UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 10-K

(Mark One)

[X]

ANNUAL REPORT ~~PURSUANT~~UNDER TO SECTION 13 OR 15(Dd) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2014~~2015

~~[ ] TRANSITION REPORT PURSUANT TO SECTION 13~~ OR ~~15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For the transition period from~~[ ~~to .~~]

~~Commission~~TRANSITION ~~file~~REPORT ~~number:~~UNDER ~~000-26927~~SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~WWA~~For ~~GROUP,~~the ~~INC~~transition period from_____________ to _____________.

Commission file number 000-26927

GENIE GATEWAY

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation) 77-0443643 (IRS Employer Identification No.)

Nevada

(State or other jurisdiction of

incorporation or organization)

77-0443643

(I.R.S. Employer

Identification No.)

4570 South Eastern Ave., Suite 26-221

Las Vegas, Nevada

(Address of principal executive offices)

89119

(Zip Code)

~~107~~Registrant’s W.telephone ~~Bridge St.~~number, ~~Portland,~~including MIarea ~~48875~~code (702) 803-9000

~~(Address~~Securities ofregistered ~~principal~~pursuant ~~executive~~to ~~offices) (Zip~~Section ~~Code~~12(b) of the Act:

~~Registrant’s~~Title ~~telephone~~of ~~number,~~each ~~including~~class ~~area~~Name ~~code:~~of ~~(855)~~each ~~410-8509~~exchange on which registered None None

Securities registered ~~under~~pursuant to Section 12(bg) of the Act: ~~None.~~

~~Securities~~Common ~~registered~~Stock, ~~under~~par ~~Section~~value ~~12(g) of the Act:~~$0.0001

Common Stock, par value $0.001 per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ____ No X

~~Yes~~Indicate [by ]check Nomark ~~[X]~~if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No X__

Indicate by check mark ifwhether the registrant is(1) ~~not~~has ~~required~~filed toall ~~file~~ reports ~~pursuant~~required to be filed by Section 13 or ~~Section~~ 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No

~~Yes~~Indicate [by ]check Nomark [whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to and post such files). Yes No X]

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~registrant~~of ~~(1)~~delinquent ~~has~~filers ~~filed~~pursuant ~~all reports required~~ to beItem ~~filed~~405 byof ~~Section~~Regulation 13S-K oris ~~15(d)~~not ofcontained ~~the~~herein, ~~Securities~~and ~~Exchange~~will ~~Act~~not ofbe ~~1934~~contained, ~~during~~to the ~~preceding~~best 12of ~~months~~registrant's ~~(or~~knowledge, ~~for~~in ~~such~~definitive ~~shorter~~proxy ~~period~~or ~~that~~information ~~the~~statements ~~registrant~~incorporated ~~was~~by ~~required~~reference toin ~~file~~Part ~~such~~III ~~reports),~~of ~~and~~this ~~(2)~~Form ~~has~~10-K ~~been~~or ~~subject~~any amendment to ~~such~~this ~~filing~~Form ~~requirements for the past 90 days~~10-K. ~~Yes~~ [X ] ~~No [ ]~~

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~and~~accelerated ~~posted~~filer, onan ~~its~~accelerated ~~corporate~~filer, ~~Web~~a ~~site~~non-accelerated filer, ifor ~~any,~~a ~~every~~smaller ~~Interactive~~reporting ~~Data~~company. See ~~File~~definitions ~~required~~of to“large beaccelerated ~~submitted~~filer,” ~~and~~“accelerated ~~posted~~filer” ~~pursuant~~and to“smaller ~~Rule~~reporting ~~405~~company” ofin ~~Regulation~~Rule S12b-T2 ~~(§ 232.405~~ of ~~this chapter) during~~ the ~~preceding~~Exchange 12Act. ~~months~~ (orCheck ~~for such shorter period that the registrant was required to submit and post such files~~one)~~. Yes [X] No [ ]~~:

~~Indicate~~Large byaccelerated check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [filer ]______

1Accelerated filer _______

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

~~Indicate~~Smaller byreporting ~~check mark whether the registrant is a shell~~ company ~~(as defined in Rule 12b-2 of the Act). Yes [~~ ~~] No [X]~~

As of June 30, 2014, the last business day of the registrant’s most recently completed fiscal quarter, the aggregate market value of the registrant's common stock, $0.001 par value, held by non-affiliates was $330,947 based on the closing price for that day.X

AtIndicate ~~March~~by ~~26,~~check ~~2015~~mark ~~there~~whether ~~were~~the ~~374,201,110~~registrant ~~shares~~is ofa ~~the~~shell ~~registrant’s~~company ~~common~~(as ~~stock~~defined ~~issued~~in ~~and~~Rule ~~outstanding~~12b-2 of the Act). Yes No X

2Aggregate market value of the voting stock held by non-affiliates as of April 12, 2016: $149,791.19 as based on last reported sales price of such stock on April 12, 2016 ($0.0349). The voting stock held by non-affiliates on that date consisted of 4,292,011 shares of common stock.

Applicable Only to Registrants Involved in Bankruptcy Proceedings During the Preceding Five Years:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes _____ No ______

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of April 12, 2016, there were 23,217,005 shares of common stock, $0.001 par value, issued and outstanding.

Documents Incorporated by Reference

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None.

Genie Gateway

TABLE OF CONTENTS

PART I

~~Item1.~~ ITEM 1 – BUSINESS 2

~~Business~~ITEM 1A – RISK FACTORS 7

3ITEM 1B – UNRESOLVED STAFF COMMENTS

Item 1A.

Risk Factors

Item 1B.

Unresolved Staff Comments

Item 2.

Properties

Item 3.

Legal Proceedings

Item 4.

Mine Safety Disclosures

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities15

Item 6.

Selected Financial Data

Item 7.

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

Operations

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Item 8.

Financial Statements and Supplementary Data

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial

Disclosure

Item 9A.

Controls and Procedures

Item 9B.

Other Information

PART III

Item 10.

Directors, Executive Officers, and Corporate Governance

Item 11.

Executive Compensation

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accountant Fees and Services

PART IV

Item 15.

Exhibits, Financial Statement Schedules

Signatures

PART I

ITEM 1.

BUSINESS

As used herein the terms “WWA Group,” “we,” “our,” and “us” refer to WWA Group, Inc., its subsidiaries, and its predecessors, unless context indicates otherwise.

Corporate History

Recent Activities

On January 21, 2015 we enter into a Share Exchange Agreement (“Agreement”) with AllCom, a Nevada corporation. The event was reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on January 26, 2015. Under the Agreement we will acquire all of the issued and outstanding stock of Genie Gateway (“Genie”) for a combination of our common and preferred stock. Genie is a California corporation and the wholly owned subsidiary of AllCom.

The Agreement provides that AllCom will exchange 100% of the issued and outstanding common shares of Genie for a combination of our common stock and a Series B Preferred Stock, will be created in connection with the transaction. The combination of the newly issued securities will constitute ninety-seven percent (97%) voting control of our issued and outstanding capital stock. The Agreement further provides for the appointment of four new members to our board of directors while one current member of the board will resign. The transaction is subject to the parties meeting certain conditions precedent to closing.

AllCom is a developer of proprietary hardware and software solutions integrating telecommunications, electronic banking and the internet.

Genie Gateway is a unified communications and payment processing platform blending business products and services - traditionally purchased from multiple vendors - into one seamless service.

On January 30, 2015 we entered into a new Share Exchange Agreement (“New Agreement”) with AllCom. The New Agreement supersedes and replaces the Agreement executed on January 21, 2015. The New Agreement extends the final date for a closing to March 16, 2015 along with the modification of certain terms and conditions. The New Agreement was filed as an exhibit to a Current Report on Form 8-K, filed with the Commission on February 4, 2015.

On March 16, 2015, we entered into a First Amendment to the Agreement (the “Amendment”), wherein we agreed to extend the proposed closing date for the transaction to April 17, 2015, in exchange for a cash payment of $15,000. We have agreed to utilize the cash payment towards completing and filing this annual report on Form 10-K for our fiscal year ended December 31, 2014. A copy of the Amendment is attached as an Exhibit to a Current Report on Form 8-K filed with the Commission on March 23, 2015.

Termination of Certain License Rights.

Effective May 28, 2014, we entered into a License Acquisition Agreement with Brad Lane (“Lane”), pursuant to which we agreed to license certain rights to Cannabis Planet Productions (“CPP”), Cannabis Planet TV (“CPTV”) hereinafter the “License”. The License required the parties to meet certain additional obligations, which were not completed during the time frame established under the License. Lane defaulted under the License and on December 1, 2014, we sent a notice of termination of the License to Lane, which terminated the License and cancelled all obligations related thereto.

Organizational Background

We were incorporated in Nevada on November 26, 1996, as “Conceptual Technologies, Inc.” On April 9, 1998, we changed our name to “NovaMed, Inc.” to reflect the acquisition of a medical device manufacturer and retailer. The medical device business was abandoned in October of 2000. On August 8, 2003, we acquired World Wide Auctioneers, Ltd. (“World Wide”) a British Virgin Island registered company and changed our name to “WWA Group, Inc.”

On July 12, 2012 we enter into a Share Exchange Agreement (“Agreement”), subject to shareholder approval, to acquire all of the issued and outstanding shares of Summit Digital, Inc. (“Summit”) from Summit Digital Holdings, Inc. in exchange for shares of our common stock. The Agreement provided that Summit would exchange 100 shares or 100% of the issued and outstanding shares of Summit for 99,000,000 shares of our Common Stock, par value $001 per share. The Agreement further provided for the appointment of two new members to our board of directors, the appointment of new executive officers and the resignation of one director.

On May 10, 2013, we held a Special Meeting of our shareholders to consider the terms and conditions of the Agreement in connection with (1) the acquisition of Summit as a wholly owned subsidiary and (2) an amendment to our articles of incorporation that would increase the number of authorized common shares to 250,000,000, par value $0.001 per share. A third proposal that would authorize the board of directors to adjourn the Special Meeting in the event insufficient votes were cast in respect to proposals 1 and 2 was approved by our shareholders, although no action was necessary since all proposals were approved by those shareholders holding a majority of our issued and outstanding shares.

The amendment to our articles of incorporation to increase the number of authorized common shares was accepted by the Nevada Secretary of State on May 24, 2013. On June 5, 2013, we authorized the issuance of 99,000,000 shares of our restricted common stock to Summit thereby completing the acquisition of Summit as our wholly owned subsidiary.

On October 7, 2013, by the written consent of the holders of a majority of our voting stock, our Board of Directors approved resolutions authorizing (1) Amended and Restated Company’s Articles of Incorporation that: (a) change our name to Summit Digital, Inc., (b) increase our authorized capital stock from 250,000,000 shares to, 900,000,000 shares, consisting of (i) 800,000,000 shares of Common Stock, par value $0.001 per share (the "Common Stock") and (ii) 100,000,000 shares of preferred stock, par value $0.001 per share (the "Preferred Stock"), issuable in

one or more series as our Board of Directors may authorize from time to time, and (c) provide for a super-majority vote requirement of not less than 75% of our Common Stock on certain corporate matters.

Under the rules of the Securities and Exchange Commission, the above actions cannot become effective until at least 20 days after an Information Statement relating to the above matters has been distributed to the stockholders of the Company. The record date for determining those shareholders entitled to receive the Information Statement was the close of business on October 29, 2013 (the “Record Date”). On the Record Date, we had outstanding 123,841,922 shares of Common Stock issued and outstanding. Pursuant to disclosure contained in the Information, the above actions were to have taken effect on or about November 30, 2013. All of the foregoing resolutions have been implemented accept for the change of our name from WWA Group, Inc. to Summit Digital, Inc. The reason the name change has not yet taken effect is because Financial Industry Regulatory Authority (“FINRA”) did not timely accept our request to change the name of the Company and related trading symbol. As a result, we have withdrawn our request to FINRA to approve the change of name of the Company and assignment of new trading symbol and we will continue to operate under WWA Group, Inc. and our trading symbol WWAG until such time as we determine to resubmit our request to FINRA. Our board of directors reserves the right to make a submission to FINRA as such time as it may deem to be appropriate.

The Company

Introduction

Our operations are conducted through Summit Digital, Inc. (“Summit”). Summit was originally incorporated in the State of Nevada on April 21, 2009. On June 7, 2011, Summit changed its corporate domicile from Nevada to Wyoming. The share exchange between WWA Group and Summit was accepted by the WWA Group shareholders on June 10, 2013. WWA Group remains the name of the Company, while our cable operations are conducted through Summit. Summit is a multi-system operator (MSO) providing cable TV, broadband Internet, voice telephony and related services to rural communities in the United States.

Business Activities and Strategy

We are focused on acquiring existing underutilized cable systems in rural, semi-rural and gated community markets, aggregating them into a single MSO structure and creating growth by upgrading management, improving efficiency, cutting costs, and fully exploiting the opportunities presented by bundling multiple services such as basic TV, premium TV, pay-per-view, broadband Internet, and voice telephony. These bundled service packages have become the industry standard in major urban markets served by major cable providers, but systems in our target market typically lag behind in adopting them, offering a substantial opportunity to increase penetration and per-customer revenue by offering these comprehensive service packages. We may at times build new cable systems or wireless infrastructure to serve areas where no infrastructure is in place, but the primary intent is to acquire underutilized existing systems. We intend to support and extend these packages by offering wireless data and voice service within its system footprint.

We believe that other value-added services delivered through cable infrastructure, such as pay-per-view events, digital video and digital video recording, high-definition TV and interstitial advertising also represent significant potential revenue streams that have not been effectively exploited by its acquisition targets. Compatible services such as provision of wireless internet provide additional potential revenue streams.

We intend to take decisive steps to streamline management, improve efficiency, and reduce costs in systems we acquire using the following areas of emphasis:

Any debt that is attached to these systems by the prior ownership will be restructured.

Billing, collection, call center and scheduling services will be centralized, significantly reducing costs for each system.

Head end technicians located at corporate headquarters will direct employees and monitor their performance, standardizing and service practices and quality control.

Theft by potential subscribers who attempt to steal services can have a significant impact on the viability of rural cable systems. Measures to prevent theft will be installed, including regular audits conducted by our own installers as well as independent contractors.

Equipment purchasing will be combined to achieve economies of scale and reduce costs.

Structured management systems stressing continuous documentation, performance evaluation, and action to address weaknesses will be installed, addressing a common management deficiency in small single-system operators.

Many small to medium sized single-system operators of the type common in rural and semi-rural United States have not been developed to their full capacity, for two primary reasons.

Many of these systems were overburdened with debt that was incurred on the initial construction of their cable systems. Overly optimistic projections and unrealistic performance expectations not backed up by appropriate technology and management expertise, combined with lack of an established basis for prediction in many markets led system owners to take on excessive debt, which enabled their entry to the business but also left them unable to sustain their business profitably.

The technology that supports the upgraded services that Summit intends to provide has only recently become cost-effective for smaller rural systems. Even with today’s superior and less expensive technology, small

individual cable systems rarely have the economies of scale or the financing necessary to effectively exploit these technologies. Summit Digital’s knowledgeable technical team and ability to combine equipment purchases will provide the knowledge and the leverage with suppliers that are needed to effectively introduce these technologies.

We believe, based on extensive interviews and contacts with management at local systems, that the managers and owners of many of these systems are interested in acquisition on favorable terms by an MSO built around the principle of maximizing the potential of these systems. Based on interviews with small system managers, we believe that many of these systems can be acquired in exchange for a combination of cash and stock.

Once systems have been acquired, we will upgrade them to support broadband Internet and voice telephony and aggressively market these combined services both to existing subscribers and non-subscribers within the system footprint. Existing cash flows, cash flows from acquired systems, and acquisition terms will allow us to pay for system upgrades as systems are built out.

We will add an additional revenue stream to our acquired cable systems through our capacity to insert local advertising, known as interstitials, to cable TV content. We have the right to insert local advertising into programming from major networks such as CNN, ESPN, Fox News and many others. This ad insertion is accomplished through an interface between the network and our system, with the network providing cue tones that open time slots for our advertisers. Again, this is a revenue opportunity not currently exploited by the cable systems we seek to acquire, and upgrading systems to accommodate this form of advertising presents a significant opportunity to generate additional revenue from existing infrastructure.

Our business strategy is to acquire systems meeting viability criteria, aggregate them in a MSO format, improve management, reduce costs, and add revenue by aggressively promoting high-value services such as high speed broadband internet and pay-per-view TV and by adding advertising income and wireless services to the system revenue mix. We will not surrender controlling interest in systems we acquire. We may incur long-term debt, sell shares or issue shares to acquire systems or upgrade acquired systems. We believe that we can substantially increase both our subscriber base and our revenue per subscriber by following this strategy.

Innovation

We actively pursue innovative ways of using existing technology and infrastructure to provide services and build customer and community relationships outside the traditional residential service model. Two initiatives during 2012 – 2013 illustrate this commitment and the results it can bring.

We installed a sophisticated CCTV monitoring system for the community of McBain, Michigan, allowing continuous surveillance of key commercial and road areas. A web-based backbone permits data storage by Summit as well as monitoring by the Michigan State Police. The system is designed to facilitate rapid response in emergencies and to provide vital evidence and understanding in criminal and other incidents. We are compensated by an installation fee and will receive a long term monthly fee for managing the system. Similar systems will be offered to other municipalities within our service footprint.

We also installed a web-based system for a major dairy farm, allowing the farm operators to continuously monitor operations and provide remote control for their robotic milkers. Agricultural operations in the rural Midwest are becoming increasingly sophisticated and there is enormous scope for leveraging our existing technology and infrastructure to increase efficiency and create opportunities for us and for our clients.

We will continue to explore innovative ways to supply needed services to individual, business, industrial and local government customers, using the full scope of opportunities provided by available technology.

