~~Financial Condition and Results of Operations" and~~ our ~~financial~~key ~~statements~~products ~~and~~to ~~the~~gain ~~related~~market ~~notes included elsewhere in this prospectus.~~acceptance;

	As of December 31, 2014
Cash and cash equivalents	$54
Common stock, $0.001 par value per share; 75,000,000 shares authorized; 15,220,000 shares issued and outstanding as of December 31, 2014	15,220
Additional paid in capital	1,611,236
Stock subscription due from parent (Power Clouds, Inc.)	(2,000,000)
Accumulated (deficit)	$ (212,514)
Shares issued at spin off, Discount from Par Value	nil
Total stockholders’ equity (deficit)	$ (586,058)
Total liabilities and stockholders’ deficit	$ 340,280

variations in our quarterly operating results;

As· perceptions of ~~December~~the ~~31,~~prospects ~~2014,~~for ~~there~~the ~~were~~markets ~~15,220,000~~in ~~shares~~which ofwe ~~our common stock outstanding.~~compete;

~~Subsequent~~· tochanges ~~December~~in ~~31,~~general ~~2014~~economic ~~we issued a further 12,000,000 shares of our common stock for cash consideration of $3 million and 1,361,000 shares of our commons stock to acquire 350 shares of PayNovi Ltd. Commons stock.~~conditions;

~~Consequently~~· ~~there~~changes ~~are~~in ~~currently~~securities ~~28,581,000~~analysts’ ~~shares~~estimates of ~~WRMT~~our ~~common~~financial ~~shares issued and outstanding.~~performance;

~~SHARES~~· ~~ELIGIBLE~~regulatory ~~FOR~~developments ~~FUTURE~~in ~~SALE~~the United States and foreign countries;

~~While~~· ~~our~~fluctuations ~~common~~in stock ~~has~~market ~~been~~prices ~~quoted on the Over-The-Counter Bulletin Board (“OTCBB”) under the symbol “HNVB” from June 3, 2014 to December 21, 2014,~~ and ~~under~~trading ~~the~~volumes ~~symbol “WRMT” since December 22, 2014, only a very limited number~~ of ~~shares~~similar of common stock have traded to date and there is currently no active public market for our common stock. During the past 12 months the 52-week high price of our stock was $0.50 and 52-week low was $0.50. companies;

news about the markets in which we compete or regarding our competitors;

terrorist acts or military action related to international conflicts, wars or otherwise;

sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders;

additions or departures of key personnel; and

other factors that we discuss in this prospectus in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus.

These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. The forward-looking statements contained in this prospectus are excluded from the safe harbor protection provided by the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act which does not extend to initial public offerings. You should read this prospectus and the documents that we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

This prospectus also contains statistical data, estimates and forecasts that are based on independent industry publications or other publicly available information, while other information is based on our internal sources. Although we believe that these third-party sources referred to in this prospectus are reliable, neither we nor the underwriters have independently verified the information provided by these third parties. While we are not aware of any misstatements regarding any third-party information presented in this prospectus, their estimates, in particular, as they relate to projections, involve numerous assumptions, are subject to risks and uncertainties, and are subject to change based on various factors, including those discussed under “Risk Factors”.

WeUSE OF cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time. Sales of substantial amounts of our common stock in the public market after this offering could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through the sale of our equity securities.PROCEEDS

~~MARKET~~We ~~FOR~~estimate ~~COMMON~~that the ~~EQUITY~~net ~~AND~~proceeds ~~RELATED~~from ~~STOCKHOLDER~~the ~~MATTERS~~sale of the shares of common stock and Warrants we are offering will be approximately $10.0 million. If the underwriters fully exercise the over-allotment option, we estimate the net proceeds of the common stock and Warrants we sell will be approximately $ million. “Net proceeds” is what we expect to receive after paying the underwriting discount and other expenses of the offering. These estimates exclude the proceeds, if any, from the exercise of the Warrants sold in this offering. If all of the Warrants sold in this offering were to be exercised in cash at an exercise price of $___ per share, we would receive additional net proceeds of approximately $____ million. We cannot predict when or if these Warrants will be exercised,

~~Market~~We ~~Information~~intend to use the net proceeds from this offering for the following purposes :

~~Although~~· ~~the~~Approximately Company anticipates that a public market for over-the-counter trading of the Company's securities may develop after the distribution is completed, there can be no assurance that such a market will develop or that it will be sustained$3.5 ~~After~~million ~~the~~on ~~effective~~research ~~date of this registration statement~~ and ~~the~~development ~~distribution,~~as ~~the~~we ~~shares~~continue ofto ~~the~~enhance ~~Company's~~our ~~common~~Life ~~stock~~Sensing ~~distributed by PWCL in the distribution will be unrestricted and freely salable.~~Technology;

~~The~~· ~~Company's~~Approximately common stock is considered a "penny stock " as defined in the Commission's rules promulgated under the Exchange Act (the “ Rules ”). The Commission's rules regarding penny stocks impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally persons with net worth in excess of $1~~,000,000, exclusive of residence, or an annual income exceeding $200,000 or $300,000 jointly with their spouse)~~.5 ~~For~~million ~~transactions~~on ~~covered~~talent byrecruitment ~~the rules, the broker-dealer must make a special suitability determination for the purchaser~~ and ~~receive~~retention ~~the~~as ~~purchaser's~~we ~~written~~align ~~agreement~~our tostaffing ~~the~~needs ~~transaction prior~~ to ~~the~~accommodate ~~sale.~~our ~~Thus~~growth ~~the~~strategy Rules affect the ability of broker-dealers to sell the Company's shares should they wish to do so because of the adverse effect that the Rules have upon liquidity of penny stocks. Unless the transaction is exempt under the Rules, under the Securities Enforcement Remedies and ~~Penny~~reduce Stock Reform Act of 1990, broker-dealers effecting customer transactions in penny stocks are required to provide their customers with (i) a risk disclosure document; (ii) disclosure of current bid and ask quotations if any; (iii) disclosure of the ~~compensation~~level ~~of the broker-dealer~~ and ~~its~~extent ~~sales personnel in the transaction; and (iv) monthly account statements showing the market value~~ of ~~each~~outsourcing penny stock held in the customer's account. As a result of the penny stock rules, the market liquidity for the Company's securities may be severely adversely affected by limiting the ability of broker-dealers to sell the Company's securities and the ability of purchasers of the securities to resell them.activities;

~~For~~· ~~information~~Approximately on$2.0 ~~shareholders~~million ~~who~~on ~~will~~business ~~own~~development, 5%including orpotential ~~more~~strategic ofacquisitions ~~our~~or ~~common~~investment ~~stock~~in ~~following~~companies, ~~the distribution~~technologies, assolutions ~~well~~or asbusinesses ~~the~~that ~~ownership~~complement of our ~~officers~~business; and ~~directors, please see “Security Ownership of Certain Beneficial Owners and Management” on page 28.~~

~~Holders~~· The remainder for working capital and general corporate purposes, which may include technology upgrade, capital expenditures, improvement of corporate facilities, and other general and administrative matters.

~~Immediately~~The ~~following~~amounts and timing of these expenditures will vary depending on a number of factors, including the ~~distribution~~amount of cash generated by our operations, competitive developments, and the ~~Company~~rate ~~anticipates~~of ~~that~~growth, ~~there~~if ~~will~~any, beof ~~approximately~~our ~~137~~business. ~~shareholders~~We may find it necessary or advisable to use portions of ~~record~~the proceeds for other purposes, and we will have broad discretion in the application of the ~~Company~~net proceeds.

~~Dividends~~Although we may use a portion of the proceeds for the acquisition of technologies, solutions or businesses that complement our business, we are not a party to any agreement or understanding as of the date of this prospectus to undertake any such transaction, and we cannot assure you that we will make any acquisitions or investments in the future.

~~Since~~Until ~~its~~we ~~incorporation,~~use the ~~Company~~net ~~has~~proceeds ~~not~~of ~~declared~~the ~~any~~offering, we ~~dividend~~will oninvest ~~its~~the ~~common~~funds ~~stock.~~in ~~The~~short-term, ~~Company~~investment ~~does~~grade, ~~not~~interest-bearing ~~anticipate~~securities, ~~declaring~~ or ~~paying~~in asavings ~~dividend~~accounts. onOur ~~its~~management ~~common~~will have ~~stock~~broad ~~for~~discretion in the ~~foreseeable~~application ~~future.~~of Wethe ~~plan~~net proceeds to ~~retain~~us ~~any~~from ~~future~~this ~~earnings~~offering ~~for~~and ~~use~~investors inwill be relying on the judgment of our ~~business~~management ~~activities~~regarding the application of the proceeds.

~~Transfer Agent and Registrar~~DIVIDEND POLICY

~~The~~We ~~transfer~~have ~~agent~~never ~~and~~declared ~~registrar~~or ~~for~~paid ~~the~~cash ~~Company's~~dividends on ~~common~~our capital stock. Our Board of Directors' ability to declare a dividend is ~~Island~~subject ~~Stock~~to ~~Transfer,~~restrictions ~~15500~~imposed ~~Roosevelt~~by ~~Blvd~~Nevada corporate law. Until we become profitable and are cash flow positive from an operations perspective, ~~Suite~~we ~~301~~intend to retain all available funds and future earnings, ~~Clearwater~~if any, ~~Florida~~to ~~33760~~fund the development and expansion of our business. WeOnce ~~appointed~~we ~~the~~have ~~transfer~~strengthened ~~agent~~our balance sheet, enhanced our working capital and accumulated sufficient earnings, we do anticipate paying cash dividends on ~~March~~our 11capital stock. Any future determination related to our dividend policy will be made at the discretion of our board of directors and will depend upon our financial condition, ~~2014~~operating results, capital requirements, and other factors that our board of directors deems relevant.

Equity Compensation Plans

The Company currently does not have any equity compensation plans.

~~SPECIAL~~MARKET ~~NOTE~~PRICE ~~REGARDING~~OF ~~FORWARD-LOOKING~~OUR ~~STATEMENTS~~COMMON STOCK AND RELATED STOCKHOLDER MATTERS

~~This~~Our ~~prospectus,~~common ~~including~~stock has been quoted on the OTC ~~sections~~Pink ~~entitled~~Market ~~"Prospectus~~under ~~Summary,"~~the ~~"Risk~~symbol ~~Factors~~“WCOR” since December 4," ~~"Management's~~2017. ~~Discussion~~From ~~and~~May ~~Analysis~~13, of2014 ~~Financial~~to ~~Condition~~December ~~and~~21, ~~Results~~2014, ofour ~~Operations"~~common stock ~~and~~was ~~"Business,"~~quoted ~~contains~~on ~~forward~~the Over-~~looking~~the ~~statements~~Counter ~~that~~Bulletin ~~are~~Board ~~based~~(“OTCBB”) onunder ~~our~~the ~~management's~~symbol ~~beliefs~~“HNVB” and ~~assumptions~~from ~~and~~December 22, on2014 ~~information~~to ~~currently~~October ~~available~~5, to2016, our ~~management.~~common Westock ~~may,~~was inquoted ~~some~~on ~~cases,~~the ~~use~~OTCBB ~~words~~under ~~such~~the assymbol ~~"project,"~~ “~~forecast,~~WRMT”. ~~"believe,"~~From ~~"anticipate,"~~October ~~"plan~~6," ~~"expect,"~~2016 to ~~"estimate,"~~December ~~"intend~~4," ~~"should~~2017," ~~"would,"~~our ~~"could,"~~common ~~"potentially,"~~stock ~~"will"~~was orquoted ~~"may,"~~on orthe ~~other~~OTC ~~words~~Pink ~~that~~Market ~~convey~~under ~~uncertainty~~the ofsymbol ~~future~~“WRMT”. ~~events~~Since orDecember ~~outcomes~~4, 2017, toour ~~identify~~common ~~these~~stock ~~forward-looking~~has ~~statements.~~been ~~Forward-looking~~quoted ~~statements~~on inthe ~~this~~OTC ~~prospectus~~Pink ~~may~~Market ~~include,~~under ~~but~~the ~~are~~symbol ~~not limited to, statements about:~~“WCOR”.

~~• expectations~~The oftable ~~future~~below ~~operating~~sets ~~results~~forth the high and low sale prices for our common stock as reported on the OTCBB and the OTC Pink Market, as applicable, during the periods indicated. The quotations below reflect inter-dealer prices and do not include retail markup, markdown or ~~financial~~commissions. ~~performance;~~In addition, these quotations may not necessarily represent actual transactions.

• introduction of new products;

2018	High		Low
3^rd Quarter (through July 13, 2018)	$	4.29	$	2.81
2^nd Quarter	$	5.45	$	1.82
1^st Quarter	$	14.08	$	3.15

• plans for growth, future operations and potential acquisitions;

2017	High		Low
4^th Quarter	$	24.00	$	6.15
3^rd Quarter	$	23.98	$	19.37
2^nd Quarter	$	24.99	$	11.01
1^st Quarter	$	24.90	$	4.15

• our plans to develop and commercialize our products;

2016	High		Low
4^th Quarter	$	4.30	$	1.50
3^rd Quarter	$	4.00	$	0.85
2^nd Quarter	$	7.99	$	1.80
1^st Quarter	$	3.00	$	0.08

~~• the size and growth potential of possible markets for our product candidates and our ability to serve those markets;~~Stockholders

~~• the~~As ~~rate~~of ~~and~~July ~~degree~~13, 2018, there were approximately 205 stockholders of ~~market~~record ~~acceptance~~of our 36,722,244 outstanding shares of ~~any~~common ~~future~~stock. ~~products;~~On July 13, 2018, the last reported sale price for our common stock as reported on the OTC Pink MKT was $4.25 per share.

~~• the~~Transfer ~~accuracy of our estimates regarding expenses~~Agent, ~~future~~Warrant ~~revenues,~~Agent ~~capital requirements~~ and ~~needs for additional financing and our ability to obtain additional financing;~~Registrar

• The transfer agent and registrar for the Company’s common stock and the warrant agent for our ~~ability~~Warrants tois ~~attract~~ClearTrust, ~~strategic~~LLC, ~~partners~~16540 ~~with~~Pointe ~~development~~Village Dr., ~~regulatory~~# ~~and~~206, ~~commercialization~~Lutz, ~~expertise;~~FL ~~and~~33558.

• the development of our marketing capabilities.

There are a number of important factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements. These important factors include those that we discuss in this prospectus under the caption "Risk Factors." Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. You should read these factors and the other cautionary statements made in this prospectus as being applicable to all related forward-looking statements wherever they appear in this prospectus. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

BUSINESS

Organizational History

World Media & Technology Corp. (formerly Halton Universal Brands, Inc.) (“WRMT” or the “Company”) was incorporated under the laws of the State of Nevada on October 22, 2010 (“Inception”). The Company was originally a brokerage and brand consultancy firm specializing in product development, brand consultation, product launches and brokerage services for manufacturers of grocery, specialty food and health supplements.

On October 29, 2014, Power Clouds, Inc. (formerly World Assurance Group, Inc.) (PWCL) acquired 7,095,000 of the outstanding common stock that resulted in a change of control of the Company and with it a change in the Company’s business plan from a brokerage and brand consultancy firm specializing in product development, brand consultation, product launches and brokerage services to that of the design, manufacture and marketing of wearable technology products and the provision of Mobile Virtual Network Operator (“MVNO”) wireless services.

~~Acquisition of the Space Technology Business and related assets~~CAPITALIZATION

~~Effective~~The ~~October~~following ~~29,~~table ~~2014,~~sets ~~PWCL~~forth ~~sold~~our ~~its SPACE technology business~~ cash and ~~certain~~cash ~~related~~equivalents ~~assets to the Company. In accordance with ASC 805-50,~~ as ~~this~~well transaction is deemed to be between entities under common control, the assets of the SPACE technology business were transferred from PWCL to the Company at the carrying value of such assets within the financial statements of PWCL at the time of transfer. Accordingly, the sole asset recorded by the Company as acapitalization ~~result of this acquisition was a supplier deposit for $103,226~~ as ~~all other assets transferred had a carrying value~~ of ~~$0. As~~March ~~a condition of the acquisition~~31, the Company agreed to reimburse PWCL for the supplier deposit and certain costs, totaling $454,672 incurred by PWCL in the development of the Space technology. As a result of the acquisition, the Company recorded2018: (1) a current asset for the supplier deposit in the amount of $103,226; (2) an intercompany payable to PWCL in the amount of $557,898; and (3) a reduction of additional paid in capital of $454,672 representing the excess of liabilities incurred ($557,898) over carrying value of the assets assumed ($103,226) as a result of this being a transaction between entities under common control.

In· November 2014, the board of directors and majority stockholder, WDAS, authorized a name change of the Company from Halton Universal Brands, Inc. to World Media & Technology Corp. The name change went effective with FINRA on ~~December~~ ~~22,~~an ~~2014.~~actual basis;

~~Our~~· ~~net~~on ~~loss~~a ~~for~~pro ~~the~~forma ~~year~~basis ~~ended~~to ~~December~~give ~~31,~~further ~~2014~~effect ~~was~~to ~~$173,600.~~the ~~Our~~issuance ~~independent~~and ~~registered~~sale ~~public~~by ~~accounting~~us ~~firm~~of ~~issued~~shares ~~its~~of ~~report~~common instock ~~connection~~and ~~with~~Warrants ~~the~~in ~~audit~~this ofoffering ~~our~~at ~~financial statements for~~ the ~~period~~assumed ~~ended~~public ~~December~~offering ~~31,~~price ~~2014,~~of ~~which~~$ ~~included~~per anshare ~~explanatory~~and ~~paragraph~~Warrant, inafter ~~Note~~deducting ~~3 describing~~ the ~~existence~~estimated ofunderwriting ~~conditions~~discounts ~~that~~and ~~raise~~commissions ~~substantial~~and ~~doubt~~estimated ~~about~~offering ~~our~~expenses ~~ability~~payable toby ~~continue~~us, asexcluding athe ~~going~~proceeds, ~~concern.~~if ~~However~~any, ~~subsequently~~from the ~~Company~~exercise ~~received~~of $5the ~~million~~Warrants issued in ~~cash~~this ~~from~~offering ~~the~~at ~~sale~~an ofexercise ~~shares~~price of ~~its~~$ ~~common~~per ~~stock in March 2015~~share.