Wireless Internet

Use of wireless internet services is exploding in the United States, driven by rapidly expanding sales of smartphones, tablets, and other mobile devices. Cisco Systems estimates that mobile traffic will expand from 0.6 exabytes/month in 2011 to 1.2 exabytes/month in 2012 and will reach 6.3 exabytes/month in 2015. Cable operators across the United States have recognized that the cable business and the WiFi business have close synergies and that WiFi represents a

considerable opportunity for cable companies. The synergy is based on a number of elements:

As the amount of data transferred over wireless networks expands, the critical need for backhaul services – the link between wireless broadcast points and the internet backbone – becomes increasingly critical. Cable infrastructure is ideally suited to providing these services, enabling cable companies that also manage wireless sites to support their own backhaul needs instead of paying for them, as non-cable operators must.

The ability of cable companies to use existing infrastructure for backhaul also drastically reduces the expense of acquiring rights of way. These cost advantages make it possible for cable companies to compete aggressively on wireless service pricing while retaining high margins.

Wireless technology also provides an option, that can supersede wired, to reach hard-to-wire areas or as an option to homes in which the installed coaxial cable falls short. These are significant features in our target market.

Wireless services can bring in subscribers solely interested in wireless access. More important, it can drive a “quadruple play” option in which we can offer a single-bill package combining TV, home broadband, voice communications, and wireless access.

We intend to pursue opportunities in this promising sector as an integral part of our expansion plan.

Subscriber Base

We currently serve 591 subscribers in the states of Oklahoma and Michigan, with an average monthly billing of approximately $37,000. Our billings have declined over the past year due to the termination of certain non-profitable cable systems.

2013 Business

We were granted a franchise and have completed the first phase of a new cable system in McBain, Michigan. This project calls for the installation of cable TV, Broadband Internet and telephone services passing 550 homes, and an industrial complex with several business and potential for expansion. We have completed installations for the McBain school district and the Munson Medical Clinic, and a closed circuit camera system for downtown McBain. We have also started a system build out in Marion, Michigan using company cash flows.

2014 Business

We completed the first phase of the build out for wireless internet service for Marion, Michigan. We have continued to grow our surveillance camera system in McBain, Michigan. We have also added more sophisticated technology to our towers allowing for more wireless internet speed and coverage for the surrounding areas. In addition we have pulled new fiber optics in the Leroy area increasing our ability to serve a better product to our existing subscriber base.

We also opened a new office in Portland Michigan.

Proposed Expansion

We are aggressively pursuing expansion opportunities:

We are working with the Federal Government to obtain stimulus funding which would allow us to construct high speed internet service and to be a last mile provider for the underserved rural market.

We will begin phase 2 of the Marion, Michigan build out within the next three months.

We are currently under negotiations to purchase two wireless internet providers in close proximity to our Tulsa, Oklahoma systems.

We hope to complete these expansion opportunities during 2015, though there is no assurance that all or any of these will be completed.

Our target remains at 100,000 total subscribers within three years, which we believe is a conservative estimate of potential, provided that adequate financing can be obtained. Per-subscriber billing in the systems we have targeted, typically based only on cable TV services, is under $50/month. We intend to increase this to a level close to the

national average of $128/month.

Acquisition Criteria

Our acquisition strategy relies on careful assessment of acquisition candidates by a management team with extensive experience in the cable industry.

Many of the systems available for acquisition carry significant debt burdens. We will only go through with acquisitions if owners and/or creditors are willing to restructure debt. Typically this involves an exchange of debt and equity, with owners/creditors exchanging debt for stock. Since these individuals are in the business, they understand the inherent viability and potential of our business model, and these offers have so far met a generally positive reception.

We focus on areas that offer potential for aggregating multiple systems in physically adjacent territory, maximizing the potential of existing infrastructure.

We target areas with existing unserved demand for broadband Internet. Typically this means acquiring systems that do not offer broadband Internet at the time of acquisition, offering potential for immediate increase in subscribers and per-subscriber billing by adding broadband Internet to the service package and aggressively promoting it.

Economic viability of acquisition candidates is evaluated by our management team, which has extensive experience in the cable business. In some cases the team may prefer to negotiate directly with creditors or a bankruptcy court; in others the system is deemed non-viable and the acquisition is abandoned.

Markets must be assessed for growth potential. Some rural markets are economically stagnant with a decreasing population that will not support growth in our industry. Acquisitions in these areas will not be pursued.

Market

There are approximately 10,700 cable systems in operation in the United States. Companies owning more than one system are known in the cable industry as multiple system operators (MSOs). Four major MSOs (AT&T, Time Warner, Comcast and Cox Communications) dominate the industry, accounting for 70% of all cable television customers. These major players have aggressively pursued the high-density urban and suburban markets.

The rural, semi-rural, and gated community market, in contrast, is extremely fragmented, dominated by single-system operators serving from 500 to 5,000 subscribers. Many of these suffer from unstructured and passive management and have been slow to exploit the opportunities offered by cable Internet, voice telephony, pay-per-view, and other value-added services that allow cable companies to increase revenues with the same infrastructure. As a consequence of this disparity, these smaller systems show monthly per-customer billing well below their larger, more aggressively managed urban rivals.

Our observation is that the rural providers targeted for acquisition lag far behind the national average for Internet subscribers, even in networks that have made broadband Internet available. We believe that with effective marketing

and introduction of competitive broadband services the percentage of TV customers subscribing to broadband can be brought up to national averages, offering a significant growth opportunity.

We are aggressively pursuing acquisitions and other arrangements that will add to our subscriber base. The systems we have targeted for acquisition serve rural, semi-rural, and gated communities, and their per-customer billings generally lag well behind these national averages. Single-system operators we surveyed as acquisition candidates typically have monthly billings below $50/customer, with Internet penetration as low as 25% in systems offering Internet. We believe that this disparity represents a substantial opportunity, and that by adopting the bundling strategies and aggressive marketing techniques standard among larger MSOs, Internet penetration and monthly billing in small systems can rapidly increase to levels comparable to national averages.

Broadband Internet provides a particularly attractive growth opportunity in our target niche. We believe that a substantial difference remains in overall broadband use at home between urban and rural areas. The gap has declined since 2007 but still exists. In 2009, 65.9% of urban households and 54.1% of rural households accessed broadband service. In contrast, 8.9% of rural households and only 3.7% of urban households used dial-up. In 2007, 53.8% of

households in urban areas and 38.8% of households in the rural United States were broadband users. Again, rural homes relied more heavily on dial-up (19.3%) than urban did (8.5 percent) that year. Broadband use at home also varies by regions, with the West (68%) of households and Northeast (67%) leading, followed by the Midwest (62.2%), and the South (60%) in 2009.”

The substantial lag in broadband adoption in rural markets, and the significant overhang of rural dial-up connections, represents a significant opportunity that Summit’s business plan is designed to capture. The disparity is particularly evident in the Midwest, which represents a major business focus for Summit. Management believes that cable companies in particular are well positioned to serve the increase in rural broadband connection: large numbers of homes already subscribe to cable TV, making cable an obvious source for broadband.

The Obama administration has prioritized the extension of broadband services to rural areas, with the President specifically citing “connecting every corner of our country to the digital age” as a policy priority. A broad array of privileges and incentives has been offered to companies pursuing the development or improvement of broadband services in underserved areas. This program is clearly consistent with our business plan, and we are reviewing opportunities to take advantage of this support.

Governmental and Environmental Regulation

We believe that we are in compliance in all material respects with all laws, rules, regulations and requirements that affect its business.

Patents, Trademarks, Licenses, Franchises,

Concessions, Royalty Agreements and Labor Contracts

We have no patents, trademarks, concessions, or labor contracts.

Employees

We have no full time employees. Tom Nix and Stephen Spencer, our officers and directors, manage our business. Management also uses consultants, attorneys and accountants as necessary to complement services rendered by our officers. Our cable operations side of our business has two full time employees and two part time employees.

ITEM ~~1A.~~2 PROPERTIES

~~RISK FACTORS~~ 9

~~Our~~ITEM ~~operations~~3 LEGAL and securities are subject to a number of risks. Below we have identified and discussed the material risks that we are likely to face. Should any of the following risks occur, they will adversely affect our operations, business, financial condition and/or operating results as well as the future trading price and/or the value of our securities.PROCEEDINGS

Risks Related to Summit’s Business

Due to our history of operating losses, our auditors are uncertain that we will be able to continue as a going concern.

Our financial statements have been prepared assuming that we will continue as a going concern. For the years ended December 31, 2014 and 2013, we had net losses of approximately $317,213 and $88,976 respectively. The independent auditors’ report issued in conjunction with the financial statements for the years ended December 31, 2014 and 2013 contains an explanatory paragraph indicating that the foregoing matters raise substantial doubt about our ability to continue as a going concern. We cannot guarantee that we can generate net income, increase revenues or successfully expand our operation in the future, and if we cannot do so, the company may not be sustainable and any investment in the company may be lost.

Because our auditors have expressed a going concern opinion, our ability to obtain additional financing could be adversely affected.

We have incurred losses since inception, which have resulted in an accumulated deficit of $442,157 at December 31, 2014. Because of these continued losses and our accumulated deficit, we have included a going concern paragraph in Note 2 to our financial statements included in this report, addressing substantial doubt about our ability to continue as a going concern. This going concern paragraph could adversely affect our ability to obtain favorable financing terms in the future or to obtain any additional financing if needed.

Historically, we have lost money from operations and we have made no provision for any contingency, unexpected expenses or increases in costs that may arise.

Since inception, we have been able to cover our operating losses from the cash flow from operations. We do not know if we will be available to cover future operating losses this way. Additionally, we have borrowed funds from available lending sources to cover the costs of being a public company. If we are unable to continue to borrow adequate funds to meet our periodic reporting obligations that cannot otherwise be paid from our cash flows derived from operations we may not be able to meet our reporting obligations.

We are dependent upon key personnel.

Our performance and operating results are substantially dependent on the continued service and performance of our officers and directors. We intend to hire additional technical, sales, managerial and other personnel as we move forward with our business model. Competition for such personnel is intense, and there can be no assurance that we can retain our key employees, or that we will be able to attract or retain highly qualified personnel in the future. The loss of the services of any of our key employees or the inability to attract and retain the necessary personnel could have a material adverse effect upon our business, financial condition, operating results, and cash flows.

Risks Related to our Common Stock

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

The market for our common stock has been limited due to low trading volume and the small number of brokerage firms acting as market makers. Because of the limitations of our market and volatility of the market price of our stock, investors may face difficulties in selling shares at attractive prices when they want to. The average daily trading

~~volume~~ITEM ~~for~~4 ~~our~~– ~~stock~~MINE ~~has~~SAFETY ~~varied significantly from week to week and from month to month, and the trading volume often varies widely from day to day.~~DISCLOSURES

~~We incur significant expenses as a result of the Sarbanes-Oxley Act of 2002, which expenses may continue to negatively impact our financial performance.~~ 10

We incur significant legal, accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission, which control the corporate governance practices of public companies. Compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002, as discussed in the following risk factor, has substantially increased our expenses, including legal and accounting costs, and made some activities more time-consuming and costly.

Our internal controls over financial reporting may not be considered effective, which conclusion could result in a loss of investor confidence in our financial reports and in turn have an adverse effect on our stock price.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 we are required to furnish a report by our management on our internal controls over financial reporting. Such report must contain, among other matters, an assessment of the effectiveness of our internal controls over financial reporting as of the end of the year, including a statement as to whether or not our internal controls over financial reporting are effective. This assessment must include disclosure of any material weaknesses in our internal controls over financial reporting identified by management. Since we are unable to assert that our internal controls are effective, our investors could lose confidence in the accuracy and completeness of our financial reports, which in turn could cause our stock price to decline.

We do not pay dividends.

We do not pay dividends. We have not paid any dividends since inception and have no intention of paying any dividends in the foreseeable future. Any future dividends would be at the discretion of our board of directors and would depend on, among other things, future earnings, our operating and financial condition, our capital requirements, and general business conditions. Therefore, shareholders should not expect any type of cash flow from their investment.

We will require additional capital funding.

We will require additional funds in the form of additional equity offerings or debt placements, to maintain operations. Such additional capital may result in dilution to our current shareholders. Further, our ability to meet short-term and long-term financial commitments will depend on future cash. There can be no assurance that future income will generate sufficient funds to enable us to meet our financial commitments.

If the market price of our common stock declines as the selling security holders sell their stock, selling security holders or others may be encouraged to engage in short selling, depressing the market price.

The significant downward pressure on the price of the common stock as the selling security holders sell material amounts of common stock could encourage short sales by the selling security holders or others. Short selling is the selling of a security that the seller does not own, or any sale that is completed by the delivery of a security borrowed by the seller. Short sellers assume that they will be able to buy the stock at a lower amount than the price at which they sold it short. Significant short selling of a company’s stock creates an incentive for market participants to reduce the value of that company’s common stock. If a significant market for short selling our common stock develops, the market price of our common stock could be significantly depressed.

Our common stock is currently deemed to be “penny stock”, which makes it more difficult for investors to sell their shares.

Our common stock is and will be subject to the “penny stock” rules adopted under section 15(g) of the Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the NASDAQ Stock Market or other

national securities exchange and trades at less than $5.00 per share or that have tangible net worth of less than

$5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.

The elimination of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification rights for our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees.

Our certificate of incorporation contains a specific provision that eliminates the liability of directors for monetary damages to us and our stockholders; further, we are prepared to give such indemnification to its directors and officers to the extent provided by Nevada law. We may also have contractual indemnification obligations under its employment agreements with its executive officers. The foregoing indemnification obligations could result in our incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit us and our stockholders.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.

PROPERTIES

We leased office space in McBain, Michigan for $550 per month on a recurring basis through May, 2014. Beginning April 1, 2014 we lease office space for our operations in Portland, Michigan for $550 per month on a month to month basis.

ITEM 3.

LEGAL PROCEEDINGS

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 11

~~MARKET~~ITEM ~~FOR~~6 ~~COMMON~~– ~~EQUITY,~~SELECTED ~~RELATED~~FINANCIAL ~~STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES~~DATA

~~(a) Market Information~~ 12

~~Our~~ITEM ~~common~~7 ~~stock~~– isMANAGEMENT’S ~~quoted~~DISCUSSION onAND ~~the~~ANALYSIS ~~Over~~OF ~~the~~FINANCIAL ~~Counter~~CONDITION Bulletin Board, a service maintained by the FINRA under the symbol “WWAG”. Trading in the common stock over-the-counter market has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions. These prices reflect inter-dealer prices without retail mark-up, mark-down, or commission, and may not necessarily reflect actual transactions. The high and low bid prices for the common stock for each of the quarters listed below are as follows:

Market Prices
Year	Quarter Ended	High	Low
2014	December 31	< $0.00	< $0.00
	September 30	< $0.00	<$0.00
	June 30	$0.01	< $0.00
	March 31	$0.02	$0.01
2013	December 31	$0.5	$0.02
	September 30	$0.02	$0.01
	June 30	$0.05	$0.02
	March 31	$0.07	$0.01

AND RESULTS OF OPERATION

~~Capital Stock~~ 12

~~The~~ITEM ~~following~~7A is– aQUANTITATIVE ~~summary~~AND ofQUALITATIVE ~~the~~DISCLOSURES ~~material~~ABOUT ~~terms of our capital stock. This summary is subject to and qualified by our articles of incorporation and bylaws.~~

~~(b)~~MARKET ~~Holders~~RISK

As of March 26, 2015, there were 893 shareholders of record holding 374,201,110 fully paid and non-assessable shares of common stock, par value $0.001 per share, of our 800,000,000 shares of common stock authorized. The board of directors believes that the number of beneficial owners is substantially greater than the number of record holders since shares of our outstanding common stock are held in broker “street names” for the benefit of individual investors. The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.

We have not declared any cash dividends since inception and do not anticipate paying any dividends in the near future. The payment of dividends is within the discretion of the board of directors and will depend on earnings, capital requirements, financial condition, and other relevant factors. There are no restrictions that currently limit our ability to pay dividends on WWA Group’s common stock other than those generally imposed by Nevada law.

Transfer Agent and Registrar

Our transfer agent and registrar is Interwest Transfer Company, 1981 E. Murray-Holladay Road, Holladay, Utah, 84117–5164. Interwest’s phone number is (801) 272-9294.

Purchases of Equity Securities made by the Issuer and Affiliated Purchasers

None.

Recent Sales of Unregistered Securities

On June 4, 2013 pursuant to the terms of the Exchange Agreement we authorized the issuance of 99,000,000 shares of our restricted common stock to Summit Digital Holdings, Inc. in reliance upon the exemptions from registration provided by Section 4(2) of the Securities Act. It is our belief that we complied with the exemption requirements of Section 4(2) of the Securities Act based on the following factors: (1) the authorizations was an isolated private transaction us which did not involve a public offering; (2) the offeree had access to the kind of information which registration would disclose; and (3) the offeree was financially sophisticated. The offeree is now our controlling shareholder.

In January 2014, we issued, in two separate private transactions, an aggregate of 10 million shares of common stock to non-affiliates, in connection with the partial conversion of a promissory note issued by us, pursuant to two separate cancellation of debt in exchange for stock agreements. Under these agreements, a total of $1,000 of the existing debt was cancelled by the issuance of such shares, a conversion price of $.0001 per share.

In May 2014, we issued an aggregate of 2,000,000 shares of our 2014 Series A Preferred Stock to Tom Nix and Stephen Spencer, both of whom are officers and directors of the Company (the “Series A Preferred Holders”) in exchange for $2,000 and other good and valuable consideration. Based on the representation and warranties provided by the Series A Preferred Holders, the issuances are exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, due to the fact that the Series A Preferred Holders are affiliates of the Company and are familiar with our operations.

The 2014 Series A Preferred Stock consists of 4,000,000 shares, $0.001 par value. A summary of the powers, preferences, rights, qualifications, limitations, and restrictions is below and qualified in its entirety to the complete description set forth in the Designation of Rights, Preferences, and Privileges for the 2014 Series A Preferred Stock of WWA Group, Inc, as filed with the Secretary of State of the State of Nevada on May 8, 2014.