~~Our~~You ~~current~~should ~~monthly~~read ~~cash~~this ~~burn~~table istogether ~~estimated~~with “Selected toConsolidated beFinancial ~~approximately~~Data” ~~$250,000.~~and ~~Based~~“Management’s onDiscussion ~~this~~and ~~projected~~Analysis ~~monthly~~of ~~cash~~Financial ~~burn,~~Condition and weResults ~~anticipate~~of ~~that~~Operations,” ~~our~~as ~~present~~well ~~cash~~as ~~balances~~our ~~may~~consolidated ~~sustain~~financial usstatements ~~until~~and ~~mid~~related ~~2016~~notes ~~before~~appearing ~~additional~~elsewhere ~~funding~~in ~~may be required~~this prospectus.

Prior Operations

	As of March 31, 2018
(In thousands, except for number of shares)	Actual			Pro Forma (unaudited)
Cash	$	663,055		$

Total debt	$	0		$

Preferred stock, $0.001 par value; 10,000 shares authorized; none issued and outstanding, actual and pro forma, respectively	$	—

Common stock, $0.001 par value; 75,000,000 shares authorized; 36,722,244 and shares issued and outstanding, actual and pro forma, respectively		36,722

Additional paid-in capital		6,416,066

Deficit		(6,719,509	)

Total stockholders' (deficit) equity	$	(266,721	)	$

Total capitalization	$	(266,721	)	$

The ~~Company~~number ~~was~~of ashares ~~brokerage,~~of ~~consulting~~common ~~and~~stock ~~marketing~~to be ~~firm~~outstanding ~~specializing~~after inthis ~~brand~~offering ~~consulting~~is ~~and~~based ~~new product strategy consulting for emerging brands. The Company focused~~ on ~~natural food products~~36, ~~specialty food products~~722,244 ~~and~~shares ~~mass~~of ~~market~~common ~~grocery~~stock ~~items~~outstanding ~~that~~as are manufactured in North America and seek new market penetration in Eastern Europe. It offered services that fall into three major categories: strategic management consulting, sales brokerage, and marketing. Its main areas of ~~focus~~March ~~were serving manufacturers and distributors in the grocery~~31, ~~specialty food~~2018, ~~and~~which ~~health~~does ~~supplement channels.~~not include:

~~New~~· ~~Business~~7,000,000 shares of common stock that are eligible for future option grants under our 2018 Stock Incentive Plan;

~~Effective~~· ~~upon~~shares ~~the consummation~~ of ~~the~~common stock ~~purchase~~issuable ~~and~~upon the ~~change~~exercise inof ~~control on October 29, 2014 described above,~~ the ~~Company~~Warrants ~~discontinued~~offered ~~its~~hereby ~~previous~~at ~~business~~an ~~plan~~exercise ~~and~~price ~~changed its business operations to focus on the design, manufacture and marketing~~ of ~~wearable~~$ ~~technology~~per ~~products~~share; and ~~providing wireless services.~~

~~Effective~~· ~~October~~shares ~~29,~~of ~~2014,~~common ~~the~~stock ~~Company~~issuable ~~acquired~~upon the ~~SPACE~~exercise ~~technology~~of ~~business~~the ~~and certain related assets from PWCL~~Representative’s ~~subsidiary~~Warrants ~~company,~~at ~~World~~an ~~Global~~exercise ~~Assets~~price ~~Pte~~of ~~Ltd~~$ ~~(WGA)~~per share, anincluding ~~affiliate~~shares ~~company~~of ~~(See~~common ~~Item~~stock ~~13:~~to ~~Related~~be ~~Party~~issued ~~Transactions)~~upon ~~to continue~~ the ~~development~~exercise ~~and commercialization~~ of ~~wearable~~Warrants ~~computers,~~included ~~binocular~~in ~~media display glasses, wireless devices and~~ the ~~necessary~~Representative’s ~~platforms~~Warrants ~~and~~at ~~wireless connectivity to provide its customers with~~ an ~~all~~exercise ~~encompassing,~~price ~~out-~~of~~-the-box,~~ ~~unique,~~$ ~~fully-connected,~~per ~~rich, infotainment experience~~share.

~~The Market Opportunity~~ DILUTION

~~The~~Investors ~~Company~~purchasing ~~has~~shares of our common stock and Warrants in this offering will experience immediate and substantial dilution in the ~~goal~~as adjusted net tangible book value of ~~earning~~their ~~stable~~shares of common stock. Dilution in pro forma as adjusted net tangible book value represents the difference between the public offering price per share and ~~recurring~~the ~~revenues~~pro ~~from~~forma ~~two~~as ~~main~~adjusted ~~areas:~~net tangible book value per share of our common stock immediately after the offering.

1The historical net tangible book value of our common stock as of March 31, 2018 was $(287,610) or $(0.01) per share. Historical net tangible book value per share of our common stock represents our total tangible assets (total assets less intangible assets) less total liabilities divided by the number of shares of common stock outstanding as of that date.

~~The~~After giving effect to the issuance and sale of ~~Wearable~~shares ~~Technology~~of common stock in this offering, ~~such~~at asa ~~binocular~~public ~~media~~offering ~~display~~price ~~glasses~~of $ per share, and ~~wire~~after ~~free~~deducting ~~devices~~the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value as of March 31, 2018 would have been approximately $ million, or $ per share of common stock, which excludes the Warrants to purchase common stock to be issued to investors in this offering. This amount represents an immediate increase in pro forma net tangible book value of $ per share to existing stockholders and an immediate dilution of $ per share to new investors purchasing our common stock in this offering.

2.The following table illustrates this dilution on a per share basis (based on all outstanding shares) to new investors:

The provision of MVNO (Mobile Virtual Network Operator) wireless services

Public offering price per share				$
Net tangible book value per share before this offering as of March 31, 2018	$	(287,610	)
Increase in net tangible book value per share attributable to new investors purchasing shares in this offering
Pro forma net tangible book value per share after giving effect to this offering
Dilution in pro forma net tangible book value per share to new investors participating in this offering				$

~~Wearable~~The ~~Technology~~following table illustrates this dilution on a per share basis (based on the outstanding shares issued by the Company to directors, officers and affiliates) to new investors:

The term “Wearable Technology” refers to any electronic device or product that can be worn by a person to integrate computing in his daily activity or work and use technology to avail advanced features & characteristics. Concerted efforts from the industry and academia for over two decades have resulted into a host of sophisticated products and devices being launched in the market. The potential of the industry can be gauged by the fact that both - the big and established players and small start-ups have upped their ante in the wearable electronics market.

Public offering price per share				$
Net tangible book value per share before this offering as of March 31, 2018	$	(287,610	)
Increase in net tangible book value per share attributable to new investors purchasing shares in this offering
Pro forma net tangible book value per share after giving effect to this offering
Dilution in pro forma net tangible book value per share to new investors participating in this offering				$

~~Wearable~~If ~~technology~~the ~~are~~underwriters inexercise ~~demand~~their ~~due~~option in full to ~~increasing~~purchase ~~applications~~an inadditional shares of ~~industrial~~common ~~and~~stock ~~enterprise,~~in ~~consumer,~~this ~~healthcare~~offering, ~~and~~the ~~others,~~pro ~~driving~~forma ~~the~~net ~~wearable~~tangible ~~technology~~book ~~market~~value ~~toward~~per ~~growth.~~share ~~Some~~after of the ~~challenges~~offering ~~faced~~would ~~include~~be ~~technology~~$ per share, ~~awareness~~the ~~and~~increase ~~educating~~in ~~people on~~ the ~~usage~~pro offorma ~~wearable~~net ~~technology.~~tangible ~~The~~book ~~market~~value isper ~~segmented~~share ~~geographically~~to ~~into~~existing ~~four~~stockholders ~~major~~would ~~regions,~~be ~~namely~~$ per share ~~the Americas, Europe, Asia-Pacific,~~ and ~~Rest of~~ the ~~World.~~dilution ~~America is believed~~ to benew ~~the~~investors ~~largest~~purchasing ~~producer~~our ofcommon ~~wearable~~stock ~~technology~~in ~~devices,~~this ~~followed~~offering bywould ~~Europe~~be ~~and Asia-Pacific~~$ per share.

~~WRMT~~The isnumber ~~initially~~of ~~focused~~shares inof ~~the~~common ~~‘Lifestyle~~stock ~~Computing’~~to be ~~market~~outstanding ~~sector~~after asthis ~~defined~~offering inis ~~the~~based ~~Beecham~~on ~~Research~~36,722,244 ~~‘Wearable~~shares ~~Technology~~of ~~Application~~common ~~Chart’.5~~stock outstanding as of March 31, 2018, which does not include:

~~Twenty~~· ~~percent of American adults already own a wearable device and the adoption rate – on par with tablets in 2012 – is quickly expected to rise~~7, ~~according to PwC’s Consumer Intelligence Series – The Wearable Future report –6 an extensive U.S. research project that surveyed 1~~000,000 ~~consumers,~~shares ~~wearable~~of ~~technology~~common ~~influencers~~stock and business executives, as well as monitored social media chatter, to explore the technology’s impact on society and business. In the last three decades, PwC has examined how technological innovation plays an increasingly prominent role in helping brands set themselves apart in their respective industries and how wearable technology can offer brands an opportunity to establish themselves, particularly in the entertainment, media and communications (EMC), health, retail and technology industries. The report found that ~~companies~~are ineligible ~~the EMC industries have perhaps the largest opportunity~~ for ~~advancement~~future ~~and~~option ~~growth~~grants inunder ~~the~~our ~~wearable technology market. Basically, where there’s a screen, there’s an opportunity – and if projections that sales of wearables could reach 130 million units in~~ 2018 ~~are~~Stock ~~correct,~~Incentive ~~that opportunity is big.~~Plan;

~~Seventy-three~~· ~~percent~~shares of ~~survey~~common ~~respondents~~stock inissuable ~~the~~upon ~~PwC report expect wearable technology to make media and entertainment more immersive and fun, and~~ the ~~expectations~~exercise ~~were even higher among millennials at 79 percent. In fact, 64 percent~~ of ~~millennials said they would be excited to try a wearable technology product introduced by an entertainment or media company, compared to 42 percent of~~ the ~~general~~Warrants ~~population.~~offered Ashereby ~~social~~at media becomes more fundamental to the way we receive information and interact with others, consumers want wearable technology to offer anytime/anywhere access to their favorite networks. This is especially true among millennials, who were three times as likely as the general population to list real-time social media updates as an ~~important~~exercise ~~benefit~~price of ~~wearables.~~$ ~~Ninety-seven percent of American children ages 12 to 17 play an average of one hour of video games~~ per ~~day.~~share; ~~Wearable technology is poised to offer a host of new platforms~~ and ~~devices to make gaming more visually and physically engaging than ever before. Sixty-four percent of consumers ages 18 to 24 say they would be motivated by this.~~

~~According~~· toshares ~~recent~~of ~~research,~~common stock issuable upon the ~~global~~exercise ~~wearable~~of ~~electronic~~the ~~device~~Representative’s ~~market~~Warrants isat ~~forecasted~~an exercise price of $ per share, including shares of common stock to ~~grow~~be ~~from~~issued upon the exercise of Warrants included in the Representative’s Warrants at an exercise price of $ per share.

In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital by issuing equity securities or convertible debt, your ownership will be further diluted.

~~$3.7~~SELECTED ~~billion~~CONSOLIDATED inFINANCIAL ~~2013 to $8.3 billion (18 percent CAGR) by 2018.~~ DATA

ByThe ~~volume~~following table includes (i) summary consolidated statement of operations data for the years ended December 31, 2017 and 2016, and the ~~market~~quarters ended ~~will~~March ~~increase~~31, 302018 ~~percent~~(unaudited) ~~CAGR~~and ~~from~~2017 ~~35.7~~(unaudited) ~~million~~and to(ii) ~~134~~summary ~~million~~consolidated ~~units.~~balance ~~Analysts~~sheet ~~believe~~data ~~that~~as ~~wearables~~of ~~will~~December ~~live~~31, up2017 and to2016 ~~the~~and ~~“hype~~March 31,” 2018, derived from our audited and ~~smart~~unaudited ~~devices~~consolidated ~~have~~financial ~~the~~statements ~~ability~~and torelated ~~become~~notes ~~standalone~~included elsewhere ~~devices~~in ~~rather~~this ~~than~~prospectus. ~~smartphone~~Our ~~accessories~~consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States of America. The results indicated below are not necessarily indicative of our future performance.

~~MVNO~~Certain ~~(Mobile~~operating expenses ~~Virtual~~in ~~Network~~these ~~Operator)~~financial ~~wireless~~statements ~~services~~have been reclassified to conform to the presentation in the current condensed consolidated financial statements. These reclassifications had no impact upon the previously reported net losses.

AYou ~~mobile~~should ~~virtual~~read this ~~network~~information ~~operator~~together ~~(MVNO)~~with ~~is a wireless communications services provider that does not own~~ the ~~wireless~~sections ~~network~~entitled ~~infrastructure~~“Capitalization”, ~~over~~“Management’s ~~which~~Discussion itand ~~provides~~Analysis of ~~services~~Financial toCondition and ~~its~~Results ~~end~~of ~~customers.~~Operations”, “Selected AnConsolidated ~~MVNO~~Financial ~~enters into a business agreement with a mobile network operator (MNO) to obtain bulk access to network services at wholesale rates. It then sets its own retail prices independently~~Data”, and our ~~may~~consolidated ~~also~~financial ~~offer~~statements ~~other~~and ~~value~~related ~~added~~notes ~~services~~included ~~service~~elsewhere ~~to better address specific customers needs~~ in ~~the~~this ~~segment they address~~prospectus.

An MVNO incurs no significant capital expenditure on spectrum and infrastructure and does not have the time-consuming task of building out extensive radio infrastructure. In some cases mobile network operators operate their own ‘sub-brand’ business unit to complement their retail model such as Sprint operating both Virgin Mobile and Boost Mobile alongside its core services in the United States.

	Years Ended December 31,						Three Months Ended March 31,
	2017			2016			2018			2017
Statements of Operations Data							(unaudited)			(unaudited)
Total revenues	$	4,110,000		$	2,038,171		$	2,463,500		$	500,000
Total cost of revenues		1,845,000			1,516,180			1,906,500			-
Gross profit		2,265,000			521,991			557,000			500,000
Total operating expenses		3,436,861			1,378,116			1,061,147			597,622
Loss from operations		(1,171,861	)		(856,125	)		(504,147	)		(97,622	)
Total other income		41,114			67,921			-			13,554
Net loss	$	(1,130,747	)	$	(788,204	)	$	(504,147	)	$	(84,068	)
Net loss per share: basic and diluted	$	(0.04	)	$	(0.03	)	$	(0.01	)	$	(0.00	)
Weighted-average number of common shares outstanding: basic and diluted		30,644,436			28,581,000			36,722,244			28,662,994

The GSM Association (GSMA) has identified eight separate categories of MVNOs, namely discount, telecom, media/entertainment, migrant, retail, business, roaming and M2M. The GSMA reported that as of June 2014 there were 943 active MVNO's worldwide and 255 sub brands operated by MNO’s themselves. ‘Discount’ and ‘Telecom’ MVNOs are the most prominent types of operation, accounting for 46% of the global MVNO market, while 19% are owned by companies that come from adjacent industries (e.g. retailers, banks, TV or media organizations), leaving 34% of the market to specialized providers focused on segments such as business, migrant, M2M and roamers.

	December 31,				March 31,
	2017		2016		2018
Balance Sheet Data					(unaudited)
Total current assets	$	1,992,761	$	429,114	$	1,601,122
Total assets		2,021,049		1,305,939		1,627,511
Total current liabilities		1,783,623		350,000		1,894,232
Total liabilities		1,783,623		350,000		1,894,232
Total stockholders’ equity (deficit)		237,426		955,939		(266,721	)
Total liabilities and stockholders’ equity	$	2,021,049	$	1,305,939	$	1,627,511

Global MVNO split by region, 2014

Source: GSMA Intelligence

In a recent report from visiongain, a leading analyst firm,7 the MVNO market is set to grow strongly in the next five years, as an increasing number of regulators embrace the benefits of a more competitive telecoms market. This growth will be driven mainly by developing countries as the European and North American MVNO markets are reaching a plateau. New services such as mobile money and M2M will help driving this growth, but the most important factor is the changing regulatory environment supporting MVNOs. Visiongain expects critical markets to open their doors and create a more supportive regulation for MVNO’s, increasing competition and consumer welfare in the telecoms industry.

A March 2015 report by Grand View Research 8 suggests that the global MVNO market size was $35.92 Billion in 2013 and is expected to reach $73.20 Billion by 2020, a CAGR of 9.4% from 2014 to 2020. In the same report, Global MVNO subscribers are expected to exceed 300 million by 2020.

Products and Services

The Company currently offers Wearable Technology Products and ‘MVNO’ (Mobile Virtual Network Operator) wireless services to end customers.

Wearable Technology - LUMINA™ Glasses’

LUMINA™ smart glasses provide the wearer with a high quality, wire-free, infotainment experience delivering a high-resolution, wide screen, binocular display with built-in stereo sound. All of this is packed into a wearable device that is surprisingly light and comfortable to wear. LUMINA™ employs the latest and most powerful, commercially available technology in the market today. LUMINAMANAGEMENT’s™S DISCUSSION ~~see-through,~~AND ~~binocular~~ANALYSIS ~~display~~OF ~~offers~~FINANCIAL aCONDITION ~~screen~~AND ~~size~~RESULTS ~~from~~OF 51” to a massive 420” enabled by LUMINA’s™ Infinity View Technology. Its high-speed performance comes from MediaTek’s octa-core MTK 6595 CPU. It has a 13MP camera, gyroscopes, accelerometers, compass, GPS, 2 microphones full HD video recording and revolutionary new bone conduction speakers. OPERATIONS

~~LUMINA™~~The ~~also~~following ~~comes~~discussion ~~equipped~~and ~~with~~analysis of ~~its~~our ~~own~~Company’s ~~data~~financial ~~storage,~~condition ~~streamlined~~and ~~battery~~results ~~and~~of isoperations ~~also~~should ~~pre-installed~~be read in conjunction with ~~its~~our ~~Cloud~~audited ~~Based~~consolidated financial ~~Media~~statements and ~~Communication~~the ~~platform~~related ~~pre-configured~~notes toincluded ~~provide~~elsewhere ain ~~suite~~this ofProspectus; ~~communication~~and ~~services~~our ~~including~~consolidated ~~videoconference~~financial statements and the related notes for the quarters ended March 31, ~~webinar~~2018 and ~~telephony~~2017 ~~solutions~~also included elsewhere in this Prospectus. ~~Despite~~This ~~being~~discussion ~~loaded~~and analysis ~~with~~contains ~~all~~forward-looking statements that involve risks and uncertainties. Actual results and the timing of ~~this~~selected ~~cutting~~events could ~~edge~~differ ~~technology,~~materially ~~LUMINA™~~from ~~weighs~~those ~~only~~anticipated ~~135g~~in ~~(less~~these ~~than~~forward-looking 5statements ~~ounces).~~as ~~For~~a ~~more~~result ~~information~~of ~~see~~various ~~http://www~~factors.~~worldmediatech.com/lumina-glasses~~

~~MVNO – ‘SPACE Wireless’~~Overview

~~‘SPACE~~Headquartered ~~Wireless’~~in isMiami, anFlorida, ~~MVNO~~we ~~(Mobile~~are a ~~Virtual~~technology ~~Network~~company ~~Operator) initially operating~~ in the ~~United~~quantified-self ~~States~~wellness market segment. ~~SPACE~~Leveraging ~~Wireless~~our ~~offers~~Life ~~unlimited~~Sensing ~~voice~~Technology, ~~texting~~we design, produce and 4Gsell ~~LTE~~Helo, ~~data~~our ~~services~~branded towearable ~~subscribers nationwide~~devices, onthrough aour ~~prepaid~~exclusive ~~basis~~marketing ~~with~~and nodistribution ~~annual contracts. Instead users pay as they go~~partner, ~~month~~World toGlobal ~~month~~Network Pte. ~~Customers can also bring their own device or choose from devices supplied by SPACE~~Ltd. ~~SPACE~~and ~~intends~~its todistribution ~~bring~~network ~~its~~(which ~~wireless~~we ~~service~~refer to ~~other countries~~ as ~~it becomes practical and subject to regulatory, MNO support and partner availability~~WGN). ~~For more information see http://www.worldmediatech.com/space-wireless~~

~~The~~Our ~~Company~~business ~~distributes~~model ~~the~~is ~~LUMINA™~~to ~~glasses~~monetize ~~and~~our ~~SPACE~~Life Sensing ~~computer~~Technology ~~devices~~and ~~with~~leverage the ~~SPACE~~sales ~~Wireless service embedded~~ and ~~pre-enabled~~marketing ascapabilities ~~part~~ of aWGN ~~turnkey~~to ~~offering~~promote inour ~~order~~Helo towearable ~~differentiate~~devices ~~from~~to ~~other~~the quantified-self ~~providers~~wellness market. ~~The~~Since ~~Company~~its ~~currently~~initial ~~offers~~launch in the ~~SPACE~~fourth ~~wireless~~quarter ~~services~~of ~~only~~2016, Helo is being worn by end-users in ~~the~~North ~~United~~America, ~~States~~Asia and Europe. ~~LUMINA™~~To-date, ~~glasses~~we ~~are~~have ~~marketed~~shipped and ~~sold~~been ~~around~~paid ~~the~~for ~~world~~over 570,000 Helo devices that have been sold by WGN.

~~Additionally~~During 2015 and 2016, ~~the~~we ~~Company~~derived ~~intends~~revenues from sale of smartphones, services and airtime to ~~offer~~end-users ~~customers~~via ~~the~~our ~~opportunity~~distribution partners, with revenues being generated upon delivery of products and services to ~~become~~the distribution partners. The smartphones were manufactured by a ~~subscriber~~third-party supplier in China, and they were shipped directly to the Company’s ~~proposed~~distribution ~~unified~~partners ~~cloud~~for ~~based~~onward ~~communications~~delivery ~~platform,~~to ~~‘SPACE~~end-users; ~~Works’~~mobile ~~that~~telecom isservices (“airtime”) ~~currently~~was ~~under~~delivered ~~development~~to consumers via exclusive sales agreements with regional third-party distributors.

~~Growth~~We ~~Strategy~~changed our business model in the fourth quarter of 2016 when we executed the Preferred Supplier Agreement (or PSA) with our wearable device supplier Quality Technology Industrial Co., Ltd. (“QTI”) in October 2016. In accordance with the PSA, we granted a non-exclusive, revocable license to QTI to use and integrate our Life Sensing Technology in the manufacture of Helo, the wearable device. Under the PSA, QTI agreed to pay us a non-refundable fee of $4.00 per Helo Classic and $5.00 per Helo LX shipped from its manufacturing facility. From the fourth quarter of 2016 through the third quarter of 2017, we earned license fees based on the number of Helo devices shipped by QTI. The initial term of the PSA is 12 months, commencing October 1, 2017, which automatically extends for additional 12 month terms unless 60 day prior written notice to terminate is provided by either party at the end of the current term. Either party may terminate the PSA at any time for failure to cure a material default after the breaching party has been given 30 days’ notice to cure such default.

~~The~~Effective ~~Company’s~~October ~~goal~~1, 2017, and as a result of our corporate reorganization, we have been selling our Helo devices directly to WGN at a selling price equivalent to cost plus an agreed upon markup. Our business is akin to ~~develop~~a ~~and~~traditional ~~commercialize~~wholesale model whereby WGN will place its ~~wearable~~order ~~technology~~directly with ~~products~~us on a ~~global~~prepaid basis, soand ~~that~~based iton ~~can~~such ~~establish~~orders, ~~and~~we ~~build~~will aninstruct ~~industry-leading~~QTI ~~position~~to asbuild aand ~~unique,~~ship ~~market~~the ~~leading,~~Helo ~~wearable~~devices ~~device~~in ~~solution~~accordance with ~~provider~~WGN’s instructions.

~~Initially~~Our business, working capital and cash flows from operations are dependent on the ~~MVNO~~extent ~~wireless~~and ~~service~~timing of Helo orders that WGN will beplace ~~sold~~with inus. ~~the~~Any ~~United~~slowdown ~~States~~in WGN’s sales and ~~thereafter~~marketing inactivities ~~numerous~~would ~~countries~~have asa ~~regulatory~~significant impact on our ability to fund our research and ~~MNO~~development ~~partner~~activities, and ~~agreements~~conduct ~~permit~~as a going concern.

Sales and Marketing

The Company is has completed exclusive distribution agreements with leading international direct sales companies to engage in marketing and selling the Company’s proprietary devices and services to technology savvy users, who subscribe to the offering. The Company plans to successfully leverage the uniqueness of SPACE Computer and Lumina Glasses that will be exclusively available through these global distribution channels.

~~SPACE~~Results ~~Wireless services are available as a monthly subscription service. SPACE Wireless offers different pricing plans depending on the levels~~ of ~~data required. SPACE Works, when launched, is expected to have different price plans depending on the levels of functionality require.~~Operations

~~Customers~~Year Ended December 31, 2017 Compared to Year Ended December 31, 2016

~~The~~CONSOLIDATED ~~Company,~~STATEMENTS ~~via~~OF exclusive distribution partners, targets technologically inclined subscribers and early adopters who seek a rich infotainment experience delivered via unique products. These customers will also become subscribers to the services. It is expected that initial customers will come from Florida, Texas and California, and thereafter sales will spread throughout the rest of North America and internationally.OPERATIONS

Manufacturing

	For the Year Ended December 31,
	2017			2016			Variance			%
Revenues:
Products	$	2,210,000		$	1,418,626		$	791,374			55.8
Services		-			219,545			(219,545	)		NM
License fees		1,900,000			400,000			1,500,000			375.0
Total revenues		4,110,000			2,038,171			2,071,829			101.7
Costs of revenues
Products		1,845,000			1,434,058			410,942			28.7
Services		-			82,122			(82,122	)		NM
Total cost of revenues		1,845,000			1,516,180			328,820			21.7
Gross profit		2,265,000			521,991			1,743,009			333.9
Gross margin		55.1	%		25.6	%
Operating expenses:
Management fees - related party		774,205			350,000			424,205			121.2
General and administrative		577,029			175,708			401,321			228.4
Research and development		2,085,627			852,408			1,233,219			144.7
Total operating expenses		3,436,861			1,378,116			2,058,745			149.4
Operating loss		(1,171,861	)		(856,125	)		315,736			36.9
Other income:
Interest income - related party		41,114			67,921			(26,807	)		-39.5
Net loss	$	(1,130,747	)	$	(788,204	)	$	342,543			43.5

WeRevenues. ~~have~~Our nototal ~~manufacturing~~revenues increased ~~capabilities~~by ~~and~~$2,071,829 door ~~not~~101.7% ~~intend~~from to$2,038,171 ~~develop~~for ~~any~~the ~~manufacturing~~year ~~capabilities.~~ended WeDecember ~~currently~~31, ~~depend~~2016 onto ~~third~~$4,110,000 ~~party equipment manufacturers~~ for ~~our~~the ~~LUMINA~~comparable ~~Glasses. Any interruption~~ period in ~~supply~~2017. ~~and~~The orincrease ~~consistency~~was ofdue ~~our~~mainly ~~products~~to ~~may~~higher ~~harm~~license ~~our~~fees ~~relationships~~ and ~~reputation~~higher ~~with~~revenues ~~customers,~~from ~~and~~product ~~have a materially adverse effect on our business~~sales, ~~results~~partially ofoffset ~~operations~~by ~~and~~a ~~financial~~decline in ~~condition.~~services revenues.

~~The~~· ~~Company~~Revenues ~~currently~~from ~~relies~~product onsales aincreased ~~third~~by ~~party~~$791,374 ~~manufacturer~~from in$1,418,626 ~~China~~for the year ended December 31, 2016 to $2,210,000 for the ~~production~~same ofperiod ~~our~~in ~~products~~2017. ~~Our~~ ~~products~~The ~~are~~increase ~~manufactured~~was ondue amainly ~~purchase-order~~to ~~basis~~the ~~with~~sale ~~production~~of ~~being~~Helo ~~initiated~~wearable ~~following~~devices ~~receipt~~that began in the fourth quarter of an2017 ~~initial~~as ~~payment~~a ~~from~~result ~~us.~~of Weour docorporate ~~not~~reorganization ~~currently~~on ~~have~~October ~~any~~1, ~~exclusive~~2017. ~~production~~In or2016, ~~distribution~~we ~~arrangements~~sold our own branded dual SIM smartphones.

We· doRevenues ~~not~~from ~~have~~services ~~any~~decreased ~~output~~from ~~or requirements contracts with our manufacturer. Our manufacturer provides us with finished products~~$219,545 ~~which we hold in inventory~~ for ~~distribution, sale and use. Certain Chinese factories and~~ the ~~products~~year ~~they~~ended ~~export~~December ~~have recently been the source of safety concerns and recalls~~31, ~~which~~2016 ~~is generally attributed~~ to ~~lax~~zero ~~regulatory,~~for ~~quality~~the ~~control~~same ~~and~~period ~~safety~~of ~~standards~~2017. ~~Should~~The ~~Chinese~~decrease ~~factories~~was ~~continue~~due tomainly ~~draw public criticism for exporting unsafe products, whether those products relate~~ to our ~~products~~decision orto ~~not~~temporarily wesuspend ~~may be adversely affected by~~ the ~~stigma~~airtime ~~associated~~business ~~with~~as ~~Chinese~~we ~~production,~~reorganized ~~which~~and ~~could~~realigned ~~have a material adverse effect on~~ our ~~business,~~product ~~results~~and ofservice ~~operations~~offerings ~~and~~in ~~financial condition~~2017.

~~Although~~· weRevenue ~~believe~~from ~~that~~license ~~several~~fees ~~alternative~~increased ~~sources~~by $1,500,000 from $400,000 for ~~our~~the ~~products~~year ~~are~~ended ~~available~~December 31, ~~any~~2016 ~~failure~~ to ~~obtain~~$1,900,000 for the ~~components~~same period in 2017. In accordance with the PSA executed in October 2016, ~~chemical~~we ~~constituents~~recognized ~~and~~license ~~manufacturing~~fees ~~services~~of ~~necessary~~$1,900,000 for the ~~production~~year ended December 31, 2017 based on shipment of 380,000 units of Helo LX by our ~~products~~supplier ~~would~~and ~~have~~$400,000 afor ~~material~~the ~~adverse~~year ~~effect~~ended December 31, 2016 based on ~~our~~shipment ~~business~~of 100,000 ~~results~~units of ~~operations~~Helo ~~and~~Classic ~~financial~~by ~~condition~~our supplier.

~~Competition~~Gross Profit & Gross Margin

We· ~~are~~Our ~~subject~~gross toprofit ~~significant~~increased ~~competition~~by ~~that~~$1,743,009 ~~could~~or ~~impact~~333.9% ~~our~~from ~~ability to gain market share~~$521,991 ~~win~~for ~~business and increase~~ the ~~price~~year ~~pressure~~ended onDecember ~~our~~31, ~~products. We~~2016 ~~face~~to ~~strong competition from a wide variety of firms~~$2, ~~including large~~265,000 ~~national~~for ~~and~~the ~~international~~same ~~technology~~period ~~and~~of ~~telecommunications companies~~2017. ~~Many~~ ofThe ~~our~~increase ~~competitors~~was ~~have~~attributed ~~considerably~~to ~~greater~~(1) ~~financial,~~higher ~~marketing~~gross ~~and~~profit ~~technological~~from ~~resources,~~the ~~which~~sale ~~may~~of ~~make~~Helo itwearable ~~difficult~~devices toin ~~win~~2017 ~~new~~as ~~customers~~compared ~~and~~to ~~compete successfully. Certain~~the ~~competitors~~sale ~~operate~~of ~~larger~~smartphones ~~facilities~~ and ~~have~~delivery ~~longer~~of ~~operating~~airtime ~~histories~~services ~~and presence~~ in ~~key~~2016; ~~markets,~~and ~~greater~~(2) ~~name~~the recognition, ~~larger~~of ~~customer~~license ~~bases~~fees ~~and~~on ~~significantly~~shipment ~~greater~~of ~~financial~~380,000 ~~sales~~units ~~and marketing, manufacturing,~~of ~~distribution,~~Helo ~~technical~~LX ~~and~~from ~~other~~Q1 ~~resources.~~to AsQ3 aof ~~result,~~2017 ~~these~~as ~~competitors~~compared ~~may be able~~ to ~~adapt~~100,000 ~~more~~units ~~quickly~~of toHelo ~~new~~Classic ~~or emerging technologies and changes~~ in ~~customer~~Q4 ~~requirements. They may also be able to devote greater resources to the promotion and sale~~ of ~~their products~~2016. ~~Moreover, we may not have sufficient resources to undertake the continuing research and development necessary to remain competitive.~~

We· ~~have~~Our ~~different~~gross ~~competition~~margin inwas ~~each of our target markets~~55. ~~The~~1% ~~primary competitors~~ for ~~our~~the ~~wearable~~year ~~technology~~ended ~~products~~December ~~are Google~~31, ~~Apple~~2017, ~~Samsung,~~as ~~Sony~~compared ~~among~~to ~~others~~25.6% ~~SPACE~~for ~~Wireless main competitors are~~ the ~~MNO~~same ~~operators~~period in ~~the~~2016. ~~United~~The ~~States~~improvement ~~such~~was asattributable ~~Verizon,~~mainly ~~Sprint,~~to ~~AT&T~~the ~~and~~change ~~T-Mobile,~~in ~~and~~our ~~over~~business 25model ~~other~~and ~~established~~revenue-mix ~~MVNO’s~~in ~~such~~2017 as ~~Virgin~~a ~~Mobile,~~result ~~Boost,~~of ~~Tracfone~~our ~~and~~corporate ~~Cricket~~reorganization.

~~Regulation~~Operating Expenses. Our total operating expenses increased by $2,058,745 or 149.4% from $1,378,116 for the year ended December 31, 2016 to $3,436,861 for the year ended December 31, 2017. The increase was due primarily due to (1) higher management services fees as we formalized of our professional services arrangement with a related party; (2) higher general and administrative expenses as we reorganized our business; and (3) higher research and development expenses in 2017.

~~The~~Management ~~telecommunications~~Fees ~~industry~~— isRelated ~~subject~~Party. Our tomanagement ~~significant~~fees ~~regulation~~from atrelated ~~the~~party ~~national,~~increased ~~state~~by $424,205 ~~local~~or ~~and international levels~~121. ~~These~~2% ~~regulations~~from ~~affect our business. Generally~~$350,000 infor the ~~United~~year ~~States,~~ended ~~some~~December of31, ~~our~~2016 ~~products~~to $774,205 ~~and~~for ~~services~~the ~~are~~year ~~subject~~ended toDecember ~~varying degrees of federal~~31, ~~state,~~2017. ~~and~~The ~~local~~increase ~~regulation,~~was ~~including~~due ~~regulation~~mainly byto the ~~Federal~~formalization ~~Communications~~of ~~Commission~~our ~~(FCC)~~professional ~~and~~services ~~various~~arrangement with ~~state~~World ~~public~~Global ~~utility~~Network ~~commissions~~Pte. ~~We may also be subject to similar regulation by foreign governments and their telecommunications/regulatory agencies~~Ltd. ~~While~~(“WGN”) ~~these~~in ~~regulatory~~2017 ~~agencies~~whereby ~~grant~~WGN usagreed ~~the~~to ~~authority~~deliver tomanagement ~~operate~~services ~~our~~covering ~~business~~product design, ~~they~~software ~~typically exercise minimal control over our services~~ and ~~pricing.~~product ~~However~~development, ~~they~~and doinformation ~~require~~technology ~~the~~at ~~filing~~ a ~~various~~fixed ~~reports,~~quarterly ~~compliance~~fee ~~with~~plus ~~public~~allocated ~~safety~~costs ~~and consumer protection standards, and the payment~~ of ~~certain regulatory fees and assessments~~$130,000.