1. Liquidation. In the event of any voluntary or involuntary liquidation (whether complete or partial), dissolution, or winding up of the Corporation, the holders of the 2014 Series A Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders, whether from capital, surplus, or earnings, an amount in cash equal to $0.01 per share. No distribution shall be made on the 2014 Series A Preferred Stock by reason of any voluntary or involuntary liquidation (whether complete or partial), dissolution, or winding up of the Corporation unless each holder of any Common Stock shall have received all amounts to which such holder shall be entitled.

2. Voting Rights. The holders of the 2014 Series A Preferred Stock shall be entitled to 250 votes per shares of 2014 Series A Preferred Stock and to vote with the Common Stock of the Corporation on all matters submitted to a vote of Common Stockholders for all purposes. Except as otherwise provided herein or by the laws of the State of Nevada, the holders of the 2014 Series A Preferred Stock and Common Stockholders shall vote together as one class on all matters submitted to shareholder vote of the Corporation.

3. Subordination. Any redemption hereunder shall be subordinated to payment in full of all Senior Debt.

4. Dividends. The holder of the 2014 Series A Preferred Stock shall have the right to receive dividends, in equal amounts per share, as are declared on the Corporation’s Common Stock by the board of directors of the Corporation.

5. No Conversion. The shares of the 2014 Series A Preferred Stock are not convertible into any other securities of the Corporation.

6. Redemption. Subject to the requirements and limitations of the corporation laws of the state of Nevada, the Corporation shall have the voluntary right to redeem up to 100 percent (100%) of the shares of the 2014 Series A

Preferred Stock outstanding at any time after two (2) years from the date of issuance pursuant to written notice of redemption given to the holders thereof on not less than 30 days, specifying the date on which the 2014 Series A Preferred Stock shall be redeemed (the "Redemption Date"). The redemption price for each share of 2014 Series A Preferred Stock outstanding shall be $0.01 per share plus any unpaid dividends, if applicable, on such share as of the Redemption Date (the "Redemption Price"). The Redemption Price shall be paid in cash.

On August 19, 2013, (Note 1), October 7, 2013, (Note 2), March 11, 2014 (Note 3), April 25, 2014 (Note 4) and May 19, 2014 (Note 5) we entered into Securities Purchase Agreement with Asher Enterprises, Inc. pursuant to which we sold to Asher 8% Convertible Promissory Notes in the original principal amounts of $32,500, $32,500, $15,000, $53,000, and $37,500 respectively, (the “Notes”). The Notes have nine month terms and are convertible into our common stock, par value $0.001 per at a Variable Conversion Price. The “Variable Conversion Price” means 51% multiplied by the Market Price (representing a discount rate of 49%). For purposes of the Notes, “Market Price” means the average of the lowest three (3) Trading Prices from our Common Stock during the thirty (30) Trading Day periods ending on the latest complete Trading Day prior to the Conversion Date. The number of shares issuable upon conversion is limited so that the Holder’s total beneficial ownership of our common stock may not exceed 9.99% of the total issued and outstanding shares. This condition may be waived at the option of the holder upon not less than 61 days notice.

Upon conversion of the Notes in whole or in part, we are be obligated to deliver the conversion stock to the holder within three (3) business days of our receipt of notice of conversion. Failure to timely deliver conversion stock will cause us to incur daily penalties. The conversion price will be subject to adjustment in the event of certain dilutive issuances of securities, distributions of stock or assets to shareholders, mergers, consolidations, and certain other events. Pre-payment of the Notes will result in certain penalties depending on the time of pre-payment, and will not be allowed after 120 days

Through December 31, 2014 the principle and accrued interest related to Note 1, Note 2 and Note 3 along with $49,265 of principle related to Note 4 had been converted into 132,917,011 shares of common stock.

Through January 31, 2015 the remaining principle and the accrued interest related to Note 4 and $12,580 of principle related to Note 5 has been converted into 108,441,177 shares of common stock. We issued the securities in reliance upon the exemption from registration provided pursuant to section 4(2) under the Securities Act.

ITEM 6.

SELECTED FINANCIAL DATA

Not required.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this current report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this current report. Our fiscal year end is December 31.

Discussion and Analysis

Our plan of operation over the next twelve months is to continue as a multi-system operator that provides cable television, high speed internet and related services to rural communities in the United States. We will require a minimum of $500,000 in additional debt or equity funding in the next twelve months to pursue our business plan, the majority of which amount will be focused on expanding the cable and internet business by acquiring existing operations. Such financing is not currently committed and there can be no assurance that such financing will be available within the next twelve months.

Results of Operations

The results of operations for the years ended December 31, 2014 and 2013 present the expenses associated with the public entity and the revenue and expenses associated with our cable and Internet operations in Michigan, and Oklahoma.

				For the Year Ended December 31,
				2014			2013
Revenues		(net)	$	524,163		$	627,806
Operating expenses
	Cost of Goods Sold			309,644			371,788
	General, selling and administrative expenses			240,766			229,222
	Salaries and Wages			216,723			116,969
	Depreciation			15,755			12,111
		Total operating expenses		473,244			358,302
Loss from operations				(258,725	)		(102,284)
Other income (expense):
	Interest income (expense)			(173,199)			(1,712)
	Gain (loss) on derivative liability			90,118			-
	Other income (expense)			24,593			15,020
		Total other income (expense)		(58,488)			13,308
Net loss			$	(317,213	)	$	(88,976)

Net Income (Loss)

Net loss for the year ended December 31, 2014, was $317,213 as compared to net loss of $88,976 for the year ended December 31, 2013. The increase in net loss is primarily due to the increase in costs for attorneys, auditors, transfer agents and consultants related to our ongoing filing and reporting requirements. Additionally, we incurred substantial

interest charges related to the derivative liability calculated on our convertible notes.

Revenue

Our revenue for the year ended December 31, 2014 was $524,163 as compared to $627,806 for the comparable period for 2013. The decrease in revenue of $103,643, 16%, is a result of discontinued cable service in Oklahoma due to lack of profitability.

Gross Income

Gross income for the year ended December 31, 2014 was $214,519 as compared to $256,018 for the year ended December 31, 2013. The decrease in gross income over the comparative period of 41,499 represents a 16% change, while gross income as a percentage of revenues remained consistent at 41%. The decrease in gross income can be attributed primarily to the discontinued cable services in Oklahoma.

Operating Expenses

Operating expenses increased from $358,302 for the year ended December 31, 2013 to $473,244 for the year ended December 31, 2014. The increase of $115,042, 32%, over the comparative period can be primarily attributed to accrued officer wages of $100,000 recorded on our books in January 2014.

Other Income (Expense)

Other income (expense) for the year ended December 31, 2014 was ($58,488) of expense as compared to $13,308 of income for the year ended December 31, 2013. The increase in expenses of $71,796, 539%, year over year is related to interest expense from recording the derivative liability offset somewhat by the gain recorded from reevaluation of the derivative liability during the current period and one-time accounting adjustments of $16,000.

Income Tax Expense (Benefit)

We have a prospective income tax benefit resulting from a net operating loss carry-forward and start-up costs that will offset any future operating profit.

Impact of Inflation

We believe that inflation has had a negligible effect on operations over the past three years.

Liquidity and Capital Resources

	December 31,		December 31,		Change
	2014		2013
Cash	$	11,833	$	11,214	$	619
Total Current Assets		39,431		58,558		(19,157)
Total Assets		197,168		227,990		(30,822)
Total Current Liabilities		328,088		209,992		118,096
Total Liabilities	$	328,088	$	212,329	$	110,759

We had a working capital deficit of $130,920 as of December 31, 2014. Current assets of $39,431 consisted of $11,833 in cash, $24,346 in accounts receivable and $3,252 in other current assets. Our current liabilities were $328,088 comprised of $110,008 in accounts payable, $199,978 in accrued expenses and $18,102 in notes payable. Our total stockholders’ deficit at December 31, 2014 was $130,920.

Cash flows used in operating activities for the twelve month period ended December 31, 2014, were $200,601 as compared to cash flows used by operating activities for the twelve month period ended December 31, 2013 of $144,179. Cash items used in operating activities that are not income statement related items, such as general and administrative expenses, include trade accounts receivable, pre-paid expenses, other current assets, accounts payable, and accrued liabilities. We expect to continue to use cash flows in operating activities throughout 2015.

Cash used in investing activities during 2014 was $4,060 for the purchase of fixed assets.

Cash provided by financing activities during 2014 was $107,500. The amount contributable to convertible debt was $105,500. We expect to continue to use cash flows in financing activities in connection with our business.

Our current assets and cash flows from operations are not sufficient to conduct business over the next twelve (12) months. We will seek at least $500,000 in debt or equity financing over the next twelve months to pursue our commitment to growth through acquisitions. Further, we can give no assurances that we can obtain this funding. Our shareholders are

the most likely source of new funding in the form of loans or equity placements though none have made any commitment for future investment and we have no agreement formal or otherwise. Our inability to obtain sufficient funding will have an adverse effect on our ability reach our growth goals.

We do not intend to pay cash dividends in the foreseeable future.

We have no commitments for future capital expenditures that were material at December 31, 2014.

We have no defined benefit plan or contractual commitment with any of its officers or directors.

We have no lines of credit or other bank financing arrangements as of December 31, 2014.

We have no current plans for the purchase or sale of any plant or equipment.We have no current plans to make any changes in the number of employees, except in connection with the anticipated expansion through acquisition.

Off Balance Sheet Arrangements

As of December 31, 2014, we had significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to stockholders.

Critical Accounting Policies

In Note 1 to the audited consolidated financial statements for the years ended December 31, 2014 and 2013 attached hereto, we discuss those accounting policies that are considered to be significant in determining the results of operations and our financial position. We believe that the accounting principles utilized by us conform to accounting principles generally accepted in the United States of America.

The preparation of financial statements requires management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, we evaluate our estimates, including those related to bad debts, inventories, intangible assets, warranty obligations, product liability, revenue, and income taxes. We base our estimates on historical experience and other facts and circumstances that are believed to be reasonable, and the results form the basis for making judgments about the carrying value of assets and liabilities. The actual results may differ from these estimates under different assumptions or conditions.

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

The statements contained in the section titled Results of Operations and Description of Business, with the exception of historical facts, are forward looking statements. A safe-harbor provision may not be applicable to the forward-looking

statements made in this current report. Forward-looking statements reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements. These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These statements include, but are not limited to, statements concerning:

our anticipated financial performance;

the sufficiency of existing capital resources;

our ability to fund cash requirements for future operations;

uncertainties related to the growth of our business;

the volatility of the stock market; and

general economic conditions.

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

actual results to differ materially from those discussed or anticipated including the factors set forth in the section entitled Risk Factors included elsewhere in this report. We also wish to advise readers not to place any undue reliance on the forward looking statements contained in this report, which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to update or revise these forward-looking statements to reflect new events or circumstances or any changes in our beliefs or expectations, other than is required by law.

Going Concern

Our auditors have expressed an opinion as to our ability to continue as a going concern as a result of recurring losses from operations. Our ability to continue as a going concern is subject to our ability to realize a profit from operations and /or obtain funding from outside sources. We plan to address our ability to continue as a going concern includes obtaining funding from the private placement of debt or equity and realizing revenues from our businesses. We believe that we will be able to obtain funding to enable us to continue as a going concern through the methods discussed above, though there can be no assurances that such methods will prove successful.

Recent Accounting Pronouncements

Please see Note 1 to our consolidated financial statements for recent accounting pronouncements.

Stock-Based Compensation

We have adopted Accounting Standards Codification Topic (“ASC”) 718, Share-Based Payment, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments.

We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 505. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our audited financial statements for the years ended December 31, 2014 and 2013 follow.

Pinaki & Associates LLC

Certified Public Accountants

625 Barksdale Rd., Ste# 113

Newark, DE 19711

Phone: 408-896-4405 | pmohapatra@pinakiassociates.com

To The Board of Directors

WWA Group, Inc.

107 W. Bridge St., Portland

MI 48875

We have audited the accompanying consolidated balance sheets of WWA Group, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of income, stockholders’ equity and cash flows for the years ended December 31, 2014 and 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of WWA Group, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of income, stockholders’ equity and cash flows for the years ended December 31, 2014 and 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations that raises a substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

s/d

Pinaki & Associates, LLC

Newark, DE

March 24, 2015

WWA Group, Inc.
Condensed Balance Sheets
	December 31,		December 31,
	2014		2013
ASSETS
Current assets:
Cash	$	11,833	$	11,214
Accounts Receivable		24,346		32,311
Prepaid Expenses		-		10,500
Other current assets		3,252		4,533
Total current assets		39,431		58,558
Property and Equipment (net)		157,737		169,432
Total Assets	$	197,168	$	227,990
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payables		110,008		78,102
Accrued expenses		199,978		60,574
Convertible notes payable (net)		15,765		65,000
Current portion of long term debt		2,337		6,316
Total current liabilities		328,088		209,992
Long term debt		-		2,337
Total liabilities	$	328,088	$	212,329
Stockholders' equity:
Preferred stock, $0.001 par value, 100,000,000 shares authorized
2,000,000 shares issued and outstanding		2,000		-
Common stock, $0.001 par value, 800,000,000 shares authorized;
241,917,011 and 100,000,000 shares respectively issued and outstanding		241,917		100,000
Additional paid-in capital		180,968		154,253
Retained earnings		(442,157)		(124,944)
Recapitalization persuant to reverse acquisition		(113,648)		(113,648)
Total stockholders' equity:		(130,920)		15,661
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	197,168	$	227,990
The accompanying notes are integral part of these financials statements.

WWA Group, Inc.
Condensed Statements of Operations
	Year Ended December 31,
		2014		2013
Net revenues:
Revenue from Cable/Internet sales	$	524,163	$	627,806
Total net revenues		524,163		627,806
Cost of Goods Sold		309,644		371,788
Gross Income		214,519		256,018
Operating expenses:
General, selling and administrative expenses		240,766		229,222
Salaries and wages		216,723		116,969
Depreciation		15,755		12,111
Total operating expenses		473,244		358,302
Income (loss) from operations		(258,725)		(102,284)
Other income (expense)
Interest income (expense)		(173,199)		(1,712)
Gain (loss) on derivative liability		90,118		-
Other income (expense)		24,593		15,020
Total other income (expense)		(58,488)		13,308
Income (loss) before income tax		(317,213)		(88,976)
Provision for income taxes				-
Net income (loss)	$	(317,213)	$	(88,976)
Basic income (loss) per share	$	-	$	-
Diluted income (loss) per share	$	-	$	-
Weighted average shares - Basic		167,434,410		99,408,219
Weighted average shares - Diluted		167,434,410		99,408,219
The accompanying notes are integral part of these financials statements.

WWA Group, Inc.
Condensed Statement of Shareholder's Equity
														Total
							Additional							Stockholders'
	Preferred Stock			Common Stock			Paid-in		Recapital-		Accumulated			Equity
	Shares	Amount		Shares	Amount		Capital		ization		Deficit			(Deficit)
Balance, December 31, 2012				99,000,000		99,000		-		(99,000)		(35,968)		(35,968)
Stock issued for services				1,000,000		1,000		17,000						18,000
Recapitalization								137,253		(14,648)				122,605
(Loss) for the year ended
December 31, 2013												(88,976)		(88,976)
Balance, December 31, 2013				100,000,000		100,000	$	154,253	$	(113,648)	$	(124,944)	$	15,661
Stock issued for cash	2,000,000		2,000											2,000
Stock issued for debt				10,000,000		10,000		(9,000)						1,000
Stock issued for convertible debt				132,917,011		132,917		52,715						185,632
Stock returned for accounts payable				(1,000,000)		(1,000)		(17,000)						(18,000)
(Loss) for the year ended
December 31, 2014												(317,213)		(317,213)
Balance, December 31, 2014	2,000,000		2,000	241,917,011		241,917	$	180,968	$	(113,648)	$	(442,157)	$	(130,920)
The accompanying notes are an integral part of these consolidated financial statements.

WWA Group, Inc.
Condensed Statements of Cash Flows
	For the Year Ended December 31,
	2014		2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ( loss)	$	(317,213)	$	(88,976)
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization		15,755		12,111
Ammortization of discount		75,474		-
(Gain) Loss on re-measurement of derivative		(90,118)		-
Changes in operating Assets and Liabilities:
Decrease (increase) in:
Accounts receivable		7,965		10,294
Prepaid Expenses		10,500		(10,500)
Other current assets		1,281		(3,033)
Increase (decrease) in:
Accounts Payable		31,906		959
Accrued Expenses		63,849		(130,034)
Note Payable		-		65,000
Net Cash Provided (Used) in Operating Activities		(200,601)		(144,179)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(4,060)		(12,287)
Net Cash Provided (Used) by Investing Activities		(4,060)		(12,287)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of Long term debt		-		(3,347)
Increase in long term debt		-		12,000
Preferred stock issued for cash		2,000		-
Proceeds from convertible debt		105,500		-
Net Cash Provided by Financing Activities		107,500		8,653
Long-term debt reclassified to short-term		(8,653)		-
Effect of recapitalization		-		(14,648)
Forgiveness of debt		-		137,253
Convertible debt discount		(100,944)		-
Derivative Liability		168,010
Common stock redeemed for accounts payable		(18,000)		-
Common stock issued for services				18,000
Common stock issued for debt		57,367		-
NET INCREASE IN CASH		619		(7,208)
CASH AT BEGINNING OF PERIOD		11,214		18,422
CASH AT END OF PERIOD	$	11,833	$	11,214
The accompanying notes are an integral part of these consolidated financial statements.

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and Organization

The following balance sheets and statements of operations give effect to WWA Group Inc.’s (WWA Group) purchase of all of the outstanding shares of Summit Digital Inc. (Summit Digital), pursuant to their July 12, 2012 share exchange agreement, accepted by the shareholders of WWA Group on June 10, 2013.

The acquisition was accounted for as a recapitalization effected by a share exchange, wherein Summit Digital is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their historical book value and no goodwill has been recognized, as required by the rules and regulations of the SEC. The issued common stock is that of WWA Group, and the accumulated deficit is that of Summit Digital.