WeGeneral ~~cannot~~and ~~assure~~Administrative ~~that the applicable U~~Expenses.S. Our general and ~~foreign~~administrative ~~regulatory~~expenses ~~agencies~~increased ~~will~~by ~~grant us the required authority to operate~~$401,321 ~~will allow us to maintain existing authority so we can continue to operate,~~ or ~~will~~228.4% ~~refrain~~ from ~~taking~~$175,708 ~~action~~for ~~against us if we are found to have provided services without obtaining~~ the ~~necessary~~year ~~authority.~~ended ~~Similarly,~~December ~~if our pricing~~31, ~~and/or~~2016 ~~terms~~to ~~or conditions of service~~$577,029 for ~~are not properly filed or updated with~~ the ~~applicable~~year ~~agencies,~~ended orDecember ~~if we are otherwise not fully compliant with the rules of the various regulatory agencies~~31, ~~regulators~~2017. orThe ~~other~~increase ~~third~~was ~~parties~~due ~~could~~mainly ~~challenge our actions and we could be subject~~ to ~~forfeiture of~~ our ~~authority~~corporate toreorganization ~~provide~~efforts ~~service,~~that orresulted ~~to penalties, fines, fees, or other costs. We have been delinquent~~ in ~~certain~~higher professional ~~filing~~ and ~~reporting~~consulting ~~obligations~~fees ~~in the past including, but not limited to, filings with the FCC~~ and ~~Universal Service Fund (USF) reports and payments. As of~~ the ~~date~~appointment of ~~this~~a ~~document~~new wechief ~~believe~~financial weofficer ~~are~~in ~~current with our filing and reporting obligations~~2017.

WeResearch ~~constantly~~and ~~monitor~~Development ~~the~~Expenses. Our ~~actions~~research ~~of the federal~~ and ~~various~~development ~~state~~expenses ~~regulatory~~increased ~~agencies~~by $1,233,219 ~~and~~or ~~doing~~144.7% ~~our~~from ~~best~~$852,408 tofor ~~see~~the ~~that~~year weended ~~are~~December in31, ~~compliance~~2016 to ~~with the applicable regulations~~$2,085,627 ~~including~~for ~~any~~the ~~new~~year ~~regulations~~ended ~~that~~December ~~may~~31, ~~be passed~~2017. ~~However,~~The ~~there~~increase ~~can~~was bedue nomainly ~~assurance~~to ~~that~~the weexecution ~~are fully aware~~ of ~~all~~the ~~applicable~~Exclusive ~~requirements~~License orAgreement with ~~that~~Giner, weInc.in ~~will~~April ~~always~~2017 bewhereby ~~fully compliant. Should~~ we ~~fail~~agreed ~~at any time~~ to befund ~~compliant~~Giner’s ~~with~~non-recurring ~~applicable~~engineering ~~federal~~costs orin ~~state~~the ~~regulations,~~amount orof to$1.6 ~~file~~million related ~~required reports~~ to ~~federal~~the orintegration ~~state~~of ~~regulatory~~its ~~agencies,~~miniaturized wetransdermal ~~could~~alcohol besensor ~~subject~~into toour ~~fines~~Helo ~~or other penalties~~products.

~~Patent~~Operating Loss. Our operating loss increased by $315,736 ~~Trademark~~or 36.9% from $856,125 ~~License~~for ~~and~~the ~~Franchise~~year ~~Restrictions~~ended ~~and~~December ~~Contractual~~31, ~~Obligations~~2016 to $1,171,861 for the year ended December 31, 2017. The increase was due mainly to higher operating expenses driven by higher research and ~~Concessions~~development expenses, partially offset by higher gross profit.

OnOther ~~October~~Income. 29Our interest income from a related party note decreased by $26,807 ~~2014~~or 39.5% from $67,921 asfor ~~part~~the ofyear ~~its~~ended ~~acquisition~~December of31, 2016 to $41,114 for the ~~SPACE~~year ~~technology~~ended ~~business~~December ~~and~~31, ~~certain~~2017. ~~related~~The ~~assets~~decrease ~~form~~was ~~PWCL,~~due mainly to the ~~Company~~forgiveness ~~acquired~~of the ~~‘SPACE’~~related ~~and~~party ~~LUMINA™~~note ~~Glasses’~~in ~~brands~~connection ~~previously~~with ~~developed~~the Exchange byAgreement ~~World~~that ~~Global~~was ~~Assets~~executed ~~Pte~~between ~~Ltd (WGA)~~us, aFabio ~~subsidiary~~Galdi ofand ~~PWCL,~~his inrelated ~~order~~entities toon ~~develop~~October ~~and~~1, ~~commercialize~~2017 ~~these~~as ~~products~~we ~~and~~reorganized ~~services~~our business.

~~Our~~Net ~~success and ability to compete effectively are dependent in part upon our proprietary technology~~Loss. We ~~rely~~As on a ~~combination~~result of ~~copyright~~the foregoing, ~~trademark~~our ~~and~~net ~~trade~~loss ~~secret~~increased ~~laws,~~by ~~as well as nondisclosure agreements and other contractual restrictions~~$342,543 ~~to establish and protect our proprietary rights. Employees are required to execute confidentiality and non-use agreements that transfer any rights they may have in copyrightable works~~ or ~~patentable technologies to us~~43.5% Infrom ~~addition~~$788,204 ~~prior~~for tothe ~~entering~~year ~~into~~ended ~~discussions~~December ~~with~~31, ~~potential business partners or customers regarding our business and technologies~~2016, weto ~~generally require that such parties enter into nondisclosure agreements with us. If these discussions result in~~ a ~~license~~net orloss ~~other~~of ~~business relationship~~$1, ~~we also generally require that the agreement setting forth the parties’ respective rights and obligations include provisions~~ 130,747 for the ~~protection~~year ofended ~~our~~December ~~intellectual property rights. The steps taken by us may not~~31, ~~however, be adequate to prevent the misappropriation of our proprietary rights or technology~~2017.

ToFor ~~date,~~the weQuarter doEnded ~~not~~March ~~have~~31, ~~any~~2018 ~~federally~~and ~~registered~~March ~~trademarks. However~~31, ~~we are currently in the process of applying for federal registration of some of our marks.~~2017

We do not currently have any patents or patent applications in process. Any future patent applications with respect to our technology may not be granted, and, if granted, patents may be challenged or invalidated. In addition, issued patents may not provide us with any competitive advantages and may be challenged by third parties. Our practice is to affix copyright notices on our product literature in order to assert copyright protection for these works.

	For the Quarter Ended March 31,
	2018			2017			Variance			%
Revenues
Products	$	2,463,500		$	-		$	2,463,500			NM
License fees		-			500,000			(500,000	)		-100	%
Total revenues		2,463,500			500,000			1,963,500			393	%
Costs of revenues
Products		1,906,500			-			1,906,500			NM
Total cost of revenues		1,906,500			-			1,906,500			NM
Gross profit		557,000			500,000			57,000			11	%
Gross margin		23	%		100	%
Operating expenses:
Management fees - related party		205,000			230,500			(25,500	)		-11	%
General and administrative		834,588			87,122			747,466			858	%
Research and development		21,559			280,000			(258,441	)		-92	%
Total operating expenses		1,061,147			597,622			463,525			78	%
Operating loss		(504,147	)		(97,622	)		(406,525	)		416	%
Other income
Interest income - related party		-			13,554			(13,554	)		-100	%
Net loss	$	(504,147	)	$	(84,068	)	$	(420,079	)		500	%

~~Despite~~Revenues. ~~our~~Our ~~efforts~~total torevenues increased ~~protect~~by ~~our proprietary rights~~$1,963,500 ~~unauthorized~~or ~~parties~~393% ~~may~~from ~~attempt~~$500,000 tofor ~~duplicate~~the ~~aspects~~quarter ofended ~~our~~March ~~products~~31, or2017 to ~~obtain~~$2,463,500 ~~and~~for ~~use~~the ~~information~~comparable ~~that~~period wein ~~regard~~2018. The asincrease ~~proprietary. Our~~was ~~steps~~due mainly to ~~protect~~the change in our ~~proprietary~~business ~~technology~~model ~~may~~as ~~not~~a beresult ~~adequate~~of toour ~~prevent~~corporate ~~misappropriation~~reorganization ofin ~~such~~October ~~technology,~~2017. ~~and~~During the ~~may~~first ~~not~~quarter ~~preclude~~of ~~competitors~~2017, ~~from~~we ~~independently~~earned ~~developing~~license ~~products~~fees ~~with~~based ~~functionality~~on orthe ~~features~~number ~~similar~~of toHelo devices shipped by our ~~products~~supplier. If weHowever, during ~~fail~~the tofirst ~~protect~~quarter ~~our~~of ~~proprietary technology~~2018, ~~our~~we ~~business,~~earned ~~financial~~product ~~condition~~revenues ~~and~~from ~~results~~the sale of ~~operations~~our ~~could~~Helo bedevices ~~harmed~~directly ~~significantly~~to our distributor.

~~The~~· ~~telecommunications~~Revenues ~~and~~from ~~technology~~product ~~markets~~sales ~~have~~increased ~~been characterized~~ by ~~substantial litigation regarding patent and other intellectual property rights. Litigation~~$2,463,500 ~~which~~from ~~could~~zero ~~result~~for inthe ~~substantial~~quarter ~~cost~~ended toMarch ~~and diversion of our efforts~~31, ~~may~~2017. beThe ~~necessary~~increase towas ~~enforce~~due ~~trademarks issued~~ to ~~us or to determine~~ the ~~enforceability,~~sale ~~scope and validity~~ of ~~the~~47,000 ~~proprietary~~units ~~rights~~ of ~~others.~~Helo ~~Adverse~~wearable ~~determinations~~devices induring ~~any~~the ~~litigation~~quarter orended ~~interference~~March ~~proceeding~~31, ~~could subject us to costs related to changing names and a loss of established brand recognition~~2018.

~~Research~~· ~~and~~Revenue ~~Development~~from ~~Activities~~license fees decreased by $500,000 from the quarter ended March 31, 2017 to zero for the same period in 2018. The decrease was due to the replacement of the license fee model by product sales effective October 1, 2017.

~~During~~Gross ~~the~~Profit. ~~period~~Our ~~from~~gross ~~inception~~profit increased ofby ~~the~~$57,000 ~~LUMINA™~~or ~~Glasses’~~11% ~~and~~from ~~SPACE~~$500,000 ~~Wireless~~for ~~business~~the inquarter ~~May~~ended ~~2014~~March ~~through to December~~ 31, ~~2014,~~2017 ato ~~total of~~ $~~522~~557,~~388~~000 ~~has~~for ~~been~~the ~~incurred~~same inperiod ~~research~~of ~~and development costs~~2018. OfThe ~~this balance, $454,672~~ increase was ~~incurred~~due ~~while~~mainly ~~the SPACE business was owned by WDAS prior~~ to ~~its~~our ~~transfer~~corporate toreorganization ~~the~~as ~~Company~~we onreplaced ~~October 29, 2014, while~~ the ~~Company~~license ~~incurred~~fee ~~$69,216~~model ~~after~~with itproduct ~~had acquired the business on October 29, 2014~~sales.

WeOperating ~~currently~~Expenses. ~~plan~~Our tototal operating ~~spend~~expenses anincreased ~~additional~~by $~~500~~463,~~000~~525 ~~approximately~~or on78% ~~research~~from ~~and~~$597,622 ~~development~~for ~~activities~~the inquarter ended March 31, 2017 to $1,061,147 for the ~~future~~quarter ended ~~related~~March 31, 2018. The increase was due mainly to ~~continued~~higher ~~development~~general and ~~testing~~administrative expenses of ~~current~~$747,466 — driven mainly by our reorganization efforts and ~~new~~our ~~wearable~~plan ~~technology~~to ~~products~~up-list the Company onto a national securities exchange, partially offset by a decrease in research and ~~related~~development ~~services~~(“R&D”) expenses of $258,441 due to timing of our product launches.

~~Compliance~~· Management Fees from Related Party. Our management fees from related party decreased by $25,500 or 11% from $230,500 for the quarter ended March 31, 2017 to $205,000 for the quarter ended March 31, 2018. The decrease was due mainly to the formalization of our professional services arrangement with ~~Environmental~~World ~~Laws~~Global Network Pte. Ltd. (“WGN”) whereby WGN agreed to deliver management services covering product design, software and product development, and information technology at a fixed quarterly fee plus allocated costs of $130,000.

We· ~~are~~General ~~not~~and ~~aware~~Administrative ofExpenses. ~~any~~Our ~~environmental~~general ~~laws~~and ~~that~~administrative ~~have~~expenses ~~been~~increased ~~enacted~~by $747,466 ~~nor~~or ~~are~~858% wefrom ~~aware~~$87,122 offor ~~any~~the ~~such~~quarter ~~laws~~ended ~~being~~March ~~contemplated~~31, 2017 to $834,588 for the ~~future~~quarter ended March 31, ~~that~~2018. ~~impact~~Higher ~~issues~~general ~~specific~~and administrative expenses during the first quarter of 2018 were driven mainly by our efforts to up-list the Company onto a national securities exchange and our ~~business~~corporate reorganization initiatives that resulted in higher legal, professional and consulting fees.

~~Employees~~· Research and Development Expenses. Our research and development expenses decreased by $258,441 or 92% from $280,000 for the quarter ended March 31, 2017 to $21,559 for the quarter ended March 31, 2018. Higher research and development expenses were incurred in the quarter ended March 31, 2017 as a result of our development of Helo LX+ that was launched in January 2018.

AsOperating ofLoss. ~~the~~Our ~~date~~operating loss ofincreased ~~this~~by ~~Registration Statement we have three employees~~$406,525 ~~the~~or ~~Company’s~~416% ~~officers,~~from ~~Fabio Galdi~~$97,622 ~~our~~for ~~President,~~the ~~Chief~~quarter ~~Executive~~ended ~~Officer~~March ~~and Corporate Secretary~~31, ~~Alfonso~~2017 ~~Galdi,~~to ~~our Chief Financial Officer and Treasurer~~$504,147 ~~and Alessandro Senatore, our Chief Operating Officer. Our officers and directors are responsible~~ for ~~planning, developing and operational duties, and will continue to do so throughout~~ the ~~early~~quarter ~~stages~~ended ofMarch ~~our growth~~31, 2018. ~~Currently~~ ~~the~~The ~~officers~~increase ~~devote~~was ~~approximately~~due ~~50%~~mainly ~~of their time~~ to ~~WRMT~~higher ~~activities.~~operating ~~The~~expenses ~~Company,~~related ~~in the near term, plans~~ to ~~hire~~our ~~key~~up-listing ~~personnel~~efforts ~~who will ensure that product development~~ and ~~commercialization~~corporate ~~plans~~reorganization ~~continue to be implemented~~initiatives.

Other Income. Our interest income from a related party note decreased by $13,554 or 100% from $13,554 for the quarter ended March 31, 2017 to zero for the quarter ended March 31, 2018. The decrease was due mainly to the forgiveness of the related party note in connection with the Exchange Agreement that was executed between us, Fabio Galdi and his related entities on October 1, 2017 as we reorganized our business.

Net Loss. As a result of the foregoing, our net loss increased by $420,079 or 500% from $84,068 for the quarter ended March 31, 2017, to a net loss of $504,147 for the quarter ended March 31, 2018.

Significant Accounting Policies

We prepare the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (or US GAAP). These accounting principles require us to make judgments, estimates and assumptions on the reported amounts of assets and liabilities at the end of each fiscal period, and the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these judgments and estimates based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information and assumptions that we believe to be reasonable.

~~MANAGEMENT'S~~There ~~DISCUSSION~~have ~~AND~~been ~~ANALYSIS~~no OFother ~~FINANCIAL~~material ~~CONDITION~~changes during ~~AND~~the ~~RESULTS~~years OFended ~~OPERATIONS~~December 31, 2017 and 2016, and for the quarters ended March 31, 2018 and 2017, in our significant accounting policies. The selection of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors that should be considered when reviewing our financial statements. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our consolidated financial statements.

~~The~~Adoption ~~following discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage~~ of, ~~the~~Recent ~~“safe~~Accounting harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or our behalf. We disclaim any obligation to update forward-looking statements.Pronouncement

~~Plan~~Effective January 1, 2018, we adopted the FASB Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes the revenue recognition requirements in FASB ASC 605, Revenue Recognition, and is based on the principle that revenue is recognized to depict the transfer of ~~Operations~~goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue, cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. The adoption of ASU 2014-09, using the modified retrospective approach, had no significant impact on the Company's results of operation, cash flows or financial position.

~~The~~Revenue Company’s business plan over the next 12 months is to commence sales activities following the launch LUMINA™ Glasses and SPACE Wireless. In addition, the Company will continue research and development activities related to SPACE Works that it also intends to launch in the period. Recognition

~~During~~We ~~this~~generate ~~period~~revenue from product sales to our exclusive distributor, WGN in accordance with the ~~Company~~Strategic ~~will~~Partner ~~undertake~~Master anSales ~~employee-hiring~~and ~~program. The~~Worldwide ~~Company~~Distribution ~~will~~Agreement ~~also~~(the ~~look~~“Master toSales ~~secure~~Agreement”) executed ~~product~~between ~~and~~the ~~service~~parties on October 1, 2017. All sales ~~internationally~~contracts with WGN are similarly structured in accordance with the Master Sales Agreement, ~~following~~and they create a performance obligation for the USCompany ~~launch~~to transfer the finished products to WGN.

IfProduct ~~the~~Sales: ~~conditions~~The Company designs and sells its own brand of wearable devices that are ~~appropriate,~~manufactured by a third-party supplier in China. These products are shipped directly to WGN for onward delivery to end-users. Title to the ~~Company~~products ~~may~~passes ~~raise~~to ~~additional~~WGN ~~funds~~on inshipment from the ~~markets~~supplier; and sales invoices are issued to ~~maximize~~WGN ~~mass~~at agreed wholesale prices. WGN is responsible for providing initial warranty support to end-~~market~~users ~~penetration~~and holds spare unit inventory to service any claims. WGN has the option to return faulty units once per quarter and the Company will issue credit for any returns. The Company recognizes revenues from product sales only upon shipment of ~~its~~products ~~existing~~when control of such products is obtained by WGN. The Company determined that WGN obtains control of the product upon shipment when the title of such product and ~~services,~~risk of loss transfers to the distributor. The Company accounts for shipping and handling costs as ~~well~~fulfillment costs and such amounts are classified as ~~undertaking~~part ~~new~~of ~~product~~cost ~~development,~~of ~~commercialization~~revenues ~~and~~in ~~rollout~~its condensed consolidated statements of operations.

~~Results~~License Revenue: In accordance with the Preferred Supplier Agreement (“PSA”) executed in October 2016 between the Company and its wearable device supplier in China, the Company granted a non-exclusive, revocable license to its supplier to use and integrate its Life Sensing Technology in the manufacture of ~~Operations~~the Company’s wearable device, Helo. Under the PSA (which was effective from Q4 2016 to Q3 2017), the supplier agreed to pay the Company a non-refundable fee of $4.00 per Helo Classic and $5.00 per Helo LX shipped from its manufacturing facility. The Company recognized the license revenue upon confirmation and receipt of the shipping information from the supplier.

~~This~~Basis ~~discussion presents management’s analysis~~ of our results of operations and financial condition as of and for each of the years in the two-year period ended December 31, 2014. The discussion should be read in conjunction with our financial statements and the notes related thereto which appear elsewhere in this report.Consolidation

~~Year~~The ~~End~~consolidated ~~Summary:~~financial statements for the years ended December 31, 2017 and 2016 and for the quarters ended March 31, 2018 and 2017 include the financials statements of World Technology Corp. and our wholly-owned subsidiary, Space Wireless Corp., which was dissolved on November 3, 2017. All intercompany accounts and transactions have been eliminated in consolidation

	Year Ended December 31		Percentage
	2014	2013	Increase/
			(Decrease)
Operating expenses	131,440	-	100%
Loss from continuing operations	(131,440)	-	100%
Other Expenses:
Loss from discontinued operations	42,160	29,825	41%
Total Other expenses	42,160	29,825	41%
Net Loss	(173,600)	(29,825)	482%

During the year ended December 31, 2014, we recorded a loss from discontinued operations of $42,160 as compared to a loss from discontinued operations of $29,825 for the year ended December 31, 2013. Loss from discontinued operations consists of the operating activities of Halton Universal Brands prior to the acquisition by PWCL and our subsequent departure from the brokerage, consulting and marketing in brand consulting and new product strategy consulting for emerging brands into the SPACE Computer business.

~~Results~~Use of ~~Operations~~Estimates and Assumptions

~~For~~The preparation of the ~~year~~consolidated ~~ended~~financial statements ~~December~~in ~~31,~~conformity ~~2014~~with ~~compared~~US GAAP requires management to make estimates and assumptions that affect the ~~year~~reported ~~ended~~amounts ~~December~~of assets 31and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates are adjusted to reflect actual experience when necessary. Significant accounting estimates reflected in our consolidated financial statements include revenue recognition, ~~2013~~cost of revenues, allowance for doubtful accounts, and deferred income taxes. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates.

~~Operating~~Liquidity ~~Costs~~ and ~~Expenses~~Capital Resources as of December 31, 2017 and 2016

~~Our~~Cash ~~operating~~Flows ~~expenses~~and asWorking ~~disclosed relate to our operating activities with respect to the SPACE Computer business from the date of its acquisition on October 29, 2014 to December 31, 2014.~~Capital

~~Sales~~We ~~and~~have ~~general~~financed ~~administrative~~our ~~expenses~~operations ~~comprise~~ primarily through ~~consulting~~cash ~~fees~~flows ~~incurred~~from inoperations ~~the~~and ~~product~~financing ~~literature~~activities ~~and~~as ~~pre-launch~~well ~~expenses~~as ~~for~~proceeds ~~the~~from ~~LUMINA™~~related ~~Glasses~~parties. ~~and~~As ~~SPACE~~of ~~Wireless~~December ~~MVNO~~31, ~~services~~2017, we ~~management~~had ~~fees~~$881,239 ~~regulatory~~in ~~expenses,~~cash ~~depreciation,~~that ~~Internet~~consisted ~~services,~~of ~~travel,~~cash ~~entertainment,~~in ~~automotive~~banks ~~and~~located ~~office~~in ~~expenses~~the United States. The following table sets forth a summary of our cash flows for the periods indicated:

Research and development costs relate to the costs incurred in developing the LUMINA™ Glasses’ binocular media display glasses, wireless devices and the necessary platforms and wireless connectivity to provide its customers with an all encompassing, out-of-the-box, unique, fully-connected, rich, infotainment experience which are expensed under ASC 730.

	For year ended December 31,
	2017			2016
Net cash used in operating activities	$	(636,002	)	$	(243,528	)
Net cash provided by (used in) financing activities	$	1,488,127		$	(107,313	)
Net increase/(decrease) in cash	$	852,125		$	(350,841	)
Cash at the beginning of year	$	29,114		$	379,955
Cash at the end of year	$	881,239		$	29,114

WeOperating expect our operating expenses to change and increase in line with our transition to the SPACE business. As such, our previous results of operations will not be indicative of our future results of operations.Activities

~~Discontinued~~Net ~~Operations~~cash used in operating activities was $636,002 for the year ended December 31, 2017, as compared to net cash used in operating activities of $243,528 for the comparable period in 2016. The increase of $392,474 in our operating cash outflows was attributable mainly to efforts to rebuild our business and reorganize our capital structure.

~~During~~Financing the year ended December 31, 2014, we recorded a loss from discontinued operations of $42,160 as compared to a loss from discontinued operations of $29,825 for the year ended December 31, 2013. Loss from discontinued operations consists of the operating activities of the brokerage, former consulting and marketing in brand consulting of Halton Universal Brands prior to the adoption of our new business plan in developing the SPACE Computer wearable computers, binocular media display glasses, wireless devices and the necessary platforms and wireless connectivity to provide its customers with an all-encompassing, out-of-the-box, unique, fully-connected, rich, infotainment experience.Activities

Net ~~Loss~~cash provided by financing activities was $1,488,127 for the year ended December 31, 2017, and it was due mainly to the issuance of common stock during the year. Net cash used in financing activities was $107,313 for the year ended December 31, 2016, and it was due mainly to the net cash outflow to a related party.

We incurred a net loss of $173,600 in the year ended December 31, 2014 compared to $29,825 in the twelve months ended December 2013 due to the factors discussed above.

Liquidity and Capital Resources

Working Capital

	Year Ended December 31		Percentage
	2014	2013	Increase/
			(Decrease)
Current Assets	340,280	4,718	7,112%
Current Liabilities	926,338	27,552	3,262%
Working Capital (Deficit)	(586,058)	(22,834)	2,466%

The following table sets forth a summary of our working capital:

	December 31, 2017		December 31, 2016		Variance

Total Current Assets	$	1,992,761	$	429,114	$	1,563,647
Total Current Liabilities	$	1,783,623	$	350,000	$	1,433,623
Working Capital	$	209,138	$	79,114	$	130,024
Current Ratio		1.12		1.23

Total working capital amounted to $209,138 at December 31, 2017, as compared to $79,114 at December 31, 2016. Our current ratio decreased from 1.23 at December 31, 2016 to 1.12 at December 31, 2017. Our current financial conditions raise substantial doubt about our ability to continue as a going concern.

~~Cash~~Liquidity ~~Flows~~and Capital Resources as of March 31, 2018 and 2017

~~The~~Cash ~~table~~Flows ~~below,~~and ~~for~~Working ~~the periods indicated, provides selected cash flow information:~~Capital

	For the year ended December 31, 2014
Cash Flows (Used In) in continuing operations	(369,390)
Cash Flows (Used In) in discontinued operations	(49,500)
Cash Flows (Used In) Investing Activities	-
Net cash provided by financing activities - continuing operations	367,490
Net cash provided by financing activities - discontinued operations	48,248
Net (Decrease) In Cash During Year	$ (3,152)

We have financed our operations primarily through cash flows from operations and financing activities as well as proceeds from related parties. As of March 31, 2018, we had $663,055 in cash that consisted of cash in banks located in the United States. The following table sets forth a summary of our cash flows for the periods indicated:

Cash Flows from continuing operations

	For the Quarter Ended March 31,
	2018 (unaudited)			2017 (unaudited)
Net cash used in operating activities	$	(438,184	)	$	(496,568	)
Net cash provided by financing activities	$	220,000		$	1,020,687
Net (decrease)/increase in cash	$	(218,184	)	$	524,119
Cash in the beginning of period	$	881,239		$	29,114
Cash at the end of period	$	663,055		$	553,233

~~The~~Operating major uses of our operating cash from continuing operations include the paying of deposits to our suppliers, research and development costs and general operating expenses (marketing, legal and regulatory, professional expenses and office rent).Activities

~~Our~~Net ~~net~~ cash used in ~~continuing~~operating ~~operations~~activities of was $~~369~~438,~~390~~184 for the ~~year~~quarter ended ~~December~~March 31, ~~2014~~2018, ~~was~~as ~~primarily~~compared ~~the~~to ~~result of our~~ net ~~loss~~cash ~~plus~~used ~~changes~~ in ~~our~~ operating ~~assets~~activities ~~and~~of ~~liabilities.~~$496,568 ~~These~~for ~~changes~~the ~~include~~comparable period ~~an increase~~ in ~~deposits~~2017. ~~with~~The ~~suppliers~~slight decrease of $~~237~~58,~~000,~~384 in ~~increase~~our inoperating ~~accounts~~cash ~~payable~~outflows ~~and~~was ~~accrued~~attributable ~~liabilities~~mainly ofto ~~$950~~efforts to rebuild our business.

~~Cash~~Financing ~~Flows from discontinued operations~~Activities

~~The~~Net ~~major~~cash ~~uses~~provided ofby ~~our~~financing ~~operating~~activities was ~~cash~~$220,000 ~~from~~for ~~discontinued~~the ~~operations~~quarter ~~are~~ended ~~general~~March ~~operating~~31, 2018, and it was due mainly to expenses ~~(marketing~~paid by related parties. Net cash provided by financing activities was $1,020,687 ~~legal~~for the quarter ended March 31, 2017 and ~~regulatory~~it was due primarily of $655,932 ~~professional~~of cash from sale of common stock and $463,309 of expenses paid by related parties; partially offset by payment of $100,000 ~~travel~~to ~~and~~a ~~office~~major ~~rent)~~shareholder for past management fees.

~~Our~~Working net cash used in discontinued operations of $49,500 for the year ended December 31, 2014 was primarily the result of our net loss plus changes in our operating assets and liabilities. These changes predominantly include a decrease in accounts payable of $7,200.Capital

WeThe ~~expect~~following ~~that~~table ~~cash~~sets ~~provided~~forth ~~by continuing operations may fluctuate in future periods as~~ a ~~result~~ summary of ~~a number of factors including fluctuations in~~ our ~~net~~working ~~revenues and operating results, utilization of new revenue streams, collection of any future accounts receivable, and timing of billings and payments.~~capital:

Cash Flows from Investing Activities

	March 31, 2018 (unaudited)			December 31, 2017		Variance
Total Current Assets	$	1,601,122		$	1,992,761	$	(391,639	)
Total Current Liabilities	$	1,894,232		$	1,783,623	$	110,609
Working Capital (Deficit)	$	(293,110	)	$	209,138	$	(502,248	)
Current Ratio		0.85			1.12

WeTotal ~~did~~working ~~not~~capital ~~use~~deficit ~~any~~amounted ~~cash~~to $293,110 ~~for~~at ~~investing~~March ~~activities~~31, ~~for~~2018, ~~operations~~as ~~nor~~compared ~~for~~to ~~discontinued~~a ~~operations~~working ~~during~~capital ~~the~~of ~~years~~$209,138 ~~ended~~at December 31, ~~2014~~2017. ~~and~~Our ~~2013~~current ratio decreased from 1.12 at December 31, 2017 to 0.85 at March 31, 2018. Our current financial conditions raise substantial doubt about our ability to continue as a going concern.

~~Net~~We believe that, with the recent corporate reorganization, we could improve our cash ~~provided~~flow byfrom ~~financing~~operations and enhance our ability to meet our anticipated cash needs, including cash needs for working capital and capital expenditures in 2018. However, our business, working capital and cash flows from operations are dependent on the extent and timing of Helo orders that WGN will place with us. Any slowdown in WGN’s sales and marketing activities -would ~~continuing~~have a significant impact on our ability to fund our research and development activities, and conduct as a going concern. If WGN does not place any Helo orders with us, we may only be able to conduct our planned operations for a period of three to six months using currently available capital resources. We may also require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our existing cash is insufficient to meet our requirements, we may seek to sell additional equity securities or borrow from banks. However, financing may not be available in the amounts we need or on terms acceptable to us, if at all. Assuming successful completion of this offering, we believe that we will have sufficient cash to fund our operations for the next two years.

~~During~~We ~~the~~are ~~year~~developing ~~ended~~new ~~December~~products ~~31,~~and ~~2014~~will seek weadditional ~~received~~funds ~~$367,490~~to ~~from~~finance our ~~new~~immediate ~~parent~~and ~~Company,~~long-term ~~PWCL~~operations and business plan through debt and/or equity financing. The successful outcome of future financing activities cannot be determined at this time and there is no assurance that if achieved, the Company will have sufficient funds to ~~finance~~execute ~~our~~its ~~operating~~intended ~~losses~~business inplan. Ultimately, our ~~new~~ability ~~SPACE~~to ~~technology~~continue ~~business~~as ~~and~~a ~~the~~going ~~payment~~concern is dependent upon our ability to attract new sources of ~~$237~~capital,~~000~~ in ~~deposits~~order to ~~suppliers.~~attain a reasonable threshold of operating efficiency and achieve sustained profitable operations.

~~The~~Off-Balance ~~Company~~Sheet ~~subsequently~~Commitments ~~received~~and ~~the $2,000,000 proceeds during March 2015.~~Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholders’ equity or that are not reflected in our condensed consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serve as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

~~Net cash provided by financing activities - discontinued operations~~ BUSINESS

During the year ended December 31, 2014, the Company’s Registration Statement on the Form S-1/A filed with the Securities and Exchange Commission was declared effective. 3,215,000 shares of common stock were sold to 31 investors pursuant to this registration statement for $32,200 in cash. In addition related parties advanced $16,048 to the Company to meet its operating expenses.Overview

~~During~~We ~~the~~are ~~year~~a ~~ended~~technology ~~December~~company ~~31,~~that ~~2013~~provides wearable devices for use in the ~~Company~~quantified-self ~~sold~~wellness ~~2,000,000~~market. ~~shares~~Our wearable devices and related applications provide our end-users with self-knowledge through self-tracking. Our Life Sensing Technology uses state-of-the-art ~~common~~sensors, ~~stock~~signal atprocessing ~~par~~and proprietary algorithms to acollect ~~then~~and ~~Director~~process ofspecific data from end-users; and it is embedded into Helo, our branded wearable devices that are designed, produced and sold into the ~~Company~~wellness ~~for~~market $2through our exclusive marketing and distribution partner,~~000~~ inWorld ~~cash~~Global Network Pte. Ltd. and its distribution network, which we refer to herein as WGN.

~~Future~~WGN ~~Financings~~is a direct-to-consumer, multi-level marketing company with operations in countries including the U.S., Singapore, Ireland, Thailand, India, the Philippines, and Japan. WGN is 50% owned by each of Fabio Galdi, who serves as our Chairman of the Board and Chief Technology Officer, and his brother, Gabriele Galdi. World Global Holdings Pte. Ltd., our largest stockholder, which we refer to as WGH, is 50% owned by Gabriele Galdi, 28% owned by Alfonso Galdi, the brother of Fabio Galdi and Gabriele Galdi, and 22% owned by Alessandro Senatore, who serves as a director of our company. Currently, WGH, WGN and their affiliates collectively own approximately 75% of our outstanding common stock.

AsSince atthe ~~December~~initial ~~31,~~commercial ~~2014~~launch ~~there~~of ~~were~~the first noHelo ~~arrangements~~devices in ~~place~~the ~~for~~second ~~any~~half ~~future~~of ~~equity financing~~2016, ~~however,~~our ~~subsequently~~Helo devices are being worn by end-users in ~~March~~North ~~2015~~America, ~~the~~Asia and ~~Company~~Europe. ~~received~~To $3date,~~000~~ we have shipped and been paid for over 570,000 inunits ~~cash~~of ~~from~~Helo Mrdevices. ~~Fabio~~Helo ~~Galdi~~is more than just a wearable device that measures steps, heart rate and blood pressure - what we believe differentiates Helo from other available wearable devices in the wellness sector is our ~~CEO~~Life Sensing Technology that is embedded in ~~return~~every ~~for~~Helo. 12This technology encapsulates an increasing array of state-of –the-art sensors that capture a wide range of user biometric data,~~000~~ which is encrypted and uploaded to secure cloud storage where it is further processed,~~000~~ ~~shares~~segregated and made available to third parties, enabling the development of ~~our~~novel ~~common~~applications ~~stock~~(such as the non-invasive sugar trend monitoring and alcohol sensing applications that are currently under development) for Helo users.