The balance sheets set forth below represent the combined financial position of WWA Group and Summit Digital as of December 31, 2014 and December 31, 2013, as if the reverse acquisition had occurred on December 31, 2012. The statements of operations set forth below represent the combined results of operations of WWA Group and Summit Digital, as if the reverse acquisition occurred on the first day of the period presented therein. We operate our business under the name Summit Digital.

Summit Digital was originally incorporated in the State of Nevada on April 21, 2009. The Company is a Michigan-based Multi-System Operator (MSO) providing Cable TV, Broadband Internet, Voice Telephony and related services. Summit Digital is focused on acquiring existing underutilized Cable systems in rural, semi-rural and gated community markets, aggregating them into a single Multi-System Operator structure and creating growth by upgrading management, improving efficiency, cutting costs, and fully exploiting the opportunities presented by bundling multiple services such as basic TV, premium TV, pay-per-view, broadband Internet, and voice telephony.

Accounting Basis

The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. The Company has elected a December 31 fiscal year end.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash or cash equivalents. As of December 31, 2014 and 2013, there were no cash and cash equivalents held with a bank as compensating balance against borrowing arrangements.

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company keeps a very tight credit and collection policy. Late, or no pays are assessed each month. Determination of collectability is assessed and service shut off when determination is adverse. Accounts receivable

balances are written off immediately after determination has been made. The Company’s accounts receivable was $24,346 and $32,311 at December 31, 2014 and 2013, respectively.

Fair Value of Financial Instruments

The Company’s financial instruments as defined by ASC 820, “disclosures about Fair Value of Financial Instruments,” include cash, trade accounts receivable, accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which due to the short maturity of these financial instruments approximates fair value at December 31, 2014 and 2013.

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impaired Asset Policy

The Company has adopted ASC 360, “Accounting for Impairment or Disposal of Long-Lived Assets.” In complying with these standards, the company reviews its long-lived assets to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable. The company determines impairment by comparing the undiscounted future value cash flows estimated to be generated by its assets to their respective carrying amounts whenever events or changes in circumstances indicate that an asset may not be recoverable.

Basic (Loss) per Common Share

Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31, 2014 and 2013.

Dividend Policy

The Company has not adopted a policy regarding payment of dividends. No dividends have been paid during any of the periods shown.

Revenue Recognition

The Company recognizes revenue when goods or services are delivered to and accepted by the customer and collection is reasonably assured.

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred $1,940 and $6,539 in advertising expense for the years ended December 31, 2014 and 2013, respectively.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided for on a straight-line basis over the estimated useful lives of the assets per the following table. Expenditures for additions and improvements are capitalized while repairs and maintenance are expensed as incurred.

Category		Depreciation Term
Office and cable/internet equipment		5 years
Internet tower Cable plant and head end assets		15 years 20 years

Provision for Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will to be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company applies ASC 740, which requires the asset and liability method of accounting for income taxes. The asset and liability method requires that the current or deferred tax consequences of all events recognized in the financial statements are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Company adopted ASC 740, at the beginning of fiscal year 2008. This interpretation requires recognition and measurement of uncertain tax positions using a “more-likely-than-not” approach, requiring the recognition and measurement of uncertain tax positions. The adoption of ASC 740 had no material impact on the Company’s financial statements.

Business Combination

Acquisitions made by the Company are accounted for using acquisition accounting as per ASC 805, Business Combinations. Under this method, the estimated fair value of assets acquired and liabilities assumed and the results of operations of the acquired business are included in the Company’s financial statements from the effective date of the acquisition.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.

NOTE 2 - GOING CONCERN

concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The Company has entered into an exchange agreement with Allcom, a Nevada corporation. See Note 7, Subsequent Events, for further disclosure of the agreement.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and, or eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31, 2014 and 20132:

Office and cable/internet equipment

$ 20,967

$ 16,907

Internet tower

11,875

Cable plant and head end assets

175,000

Total property and equipment

207,842

203,782

Less: accumulated depreciation

(50,105)

(34,350)

Equals: Property and equipment, net

$ 157,737

$ 169,432

Depreciation expense for the years ended December 2013 and 2012 was $15,755 and $12,111 respectively.

NOTE 4 – CONVERTIBLE DEBT

On August 19, 2013, (Note 1), October 7, 2013, (Note 2), March 11, 2014 (Note 3), April 25, 2014 (Note 4) and May 19, 2014 (Note 5) the Company issued promissory notes in the amounts of $32,500, $32,500, $15,000, $53,000, and $37,500 respectively, to an unrelated party, at an interest rate of 8%, with an option to convert the outstanding balances into shares of the Company’s common stock with a discount off the market price at the time of conversion.

Through January 31, 2015 the remaining principle and the accrued interest related to Note 4 and $9,920 of principle related to Note 5 has been converted into 92,794,118 shares of common stock. We issued the securities in reliance upon the exemption from registration provided pursuant to section 4(2) under the Securities Act.

NOTE 5 – INCOME TAXES

The calculation of the Company’s tax provision involves the application of complex tax rules and regulations in multiple jurisdictions throughout the world. The Company makes estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments are made in the calculation of tax credits, benefits and deductions, and in the calculation of certain tax assets and liabilities arising from differences in the timing of recognition of revenue and expense for tax and financial statement purposes, as well as tax liabilities associated with uncertain tax positions. Significant changes to these estimates may result in an increase or a decrease to the Company’s tax provision in a subsequent period.

The Company recognizes the effect of income tax positions only when it is more likely than not that these positions will be sustained. Recognized income tax positions are measured at the largest amount that is more than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

Deferred tax assets and liabilities are recognized for temporary differences between financial statement and income tax bases of assets and liabilities. Valuation allowances are provided against deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

The Company considers future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance. The Company uses the flow-through method to account for investment tax credits. Under this method, a credit is recognized as a reduction of income tax expense in the year the credit is utilized.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

The Company leases its office facilities under an operating lease on a month to month basis.

NOTE 7 - SUBSEQUENT EVENTS

On January 21, 2015 the board of directors of WWA Group, Inc. (the “Company”) directed an officer of the Company to enter into a Share Exchange Agreement (“Agreement”) with AllCom, a Nevada corporation. The Company will acquire all of the issued and outstanding stock of Genie Gateway (“Genie”) for a combination of the Company’s common and preferred stock. Genie is a California corporation and the wholly owned subsidiary of AllCom.

The Agreement provides that AllCom will exchange 100% of the issued and outstanding common shares of Genie for a combination of the Company’s common stock and a Series B Preferred Stock, to be created in connection with the transaction. The combination of the newly issued securities will constitute ninety-seven percent (97%) voting control of all of the issued and outstanding capital stock of WWAG. The Agreement further provides for the appointment of four new members to the Company’s board of directors while one current member of the board will resign. The transaction is subject to the parties meeting certain conditions precedent to closing.

NOTE 7 - SUBSEQUENT EVENTS (CONTINUED)

AllCom is a developer of proprietary hardware and software solutions integrating telecommunications, electronic banking and the internet.

Genie Gateway is a forward-looking unified communications and payment processing platform blending business products and services - traditionally purchased from multiple vendors - into one seamless service.

In accordance with ASC 855, Company management reviewed all material events through the date of this filing, and there are no material subsequent events to report other than those reported.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this annual report, an evaluation was carried out by our management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of December 31, 2014. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, our management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and such information was accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process, under the supervision of the chief executive officer and the chief financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which assessment identified a material weaknesses in internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies in internal control over financial reporting that creates a reasonable possibility that a material misstatement in annual or interim financial statements will not be prevented or detected on a timely basis. Since the assessment of the effectiveness of our internal control over financial reporting did identify a material weakness, management considers its internal control over financial reporting to be ineffective.

WeITEM ~~identified~~8 ~~the~~– ~~following~~FINANCIAL ~~material~~STATEMENTS ~~weakness:~~AND SUPPLEMENTARY DATA

Lack of Appropriate Independent Oversight. Our board of directors has not provided an appropriate level of oversight of our consolidated financial reporting and procedures for internal control over financial reporting since there are, at present, no independent directors who could provide an appropriate level of oversight, including challenging management’s accounting for and reporting of transactions. Our lack of appropriate independent oversight has been a material weakness since inception due to the interested nature of those individuals who comprise our board of directors. While this control deficiency did not result in any audit adjustments to our 2014 or 2013 interim or annual period financial statements, it could have resulted in material misstatement that might have been prevented or detected by independent oversight. Accordingly we have determined that this control deficiency constitutes a material weakness. 18

WeITEM ~~intend~~9 to– ~~remedy~~CHANGES ~~the~~IN ~~material~~AND ~~weaknesses~~DISAGREEMENTS ~~by:~~WITH ACCOUNTANTS ON

·ACCOUNTING AND FINANCIAL DISCLOSURE

~~Forming an audit committee made up of independent directors that will oversee management (we have begun this process by seeking out individuals who might act as independent directors).~~ 18

~~This~~ITEM ~~annual~~9A ~~report~~– ~~does~~CONTROLS ~~not~~AND include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Commission that permit us to provide only management’s report in this annual report.PROCEDURES 18

~~Changes~~ITEM in9B ~~Internal~~– ~~Controls~~OTHER ~~over Financial Reporting~~INFORMATION

During the period ended December 31, 2014, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Officers and Directors

The following table sets forth the name, age and position of each of our directors and executive officers.

Name	Age	Positions and Offices
Tom Nix (1)	66	Chief Executive Officer, Director
Stephen Spencer (2)	58	Chief Financial Officer, Director

(1) Effective June 4, 2013, our board of directors appointed Tom Nix as our Chief Executive Officer and as one of our directors.

(2) Effective June 4, 2013, our board of directors appointed Stephen Spencer as our Chief Financial Officer and as one of our directors.

Tom Nix brings to his position management skills with a business background encompassing nearly 30 years of experience. Mr. Nix has been involved in the cable television industry since 1984. Mr. Nix has negotiated cable franchise and private cable television agreements and directed construction and management of the daily operations of cable systems in Florida, Texas, Missouri, Oklahoma, Nevada, Arizona, California and Michigan. Recently, he sold a number of his Texas and Michigan cable systems to Comcast. Mr. Nix has also sold cable systems to Time Warner, Dimension, United Satellite, Cox and Prime. Recognized industry wide, Mr. Nix has been on the board of directors and was cofounder for Telecable, Telecast, VisionComm and Data Cablevision. Mr. Nix attended Macomb College in marketing.

Mr. Nix also serves as the chief executive officer and a director of Summit Digital Holdings, Inc., a significant shareholder.

We do not have an employment agreement with Mr. Nix.

Stephen Spencer has been involved with venture capital and start-up companies for 20 years. Mr. Spencer has worked with companies in both the U.S. and abroad. While serving as the CFO of Legends Capital Group, a boutique venture capital firm, he managed the financial functions including treasury, financial reporting, budgets, forecasts and projections. Mr. Spencer has worked as an officer for and consultant to U.S. public companies with responsibilities for SEC reporting, GAAP accounting and SOX 404 compliance. He was previously a CPA with Price Waterhouse, a public accounting firm and is currently the CFO and a director for Unico, Inc. Mr. Spencer

~~earned~~PART ~~a BA degree from the University of Utah.~~III

~~Mr.~~ITEM ~~Spencer~~10 ~~also~~– ~~serves as the chief financial officer and a director of Summit Digital Holdings~~DIRECTORS, ~~Inc.,~~EXECUTIVE aOFFICERS ~~significant~~AND ~~shareholder.~~CORPORATE GOVERNACE

We do not have an employment agreement with Mr. Spencer

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a) (15). Under this Rule, a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Accordingly, we do not consider Mr. Nix or Mr. Spencer to be an independent director.

Term of Office

Our directors have been elected or appointed to the board of directors for a one-year term or until the next meeting of our shareholders or until removed in accordance with our bylaws. Our executive officers were appointed by the board of directors and hold office at the discretion of the board.

Family Relationships

There are no family relationships between or among the directors or executive officers.

Involvement in Certain Legal Proceedings

During the past ten years there are no events that occurred related to an involvement in legal proceedings that are material to an evaluation of the ability or integrity of any of our directors, persons nominated to become directors or executive officers.

Code of Ethics

We have adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K of the Securities Exchange Act of 1934. The Code of Ethics applies to directors and senior officers, such as the principal executive officer, principal financial officer, controller, and persons performing similar functions. Our Code of Ethics is available in print, at no charge, to any security holder who requests such information by contacting us.

~~Board~~ITEM of11 ~~Directors~~– ~~Committees~~EXECUTIVE COMPENSATION

Our board of directors consists of two persons and thus we have not established a separate committee.

Directors Compensation

Directors receive no compensation for their services as directors. We do not anticipate adopting a provision for compensating directors in the foreseeable future.

ITEM 11.

EXECUTIVE COMPENSATION

The following table provides summary information for 2014, 2013 and 2012 concerning cash and non-cash compensation paid or accrued by us to or on behalf of (i) the chief executive officer and the chief financial officer and (ii) any other employee to receive compensation in excess of $100,000.

Name and Principal Position	Fiscal Year	Salary($)		Bonus($)		All Other Compensation ($)		Total($)
Tom Nix (1)	2014	$	86,000	$	-0-	$	-0-	$	86,000
President and	2013	$	30,000	$	-0-	$	-0-	$	30,000
Chief Executive Officer	2012	$	30,000	$	-0-	$	-0-	$	30,000
Stephen Spencer (1)	2014	$	50,000	$	-0-	$	15,000	$	65,000
Chief Financial Officer	2013	$	-0-	$	-0-	$	29,660	$	29,660
	2012	$	-0-	$	-0-	$	2,000	$	2,000

(1) Effective June 4, 2013, Mr. Nix and Mr. Spencer were appointed to our board of directors and named executive officers in connection with the issuance of 99,000,000 shares of our common stock to Summit Digital Holdings, Inc. In connection with the change in control transaction, Mr. Nix was appointed as our President and Chief Executive Officer and Mr. Spencer was appointed our Chief Financial Officer. Both Nix and Spencer were awarded $50,000 in accrued compensation in 2014. The accrued compensation will be paid when the funds are available to WWAG.

We have no plans that provide for the payment of retirement benefits, or benefits that will be paid primarily following retirement. Nor do we have a plan that provides for payment to our executive officers at, following, or in connection with the resignation, retirement or other termination, or a change in control, or a change in our executive officers responsibilities following a change in control.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information concerning outstanding stock awards held by the Named Executive Officers for fiscal year 2014:

	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number Of Shares or Units of Stock That Have Not Vested (#)	Market Value Of Shares Or Units Of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number Of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Tom Nix	-0-	-0-	-0-	-0-	-	-0-	-0-	-0-	-0-
Stephen Spencer	-0-	-0-	-0-	-0-	-	-0-	-0-	-0-	-0-

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information concerning the ownership of our common stock as of March 10, 2015, with respect to (i) all directors; (ii) each person known by us to be the beneficial owner of more than 5% of our common stock; and (iii) our directors and executive officers as a group.

Title of Class	Name and Address of Beneficial Owner(2)	Nature of Beneficial Ownership	Shares Beneficially Owned		Voting Percentage
			Shares	Percentage	(5)(6)
Common	Tom Nix(3)	President, CEO and Director	99,000,000	26.0 (4)	11.3
Series A Preferred			1,000,000	50.0(5)	28.6
Common	Stephen Spencer (3)	CFO and Director	99,000,000	26.0 (4)	11.3
Series A Preferred			1,000,000	50.0(5)	28.6
Common	Summit Digital Holdings, Inc.(3)	5%+ Beneficial Shareholder	99,000,000	26.0 (6)	11.3

(1)

As of March 10, 2015 there are 374,201,110 shares of common stock outstanding.

(2)

Unless indicated otherwise, the address of the shareholder is 107 W Bridge St., Portland, Michigan 48875.

(3)

Indicates an officer and/or director of the Company and its significant shareholder, Summit Digital Holdings, Inc.

(4)

The shares of common stock are registered in the name of Summit Digital Holdings, Inc., of which the named individuals are the controlling shareholders, and principal officers and directors.

(5)

As of March 10, 2015 there are 2,000,000 shares of 2014 Series A Preferred Stock issued and outstanding.

(6)

The holders of the 2014 Series A Preferred Stock are entitled to 250 votes per shares of 2014 Series A Preferred Stock and vote with the common stock on all matters submitted to a vote of common shareholders for all purposes.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in−laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction since the beginning of our last fiscal year or in any presently proposed transaction which, in either case, has or will materially affect us.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

The following is a summary of the fees billed to us by Pinaki & Associates LLC (“Pinaki”) for professional services rendered for the past two fiscal years:

Auditors’ Fees and Services
	2014	2013
Audit fees	$ 12,000	$ 12,000
Audit-related fees
Tax fees
All other fees.
Total fees paid or accrued to our principal accountants	$ 12,000	$ 12,000

Audit Fees consist of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by Pinaki in connection with statutory and regulatory filings or engagements.

Audit Committee Pre-Approval

We do not have a standing audit committee. Therefore, all services provided to us by Pinaki, as detailed above, were pre-approved by our board of directors.

Pinaki performed all work only with their permanent full time employees.

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 24

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 27

ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

~~EXHIBITS AND FINANCIAL STATEMENT SCHEDULES~~ 31

~~(a) Consolidated Financial Statements~~i

~~The~~PART ~~following documents are filed under “Item 8. Financial Statements and Supplementary Data,” pages F-1 through F-11, and are included as part of this Form 10-K:~~ I

~~Financial~~Explanatory ~~Statements of WWA Group for the years ended December 31, 2014 and 2013:~~Note

~~Report~~Forward ofLooking ~~Independent Registered Public Accounting Firm~~Statements

~~Consolidated~~This ~~Balance~~Annual ~~Sheets~~Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company set forth under the heading “Management's Discussion and Analysis of Financial Condition or Plan of Operation.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider,” or similar expressions are used.

~~Consolidated~~Forward-looking ~~Statements~~statements are not guarantees of ~~Income~~future performance. They involve risks, uncertainties, and assumptions. The Company's future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

~~Consolidated~~ITEM ~~Statement~~1 of– ~~Stockholders’ Equity~~BUSINESS

~~Consolidated~~Corporate ~~Statements of Cash Flows~~History

~~Notes~~We were incorporated in Nevada on November 26, 1996, as “Conceptual Technologies, Inc.” On April 9, 1998, we changed our name to ~~Consolidated~~“NovaMed, ~~Financial~~Inc.” ~~Statements~~to reflect the acquisition of a medical device manufacturer and retailer. The medical device business was abandoned in October of 2000. On August 8, 2003, we acquired World Wide Auctioneers, Ltd. (“World Wide”), a British Virgin Island registered company and changed our name to “WWA Group, Inc.” On September 9, 2015, we changed our name to “Genie Gateway”.

On July 12, 2012 we enter into a Share Exchange Agreement (bthe “SD Agreement”), ~~Exhibits~~subject to shareholder approval, to acquire all of the issued and outstanding shares of Summit Digital, Inc. (“Summit”) from Summit Digital Holdings, Inc. in exchange for shares of our common stock. The SD Agreement provided that Summit would exchange 100 shares or 100% of the issued and outstanding shares of Summit for 99,000,000 shares of our Common Stock, par value $001 per share.

~~The~~As ~~exhibits~~a ~~required~~result toof bethe ~~attached~~SD byAgreement, ~~Item~~we ~~601~~conduct some of ~~Regulation~~our ~~S-K~~business ~~are~~operations ~~listed~~under in the ~~Index~~name Summit Digital. Those operations primarily relate to ~~Exhibits~~acquiring ofexisting ~~this~~underutilized ~~Form~~cable 10systems in rural, semi-Krural and gated community markets, aggregating them into a single multi-system operator structure and ~~are~~creating ~~incorporated~~growth ~~herein~~by upgrading management, improving efficiency, cutting costs, and fully exploiting the opportunities presented by ~~this~~bundling ~~reference~~multiple services such as basic TV, premium TV, pay-per-view, broadband Internet, and voice telephony.

On April 9, 2015, we closed the transaction contemplated by an Agreement of Exchange of Stock (cthe “Share Exchange Agreement”) ~~Financial~~by ~~Statement~~and ~~Schedules~~between us, AllCom, a Nevada corporation (“AllCom”) and Genie Gateway, a California corporation (“Genie”), dated as of January 30, 2015, as amended, pursuant to which AllCom transferred to us 100% of the common stock of Genie in exchange for the issuance of: (i) 1,257,989 shares of our Common Stock, restricted in accordance with Rule 144, (ii) 5,000,000 shares of our Series B Convertible Preferred Stock, and (iii) 10,000,000 shares of our Series C Convertible Preferred Stock, all of which shares equate to approximately 97% of our outstanding voting control (not including the shares of our Series A Convertible Preferred Stock, which will be retired once we effect a reverse stock split of our common stock). As a result of closing this transaction, Genie became our wholly-owned subsidiary and now, in addition to managing our cable operations that we control through our subsidiary, Summit Digital, Inc., we are now also in the business of being a unified solutions company offering communications and payment processing on a single platform that blends business products and services - traditionally purchased from multiple vendors - into one seamless service, through Genie.

WeOn ~~are~~September ~~not~~10, ~~filing~~2015, ~~any~~our ~~financial~~common ~~statement~~stock ~~schedules~~underwent asa ~~part~~1-for-100 ofreverse stock split. The share numbers in this ~~Form~~Annual 10Report are expressed in post-Kstock ~~because~~split ~~such~~numbers. The ~~schedules~~5,000,000 ~~are~~shares ~~either~~of ~~not~~Series ~~applicable~~B orConvertible ~~the~~Preferred ~~required~~Stock ~~information~~that iswere ~~included~~issued in the ~~financial~~Share ~~statements~~Exchange orTransaction ~~notes~~were ~~thereto~~automatically converted into 16,666,666 shares of our post-split common stock upon the reverse stock split going effective. In addition, upon the effectiveness of the reverse stock split we retired our Series A Preferred Stock, which are no longer outstanding.

25 Our offices are located at 4570 South Eastern Ave., Suite 26-221, Las Vegas, Nevada 89119, and our telephone number is (702) 803-9000.

~~SIGNATURES~~Business Overview

~~Pursuant~~Our tobusiness is focused in two primary areas. Through our Genie Gateway, a California corporation, subsidiary, we focus on the ~~requirements~~business of ~~Section~~being 13a orunified ~~15(d)~~solutions ofcompany ~~the~~offering ~~Securities~~unified ~~Exchange~~communications ~~Act~~and ofpayment ~~1934,~~processing ~~the~~on ~~registrant~~a ~~has~~single ~~duly~~platform ~~caused~~that blends business products and services - traditionally purchased from multiple vendors - into one seamless service. Our focus for this ~~report~~business tois bein ~~signed~~unbanked onand ~~its~~underserved ~~behalf~~merchants and consumers, not supported by the ~~undersigned,~~traditional ~~thereunto~~service ~~duly authorized~~providers.

WWA Group, Inc.	Date
/S/ Tom Nix By: Tom Nix Its: Chief Executive Officer and Director	March 26, 2015
/S/ Stephen Spencer By: Stephen Spencer Its: Chief Financial Officer, Principal Accounting Officer and Director	March 26, 2015

Through Summit Digital, Inc., we acquire and service existing underutilized cable systems in rural, semi-rural and gated community markets, aggregating them into a single multi-system operator structure and creating growth by upgrading management, improving efficiency, cutting costs, and fully exploiting the opportunities presented by bundling multiple services such as basic TV, premium TV, pay-per-view, broadband Internet, and voice telephony.

26Our website is www.GenieGateway.com.

~~WWA GROUP, INC.~~2

~~Notes~~Principal toProducts ~~Consolidated~~and ~~Financial~~Services ~~Statements~~

~~December~~Genie ~~31, 2014 and 2013~~Gateway

~~INDEX~~Through TOGenie ~~EXHIBITS~~Gateway we have developed a premiere platform for commerce, social networking, and communications targeting unbanked and under-banked markets. We service these markets through five primary products: the Genie Cashbox, GenieChecking, Check 22, Peer-to-Peer Payments, and the GenieCard.

~~Exhibit~~The Genie Cashbox is a proprietary collection of several inventions combining a variety of distributed clients, a centralized cloud and Softswitch, which together integrate four powerful technologies: Telecommunications; Television; Internet and Electronic Banking into a single seamless service, on one platform.

~~Description~~Genie CashBox is an interactive multipoint hub, combining a suite of digital solutions, fully integrating the features of:

3.1*Telephone

~~Articles~~Voice ofmail ~~Incorporation, as amended~~

3.2*Calling Card

~~Bylaws,~~Fax ~~as amended~~

21*Email (GenieMail)

~~Subsidiaries~~SMS ~~of WWA Group~~ (~~incorporated~~Genie ~~herein by reference from the Form 10-K/A filed with the Commission on November 14, 2011~~TXT).

~~31.1~~Voice Messaging (VOX)

~~Certification~~eWallet ~~of the Chief Executive Officer pursuant~~ to ~~Rule~~send ~~13a-14 of the Securities~~ and ~~Exchange~~receive ~~Act~~real-time ofpeer ~~1934, as amended, as adopted pursuant~~ to ~~Section~~peer ~~302~~payments of(CashBox) ~~the Sarbanes-Oxley Act of 2002.~~

~~31.2~~Virtual checking account (GenieCheck),

~~Certification~~Both ofa ~~the~~closed ~~Chief~~loop ~~Financial Officer pursuant to Rule 13a-14 of the Securities~~ and ~~Exchange~~an ~~Act~~open ofloop ~~1934,~~debit ascard ~~amended,~~(Genie asCashBox ~~adopted~~Debit ~~pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~Card)

32GenieChecks are fully negotiable checks, payable against the funds in your Genie CashBox.1 GenieChecks may be printed and deposited as an ordinary check, negotiated in person at a participating financial institution, sent as email attachments to third parties, printed and mailed to third parties by either by you or by the Genie platform, or printed and deposited electronically using any financial institutions “smart-phone” or other electronic deposit application.

~~Certification~~Check 22 is a concept developed on the “Check 21” federal law, which was enacted on October 28, 2003, and allows the recipient of an original paper check to create a digital version of the ~~Chief~~original ~~Executive~~check, ~~Officer~~into ~~pursuant~~an electronic format called a “substitute check.” Check 22 is the next step in these types of transactions by changing the process from a “debit” (grab) transaction to 18a U“push” transaction where each payer can decide when and how much they wish to pay.~~S.C.~~ The ~~Section~~Check ~~1350~~22 asworks ~~adopted~~by ~~pursuant~~allowing a payment to ~~Section~~be ~~906~~sent ofright away, to anyone the ~~Sarbanes-Oxley~~sender ~~Act~~wants, ofat ~~2002~~any time. The Check 22 program creates an electronic “substitute check,” in accordance with the “Check 21” federal law, which is charged to the checking account provided by the sender.

32Peer-to-Peer Payments sometime also referred to as Person-to-Person Payments or simply just P2P Payments, are a part of a new suite of services that is changing the financial services landscape.2

~~Certification~~Subscribers ofcan ~~the~~send ~~Chief~~a ~~Executive~~P2P ~~Officer~~Payment ~~pursuant~~from totheir 18CashBox ~~U.S.C.~~to ~~Section~~other ~~1350~~subscribers asor ~~adopted~~anyone ~~pursuant~~with toan ~~Section~~email ~~906~~address offrom ~~the~~any ~~Sarbanes-Oxley~~internet ~~Act~~enabled ~~of 2002~~device.

~~101.~~The ~~INS~~GenieCard combines the Genie Club, our closed loop member services, which utilizes the Genie CashBox; and Check22, the open loop service which lets members access their funds from any checking account, in any bank in the US.

~~XBRL Instance Document†~~Marketing

~~101.~~As ~~PRE~~a direct processor and a provider of alternative payment services; we are seeking relationships with independent sales organizations and other marketing partners, in which we provide ecommerce and other business services, our marketing partners provide the customers on a revenue sharing basis as residual income.

~~XBRL Taxonomy Extension Presentation Linkbase†~~Manufacturing

~~101.~~We ~~LAB~~do not have any manufacturing expenses as we do not manufacture any products.

~~XBRL Taxonomy Extension Label Linkbase†~~Competition

~~101~~Currently we do not have a direct competitor as no one offers our suite of services as a unified solution. ~~DEF~~Customers wishing to get the suite of services we provide must get them from several service providers. In addition, many of our services are subject to patents filed with the U.S. Patent Office. Please see below.

~~XBRL~~Individually, ~~Taxonomy~~some ~~Extension~~of ~~Label~~principal ~~Linkbase†~~products compete with other products, such as our peer-to-peer payment program, which competes with companies like PayPal and Venmo. To the extent we compete with types of companies, these competitors are larger, more established companies that have significantly greater financial resources than we do.

~~101.~~Intellectual ~~CAL~~Property

~~XBRL~~We ~~Taxonomy~~have ~~Extension~~several ~~Label~~patents ~~Linkbase†~~and several patents pending regarding our primary products. Currently we have the following patents filed with the United States Patent and Trademark Office:

~~101.~~Combined ~~SCH~~GenieCheck and Check22

~~XBRL~~Non-Provisional ~~Taxonomy~~Filing ~~Extension Schema†~~

*United States 4008.2.8ENP

~~Incorporated~~Filed bySeptember ~~reference~~1, ~~from~~2015 ~~previous filings of the Company.~~

†GenieCheck and Check22 System and Method

~~Pursuant~~Provisional to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.Filing

27United States 62046837

Filed September 5, 2014

Genie PayBack System and Method

United States 61978511

Filed April 11, 2014

The Genie CashBox

United States 61892688

Filed October 18, 2013

Genie UPN - Unified Phone Number

United States 13593048

Filed August 23, 2012

Published October 3, 2013

Genie Gateway - Interactive Communications System

United States 13437758

Filed April 2, 2012

Issued October 4, 2012

GenieMessenger

United States 61470617

Filed April 1, 2011

Government Regulation

Since we do not provide any banking services we are not subject banking regulations. Certain of our transactions are conducted by utilizing services offered by banks but these services are covered by the banks which are regulated.

We also researched the possibility as to whether we are a “money transmitter” and are required to obtain a federal money transmitter’s license. The result of that research was that we are not currently a “money transmitter”, and therefore, we do not need a money transmitter’s license.

Employees

As of March 31, 2016 we have six (6)full-time employees, in the following positions: President, Chief Financial Officer, Chief Operating Officer, bookkeeper, President of Summit Digital subsidiary, and bookkeeper/office administrator for Summit Digital subsidiary.

Available Information

We are a fully reporting issuer, subject to the Securities Exchange Act of 1934. Our Quarterly Reports, Annual Reports, and other filings can be obtained from the SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. You may also obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at http://www.sec.gov.

ITEM 1A. – RISK FACTORS.

As a smaller reporting company we are not required to provide a statement of risk factors. However, we believe this information may be valuable to our shareholders for this filing. We reserve the right to not provide risk factors in our future filings. Our primary risk factors and other considerations include:

We have a limited operating history and historical financial information upon which you may evaluate our performance.

You should consider, among other factors, our prospects for success in light of the risks and uncertainties encountered by companies that, like us, are in their early stages of development. We may not successfully address these risks and uncertainties or successfully implement our existing and new products. If we fail to do so, it could materially harm our business and impair the value of our common stock. Even if we accomplish these objectives, we may not generate the positive cash flows or profits we anticipate in the future. We were incorporated in Nevada on November 26, 1996. Our current business focuses on developing the products associated with our unified solutions company, hiring management and staff personnel, contracting with distributors and leasing and servicing our products. Unanticipated problems, expenses and delays are frequently encountered in establishing a new business and developing new products. These include, but are not limited to, inadequate funding, lack of consumer acceptance, competition, product development, and inadequate sales and marketing. The failure by us to meet any of these conditions would have a materially adverse effect upon us and may force us to reduce or curtail operations. No assurance can be given that we can or will ever operate profitably.

We may not be able to meet our future capital needs.

To date, we have not generated sufficient revenue to meet our capital needs, and we may not be able to in the future. Our future capital requirements will depend on many factors, including our ability to develop our products, cash flow from operations, and competing market developments. We will need additional capital in the near future. Any equity financings will result in dilution to our then-existing stockholders. Sources of debt financing may result in high interest expense. Any financing, if available, may be on unfavorable terms. If adequate funds are not obtained, we will be required to reduce or curtail operations.

If we cannot obtain additional funding, our product development and commercialization efforts may be reduced or discontinued and we may not be able to continue operations.

We have historically experienced negative cash flows from operations since our inception. We do not expect the negative cash flows from operations in 2016, but until we are able to generate higher revenues, we will continue to experience negative cash flows. As discussed in our financial statements, there exists substantial doubt regarding our ability to continue as a going concern.

Product development efforts are highly dependent on the amount of cash and cash equivalents on hand combined with our ability to raise additional capital to support our future operations through one or more methods, including but not limited to, issuing additional equity or debt.

In addition, we may also raise additional capital through additional equity offerings, and licensing our future products in development. While we will continue to explore these potential opportunities, there can be no assurances that we will be successful in raising sufficient capital on terms acceptable to us, or at all, or that we will be successful in licensing our future products. Although our financial situation is improving through increased operations, we believe we could have insufficient cash on hand to meet our obligations as they become due based on current assumptions. The uncertainties surrounding our future cash inflows have raised substantial doubt regarding our ability to continue as a going concern.

Current economic conditions and capital markets are in a period of disruption and instability which could adversely affect our ability to access the capital markets, and thus adversely affect our business and liquidity.

The current economic conditions and financial crisis have had, and will continue to have, a negative impact on our ability to access the capital markets, and thus have a negative impact on our business and liquidity. The shortage of liquidity and credit combined with the substantial losses in worldwide equity markets could lead to an extended worldwide recession. We may face significant challenges if conditions in the capital markets do not improve. Our ability to access the capital markets has been and continues to be severely restricted at a time when we need to access such markets, which could have a negative impact on our business plans. Even if we are able to raise capital, it may not be at a price or on terms that are favorable to us. We cannot predict the occurrence of future disruptions or how long the current conditions may continue.

Because we face competition, we may not be able to operate profitably in our markets.

The market for our product is competitive. Although we have some protection through our pending patents, we may not have the resources, expertise or other competitive factors to compete successfully in the future. We expect to face additional competition from existing competitors and new market entrants in the future. Many of our competitors have greater name recognition and more established relationships in the industry than we do. As a result, these competitors may be able to:

develop and expand their product offerings more rapidly;

adapt to new or emerging changes in customer requirements more quickly;

take advantage of acquisition and other opportunities more readily; and

devote greater resources to the marketing and sale of their products and adopt more aggressive pricing policies than we can.

If our products do not gain expected market acceptance, prospects for our sales revenue may be affected.

Sales of our product are dependent upon us gaining market approval in the unified solutions and alternative payment methods industry where we want to sell our products. This result can be expensive and time-consuming and there is no guarantee we will be successful in obtaining market acceptance and if we don’t get such approval the market for our products will suffer. Additionally, even if we gain market approval, there is no guarantee our product will be chosen by a sufficient number of customers to provide us with sufficient revenues to pay our expenses.

If we are unable to recruit and retain qualified personnel, our business could be harmed.

Our growth and success highly depend on qualified personnel. Competition in the industry could cause us difficulty in recruiting or retaining a sufficient number of qualified technical personnel, which could harm our ability to develop new products. If we are unable to attract and retain necessary key talents, it would harm our ability to develop competitive product and retain good customers and could adversely affect our business and operating results.

If we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls over financial reporting, we may not be able to report our financial results accurately or timely or to detect fraud, which could have a material adverse effect on our business.