~~Off~~Our strategic goal is to build a growing community of loyal Helo users in the wellness market who enjoy meaningful feedback from the user-~~Balance~~friendly ~~Sheet~~applications ~~Arrangements~~on their Helo and in return agree to share their data. Given the launch of our existing products and our strong sales and marketing relationship with WGN, we believe that we are well positioned to address specific market segments within the wellness market. We expect to enter the sugar trend wellness monitoring market in the latter part of 2018, following the launch of Helo Extense, a wirelessly connected device that will enable users of Helo LX and Helo LX+, an enhanced version of Helo LX with additional sensors that was launched in January 2018, to non-invasively monitor their sugar trends on demand. In 2019, we expect to launch a Helo device with all of the current Helo capabilities plus a continuous alcohol sensing capability by developing a miniaturized alcohol sensor in partnership with 1A SmartStart, LLC.

WeOur have no 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 are material to stockholders. Technology

~~PROPERTY~~Life Sensing Technology is a proprietary technology that has been developed by our in-house team, leveraging our experience working together, building and successfully selling mobile devices and telecom services worldwide. Our Life Sensing Technology uses state-of-the-art sensors that are selected or customized to our specifications, and optimally configured for Helo devices. These sensors continuously collect specific user biometric data that is encrypted and securely uploaded to our cloud based storage platform where the data is processed using algorithms and artificial intelligence to further refine the data. This ongoing data upload populates an ever-expanding bio-parameter database that we believe will have the potential to develop into a diverse and rich database that will be highly desirable for wellness and health-related data mining, and third party software application (or App) development. Currently, controlled access to our user-anonymized version of this data is available via our Open Application Programming Interface (or OpenAPI) which delivers selected data to authorized third parties, enabling Helo Apps to query our database in real-time and providing data for research, product evaluation and other purposes. We are responsible for the data we provide and the third parties who access our data are responsible for interpreting our data. Helo Apps developers are entirely responsible for any information that they, as subject matter experts, present to Helo users who download their App.

Our business office is located at 600 Brickell Ave., Suite 1775, Miami, Florida 33131. We believe that this space will be sufficient for our initial needs, although as funding and significant revenues become available, and the Company’s operations grow, we anticipate finding other office space as needed.

LEGAL PROCEEDINGS

The Company is not involved in any legal proceedings which management believes will have a material effect upon the financial condition of the Company, nor are any such material legal proceedings anticipated.

We are not aware of any contemplated legal or regulatory proceeding by a governmental authority in which we may be involved.

MANAGEMENT

The following table sets forth information concerning our executive officers and directors and their ages at December 31, 2014:

Name	Age	Position
Fabio Galdi	42	President, Chief Executive Officer, Secretary, Director
Alfonso Galdi	43	Chief Financial Officer, Director
Alessandro Senatore	37	Chief Operating Officer, Director

~~Biographical~~We ~~Information~~believe that our data collection, user-approval and authorization to use this data is greatly enhanced by our close customer relationships developed by WGN, which enables us to secure permission to collect data on demand and to store, own and optimally analyze this data for ~~Fabio~~in-house ~~Galdi~~and third-party development. We believe that our access to the user through WGN’s exclusive direct sales model creates a protected market for our current product offerings and secures a ready market for our future product offerings currently in development.

~~Mr.~~Our ~~Fabio~~Helo ~~Galdi~~devices ~~was~~continuously ~~formally~~gather data ~~appointed~~from asour ~~President,~~users ~~Chief~~and ~~Executive~~upload ~~Officer,~~this ~~Secretary~~data ~~and~~to ~~Chairman~~populate ofa ~~the~~proprietary ~~Board~~database ofbuilt ~~Directors~~to ofenable ~~World~~our ~~Media~~corporate &partners ~~Technology~~to ~~Corp.~~create onnew applications ~~October~~for 29our users, ~~2014.~~determine ~~Mr.~~new ~~Galdi~~insights ~~also~~and ~~currently~~identify ~~serves~~new astrends ~~Chairman~~generated offrom ~~the~~our ~~Board~~user ofdata. ~~Directors~~Our ofdatabase ~~Power~~contains extensive ~~Clouds~~multi-ethnic, ~~Inc.,~~biometric and ~~previously~~vital ~~served~~signs asdata ~~Chairman,~~that ~~Chief~~is ~~Executive~~restructured ~~Officer~~so ~~and~~that ~~Secretary~~user ofdata ~~Power~~is ~~Clouds, Inc~~anonymized. ~~from~~Our ~~March~~strategy 5,is ~~2014~~ to make ~~March~~such ~~31,~~data ~~2015. Mr.~~available ~~Galdi~~to isour ~~also~~corporate ~~the~~partners ~~President~~ and ~~CEO~~third-party ofApp ~~World Global Network Pte Ltd~~developers, generating a ~~multinational~~possible ~~company~~new ~~based~~revenue stream in addition ~~Singapore that conducts direct selling business related~~ to ~~new~~revenues ~~opportunity~~generated ~~technologies~~from ~~and~~sales ~~communications~~of ~~products. Mr.~~the ~~Galdi~~Helo ~~was~~Apps ~~appointed President~~ and ~~CEO~~Helo ~~of World Global Network Pte Ltd on November 10, 2010~~devices.

~~Mr.~~Our ~~Galdi~~Relationship ~~is a computer science and telecommunications expert. He graduated in 1992 from the Technical and Industrial College at ITIS G. Marconi, Italy~~ with ~~a degree in Computer Science.~~WGN

~~Mr.~~WGN ~~Galdi~~has ~~began~~been ~~his~~in ~~career~~business assince an2010 ~~Internet~~ and has ~~technology~~served ~~entrepreneur. On~~as ~~March~~our ~~18,~~distribution ~~1994,~~partner hesince ~~created~~2014. ~~and~~In ~~was~~early ~~named CTO of the People's Network~~2016, anWGN ~~Internet~~transitioned ~~start-up~~out inof ~~Europe~~its ~~that~~worldwide ~~became~~mobile ~~Italy’s~~business to ~~second~~enter ~~largest~~into ~~ISP~~the ~~and~~wearables ~~the~~market. ~~fifth~~Today, ~~largest~~our inHelo ~~Europe.~~line Heof ~~set~~products upis aWGN’s ~~franchising~~primary ~~organization~~offering. ~~with~~Sales ~~more~~of ~~than~~Helo 60through the ~~Point~~direct ofselling ~~Presences~~channel ~~(PoPs)~~lends ~~throughout~~itself ~~the~~to ~~territory~~a ~~and~~person heto ~~expanded~~person ~~his~~promotion ~~activity~~because ~~into~~although ~~the~~it UKis ina ~~1996.~~technology Inproduct, ~~November~~it ofprovides meaning ~~1997~~information hethat ~~successfully~~is ~~exited~~fundamentally ~~this~~personal ~~business.~~in nature.

~~Mr.~~WGN ~~Galdi~~is ~~subsequently~~a ~~founded~~multi-level ~~Mecotek~~marketing ~~International~~company onspecializing in ~~May 15~~sales, ~~1997,~~marketing anand ITdistribution ~~company~~of ~~based~~technology inproducts ~~Singapore~~worldwide online. AtAccording ~~Mecotek~~to ~~International~~WGN, heit ~~served~~had asover ~~President~~10,000 ~~and~~customers ~~Chairman~~in June of2017 ~~the~~who ~~Board~~were considered business builders and ~~was~~a ~~responsible~~total ~~for~~of ~~Product~~17,000 ~~Strategy~~customers in Canada and USA. In ~~2001~~January 2018, ~~Mecotek~~Business ~~formed~~for Home ~~two~~ranked ~~manufacturing~~WGN ~~plants~~as inone ~~China~~of ~~and~~the ~~one~~100 inSolid ~~Thailand~~Top inMLM ~~2002~~Companies. AtIn ~~this~~February ~~time~~2017, hetwo ~~led~~of ~~Mecotek to partner with Italy~~WGN’s ~~public~~business ~~administration~~builders towere ~~undertake~~ranked ~~one~~2nd and of4th ~~their~~out ~~biggest~~of ~~custom-made,~~the ~~personal~~top ~~computer~~10 ~~project,~~earners ~~valued~~according atto ~~more~~Business ~~than~~for ~~60 Million Euros~~Home.

InWGN ~~early~~is ~~2005~~50% owned by each of Fabio Galdi, who heserves ~~founded~~as ~~his~~our ~~first~~Chairman ~~Network~~of ~~Marketing~~the ~~company~~Board ~~specializing~~and inChief ~~Telecommunication~~Technology Officer, ~~Telme~~and ~~Communication~~his ~~Pte~~brother, Gabriele Galdi. World Global Holdings Pte. Ltd., ~~and~~our ~~created~~largest ~~one~~stockholder, ofwhich ~~the~~we ~~first~~refer ~~retail~~to as WGH, ~~fixed~~is ~~and~~50% ~~mobile-VoIP~~owned ~~platforms~~by Gabriele Galdi, ~~launching~~28% asowned ~~one~~by ofAlfonso Galdi, the ~~first~~brother of ~~consumer-based~~Fabio ~~VoIP~~Galdi ~~applications~~and inGabriele ~~Europe~~Galdi, ~~Russia~~ and ~~Latin~~22% ~~America.~~owned ~~Within~~by 3Alessandro ~~years~~Senatore, hewho ~~had~~serves ~~operations~~as ina ~~more~~director ~~than~~of 50our ~~countries~~company. Currently, ~~with~~WGH, WGN ~~more~~and ~~than~~their ~~250,000~~affiliates ~~subscribers~~collectively ~~and~~own approximately 75~~,000~~% ~~distributors,~~of ~~thanks~~our tooutstanding ~~the~~common ~~innovative~~stock. Consequently, ~~Multidimensional~~certain ~~Marketing~~conflicts of ~~business~~interest, ~~model~~which ~~that~~are ~~topped~~ more ~~than~~fully ~~$100~~discussed ~~million~~below, ~~dollars~~exist inbetween ~~revenue. Mr.~~our ~~Galdi~~company ~~resigned~~on ~~from~~the ~~this~~one ~~company~~hand and WGN on ~~December~~the ~~10,~~other ~~2009~~hand.

~~Biographical~~Based ~~Information~~on our Strategic Partner Master Sales and Worldwide Distribution Agreement with WGN that we entered into on October 1, 2017. WGN places Helo orders with us on a prepaid basis at an agreed-upon mark-up on our cost of manufacture. Once we receive orders from WGN, we authorize our supplier to fulfill these orders and notify WGN when their orders are ready for ~~Alfonso~~pickup ~~Galdi~~or shipment.

~~Mr.~~We ~~Alfonso~~have ~~Galdi~~also ~~was~~granted ~~appointed~~WGN asa ~~CFO~~non-exclusive license to use our brands (including the marks “Wor(l)d” and as“Helo”), ato ~~member~~promote sales of Helo devices to end-users in the ~~Board~~wellness ofmarket ~~Directors~~worldwide as well as sales of ~~World~~Helo ~~Media~~Apps &to ~~Technology~~its ~~Corp~~users. onUnder ~~October~~the terms ~~29,~~of ~~2014.~~the ~~Mr.~~Strategic ~~Alfonso~~Partner ~~Galdi~~Master ~~also~~Sales ~~serves~~and asWorldwide ~~Chief~~Distribution ~~Financial~~Agreement, ~~Officer~~in ~~and~~addition to our mark-up on Helo sales, we will receive a ~~member~~30% ofnet ~~the~~revenue ~~Board~~share ofon ~~Directors~~all ofHelo ~~Power~~App ~~Clouds,~~sales ~~Inc.~~by ~~since~~WGN ~~March~~on 5Google Play Store, ~~2014~~Apple’s App Store or directly downloaded from Helo App Store. Currently, ~~Alfonso~~there ~~Galdi~~are issome ~~also~~free ~~CFO~~Apps ofavailable ~~World~~for ~~Global~~download ~~Network~~by ~~PLC~~Helo users, aand ~~multinational~~we expect ~~public~~to ~~company~~generate ~~based~~revenues infrom ~~the~~user ~~UK.~~paid Helo Apps sales beginning in 2019.

AtThe initial term of the ~~early~~Strategic ~~stage~~Partner Master ofSales ~~his~~and ~~career~~Worldwide Distribution Agreement with WGN is five years. After the initial term, the ~~Alfonso~~Strategic Partner ~~founded~~Master ~~Microsys~~Sales ~~Informatica~~and inWorldwide ~~1994~~Distribution (aAgreement ~~retail~~shall ITrenew ~~distribution~~automatically ~~company),~~for ~~which~~an headditional ~~left~~two onyear ~~October~~term ~~22,~~and ~~1996. Mr.~~thereafter for ~~Alfonso~~additional ~~Galdi~~one ~~then~~year ~~went~~terms onunless ~~September~~either ~~10,~~we ~~2002~~or WGN provides written notice to ~~become~~the other party on or prior to 180 days before the ~~Managing~~expiration ~~Director~~of atthe ~~one~~initial term of ~~Italy’s~~any ~~top~~renewal ITterm ~~manufacturer~~of ~~and~~its ~~wholesaler~~intent ~~companies,~~to ~~Mecotek~~terminate ~~Italia~~the ~~Spa~~agreement ~~and~~at ~~subsequently~~the ~~contributed~~end toof ~~building~~the ~~and~~initial ~~managing~~term or ~~successful~~renewal ~~businesses~~term, byas ~~building~~applicable. Either ~~company~~party ~~revenues~~may toalso ~~over~~terminate ~~$100~~the ~~million. Alfonso~~Strategic ~~Galdi~~Partner ~~left~~Master ~~Mecotek~~Sales ~~Italia~~and ~~Spa~~Worldwide onDistribution Agreement ~~October~~for 27cause, ~~2004. Mr.~~for ~~Galdi~~non-payment ~~holds~~or anon-performance ~~Computer~~by ~~Science~~the ~~degree~~other ~~from~~party or in the ~~Technical~~event ~~and~~of ~~Industrial~~the ~~College~~insolvency atof ~~ITIS~~the ~~G.Marconi,~~other ~~Italy~~party.

We believe that our exclusive partnership with WGN allows us to reach prospective end-users worldwide, and promote the benefits of a growing range of targeted paid Apps. These Apps have been designed by third party subject matter experts to provide users with specific, relevant and timely information so they can make appropriate lifestyle choices based on the current status of their continuously measured bio-parameters. We believe that users will self-select their Apps to meet their information requirements. We believe that this attribute will help build viral sales, loyalty to, and belief in, the Helo devices and will facilitate user endorsements and recommendations. In addition, WGN’s turnkey online direct sales business model provides users with the ability to make sales referrals for our products.

As our exclusive marketing and distribution partner, WGN not only provides us with a fast-track go-to market strategy but also creates the potential for customer loyalty in a protected market that is incentivized by an individually rewarding commission-based referral program. According to WGN, the average commission earned by World Global Network Associates in the U.S. and Canada in 2017 was $410.60. Over 4,700 of these Associates earned over $1,000, over 600 Associates earned over $10,000 and over 80 Associates earned over $50,000.

~~Biographical~~The ~~Information~~Wearable ~~for~~Devices ~~Alessandro~~Market ~~Senatore~~

Mr. Senatore was appointed as Chief Operating Officer and as a director of World Media & Technology Corp. on October 29, 2014. Since March 5, 2014 Mr. Senatore also serves as the Chief Operating Officer and board member of Power Clouds, Inc. Currently, and as of 5 January 2011, Mr. Senatore is also the COO, a Board Member and coQuantified-~~founder~~Self atWellness ~~World Global Network PLC, a multinational public company based in the UK that conducts direct selling business related to new opportunity, technologies and communications products.~~Market

~~From~~Our 1current ~~March~~market ~~2001~~is tothe 28quantified-self wellness ~~February~~market ~~2004~~(i.e., Mrself-knowledge through self-tracking). ~~Senatore~~According ~~ran~~to ~~his~~The ~~first~~Global ~~business,~~Wellness ~~PubliRete~~Institute, anthe ITglobal ~~company~~wellness ~~developing~~industry is ~~web~~a ~~portals~~$3.7 ~~and~~trillion ~~communication~~market ~~solutions~~and ~~over~~growth ~~main~~is ~~media~~expected ~~networks. From~~to 4accelerate ~~March~~by ~~2004~~17% ~~until~~in 31the ~~December~~next ~~2005~~five heyears. ~~joined~~In ~~CRMPA~~addition, ~~(Research~~the ~~Center~~worldwide inwearables market ~~Pure~~is ~~Mathematic~~set ~~Applied),~~to anearly ~~university~~double ~~research~~by ~~center~~2021, ~~working~~according onto ~~mathematic~~International ~~models~~Data ~~applied~~Corporation, inwith ~~new~~the ~~Information~~wearable ~~Technology~~technology ~~concepts~~market ~~and~~expected to ~~also~~reach ~~working~~$51.6 onbillion ~~projects~~by ~~related to adaptive E-Learning~~2022.