An effective internal control environment is necessary for us to produce reliable financial reports and is an important part of our effort to prevent financial fraud. We are required to periodically evaluate the effectiveness of the design and operation of our internal controls over financial reporting. Based on these evaluations, we may conclude that enhancements, modifications, or changes to internal controls are necessary or desirable. While management evaluates the effectiveness of our internal controls on a regular basis, these controls may not always be effective. There are inherent limitations on the effectiveness of internal controls, including collusion, management override, and failure of human judgment. In addition, control procedures are designed to reduce rather than eliminate business risks. If we fail to maintain an effective system of internal controls, or if management or our independent registered public accounting firm discovers material weaknesses in our internal controls, we may be unable to produce reliable financial reports or prevent fraud, which could have a material adverse effect on our business, including subjecting us to sanctions or investigation by regulatory authorities, such as the Securities and Exchange Commission. Any such actions could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements, which could cause the market price of our common stock to decline or limit our access to capital.

Our common stock has been thinly traded and we cannot predict the extent to which a trading market will develop.

Our common stock is quoted on the OTC Markets. Our common stock is thinly traded compared to larger more widely known companies. Thinly traded common stock can be more volatile than common stock trading in an active public market. We cannot predict the extent to which an active public market for our common stock will develop or be sustained after this offering.

Because we are subject to the “penny stock” rules, the level of trading activity in our stock may be reduced.

Our common stock is traded on the OTC Markets. Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks, like shares of our common stock, generally are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on NASDAQ. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.

ITEM 1B – UNRESOLVED STAFF COMMENTS

This Item is not applicable to us as we are not an accelerated filer, a large accelerated filer, or a well-seasoned issuer; however, we have not received written comments from the Commission staff regarding our periodic or current reports under the Securities Exchange Act of 1934 within the last 180 days before the end of our last fiscal year.

ITEM 2 – PROPERTIES

Genie Gateway subleases its offices in California at a cost of $1,659 per month and the offices encompass approximately 1,600 square feet. This sublease is on a month-to-month basis. We also rent approximately 400 square feet of executive office space in Las Vegas, Nevada. We share this space with a related party and we do no pay any rent to the related party.

Our Summit Digital subsidiary rents office space in Portland, Michigan. This office space is approximately 800 square feet and we pay $550 per month. Our lease is a month-to-month lease. This subsidiary also leases 400 square feet of office space in a professional office center at a rate of $350 per month. Our lease is a month-to-month lease.

ITEM 3 - LEGAL PROCEEDINGS

We are not current involved in any legal proceedings.

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

ITEM 4 – MINE SAFETY DISCLOSURES

There is no information required to be disclosed under this Item.

PART II

ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is currently quoted on the OTC Pink-tier of OTC Markets under the symbol “GGWY.” The following table sets forth the high and low bid information for each quarter within the fiscal years ended December 31, 2015 and 2014, as best we could estimate from publicly-available information. We underwent a 100-for-1 reverse stock split effective September 10, 2015. The stock prices set forth below are adjusted to reflect the reverse stock split.


Fiscal Year Ended December 31,		Bid Prices
Fiscal Year Ended December 31,	Period	High	Low

2014	First Quarter	$2.48	$1.43
	Second Quarter	$1.75	$0.34
	Third Quarter	$0.61	$0.23
	Fourth Quarter	$0.25	$0.03

2015	First Quarter	$0.16	$0.01
	Second Quarter	$0.07	$0.01
	Third Quarter	$0.1225	$0.05
	Fourth Quarter	$0.16	$0.035

The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to a few exceptions which we do not meet. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith.

We have not adopted any stock option or stock bonus plans.

Holders

As of December 31, 2015, there were 21,667,005 shares of our common stock (post 100-for-1 reverse stock split) outstanding held by approximately 900 holders of record and numerous shares held in brokerage accounts. As of April 12, 2016, there were 23,217,005 shares of our common stock (post 100-for-1 reverse stock split) outstanding held by approximately 900 holders of record. Of these shares, 4,292,011 were held by non-affiliates. On the cover page of this filing we value the 4,292,011 shares held by non-affiliates at $149,791.19. These shares were valued at $0.0349 per share, based on our closing share price on April 12, 2016.

Warrants

We currently do not have any warrants outstanding to purchase our common stock.

Dividends

There have been no cash dividends declared on our common stock, and we do not anticipate paying cash dividends in the foreseeable future. Dividends are declared at the sole discretion of our Board of Directors.

Securities Authorized for Issuance Under Equity Compensation Plans

There are no outstanding options or warrants to purchase shares of our common stock under any equity compensation plans.

Currently, we do not have any equity compensation plans. As a result, we did not have any options, warrants or rights outstanding under equity compensation plans as of December 31, 2015.

Recent Issuance of Unregistered Securities

During the three months ended December 31, 2015 we did not issue any unregistered securities.

If our stock is listed on an exchange we will be subject to the Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to a few exceptions which we do not meet. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith.

ITEM 6 – SELECTED FINANCIAL DATA

As a smaller reporting company we are not required to provide the information required by this Item.

ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

This Annual Report on Form 10-K of Genie Gateway for the year ended December 31, 2015 contains forward-looking statements, principally in this Section and “Business.” Generally, you can identify these statements because they use words like “anticipates,” “believes,” “expects,” “future,” “intends,” “plans,” and similar terms. These statements reflect only our current expectations. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy and actual results may differ materially from those we anticipated due to a number of uncertainties, many of which are unforeseen, including, among others, the risks we face as described in this filing. You should not place undue reliance on these forward-looking statements which apply only as of the date of this quarterly report. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements that, by definition, involve risks and uncertainties. In any forward-looking statement where we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation of belief will be accomplished.

We believe it is important to communicate our expectations to our investors. There may be events in the future; however, that we are unable to predict accurately or over which we have no control. The risk factors listed in this filing, as well as any cautionary language in this annual report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Factors that could cause actual results or events to differ materially from those anticipated, include, but are not limited to: our ability to successfully obtain financing for product acquisition; changes in product strategies; general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in various tax laws; and the availability of key management and other personnel.

Overview

We were incorporated in Nevada on November 26, 1996, as “Conceptual Technologies, Inc.” On April 9, 1998, we changed our name to “NovaMed, Inc.” to reflect the acquisition of a medical device manufacturer and retailer. The medical device business was abandoned in October of 2000. On August 8, 2003, we acquired World Wide Auctioneers, Ltd. (“World Wide”), a British Virgin Island registered company and changed our name to “WWA Group, Inc.” On September 9, 2015, we changed our name to “Genie Gateway”.

On July 12, 2012 we enter into a Share Exchange Agreement (the “SD Agreement”), subject to shareholder approval, to acquire all of the issued and outstanding shares of Summit Digital, Inc. (“Summit”) from Summit Digital Holdings, Inc. in exchange for shares of our common stock. The SD Agreement provided that Summit would exchange 100 shares or 100% of the issued and outstanding shares of Summit for 99,000,000 shares of our Common Stock, par value $001 per share.

As a result of the SD Agreement, we conduct some of our business operations under the name Summit Digital. Those operations primarily relate to acquiring existing underutilized cable systems in rural, semi-rural and gated community markets, aggregating them into a single multi-system operator structure and creating growth by upgrading management, improving efficiency, cutting costs, and fully exploiting the opportunities presented by bundling multiple services such as basic TV, premium TV, pay-per-view, broadband Internet, and voice telephony.

On April 9, 2015, we closed the transaction contemplated by an Agreement of Exchange of Stock (the “Share Exchange Agreement”) by and between us, AllCom, a Nevada corporation (“AllCom”) and Genie Gateway, a California corporation (“Genie”), dated as of January 30, 2015, as amended, pursuant to which AllCom transferred to us 100% of the common stock of Genie in exchange for the issuance of: (i) 1,257,989 shares of our Common Stock, restricted in accordance with Rule 144, (ii) 5,000,000 shares of our Series B Convertible Preferred Stock, and (iii) 10,000,000 shares of our Series C Convertible Preferred Stock, all of which shares equate to approximately 97% of our outstanding voting control (not including the shares of our Series A Convertible Preferred Stock, which were retired upon the effectiveness of our reverse stock split of our common stock on September 9, 2015). As a result of closing this transaction, Genie became our wholly-owned subsidiary and now, in addition to managing our cable operations that we control through our subsidiary, Summit Digital, Inc., we are now also in the business of being a unified communications and payment processing platform that blends business products and services - traditionally purchased from multiple vendors - into one seamless service, through Genie.

On September 9, 2015, our common stock underwent a 1-for-100 reverse stock split. The share numbers in this Annual Report are expressed in post-stock split numbers. The 5,000,000 shares of Series B Convertible Preferred Stock that were issued in the Share Exchange Transaction were automatically converted into 16,666,666 shares of our post-split common stock upon the reverse stock split going effective.

Results of Operations for the Years Ended December 31, 2015 and December 31, 2014

Summary of Results of Operations


	Year Ended December 31,
	2015		2014
Net revenues:
Revenue from cable/internet sales	$	503,583	$	524,163
Royalty revenue		300,000		-
Total net revenues		803,583		524,163

Cost of goods sold		251,421		309,644
Gross Income		552,162		214,519

Operating expenses:
General selling, and administrative expenses		372,116		240,766
Salaries and wages		169,626		216,723
Depreciation		13,852		15,755

Total operating expenses		555,594		473,244

Income (loss) from operations		(3,432)		(258,725)

Other income (expense)
Interest income (expense)		(2,656)		(173,199)
Gain (loss) on derivative liability		121		90,118
Other income (expense)		39,958		24,593


Net income (loss)	$	33,991	$	(317,213)

Operating Income (Loss)

We had operating loss of $3,432 for the year ended December 31, 2015, compared to an operating loss of $258,725 for the year ended December 31, 2014. This difference was largely attributable to royalty revenue of $300,000 in 2015 that we did not have in 2014. The royalty revenue is entirely from the intellectual property our Genie Gateway subsidiary licenses to AllCom, our largest shareholder and an entity controlled by our officers and directors as a group. Our revenue from cable internet sales in 2015 was similar to 2014. We expect our operating income (loss) to continue to be significantly impacted by our acquisition of Genie Gateway.

Revenue

Our revenue from the year ended December 31, 2015 was $803,583 compared to $524,163 for the year ended December 31, 2014. Our revenue for the year ended December 31, 2015 included $503,583 from our Summit Digital subsidiary and $300,000 in royalty revenue from our Genie Gateway subsidiary, the latter received from AllCom, our largest shareholder, for intellectual property we license to it. The revenue from our Summit Digital subsidiary was the result of sales of Summit Digital’s bundled services such as basic TV, premium TV, pay-per-view, broadband Internet, and voice telephony. Our revenue for the year ended December 31, 2014 was derived entirely from the operations of Summit Digital.

Cost of Goods Sold

Our cost of goods sold for the year ended December 31, 2015 were $251,421, compared to $309,644 for the same period in 2014. The cost of goods sold for the year ended December 31, 2015 was entirely related to the revenues generated from Summit Digital, Inc. In future periods we expect our cost of goods sold to increase as a result of our acquisition of Genie Gateway on April 9, 2015.

General, Selling and Administrative Expenses

General, selling and administrative expenses were $372,116 for the year ended December 31, 2015, compared to $240,766 for the year ended December 31, 2014. Our primary general and administrative expenses for the period in 2015 were wages and consulting, which were approximately $221,853. The increase in our general, selling and administrative expenses was largely due to the increases related to our acquisition of Genie Gateway. We expect our general, selling and administrative expenses to increase significantly in future periods due to our acquisition of Genie Gateway.

Salaries and Wages

Our expenses related to salaries and wages were $169,626 for the year ended December 31, 2015, compared to $216,723 for the year ended December 31, 2014. The decrease in our salaries and wages for the year ended December 31, 2015 was a result of the fact that in the first quarter of 2014 we had accrued $100,000 in aggregate salaries for two of our former officers and we did not have that accrual in 2015. However, we do expect our salaries and wages will increase in future periods as a result of the acquisition Genie Gateway.

Depreciation

During the year ended December 31, 2015, we had depreciation of $13,852, primary related to office equipment and cable and wireless plant assets. We had a similar expense of $15,755 for the year ended December 31, 2014.

Interest Income/Expense

We had interest expense $2,656 for the year ended December 31, 2015, compared to interest expense of $173,199 for the year ended December 31, 2014. During the year ended December 31, 2015 interest expense primarily related to our line of credit with Huntington National Bank, while the interest expense for the same period in 2014 primarily related to convertible debt we had outstanding. The significant change in interest income in 2014 compared to interest expense in 2015 was primarily due to the fact we retired certain convertible debt and related derivative liabilities in the second quarter of 2015.

Gain (Loss) on Derivative Liability

During the year ended December 31, 2015 we had $121 gain on derivative liability compared to $90,118 in the year ended December 31, 2014, because we retired our convertible debt and had very little derivative liabilities outstanding during in 2015. For the year ended December 31, 2014, the $90,118 non-cash gain on derivative liabilities we recognized was due primarily to the change in fair value of the conversion option on convertible debt which was recorded as a derivative liability.

Other Income (Expense)

During the year ended December 31, 2015 and December 31, 2014, we had other expense of $39,958 and $24,593, respectively. These amounts were related to adjustments to correctly state balance sheet accounts.

Liquidity and Capital Resources

Introduction

During the years ended December 31, 2015 and 2014, because of our operating losses, we did not generate positive operating cash flows. Our cash on hand as of December 31, 2015 was $75,144 and our monthly cash flow burn rate is approximately $15,000. As a result, we have short term cash needs. These needs are being satisfied through proceeds from the sales of our securities and short terms promissory notes. We currently believe we will be able to satisfy our cash needs from our revenues within the next year but there is no guarantee will be successful in generating sufficient operations and/or satisfying these needs through the proceeds from the sales of our securities.

Our cash, current assets, total assets, current liabilities, and total liabilities as of December 31, 2015 and 2014, respectively, are as follows:


		December 31, 2015		December 31, 2014		Change

Cash	$	75,144	$	11,833	$	63,311
Total Current Assets		912,899		39,431		873,468
Total Assets		1,058,504		197,168		861,336
Total Current Liabilities		223,629		328,088		(104,459)
Total Liabilities	$	235,504	$	328,088	$	(92,584)

Our current assets increased by $873,468 as of December 31, 2015 as compared to December 31, 2014. The increase in our current assets between the two periods was attributed to an increase in our cash on hand of $63,311 and an increase of $796,748 in other current assets related to stock agreements totaling $800,000.

Our current liabilities decreased by $104,459, as of December 31, 2015 as compared to December 31, 2014. This decrease was due to decreases in our accounts payable, accrued expenses and convertible notes payable (net), partially offset by a slight increase in our current portion of long term debt. As a result, our total liabilities decreased by $92,584.

In order to repay our obligations in full or in part when due, we may be required to raise capital from other sources. There is no assurance, however, that we will be successful in these efforts.

Cash Requirements

We had cash available as of December 31, 2015 of $75,144 and $11,833 on December 31, 2014. Based on our revenues, cash on hand and current monthly burn rate of approximately $15,000, we will need raise money from the sales of our securities, to fund operations.

Sources and Uses of Cash

Operations

We had net cash used by operating activities of $869,686 for the year ended December 31, 2015, as compared to $200,601 for the year ended December 31, 2014. In 2015, the net cash used for operating activities consisted primarily of our net income of $33,991, adjusted primarily by depreciation and amortization of $12,102 and changes in operating assets and liabilities consisting of increases in accounts receivable of $8,409, prepaid expenses of $5,000 and other current assets of $796,748, and decreases in accounts payable $29,278, accrued expenses of $60,579, and note payable of $15,765. In 2014, the net cash used in operating activities consisted primarily of our net loss of $317,213, adjusted primarily by depreciation and amortization of $15,755, amortization of discount of $75,474 and gain on re-measurement of derivative of $90,118, and changes in operating assets and liabilities consisting of increases in accounts receivable of $7,965, prepaid expenses of $10,500 and other current assets of $1,281, and decreases of accounts payable of $31,906 and accrued expenses of $63,849.

Investments

We did not have any cash used for investing activities in the years ended December 31, 2015 and had $4,060 related to the purchase of property and equipment in the year ended December 31, 2014.

Financing

Our net cash provided by financing activities for the year ended December 31, 2015 was $932,997, compared to $107,500 for the year ended December 31, 2014. For 2015, our financing activities related to increase in long term debt of $13,038 and preferred stock issued for assets of $919,959. For 2014, our financing activities related to preferred stock issued for assets of $2,000 and proceeds from convertible debt of $105,500.

Contractual Obligations

As of December 31, 2015, we had the following contractual obligations for 2016 through 2020:


	2016 (1)		2017		2018		2019		2020		Total

Debt obligations	$	-	$	-	$	-	$	-	$	-	$	-
Capital leases		-		-		-		-		-		-
Operating leases		-		-		-		-		-		-
	$	-	$	-	$	-	$	-	$	-	$	-

(1)

The interest amount for the contractual obligation for 2016 has been estimated.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company we are not required to provide the information required by this Item.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

For a list of financial statements and supplementary data filed as part of this Annual Report, see the Index to Financial Statements beginning at page F-1 of this Annual Report.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There are no items required to be reported under this Item.

ITEM 9A - CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (our Principal Accounting Officer), of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a – 15(c) and 15d – 15(e)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer, who are our principal executive officer and principal financial officers, respectively, concluded that, as of the end of the period ended December 31, 2015, our disclosure controls and procedures were not effective (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our chief executive and chief financial officers, as appropriate to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and Chief Financial Officer (our Principal Accounting Officer) do not expect that our disclosure controls or internal controls will prevent all error and all fraud. No matter how well conceived and operated, our disclosure controls and procedures can provide only a reasonable level of assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the company's operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

(b) Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer (our Principal Financial Officer), and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States and includes those policies and procedures that:

•

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets;

•

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and


•	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2015. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment, Management has identified the following three material weaknesses that have caused management to conclude that, as of December 31, 2015, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:

1. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

2. We have not documented our internal controls. We have limited policies and procedures that cover the recording and reporting of financial transactions and accounting provisions. As a result we may be delayed in our ability to calculate certain accounting provisions. While we believe these provisions are accounted for correctly in the attached audited financial statements our lack of internal controls could lead to a delay in our reporting obligations. We were required to provide written documentation of key internal controls over financial reporting beginning with our fiscal year ending December 31, 2009. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

3. Effective controls over the control environment were not maintained. Specifically, a formally adopted written code of business conduct and ethics that governs our employees, officers, and directors was not in place. Additionally, management has not developed and effectively communicated to our employees its accounting policies and procedures. This has resulted in inconsistent practices. Further, our Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

(c) Remediation of Material Weaknesses

In order to remediate the material weakness in our documentation, evaluation and testing of internal controls, we hope to hire additional qualified and experienced personnel to assist us in remedying this material weakness.

(d) Changes in Internal Control over Financial Reporting

There are no changes to report during our fiscal quarter ended December 31, 2015.

ITEM 9B – OTHER INFORMATION

There are no events required to be disclosed by the Item.

PART III

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following table sets forth the names and ages of our directors and executive officers as of December 31, 2015, the principal offices and positions with the Company held by each person and the date such person became a director or executive officer of the Company. The executive officers of the Company are elected annually by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation, or removal by the Board of Directors. Unless described below, there are no family relationships among any of the directors and officers.


Name	Age	Position(s)

Thomas E. Skala	69	President and Director

Mark A. Newgreen	53	Chief Financial Officer and Director

Randall L. Skala	47	Secretary, Chief Operating Officer and Director

Stuart C. Scamman	55	Chief Technology Officer and Director

Thomas E. Skala is our President and a member of our Board of Directors, positions he has held since April 9, 2015. Mr. Skala is the main inventor of the technology utilized by AllCom has served as AllCom’s Chief Executive Officer since AllCom’s inception in 1997. From 1974 to 1977, Mr. Skala was President of MCB Systems, a provider of a private label credit card services nationwide. In 1976 Mr. Skala founded Electronic Financial Systems, which in 1981 became Electronic Clearing House. Mr. Skala served as both President and Chairman for ten years of the two related firms: Electronic Clearing House, an electronic credit card processing company, which was eventually sold to Intuit, (NASADAQ: INTU); and General Credit Leasing Corporation, a provider of specialty equipment and leasing services for point-of-sale and other transaction management devices. In 1989 Mr. Skala became Chairman of InfoUSA, a position he still holds.

Mark A. Newgreen is our Chief Financial Officer and a member of our Board of Directors, positions he has held since January 12, 2015. Mr. Newgreen has served as AllCom’s Chief Financial Officer since April 9, 2015, a position he still holds. Prior to joining AllCom, from March 2008 until December 31, 2014 Mr. Newgreen was the Chief Financial Officer of Cascade Finance Partners, growing investment banking / private equity group which acquired or started up numerous companies in a variety of industries. Cascade’s portfolio included GameWorks Entertainment (acquired from Sega during Mark’s tenure), JBC Entertainment (Jillian’s chain bolted onto the Sega Acquisition), Colorlabs Enterprises, (postal/addressing machine ink cartridges), IOG Products (impact sensors for shipping), CDC Data (Scanners), and Kamako Manufacturing (proprietary equipment used on oil rigs). Prior to joining Cascade, Mr. Newgreen spent several years (2001 – 2007) as Chief Financial Officer of Coldwell Banker Commercial Advisory Services Group where he was involved with valuations, feasibility studies, and various repositioning analysis. He also assisted with raising both debt and equity capital for a variety of development projects. Prior to these positions, Mr. Newgreen’s resume includes positions as the Senior Vice President of Underwriting at Coast Business Credit and twelve years in public accounting at KPMG Peat Marwick. Mr. Newgreen is a California licensed Certified Public Accountant and holds a bachelor’s degree from California State University, Fullerton with concentrations in both accounting and management information systems. Previously, Mark spent 3 years studying at University of California, Irvine in its Engineering and Computer Science departments.

Randall L. Skala is our Secretary, Chief Operating Officer and a member of our Board of Directors, positions he has held since April 9, 2015. Mr. Skala has been the Secretary and Chief Operating Officer of AllCom since AllCom’s inception in 1997. In these positions, Mr. Skala has been responsible for creating many of the key operational guidelines by which the company operates today. Prior to his time at AllCom, Mr. Skala was Technical Support Manager for Infotainment Network, where he developed a powerful understanding of maintaining a full-time, always ready, information delivery service. From there, Skala went on to become Technical and Operations manager of Infotrust Telco, a provider of national and international calling card and value-add telecom services, before moving up to VP of Operations.

Stuart C. Scamman is our Chief Technology Officer and a member of our Board of Directors, positions he has held since April 9, 2015. Mr. Scamman has been the Chief Technology Officer of AllCom since AllCom’s inception in 1997. In this position, Mr. Scamman has been the chief architect of AllCom’s product designs and overall technical strategy. He the primary person responsible for giving AllCom’s product line a consistent look and feel, as well as its thorough integration. Prior to joining AllCom, Mr. Scamman developed telecommunications software on a variety of platforms and was also responsible for developing and maintaining large, integrated database applications in conjunction with the telecom programs, at Telecom Technologies.

Family Relationships

Mr. Thomas E. Skala and Mr. Randall L. Skala are father and son, respectively. There are no other family relationships between or among the above Directors, executive officers or persons nominated or charged by us to become directors or executive officers.

Conflicts of Interest

Potential conflicts of interest are inherent in the relationships between the Company and its officers and directors. From time to time, one or more of the Company’s affiliates may form or hold an ownership interest in and/or manage other businesses both related and unrelated to the type of business that we own and operate. These persons expect to continue to form, hold an ownership interest in and/or manage additional other businesses which may compete with the Company’s business with respect to operations, including financing and marketing, management time and services and potential customers. These activities may give rise to conflicts between or among the interests of the Company and other businesses with which the Company’s affiliates are associated. The Company’s affiliates are in no way prohibited from undertaking such activities, and neither the Company nor its shareholders will have any right to require participation in such other activities. Further, because the Company intends to transact business with some of its officers, directors and affiliates, as well as with firms in which some of its officers, directors or affiliates have a material interest, potential conflicts may arise between the respective interests of us and these related persons or entities. The Company believes that such transactions will be effected on terms at least as favorable to the Company as those available from unrelated third parties.

With respect to transactions involving real or apparent conflicts of interest, the Company has adopted policies and procedures which require that: (i) the fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization or approval, (ii) the transaction be approved by a majority of the Company’s disinterested outside directors, and (iii) the transaction be fair and reasonable to the Company at the time it is authorized or approved by its directors.

The Company’s policies and procedures regarding transactions involving potential conflicts of interest are not in writing. The Company understands that it will be difficult to enforce its policies and procedures and will rely and trust its officers and directors to follow the policies and procedures. The Company will implement our policies and procedures by requiring the officer or director who is not in compliance with its policies and procedures to remove himself and the other officers and directors will decide how to implement the policies and procedures, accordingly.

Involvement in Certain Legal Proceedings

To the best of its knowledge, none of the Company’s directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree, or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence – Transactions with Related Persons,” none of its directors, director nominees, or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates, or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers and persons who own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. During the most recent fiscal year, to the Company’s knowledge, the following delinquencies occurred:


Name	No. of Late Reports	No. of Transactions Reported Late	No. of Failures to File
Thomas E. Skala	0	0	1
Mark A. Newgreen	0	0	1
Randall L. Skala	0	0	1
Stuart C. Scamman	0	0	1

Board Meetings and Committees

During the 2014, 2015 and 2016 fiscal year to date, the Board of Directors met on a regular basis and took written action on numerous other occasions. All the members of the Board of Directors attended the meetings. The written actions were by unanimous consent.

Code of Ethics

The Company has not adopted a written code of ethics, because it believes and understands that its officers and directors adhere to and follow ethical standards without the necessity of a written policy.

Audit Committee

The Company does not currently have an audit committee.

Compensation Committee

The Company does not currently have a compensation committee.

ITEM 11 - EXECUTIVE COMPENSATION

The particulars of compensation paid to the following persons:


	(a)	all individuals serving as our principal executive officer during the year ended December 31, 2015;

	(b)	each of our two most highly compensated executive officers other than our principal executive officer who were serving as executive officers at December 31, 2015 who had total compensation exceeding $100,000; and

	(c)	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at December 31, 2015,

who we will collectively refer to as the named executive officers, for the years ended December 31, 2015 and 2014, are set out in the following summary compensation table:

Summary Compensation

The following table provides a summary of the compensation received by the persons set out therein for each of our last two fiscal years:


Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation ($)	All Other Compensation ($)		Total ($)

Thomas E. Skala⁽¹⁾	2015		38,000		-0-	-0-	-0-	-0-	-0-		-0-		38,000
President and Director	2014		N/A		N/A	N/A	N/A	N/A	N/A		N/A		N/A

Mark A. Newgreen⁽²⁾	2015		38,000		-0-	-0-	-0-	-0-	-0-		-0-		38,000
CFO and Director	2014		N/A		N/A						N/A		N/A

Randall L. Skala⁽³⁾	2015		38,000		-0-	-0-	-0-	-0-	-0-		-0-		38,000
Secretary, COO and Director	2014		N/A		N/A	N/A	N/A	N/A	N/A		N/A		N/A

Stuart C. Scamman⁽⁴⁾	2015		-0-		-0-	-0-	-0-	-0-	-0-		-0-		-0-
CTO and Director	2014		N/A		N/A	N/A	N/A	N/A	N/A		N/A		N/A

Thomas Nix ⁽⁵⁾⁽⁶⁾	2015		33,000		-0-	-0-	-0-	-0-	-0-		-0-		33,000
Former	2014	$	86,000	$	-0-	-0-	-0-	-0-	-0-		-0-	$	86,000
Chief Executive Officer

Stephen Spencer ⁽⁵⁾⁽⁶⁾	2015		-0-		-0-	-0-	-0-	-0-	-0-		-0-		-0-
Former	2014	$	50,000	$	-0-	-0-	-0-	-0-	-0-		15,000	$	65,000
Chief Financial Officer
and Secretary

(1)

Mr. Thomas Skala was appointed as our President and to our Board of Directors on April 9, 2015.

(2)

Mr. Newgreen was appointed as our Chief Financial Officer and to our Board of Directors on April 9, 2015.

(3)

Mr. Randall Skala was appointed as our Secretary, Chief Operating Officer and to our board of directors on April 9, 2015.

(4)

Mr. Scamman was appointed as our Chief Technical Officer and to our board of directors on April 9, 2015.

(5)

Effective June 4, 2013, Mr. Nix and Mr. Spencer were appointed to our board of directors and named executive officers in connection with the issuance of 99,000,000 shares of our common stock to Summit Digital Holdings, Inc. In connection with the change in control transaction, Mr. Nix was appointed as our President and Chief Executive Officer and Mr. Spencer was appointed our Chief Financial Officer. Both Nix and Spencer were awarded $50,000 in accrued compensation in 2014. The accrued compensation will be paid when the funds are available to us.

(6)

Upon the closing of the Share Exchange Agreement with AllCom on April 9, 2015, Thomas Nix submitted his resignation as our Chief Executive Officer and Stephen Spencer submitted his resignation as our Chief Financial Officer and Secretary.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information concerning outstanding stock awards held by the Named Executive Officers for fiscal year 2015:


	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number Of Shares or Units of Stock That Have Not Vested (#)	Market Value Of Shares Or Units Of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number Of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

Thomas E. Skala	-0-	-0-	-0-	-0-	-	-0-	-0-	-0-	-0-

Mark A. Newgreen	-0-	-0-	-0-	-0-	-	-0-	-0-	-0-	-0-

Randall L. Skala	-0-	-0-	-0-	-0-	-	-0-	-0-	-0-	-0-

Stuart C. Scamman	-0-	-0-	-0-	-0-	-	-0-	-0-	-0-	-0-

Thomas Nix	-0-	-0-	-0-	-0-	-	-0-	-0-	-0-	-0-

Stephen Spencer	-0-	-0-	-0-	-0-	-	-0-	-0-	-0-	-0-

Employment Contracts

We do not have employment agreements with our employees.

Long-Term Incentive Plans. We do not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans and has no intention of implementing any of these plans for the foreseeable future.

Employee Pension, Profit Sharing or other Retirement Plans. We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although it may adopt one or more of such plans in the future.

Outstanding Equity Awards at Fiscal Year-End

There were no outstanding stock options or stock appreciation rights granted to our executive officers and directors at December 31, 2015.

Aggregated Option Exercises

There were no options exercised by any officer or director of our company during our twelve month period ended December 31, 2015.

Long-Term Incentive Plan

Currently, our company does not have a long-term incentive plan in favor of any director, officer, consultant or employee of our company.

Director Compensation

The following table sets forth director compensation for 2015:


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)

Thomas E. Skala	-0-	-0-		-0-	-0-	-0-	-0-	-0-
Mark A. Newgreen	-0-	-0-		-0-	-0-	-0-	-0-	-0-

Randall L. Skala	-0-		-0-	-0-	-0-	-0-	-0-	-0-

Stuart C. Scamman	-0-		-0-	-0-	-0-	-0-	-0-	-0-

Thomas Nix¹	-0-		-0-	-0-	-0-	-0-	-0-	-0-

Stephen Spencer²	-0-		-0-	-0-	-0-	-0-	-0-	-0-

¹ Mr. Nix resigned as a member of our Board of Directors effective April 9, 2015.

² Mr. Spencer resigned as a member of our Board of Directors effective April 9, 2015.

No director received compensation for the fiscal years December 31, 2015 and December 31, 2014. We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of April 8, 2016, certain information with respect to our equity securities owned of record or beneficially by (i) each Officer and Director of the Company; (ii) each person who owns beneficially more than 5% of each class of the Company’s outstanding equity securities; and (iii) all Directors and Executive Officers as a group.

Common Stock⁽¹⁾


Name and Address of Beneficial Owner⁽²⁾	Nature of Beneficial Ownership	No. of Shares		Percent of Class	Percent of Total Voting Rights⁽⁷⁾

Thomas E. Skala ⁽³⁾⁽⁴⁾	President and Director	250,000		1.1%	<1%

Mark A. Newgreen ⁽³⁾⁽⁴⁾	CFO and Director	250,000		1.1%	<1%

Randall L. Skala ⁽³⁾⁽⁴⁾	Secretary, COO and Director	250,000		1.1%	<1%

Stuart C. Scamman ⁽³⁾⁽⁴⁾	CTO and Director	250,000		1.1%	<1%

AllCom⁽⁵⁾ 4570 South Eastern Avenue, Suite 26-221 Las Vegas, Nevada 89119	5% Shareholder	17,924,655		77.2%	10.66%

All Officers and Directors as a Group (4 persons)		18,924,655	⁽⁶⁾	81.5%	11.25%

(1)

As of April 12, 2016, there were 23,217,005 shares of common stock outstanding (post reverse stock split). Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for the purposes of computing the percentage of any other person.

(2)

Unless indicated otherwise, the address of the shareholder is 4570 South Eastern Avenue, Suite 26 – 221, Las Vegas, Nevada 89119.

(3)

Indicates an officer and/or director of the Company.

(4)

Indicates an executive officer of AllCom, but such individual does not exert control over securities owned by AllCom and is not attributed ownership of securities owned by AllCom, except Mr. Skala, who owns, together with a family trust, approximately 67% of AllCom’s outstanding voting control.

(5)

All of our officers and directors own stock of AllCom, and together control approximately 82% of AllCom’s outstanding voting rights, including Mr. Skala, who owns, together with a family trust, approximately 67% of AllCom’s outstanding voting control.

(6)

Due to approximately 82% of AllCom’s voting securities being controlled by our officers and directors, AllCom’s securities have been attributed to our officers and directors as a group for the purpose of this table.

(7)

Calculated based on a total of 168,160,866 votes outstanding, consisting of 23,217,005votes from common stockholders and 144,160,866 votes from Series C Preferred Stock holders.

Series C Preferred Stock⁽¹⁾


Name and Address of Beneficial Owner⁽²⁾	Nature of Beneficial Ownership	No. of Pre-Split Shares	Percent of Class	Percent of Total Voting Rights⁽⁸⁾

Thomas E. Skala ⁽³⁾⁽⁴⁾	President and Director	0	0%	0%

Mark A. Newgreen ⁽³⁾⁽⁴⁾	CFO and Director	0	0%	0%

Randall L. Skala ⁽³⁾⁽⁴⁾	Secretary, COO and Director	0	0%	0%

Stuart C. Scamman ⁽³⁾⁽⁴⁾	CTO and Director	0	0%	0%

AllCom⁽⁶⁾ 4570 South Eastern Avenue, Suite 26-221 Las Vegas, Nevada 89119	5% Shareholder	10,000,000⁽⁵⁾⁽⁶⁾	100%	86.2%

All Officers and Directors as a Group (4 persons)		10,000,000⁽⁷⁾	100%	86.2%

(1)

As of April 12, 2016, there were 10,000,000 shares of Series C Convertible Preferred Stock outstanding. Shares subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for the purposes of computing the percentage of any other person.

(2)

Unless indicated otherwise, the address of the shareholder is 4570 South Eastern Avenue, Suite 26 – 221, Las Vegas, Nevada 89119.

(3)

Indicates an officer and/or director of the Company.

(4)

(5)

These shares of Series C Convertible Preferred Stock are convertible into 144,994,200 shares of our post-stock split common stock.

(6)

(7)

(8)

Calculated based on a total of 168,160,866 votes outstanding, consisting of 23,217,005 votes from common stockholders and 144,160,866 votes from Series C Preferred Stock holders.