InFrom ~~2006,~~a ~~his~~technology ~~interests~~perspective, ~~brought~~this ~~him~~market has ~~into~~been ~~the~~revolutionized ~~area~~by ofwearable ~~Business~~devices ~~Intelligence~~with atBluetooth ~~Sis-temi~~capabilities ~~Corporation,~~coupled ~~exactly~~with ~~from~~smartphones ~~January~~that ofconnect ~~2006~~to ~~until~~the ~~June~~cloud ofwhich have ~~2007,~~opened ~~where~~up hea ~~was~~vast ~~project~~array ~~manager.~~of ~~There,~~new heproducts ~~developed~~and ~~applications~~services. ~~for~~We ~~various~~believe ~~important~~that ~~corporations~~low power, ~~helping~~full ~~them~~Internet toof ~~follow~~Things ~~their~~(or ~~business~~IoT) byconnectivity will ~~controlling~~also ~~growth~~yield ~~and~~another ~~risk~~wave ~~factors. From July~~ of ~~2007 until December of 2010~~innovation, ~~Alessandro~~as ~~Senatore~~users ~~worked~~will inno ~~the~~longer ~~industry~~be oftied ~~network~~to ~~marketing~~their ~~and~~smartphones ~~telecommunication~~for inconnectivity ~~the role of CTO~~purposes. ~~Alessandro~~In addition, ~~Senatore~~the ~~holds~~decreasing acosts ~~degree~~of inchips ~~Computer Science from the Technical~~ and ~~Industrial~~other ~~College ITIS B.Focaccia (Salerno~~components, ~~Italy)~~combined ~~and~~with aminiaturization ~~PhD~~are inalso ~~Computer~~expected ~~Science~~to inexpand ~~2004 at~~ the ~~University~~ size of ~~Salerno~~this ~~(Italy)~~market.

~~EXECUTIVE~~Market ~~COMPENSATION~~education by Fitbit, Apple and others has encouraged wearable device acceptance. Today, the key drivers of this market include technology improvements and the “self-care is the new healthcare” attitude phenomenon. We believe that increasing health and fitness awareness, combined with the rising share of aging population, increasing incidences of chronic and lifestyle diseases and a focus on prevention rather than cure, will also increase the demand for quantified-self wellness products.

~~Executive~~However, ~~Compensation~~we also believe that the growth of the wellness market could be inhibited by factors that might have a negative impact on user perception, such as devices that generate data without giving insights into what that data signifies or devices that fail to correlate generated data with factors affecting digital health or devices that fail to provide actionable intelligence regarding a digital health outcome. It is our expectation that privacy and security concerns and evolving regulations in these areas will also have a material impact on the future of the quantified-self wellness market.

NoHealthcare/Digital ~~current~~Health officer or director has received any compensation from the Company. Until the Company acquires additional capital, it is not anticipated that any officer or director will receive compensation from the Company other than reimbursement for out-of-pocket expenses incurred on behalf of the Company.Market

~~The~~As ~~Company~~technology ~~has~~matures noand ~~stock~~as ~~option,~~wearables ~~retirement,~~and sensors ~~pension~~are further miniaturized, orwe ~~profit~~believe ~~sharing~~that ~~programs~~more novel applications for ~~the~~healthcare ~~benefit~~will be developed. We believe that we will witness integration of ~~directors,~~medical ~~officers~~sensors orinto ~~other~~consumer ~~employees,~~electronics ~~but~~that ~~our~~will ~~officers~~enable ~~and~~home-based ~~directors~~medical ~~may~~data ~~recommend~~gathering ~~adoption~~and ofsupport remote ~~one~~care orand ~~more~~preventive ~~such~~digital health programs, with potential opportunities in ~~the~~areas ~~future.~~such as:

WeHealth ~~have~~and noWellness ~~employment agreements with our officers, although we may enter into such agreements following our receipt of additional capital.~~Monitoring

~~The~~· ~~Company~~Sensors ~~does~~and ~~not~~wearables ~~have a standing compensation committee, audit committee, nomination committee, or committees performing similar functions. We anticipate~~ that wemonitor ~~will~~physiological ~~form~~data ~~such committees~~ of ~~the~~older ~~Board~~people ofand ~~Directors~~individuals ~~once~~with wechronic ~~have~~conditions acan ~~full~~facilitate ~~Board~~timely ofclinical ~~Directors~~interventions.

~~SECURITY~~· ~~OWNERSHIP~~Some OFconsumer-focused ~~CERTAIN~~health ~~BENEFICIAL~~and ~~OWNERS~~fitness ~~AND~~sensors ~~MANAGEMENT~~and wearables are widely used by enthusiastic individuals to gather quantified data about their health.

InSafety connection with the distribution, the 13,812,850 shares of the Company’s common stock held directly by Power Clouds, Inc., will be distributed pro rata to the shareholders of Power Clouds, Inc., who own PWCL common stock as of the record date. Monitoring

~~The~~· ~~following~~Many ~~table~~sensors ~~indicates~~and ~~beneficial~~wearables ~~ownership~~have ofbeen ~~WRMT’s~~developed ~~common~~to ~~stock~~detect falls, asepileptic ofseizures ~~April~~and ~~30,~~heart ~~2015~~attacks ~~by:~~in older people and susceptible individuals—and then send alarm signals to caregivers or emergency response teams.

Home Rehabilitation

Sensing technology is sometimes used in combination with interactive gaming and Virtual reality environments and augmented feedback systems to facilitate home-based rehabilitation for physiotherapy, patients with heart disease and ageing individuals.

~~• Each~~Treatment ~~person~~Efficacy ~~or entity known by WRMT to beneficially own more than 5% of the outstanding shares of WRMT’s common stock;~~Assessment

~~• Each~~· ~~executive~~We ~~officer~~believe that through the use of sensors and ~~director~~wearables, the efficacy of ~~WRMT;~~treatments and outcomes of clinical trials can be better assessed. Sensors can help to track physiological changes from chronic conditions, as well as the progress of treatments on a continuous basis.

~~• All~~· ~~executive~~Sensors ~~officers~~are also used to monitor, assess and ~~directors~~improve ofpatient ~~WRMT~~compliance aswith atheir ~~group~~treatment regimens.

~~• Beneficial~~Early ~~ownership~~Detection ~~is determined in accordance with the rules~~ of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Percentage of beneficial ownership is based on 28,581,000 shares of common stock outstanding as of April 30, 2015.Disorders

~~Unless~~· ~~other~~By ~~indicated~~combining physiological sensors with activity monitors and consumer-end electronic devices, ~~the~~we ~~address~~believe that this application of ~~each~~digital ~~beneficial~~health ~~owner~~can ~~listed~~be ~~below~~used isfor ~~c/o~~early ~~World~~detection ~~Media~~of &symptoms ~~Technology~~and ~~Corp.,~~adverse ~~600~~changes ~~Brickell~~in ~~Ave.,~~a ~~Suite~~patient’s ~~1775,~~health ~~Miami,~~status ~~Florida~~- ~~33131~~facilitating timely medical interventions.

Shareholder	Shares Prior To Distribution	%	Shares After Distribution	%
Power Clouds, Inc.1	15,095,000	52.8	1,282,150	4.5
Fabio Galdi1,2	12,000,000	42.0	22,048,157	77.1
Alfonso Galdi2	-	-	-	-
Alessandro Senatore2	-	-	-	-
All Other Shares	1,486,000	5.2	5,250,693	18.4
All Officers and Directors as a Group Total	12,000,000	42.0	22,048,157	77.1

Sugar Trend Monitoring Market

~~1Power~~The ~~Clouds~~importance isof ~~controlled~~blood byglucose ~~Mr.~~(also ~~Fabio~~known as ~~Galdi~~blood sugar) monitoring is that it currently serves as the ~~holder~~main oftool ~~more~~used ~~than~~to ~~50%~~check ofdiabetes ~~the~~control. ~~voting~~The ~~rights~~current ~~thereto~~mainstream blood ~~such~~glucose ~~that~~measurement process is to use a lancing device on the ~~combined~~side ~~voting~~of ~~power~~the fingertip to obtain a drop of ~~Mr.~~blood, ~~Fabio~~touch ~~Galdi~~the test instrip ~~WRMT~~to ~~includes~~the ~~himself~~drop of blood and ~~PWCL.~~wait Asfor athe result Mr. ~~Fabio~~Apart ~~Galdi~~from ~~currently~~being ~~controls~~painful ~~94.8%~~for ofthe diabetic, there are health risks due to the ~~voting~~invasive ~~rights~~nature of ~~WRMT~~the ~~and~~process ~~after~~as ~~distribution~~well heas ~~will~~measurement ~~control~~compliance ~~77.1%~~and ofrecording ~~WRMT~~issues.

~~2Fabio~~We ~~Galdi~~plan to provide a wearable device in the wellness sector that is non-invasive, ~~Alfonso~~blood ~~Galdi~~free, and ~~Alessandro~~is ~~Senatore~~capable ~~are~~of ~~officers~~providing ~~and~~on-demand ~~directors~~or continuous self-monitoring of the user’s ~~Company~~sugar trend (i.e., not specific blood sugar reading) and that does not require consumable components (such as test strips, lancets that prick the skin or patches that attach to the skin). If we are successful in developing this device, we believe these are critical features that will distinguish us from the other wearable devices that are currently available in the wellness market.

Based on data from the American Diabetes Association and the 2017 National Diabetes Statistics Report, diabetes is a pervasive healthcare problem in the United States, which creates a large market for our potential continuous sugar trend monitoring feature. For example:

30.3 million Americans, or 9.4% of the population, have diabetes, and $1 in every $5 health care dollars in the U.S. is spent caring for people with diabetes.

1.5 million Americans are diagnosed with diabetes every year.

In 2015, 84.1 million Americans age 18 and older had pre-diabetes.

In addition, according to the International Diabetes Federation, 415 million people worldwide (1 in 11 people) have diabetes, consuming 12% of global health expenditure (or approximately $673 billion) in 2015.

Although blood glucose monitoring is often associated with pre-diabetics or diabetics, we believe there is an even wider potential target market — those who do not have diabetes. This was highlighted in 2015, when the World Health Organization reaffirmed its previous recommendation that our intake of sugar — other than sugar that is naturally contained in fruits and vegetables – should not exceed ten percent of total energy intake, and that reducing our sugar consumption to less than five percent of total energy intake would bring additional health benefits. We believe that this and other research demonstrates that sugar trend monitoring can be an important opportunity in the wellness sector that we should pursue.

Opportunity in Non-Invasive Sugar Trend Monitoring

There has been a focus by a number of our competitors as well as early stage companies on developing a continuous monitoring, non-invasive, non-inserted, blood glucose monitoring device. Our goal is to deliver a continuous monitoring, blood and needle free, no consumables, non-invasive, wearable sugar trend monitoring device for users in the wellness sector in early 2019. In the second half of 2018, we plan to deliver a Helo device with all these properties except that it will monitor the user’s sugar trend on-demand rather than continuously.

Our Products

Our Helo wearable devices have been designed to satisfy the demand from customers in the quantified-self wellness market. We have built a platform where both our Helo users leverage our device to monitor their wellness and where our Helo devices serve as a gateway to an automated data collection capability that we believe opens up the opportunity for the development of a huge range of wellness Apps and data mining opportunities.

Since the fourth quarter of 2016, we have sold over 570,000 Helo devices through WGN to the quantified-self wellness sector worldwide. During this time, we have moved from supplying only a single sensor device for our Helo Classic and Helo LX models to providing multi-sensors for our Helo LX+ models that were made available during the first quarter of 2018.

We have worked to optimize our Life Sensing Technology and upgrade our Helo device from its Classic version to the current Helo LX, which we introduced in 2018 that offers more features to our users in the wellness market. We believe that our Helo LX and Helo LX+ (which was launched at the Consumer Electronics Show 2018 in Las Vegas in January 2018) are designed and are suitable for the worldwide quantified-self wellness market.

Helo LX has an accelerometer and a photoplethysmography (or PPG) green sensor that non-invasively detects volumetric changes in peripheral blood vessels in the wrist. This PPG sensor enables Helo LX Apps to measure Heart Rate, Breath Rate, Mood/Energy and Steps, and it is also future-proofed by being “Plugin” enabled, so Apps developed in the future will be backward compatible for use by Helo LX users (see discussion on Helo Apps below).

Helo LX+ (which was launched in January 2018) has everything the Helo LX has, plus additional sensors that allow it to gather more user data which will increase functionality delivered to the user, such as enabling EKG analysis to be performed.

Our Helo Extense, expected to be launched in the second half of 2018, will enable Helo LX and Helo LX+ users to non-invasively monitor their sugar trend on demand.

Helo LX Pro will be similar to the Helo LX+, but we intend to submit the Helo LX Pro to the FDA for its approval as a medical device in 2019. Once launched and following receipt of any required regulatory approvals, we believe that the Helo LX Pro Apps will be able to provide users with more detailed information than is currently provided by the Helo LX+ Apps.

We believe users who have Helo LX and who are involved in the WGN marketing business as consultants will seek to upgrade to Helo LX+ and newer Helo models, when released.

Under the right market conditions, our long-term plan is to extend our business into the healthcare sector if and when our Helo Pro wearable device is FDA approved, and assuming that we are able to secure a healthcare appropriate distribution platform for the device. There is no assurance that this plan can be achieved in 2019, if at all.

Our Mission and Growth Strategy

We seek to become a leading wellness wearable device and “big data” provider whereby our Helo users would benefit from the availability of new products and services (initially in the wellness sector and later in the healthcare market segment), developed from sharing their anonymized, aggregated, multi-ethnic, bio-parameter data in a structured way with authorized third parties.

We intend to grow our business by adopting the following strategies:

Increase unit sales to the wellness market by:

Rolling out new Helo models (Helo LX+ was launched in January 2018 during the Consumer Electronics Show 2018 and first delivery to end-users was in the first quarter of 2018) at different price points with functionalities (such as non-invasive sugar trend monitoring) that are tailored to different end-users in the wellness market segments;

Enhancing Helo’s functionality and features by continuing to fund Life Sensing Technology development and building new sensor technology partnerships, so we can introduce more sensors that could capture more data (such as the launch of a Helo device with an integrated alcohol sensor, targeted for launch in 2019) or partner with algorithm experts who help enhance the processing of the data that we already capture so that third parties can develop more creative Apps.

Supporting the development and sales of Helo Apps:

Facilitating the accelerated development of Helo Apps by third party developers through the addition of our own development team to streamline and continuously upgrade the OpenAPI so that the process is fully turnkey and self-service. In addition, we plan to regularly promote the leading apps on the Helo App Store, at events like the Consumer Electronics Show and via our distributor, WGN.

Entry into the healthcare market. If and when our Helo LX Pro is approved as a medical device by the FDA in the U.S. (and appropriate regulatory authorities in other jurisdictions) and we are able to secure a suitable distribution partner, we intend to launch a complementary product line that is specifically designed for the healthcare market, that would provide user-appropriate information to the user and physician-appropriate information to the physician.

Launch of HeloPay. We plan to launch an IoT device (such as Helo 2 that is scheduled for delivery in 2019) that will have near field communication technology (NFC), activating HeloPay on Helo HeloPay enabled devices where Contactless Visa or MasterCard works (rather than being restricted by local, in-country banking agreements) so we could offer instant worldwide coverage to all Helo 2 users.

Potential Revenue from Helo App Sales

Currently, we offer our Helo devices to consumers in the wellness sector through our exclusive marketing and distribution partner, WGN. We will seek to expand our revenue model in the second half of 2018 by monetizing our Life Sensing Technology through sales of Helo Apps that are being developed by third parties for Helo device users.

If and when we become a big data provider, we hope to establish a secure platform for subject matter experts and software developers to access our user anonymized database of biometric and vital signs data from our Helo device users. This data is accessed using an OpenAPI that provides access to Helo user data so these third-party developers can analyze this data and provide useful, valuable and personal user information. If this information is suitably packaged in an intuitive, attractive App providing insights and meaning to user data, we believe our Helo device users will be interested in purchasing that App. In addition, if WGN Helo users find it beneficial and useful, they are likely to refer it to others in their networks and communities.

Based on our planned revenue-share model, we believe that we will be entitled to 30% of the proceeds from Helo App net sales revenues, with the third party App developers and WGN sharing the remaining 70%. We anticipate that by early 2019, we will start to generate revenues from the sales of Helo Apps promoted by WGN.

Examples of some free Helo Apps are displayed on the screen shot of the Helo App Store below.

Our Competitive Strengths

We believe that our strength comes from our understanding of the wellness market, our ability to anticipate end-user’s needs, our ability to further develop, integrate and monetize our Life Sensing Technology, our OpenAPI platform that allows third party subject matter experts and App developers to create novel, useful and user-enticing Apps, our exclusive distribution model and the proprietary user database that we are able to build through the sale of Helo wearable devices by our exclusive distributor, WGN. We believe we have a scalable business platform that is conducive to potential growth in revenue and profitability, and we believe our business model will adapt well to changing market conditions.

Our target market is the intersection of wearable device manufacturers (e.g. Fitbit), medical and healthcare big data providers (e.g. IBM), wearable device designers (e.g. Apple) and professional multi-level marketers (e.g. NuSkin). We therefore believe we are positioned with the appropriate mix of in-house skills, capabilities, direct market access and focus to reach our targeted customers.

We also believe that the following competitive strengths enhance our position in the markets that we are currently competing in:

Proven Distribution Platform: Our exclusive marketing and distribution partner, WGN, a multi-level marketing company with a global footprint, is a recognized technology direct selling company.

Differentiated Business Model: Our business model is to design wearable devices that are intended to address the wellness needs of our various target customers at different price points by providing them with the specific functionalities they seek. By leveraging our ability to capture and aggregate biometric and vital sign data from our Helo device users and the third party developer’s ability to offer pertinent software applications that meet their needs, we believe we have a significant opportunity to differentiate ourselves from the current suppliers in the wellness market that is being served and validated by the likes of Fitbit. While we depend on WGN on revenue growth and increase in unit sales, we carry no inventory risk and our agreement with WGN currently provides a mark-up on our costs for products that they purchase from us.

Scalable Business Platform: We believe we have the structure for controlling our operating expenses and overhead as we seek to grow our business and establish (and thereafter improve) our operating profits. By keeping a relatively low headcount and optimizing the use of outsourced industry experts, subject matter experts, third party App developers, and working with preferred manufacturing partners, we have been able to attain our strategic and operational objectives without incurring significant overhead costs.