Change in Control

As a result of the Share Exchange Transaction with AllCom, we issued AllCom (i) 125,798,890 shares of our Common Stock, restricted in accordance with Rule 144, (ii) 5,000,000 shares of our Series B Convertible Preferred Stock, restricted in accordance with Rule 144, with the rights and preferences in the Certificate of Designation for the Series B Convertible Preferred Stock attached hereto, and (iii) 10,000,000 shares of our Series C Convertible Preferred Stock, restricted in accordance with Rule 144, with the rights and preferences in the Certificate of Designation for the Series C Convertible Preferred Stock attached hereto (such transaction, the “Share Exchange Transaction”), all of which shares equate to approximately 97% of our outstanding voting control (not including the shares of our Series A Convertible Preferred Stock, which as noted below, have been transferred to AllCom, but were retired when our a reverse stock split of our common stock went effective on September 9, 2015). As a result of the Share Exchange Transaction with AllCom we underwent a change in our voting control.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

On April 9, 2015, we closed the transaction contemplated by an Agreement of Exchange of Stock (the “Share Exchange Agreement”) by and between us, AllCom, a Nevada corporation (“AllCom”) and Genie Gateway, a California corporation (“Genie”), dated as of January 30, 2015, as amended, pursuant to which AllCom transferred to us 100% of the common stock of Genie in exchange for the issuance of: (i) 1,257,989 shares of our Common Stock, restricted in accordance with Rule 144, (ii) 5,000,000 shares of our Series B Convertible Preferred Stock, and (iii) 10,000,000 shares of our Series C Convertible Preferred Stock, all of which shares equate to approximately 97% of our outstanding voting control (not including the shares of our Series A Convertible Preferred Stock, which were retired once our reverse stock split of our common stock went effective on September 9, 2015). As a result of closing this transaction, Genie became our wholly-owned subsidiary and now, in addition to managing our cable operations that we control through our subsidiary, Summit Digital, Inc., we are now also in the business of being a unified solutions company offering communications and payment processing on a single platform that blends business products and services - traditionally purchased from multiple vendors - into one seamless service, through Genie.

AllCom is now our largest shareholder and our officers and directors, as a group, control approximately 82% of AllCom’s outstanding voting rights.

We currently have a licensing arrangement with AllCom, under which AllCom is required to pay us $100,000 or 50% of gross profit, whichever is greater, per quarter in exchange for licensing the intellectual property related to our products and services. AllCom plans to market those products to certain industries where we do not plan on selling our products.

Corporate Governance

As of December 31, 2015, our Board of Directors consisted of Thomas E. Skala, Mark A. Newgreen, Randall L. Skala and Stuart C. Scamman. As of December 31, 2015, we did not have any directors that qualified as “independent directors” as the term is used in NASDAQ rule 5605(a)(2).

ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit fees

The aggregate fees billed for the two most recently completed fiscal periods ended December 31, 2015 and December 31, 2014 for professional services rendered by Pinaki & Associates, LLC (“Pinaki”) for the audit of our annual consolidated financial statements, quarterly reviews of our interim consolidated financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:


	Year Ended December 31, 2015	Year Ended December 31, 2014
Audit Fees and Audit Related Fees	$12,000	$12,000
Tax Fees	$0	$0
All Other Fees	$0	$0
Total	$12,000	$12,000

In the above table, “audit fees” are fees billed by our company’s external auditor for services provided in auditing our company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of our company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors

The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors before the respective services were rendered.

The board of directors has considered the nature and amount of fees billed by Pinaki and believes that the provision of services for activities unrelated to the audit is compatible with maintaining Pinaki’s independence.

PART IV

ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1)

Financial Statements

For a list of financial statements and supplementary data filed as part of this Annual Report, see the Index to Financial Statements beginning at page F-1 of this Annual Report.

(a)(2)

Financial Statement Schedules

We do not have any financial statement schedules required to be supplied under this Item.

(a)(3)

Exhibits

Refer to (b) below.

(b)

Exhibits


Item No.		Description


(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed with the Commission on December 26, 2007)
3.2	Bylaws (incorporated by reference from our Registration Statement on Form SB-2 filed with the Commission on December 26, 2007)
3.3	Certificate of Amendment of Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed with the Commission on December 26, 2007)
3.4	Certificate of Designation for WWA Group, Inc. Series B Preferred Stock (incorporated by reference from our Current Report on Form 8-K filed with the Commission on April 10, 2015)
3.5	Certificate of Designation for WWA Group, Inc. Series C Preferred Stock (incorporated by reference from our Current Report on Form 8-K filed with the Commission on April 10, 2015).

(10)	Material Contracts
10.1	Share Exchange Agreement with Summit Digital Holdings, Inc. dated July 12, 2012 (incorporated by reference from our Current Report on Form 8-K filed with the Commission on July 17, 2012)
10.2	Agreement of Exchange of Stock (the “Share Exchange Agreement”) by and between WWA Group, Inc., AllCom, a Nevada corporation and Genie Gateway, a California corporation, dated as of January 30, 2015 (incorporated by reference from our Current Report on Form 8-K filed with the Commission on April 10, 2015)
10.3	Amendment No. 1 to the Share Exchange Agreement dated March 16, 2015 (incorporated by reference from our Current Report on Form 8-K filed with the Commission on April 10, 2015)
10.4	Amendment No. 2 to the Share Exchange Agreement dated September 30, 2015 (incorporated by reference from our Current Report on Form 8-K filed with the Commission on April 10, 2015)
10.5	Amendment No. 3 to the Share Exchange Agreement dated April 2, 2015 (incorporated by reference from our Current Report on Form 8-K filed with the Commission on April 10, 2015)

(21)	Subsidiaries of Registrant
21.1	List of Subsidiaries (incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on May 15, 2015)

(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith).
31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Accounting Officer (filed herewith).
(32)	Section 1350 Certifications
32.1
Section 1350 Certification of Chief Executive Officer (filed herewith).
32.2
Section 1350 Certification of Chief Accounting Officer (filed herewith).


101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Genie Gateway




Dated: April 19, 2016	/s/ Thomas E. Skala
	By: Thomas E. Skala
	Its: President and Chief Executive Officer (Principal Executive Officer)



Dated: April 19, 2016	/s/ Mark A. Newgreen
	By: Mark A. Newgreen
	Its: Chief Financial Officer (Principal Accounting Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.




Dated: April 19, 2016	/s/ Thomas E. Skala
	By: Thomas E. Skala, Director, President and Chief Executive Officer (Principal Executive Officer)

Dated: April 19, 2016	/s/ Mark A. Newgreen
	By: Mark A. Newgreen, Director and Chief Financial Officer (Principal Accounting Officer)

Dated: April 19, 2016	/s/ Randall L. Skala
	By: Randall L. Skala, Director, Secretary and Chief Operating Officer

Dated: April 19, 2016	/s/ Stuart C. Scamman
	By: Stuart C. Scamman, Director and Chief Technical Officer

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX

Page

Financial Statements:

Report of Independent Registered Public Accounting Firm

F-2

Consolidated Balance Sheet

F-3

Consolidated Statement of Operations

F-4

Consolidated Statements of Comprehensive Loss

F-5

Consolidated Statements of Changes in Stockholders' Equity

F-6

Consolidated Statement of Cash Flows

F-7

Notes to Consolidated Financial Statements

F-8

Supplementary Data

Not applicable

F-1

Pinaki & Associates LLC

Certified Public Accountants

625 Barksdale Rd., Ste# 113

Newark, DE 19711

Phone: 408-896-4405 | pmohapatra@pinakiassociates.com

To The Board of Directors

Genie Gateway

107 W. Bridge St., Portland

MI 48875

We have audited the accompanying consolidated balance sheets of Genie Gateway and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of income, stockholders’ equity and cash flows for the years ended December 31, 2015 and 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of WWA Group, Inc. and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of income, stockholders’ equity and cash flows for the years ended December 31, 2014 and 2013, in conformity with accounting principles generally accepted in the United States of America.

s/d

Pinaki & Associates, LLC

Newark, DE

April 14, 2016

F-3


Genie Gateway
Consolidated Balance Sheets

	December 31,		December 31,
	2015		2014
ASSETS
Current assets:
Cash	$	75,144	$	11,833
Accounts Receivable		32,755		24,346
Prepaid Expenses		5,000		-
Other current assets		800,000		3,252

Total current assets		912,899		39,431
Property and Equipment (net)		145,605		157,737

Total Assets	$	1,058,504	$	197,168

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payables		80,730		110,008
Accrued expenses		139,399		199,978
Convertible notes payable (net)		-		15,765
Current portion of long term debt		3,500		2,337

Total current liabilities		223,629		328,088

Long term debt		11,875		-

Total liabilities	$	235,504	$	328,088

Stockholders' equity:
Preferred stock - Series C, $0.001 par value, 100,000,000 shares authorized
10,000,000 shares issued and outstanding		2,000		2,000
Common stock, $0.001 par value, 800,000,000 shares authorized;
21,667,005 and 100,000,000 shares respectively issued and outstanding		350,358		241,917
Additional paid-in capital		992,486		180,968
Retained earnings		(408,196)		(442,157)
Recapitalization pursuant to reverse acquisition		(113,648)		(113,648)

Total stockholders' equity:		823,000		(130,920)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,058,504	$	197,168

The accompanying notes are integral part of these financials statements.

F-3


Genie Gateway
Consolidated Statements of Operations

	Year Ended December 31,
		2015		2014

Net revenues:
Revenue from Cable/Internet sales	$	503,583	$	524,163
Royalty revenue		300,000		-
Total net revenues		803,583		524,163

Cost of Goods Sold		251,421		309,644

Gross Income		552,162		214,519
Operating expenses:
General, selling and administrative expenses		372,116		240,766
Salaries and wages		169,626		216,723
Depreciation		13,852		15,755

Total operating expenses		555,594		473,244

Income (loss) from operations		(3,432)		(258,725)

Other income (expense)
Interest income (expense)		(2,656)		(173,199)
Gain (loss) on derivative liability		121		90,118
Other income (expense)		39,958		24,593

Total other income (expense)		37,423		(58,488)

Income (loss) before income tax		33,991		(317,213)

Provision for income taxes

Net income (loss)	$	33,991	$	(317,213)

Basic income (loss) per share	$	-	$	-
Diluted income (loss) per share	$	-	$	-
Weighted average shares - Basic		167,434,410		167,434,410
Weighted average shares - Diluted		167,434,410		167,434,410

The accompanying notes are integral part of these financials statements.

F-4


Genie Gateway
Consolidated Statement of Shareholder's Equity

															Total
								Additional							Stockholders'
	Preferred Stock			Common Stock				Paid-in		Recapital-		Accumulated			Equity
	Shares	Amount		Shares	Amount			Capital		ization		Deficit			(Deficit)

Balance, December 31, 2012				990,000		99,000			-		(99,000)		(35,968)		(35,968)
Stock issued for services				10,000		1,000			17,000						18,000
Recapitalization									137,253		(14,648)				122,605
(Loss) for the year ended
December 31, 2013													(88,976)		(88,976)

Balance, December 31, 2013				1,000,000		100,000		$	154,253	$	(113,648)	$	(124,944)	$	15,661
Stock issued for cash	2,000,000		2,000												2,000
Stock issued for debt				100,000		10,000			(9,000)						1,000
Stock issued for convertible debt				1,329,170		132,917			52,715						185,632
Stock returned for accounts payable				(10,000)		(1,000)			(17,000)						(18,000)
(Loss) for the year ended
December 31, 2014													(317,213)		(317,213)

Balance, December 31, 2014	2,000,000		2,000	2,419,170		241,917		$	180,968	$	(113,648)	$	(442,157)	$	(130,920)

Stock issued for assets				1,333,334		108,441			811,518						919,959
Stock retired in conjuction with Merger	(2,000,000)		(2,000)												-
Stock retired in conjuction with Merger	5,000,000		5,000												-
Stock converted to common stock	(5,000,000)		(5,000)	16,656,512		-	-		-						-
Stock issued in conjuction with Merger	10,000,000		10,000	1,257,989		-	-		-						-

Income for the year ended													33,961		33,961
Balance, December 31, 2015	10,000,000		10,000	21,667,005		350,358		$	992,486	$	(113,648)	$	(408,196)	$	823,000

The accompanying notes are an integral part of these consolidated financial statements.

F-5


Genie Gateway
Consolidated Statements of Cash Flows

	For the Year Ended December 31,
	2015		2014
CASH FLOWS FROM OPERATING ACTIVITIES

Net income ( loss)	$	33,991	$	(317,213)
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization		12,102		15,755
Ammortization of discount		-		75,474
(Gain) Loss on re-measurement of derivative		-		(90,118)

Changes in operating Assets and Liabilities:
Decrease (increase) in:
Accounts receivable		(8,409)		7,965
Prepaid Expenses		(5,000)		10,500
Other current assets		(796,748)		1,281
Increase (decrease) in:
Accounts Payable		(29,278)		31,906
Accrued Expenses		(60,579)		63,849
Note Payable		(15,765)		-
Net Cash Provided (Used) in Operating Activities		(869,686)		(200,601)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment		-		(4,060)
Net Cash Provided (Used) by Investing Activities		-		(4,060)

CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of Long term debt		-		-
Increase in long term debt		13,038		-
Preferred stock issued for assets		919,959		2,000
Proceeds from convertible debt		-		105,500
Net Cash Provided by Financing Activities		932,997		107,500

Long-term debt reclassified to short-term		-		(8,653)
Effect of recapitalization		-		-
Forgiveness of debt		-		-
Convertible debt discount		-		(100,944)
Derivative Liability		-		168,010
Common stock redeemed for accounts payable		-		(18,000)
Common stock issued for services
Common stock issued for debt		-		57,367

NET INCREASE IN CASH		63,311		619

CASH AT BEGINNING OF PERIOD		11,833		11,214
CASH AT END OF PERIOD	$	75,144	$	11,833

The accompanying notes are an integral part of these consolidated financial statements.

F-6

Genie Gateway Notes to Consolidated Financial Statements

December 31, 2015 and 2014

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and Organization

The following unaudited consolidated balance sheets and statements of operations give effect to WWA

Agreement of Exchange of Stock (the “Share Exchange Agreement”) by and between us, AllCom, a Nevada corporation (“AllCom”) and Genie Gateway, a California corporation (“Genie”), dated as of January 30, 2015, as amended, and consummated April 9, 2015 pursuant to which AllCom transferred to us 100% of the common stock of Genie in exchange for the issuance of: (i) 125,798,890 shares of our Common Stock, restricted in accordance with Rule 144, (ii) 5,000,000 shares of our Series B Convertible Preferred Stock, and (iii) 10,000,000 shares of our Series C Convertible Preferred Stock, all of which shares equate to approximately 97% of our outstanding voting control (not including the shares of our Series A Convertible Preferred Stock, which will be retired once we effect a reverse stock split of our common stock). As a result of closing this transaction, Genie became our wholly-owned subsidiary and now, in addition to managing our cable operations that we control through our subsidiary, Summit Digital, Inc., we are now also in the unified solutions business of being a unified communications and payment processing platform that blends business products and services - traditionally purchased from multiple vendors - into one seamless service, through Genie.

The acquisition was accounted for as a recapitalization effected by a share exchange, wherein Genie Gateway is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their historical book value and no goodwill has been recognized, as required by the rules and regulations of the SEC.

On June 26, 2015 the Company filed its Definitive 14-C document with the Securities and Exchange Commission to recapitalize The Company, including but not limited to, reducing the number of authorized common shares from 800M to 500M shares, a 100 to 1 reverse stock split of its outstanding common shares, the elimination of Class A preferred stock, and changing the name of the Company from WWA Group Inc. to Genie Gateway. The Company also filed the necessary documents with FINRA requesting to change its stock trading symbol from “WWAG” to “ GGWY”. The name change and reverse stock split went effective with FINRA on September 9, 2015. The symbol change went effective in the middle of October 2015.

Accounting Basis

F-7

Genie Gateway Notes to Consolidated Financial Statements

December 31, 2015 and 2014

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash or cash equivalents. As of December 31, 2015 and 2015, there were no cash and cash equivalents held with a bank as compensating balance against borrowing arrangements.

Accounts Receivable

balances are written off immediately after determination has been made. The Company’s trade accounts receivable was $32,755 and $24,346 at December 31, 2015 and 2014, respectively.

Fair Value of Financial Instruments

Impaired Asset Policy

Basic (Loss) per Common Share

Dividend Policy

The Company has not adopted a policy regarding payment of dividends. No dividends have been paid during any of the periods shown.

F-8

Genie Gateway Notes to Consolidated Financial Statements

December 31, 2015 and 2014

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition

The Company recognizes revenue when goods or services are delivered to and accepted by the customer and collection is reasonably assured.

Property and Equipment

Property and Equipment, cont.


Category		Depreciation Term
Office and cable/internet equipment		5 years
Internet tower Cable plant and head end assets		15 years 20 years

Provision for Taxes

F-9

Genie Gateway Notes to Consolidated Financial Statements

December 31, 2015 and 2014

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing a merger with an existing operating company. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31, 2015 and 2014:

Office and cable/internet equipment

$ 16,043

$ 20,967

Internet tower

11,875

Cable plant and head end assets

5,512

175,000

Total property and equipment

33,430

207,842

Less: accumulated depreciation

(22,394)

(50,105)

Equals: Property and equipment, net

$ 11,036

$ 157,737

Depreciation expense for the years ended December 2015 and 2014 was $13,852 and $15,755 respectively.

F-10

Genie Gateway Notes to Consolidated Financial Statements

December 31, 2015 and 2014

NOTE 4 – INCOME TAXES

for investment tax credits. Under this method, a credit is recognized as a reduction of income tax expense in the year the credit is utilized.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

The Company leases its office facilities under operating leases on a month to month basis.

NOTE 7 – BUSINESS COMBINATION

Acquisitions made by the Company are accounted for under the purchase method of accounting. Under this method, the estimated fair value of assets acquired and liabilities assumed and the results of operations of the acquired business are included in the Company’s financial statements from the effective date of the acquisition.

NOTE 8 - SUBSEQUENT EVENTS

In accordance with ASC 855, Company management reviewed all material events through the date of this filing, and there are no material subsequent events to report other than those reported.

F-11

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