Research and Development

In April 2017, we entered into an exclusive license agreement with Giner Inc., a research and technology company based in Massachusetts, pursuant to which Giner agreed to incorporate its miniaturized transdermal alcohol sensor (or TAS) into our Helo device and give us an exclusive license to use, market, sell and distribute the integrated Helo product in the consumer market. In exchange, we agreed to fund Giner’s non-recurring engineering costs related to the integration of the TAS technology into our product. Giner has also agreed to build a mobile software application for us with certain advanced features using TAS and other Helo data. In May of 2018 Giner sold its assets related to its transdermal alcohol sensor business to 1A Smartstart LLC. In connection with such sale, our exclusive license agreement was assigned to 1A Smartstart, LLC. In connection with such assignment, we entered into an addendum to our exclusive license agreement which revised the minimum volume requirements and exclusivity terms of that agreement.

The term of exclusive license agreement continues until December 31, 2022 (the “Initial Term”), subject to perpetual automatic annual renewal as follows: If we meet the target volume in Year 5, as set forth in the agreement, or maintain exclusivity by paying the shortfall fee, then the agreement will automatically renew for an additional year, with a new volume target to be negotiated and mutually agreed upon by both parties in good faith. The agreement will continue to automatically renew for subsequent annual periods so long as we meet or exceed the volume target of the preceding year or pay the shortfall fee. The target volume of each successive year after Year 5 shall not exceed an increase of 15% of the preceding year’s target volume, and such increase amount shall apply if the parties are not otherwise able to mutually agree on an increase. Either party has a right to terminate the agreement if the other party fails to perform or comply fully with any material provision and such failure continues for 30 days thereafter.

Prior to October 1, 2017, except for the Giner agreement, all related research and development expenses, including costs incurred in the hardware and software development of Helo Classic, Helo LX and Helo LX+ were borne by WGN. In connection with our corporate reorganization on October 1, 2017, WGN assigned and transferred to us all of its rights, title and interest in and to certain technology, intellectual property and intellectual property rights.

We expect to spend approximately $1.2 million on research and development in fiscal 2018 and $2.0 million in 2019. We expect to fund our research and development from our working capital and proceeds from this offering.

Sales and Marketing

We believe that to obtain sales, we do not need a dedicated sales and marketing team as our current business model is to sell our Helo devices directly to WGN, who then sells the Helo devices to the end-users.

We believe WGN’s consultants and its peer-to-peer referral process is ideal for the sale of our Helo devices in the wellness market. Leveraging its online model (see example screen shot below), we believe WGN is capable of promoting our Helo devices worldwide efficiently and effectively as its consultants are motivated by the referral-based commission process to identify and reach out to people who they believe may be interested in our Helo wearable device and wish to make a purchase.

To create a sale, the WGN consultant provides the end-user with a consultant specific WGN online sales portal web address. This website brings the end-user to the WGN shopping cart (see below) where the customer can submit his/her order directly to WGN; and in the process, this order is tagged to the WGN consultant who made the introduction and that consultant gets paid a customer-referral commission by WGN.

All WGN customers automatically get their own WGN online sales portal where they can access all product information, training manuals and referral commissions so they can in-turn become a WGN consultant, repeat the process and get paid a commission for successfully making a customer referral.

According to WGN, in 2017 almost one out of every three Helo customers in the U.S. and Canada have made at least one successful customer referral in 2017 for which they earned a commission.

We believe that our exclusive sales and distribution agreement with WGN provides us with a unique route to market that delivers multiple benefits across all markets:

Strong Brand and Channel Management: We work closely with WGN senior management in the creation and delivery of a consistent brand message domestically and internationally.

Loyalty: Helo provides feedback to users of a personal nature, so WGN’s peer-to-peer business model provides a personal approach and an incentivized support system for the end-users should they require any level of support. We believe this approach builds loyalty within the WGN customer base and encourages repeat purchases.

Viral Growth: Given the numbers of users promoting the products online, the sales and marketing approach creates the potential for building brand awareness quickly and fostering viral sales growth because the whole process is automatic and fully scalable. Since WGN’s sales portal and customer creation process is automatic, end-user referrals can be done individually or in groups, using social media or traditional communication methods such as phone calls or even face-to-face meetings, and there are no geographical boundaries. Thus, customer referrals can be local, across the U.S. or international. In addition, there is no barrier to becoming a WGN consultant, and consultants are motivated by a commission-based referral model to drive unit sales. Also, in terms of fulfillment, once a customer places a Helo order, it is electronically communicated to a WGN logistic center where it is automatically fulfilled and dispatched for delivery by courier. WGN consultants are also incentivized to promote Helo Apps and in this case, when an end-user places an order, delivery is over the web providing instant delivery upon successful payment to WGN.

Speed to market: WGN online sales process and distribution model provides us with a receptive and ready market for new products that can be shipped to users as soon as they are manufactured.

While we rely on WGN to promote our Helo devices and the Helo Apps, we also undertake some selected events to build industry awareness of our company and the Helo brand and to seek out new potential market channel partners (that do not compete with WGN at any level) as well as technology partners, subject matter experts and big data customers. For example, in early January 2018, we launched the Helo LX+ in Las Vegas at the Consumer Electronics Show 2018, and previewed the non-invasive sugar trend monitoring technology as well as alcohol sensing technology.

Our Competition

The wellness market is both evolving and fiercely competitive, with a multitude of participants, including specialized consumer electronics companies such as Fitbit, Garmin, Jawbone and Misfit, traditional health and fitness companies such as Adidas and Under Armour, and traditional watch companies such as Fossil and Movado also participate in the market. In addition, many large, broad-based consumer electronics companies either compete in our market or adjacent markets or have announced plans to do so, including Apple, Google, LG, Microsoft and Samsung. For example, Apple sells the Apple Watch, which is a smartwatch with broad-based functionalities, including some health and fitness tracking capabilities, and has sold a significant volume of its Apple Watches since introduction.

In the wellness market, we also face competition from manufacturers of lower-cost devices, such as Xiaomi and its Mi Band devices. In addition, we compete with a wide range of stand-alone wellness and fitness related mobile apps that can be purchased or downloaded through mobile app stores.

We acknowledge that we are a small company that is relatively new to the wearable devices market, and we will continue to face significant competition from larger, more established companies. We believe we could be a niche player because of our exclusive distribution arrangement with WGN and our ability to leverage Life Sensing Technology (such as our non-invasive sugar trend monitoring technology) to bring alternative wellness solutions to our end-users.

Manufacturing

To appropriately manage our production risk, we periodically assess the experience, qualification and financial condition of our vendors and suppliers. Where feasible and appropriate, we will diversify our concentration risk by working with other qualified suppliers. Our Helo devices are currently manufactured under contract by Quality Technology Industrial Co., Ltd., a third-party based in Shenzhen, China, and sold wholesale by us to our exclusive distribution partner, WGN, who generates orders, sells and distributes our Helo devices to its end-users worldwide.

We supply QTI with our Helo design and Life Sensing Technology so it can manufacture the Helo devices under contract. QTI has been involved in the development of the Helo production process as well as the development and oversight of the quality control process.

As our long-term business partner, QTI assists us not only in the selection of suitable material suppliers but also offers flexibility to accommodate unanticipated changes in our production schedule. Generally, we will secure our Helo device orders with an initial 10% deposit to QTI and then pay the remaining balance when the order has been manufactured and ready to ship. In this relationship, we retain all design, branding and intellectual property of the manufactured Helo devices.

Intellectual Property Strategy

In order to protect our intellectual property, we partition our supplier activities by managing our third-party supplier relationships so that we only help them build their expertise in their chosen area of specialization and they only retain IP rights to their activities. We rely on different partners to deliver different components of our products and our various partnerships do not collaborate with one another with respect to our products. For example, we supply our Life Sensing Technology to QTI, the third party who manufactures the Helo devices. Although user data is captured via a Helo device, the user data doesn’t reside on the device and it is not accessible through the hardware platform. Similarly, our software developers do not have access to the components of our Life Sensing Technology or manufacturing expertise.

In May 2017, we filed a provisional patent application (U.S. Provisional Application No. 62/501,995 Title: Personal Healthcare Device) for an early Helo device design and aspects of how it collects biometric data. In May 2018, we filed a corresponding full utility application and confirmed that we wanted to file the PCT application to seek international patent protection for the underlying invention. It can take two years to receive the first action from USPTO. We are also in the process of applying for patents to cover the improvements to the device in the next iterations, and we are planning to pursue these applications in business relevant jurisdictions outside of the United States.

Similarly, we have filed trademark applications for Helo, Life Sensing Technology, Sugar Trend and HELO LIFE SENSING TECHNOLOGY both in the United States and jurisdictions outside the U.S. We also plan on filing additional applications in the near future to cover our various Helo marks, company name marks, logos, and slogans. It will take at least one year to complete the registration process, possibly longer.

Regulation

Presently, Helo devices are only sold in the quantified-self wellness market. Our Helo devices are intended for only general wellness use; they are non-invasive in nature and have no harmful lights. We believe Helo should be considered a General Wellness Product because it has an intended use that relates:

to maintaining or encouraging a general state of health or a healthy activity, or

the role of healthy lifestyle with helping to reduce the risk or impact of certain chronic diseases or conditions and where it is well understood and accepted that healthy lifestyle choices may play an important role in health outcomes for the disease or condition.

Where Helo Apps make a claim, it is intended that these Apps promote, track, and/or encourage choice(s), which, as part of a healthy lifestyle, may help reduce the risk of certain chronic diseases or conditions. We believe our Helo devices present a low risk to the safety of users and other persons and should be considered a low risk product from an FDA regulatory perspective.

We plan to apply for appropriate FDA approval for Helo LX Pro as a medical device in 2019 so that we can satisfy what we believe to be the emerging demand for a Helo device that is suitable for the healthcare market. The components and the capabilities of the Helo LX Pro are the same as the Helo LX +; however, the difference will be in how the information is communicated to the user. Apps designed by third party developers for the Helo LX+ device will provide trends, such as green, amber and red indications. The Helo LX+ device doesn’t make any reference to diseases or conditions, however, our intention is for the Helo LX Pro device to be able to provide specific measurements as determined by algorithms as well as greater data interpretation of data for the user in a manner that complies with any applicable FDA and other regulatory guidelines.

Although Helo data is encrypted, restructured and segmented to render individual wear data anonymous, we seek to be proactive in terms of protecting our user’s personal data so that we stay ahead of the increasing trend towards providing legal protection for personal data. Examples of such legislation is the Health Insurance Portability and Accountability Act (HIPAA) in the US and in the EU, the General Data Protection Regulation (GDPR).

See “Risk Factors-Risks Related to Regulations” for a description of certain U.S. and foreign laws and regulations to which our business is or may be subject.

Employees

As an emerging business, our top priority is to maintain a scalable business platform that is conducive to growth without compromising our ability to operate efficiently and effectively and comply with the applicable rules and regulations. Where feasible and appropriate, we will continue to leverage outsourced professionals to support our daily operations.

As of the date of this prospectus, we have one full time officer and have outsourced management service agreements covering the following six positions: Chief Executive Officer; Chief Technology Officer; SVP – Production; SVP – Software Development; SVP- Design; and IT Manager. We have also outsourced our software development function to a company based in India that supports our Helo App Store and OpenAPI development. None of the employees are represented by a labor union.

Properties

We are headquartered at 600 Brickell Avenue, Suite 1775, Miami, Florida 33131, where we lease an office. We sublease this office space from WGN on a month-to-month basis at a monthly rent of $5,000. We believe that this space sufficient for our current needs. We do not currently lease or own any other facilities.

Legal Proceedings

We are not involved in any legal proceedings which management believes will have a material effect upon the financial condition of our company, nor are any such material legal proceedings anticipated. We are not aware of any contemplated legal or regulatory proceeding by a governmental authority in which we may be involved.

Corporate History and 2017 Reorganization

We were incorporated in the State of Nevada on October 22, 2010, under the name Halton Universal Brands Inc.. Our initial business was acting as a brokerage, consulting and marketing firm specializing in brand consulting and new product strategy consulting for emerging brands.

Effective October 29, 2014:

Power Clouds Inc. (formerly known as World Assurance Group, Inc., and which we refer to as PWCL) acquired 7,095,000 shares of our common stock, representing 98% of the then issued and outstanding share capital of our company, for cash consideration of $378,000;

We discontinued our previously existing brokerage and brand consultancy business; and

We acquired a mobile phone business and related assets from PWCL for consideration of $557,898, funded by way of debt from PWCL

We refer to the foregoing transactions as the October 2014 Transactions.

We accounted for the October 2014 Transactions as a reverse merger of PWCL’s mobile phone business and related assets into our company. This reverse merger was accounted for as a reverse capitalization with PWCL’s mobile phone business, the legally acquired business, being treated as the acquirer of our company for accounting and financial reporting purposes.

In November 2014, our then board of directors and a majority stockholders authorized a name change of our company from Halton Universal Brands, Inc. to World Media & Technology Corp. The name change became effective on December 22, 2014.

On March 5, 2015, we incorporated a wholly-owned subsidiary, Space Wireless Corp. (or Space Wireless) in Florida. Space Wireless was established to operate as a mobile virtual network business in the United States but it was dissolved on November 3, 2017, due to the fact that Space Wireless no longer had any operations, debts or liabilities.

On March 25, 2015, we issued 12,000,000 shares of our common stock to Mr. Fabio Galdi, our then Chief Executive Officer and currently our Chairman of the Board and Chief Technology Officer, at $0.25 per share, for total proceeds of $3,000,000 in cash.

On March 30, 2015, we entered into a Common Stock Purchase Agreement with PayNovi Ltd., an Irish limited liability company (or the PayNovi) and Anch Holdings Ltd., an Irish limited liability company (or Anch). Pursuant to the terms of the SPA, we purchased 350 shares of PayNovi’s common stock, which represented 35% of PayNovi’s issued and outstanding shares as of the closing date, for a purchase price consisting of 1,361,000 shares of our common stock, which represented 5% of our then total issued and outstanding shares, and 3,937,005 shares of PWCL’s common stock, which represented 5% of PWCL’s then total issued and outstanding shares. PayNovi operated in the mobile and online payments market, and offered products such as a mobile wallet, prepaid calling cards and online payment programs, as a white label, to its partners. The 35% investment in PayNovi was made to gain a strategic position in the mobile payments space and offer mobile wallet capabilities as part our SPACE wireless offerings. On September 30, 2015, we took an impairment charge of $1,376,208 to reduce the carrying value of our PayNovi shares to zero based due to operating losses incurred by PayNovi and the limited activities of its business operations.

In October 2015, PWCL distributed 14,021,122 of the 15,095,000 shares of our common stock held by PWCL to its stockholders. PWCL stockholders received one share of our common stock for every six PWCL shares of common stock held as of the record date, which was October 1, 2015. In December 2015, the remaining 1,073,878 shares of our common stock held by PWCL were transferred to World Global Cash Pte. Ltd., a wholly-owned subsidiary of WGN.

On October 5, 2016, we filed a Form 15 to suspend our duty to file reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended. In order to enable our common stock to continue to trade on the OTC Pink Market after the filing of the Form 15, we have satisfied our obligations to make adequate current information publicly available within the meaning of Rule 144(c)(2) of the Securities Act of 1933, as amended, through the filing of Annual and Quarterly Reports and Supplemental Information with OTC Markets. Copies of these reports are publicly available on the OTC Disclosure and News Service.

On January 6, 2017, the Company issued 100 shares of Series A Super Voting Preferred Stock to Fabio Galdi in exchange for the cancellation of $250,000 of unpaid management service fees.

2017 Corporate Reorganization

On October 1, 2017, we, Fabio Galdi, WGN and WGN’s wholly owned subsidiary, World Global Assets Pte. Ltd., entered into a Stock Exchange, Debt Forgiveness and Intellectual Property Assignment Agreement (which we refer to as the Reorganization Agreement).

Pursuant to the terms of the Reorganization Agreement, we issued 8,000,000 shares of our common stock to WGN. We also transferred 350 common stock shares of PayNovi to WGN and agreed to forgive the remaining outstanding balance ($1,140,506) owed by WGN for borrowed money.

In exchange: (i) Fabio Galdi returned to use for cancellation all 100 shares of our Series A Super Voting Preferred Stock held by Fabio Galdi, (ii) Mr. Galdi forgave the amounts owed by the Company to him for past services rendered in the aggregate amount of $150,000, (iii) WGN assigned and transferred to us of all of its right, title and interest in and to certain Technology, Intellectual Property and Intellectual Property Rights (as defined in the Reorganization Agreement), which rights comprise a key component of our current business, (iv) WGN and Mr. Galdi agreed not to source, promote or enter in to any agreement for any technology similar to our technology from any supplier other than our company and (v) WGN agreed to terminate and forego its exclusive relationship with Quality Technology Industrial Co. Ltd. and to purchase Helo devices directly from us upon the terms and subject to the conditions set forth in a Strategic Partner Master Sales and World Wide Distribution Agreement dated as of October 1, 2017 as more fully described below.

As a result of the Reorganization Agreement, our business model is more akin to a traditional wholesale model whereby our distributor, WGN, places its orders directly with us on a prepaid basis and, based on such orders, we will instruct our supplier to build and ship the Helo devices in accordance with the specifications furnished by WGN.

On December 4, 2017, we changed our name to World Technology Corp, with the stock symbol “WCOR” to re-position our company as a technology company.

Corporate Information

Our principal offices are located at 600 Brickell Avenue, Suite 1775, Miami, Florida 33131, and our telephone number is (855)-467-6500. Our website is https://www.worldcorp.com. The website address is intended to provide inactive, textual references only and the information on or that can be accessed through such website is not part of this prospectus.

MANAGEMENT

The following table sets forth information concerning our executive officers and directors and their ages of the date of this prospectus:

Name	Age	Position
Seán McVeigh	54	Chief Executive Officer, Director, President and Secretary
Anthony S. Chan	53	Chief Financial Officer
Fabio Galdi	45	Chief Technology Officer, Chairman of the Board of Directors
Alessandro Senatore

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