Annual Report (10-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K


x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 333-192156

WORLD MEDIA & TECHNOLOGY CORP.

(Exact Name of Registrant as Specified in its Charter)


Nevada		46-1204713
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

600 Brickell World Plaza, Suite 1775, Miami, Florida		33131
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number including area code: (347) 717-4966

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

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]

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 [ ]

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

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

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

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if a smaller reporting company)

Smaller reporting company [x]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ]

No [x]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter.

As of June 30, 2014, the aggregate market value of voting stock held by non-affiliates of the registrant, based on the price at which the common equity was sold, was $1,610,000, as 3,220,000 shares were held by non-affiliates. As of June 30, 2014, the registrant had 4,000,000 shares of Common Stock outstanding held by the registrant's directors and officers.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. The registrant had 28,581,000 shares of common stock issued and outstanding as of April 14, 2015.

DOCUMENTS INCORPORATED BY REFERENCE

Articles of Incorporation, Bylaws and Subscription Agreement are incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on November 7, 2013.

Stock Purchase Agreements between World Assurance Group, Inc. and the registrant and registrant’s shareholders

Table of Contents


		Page
	PART I

Item 1	Business	4
Item 1A	Risk Factors	6
Item 2	Properties	15
Item 3	Legal Proceedings	15
Item 4	Mine Safety Disclosures	15

	PART II

Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6	Selected Financial Data	16
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	19
Item 8	Financial Statements and Supplementary Data	20
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	21
Item 9A	Controls and Procedures	21

	PART III

Item 10	Directors and Executive Officers and Corporate Governance	21
Item 11	Executive Compensation	23
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	25
Item 13	Certain Relationships and Related Transactions	25
Item 14	Principal Accountant Fees and Services	27

	PART IV

Item 15	Exhibits, Financial Statement Schedules	27

	Signatures	29

WORLD MEDIA & TECHNOLOGY CORP.

FORWARD LOOKING STATEMENTS

This Annual Report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

the uncertainty of profitability based upon our history of losses;

risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;

risks related to our international operations and currency exchange fluctuations; and

other risks and uncertainties related to our business plan and business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward- looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common stock” refer to the common shares in our capital stock.

As used in this annual report, the terms “we”, “us”, “our”, the “Company”, “WRMT” and “World Media & Technology Corp.” mean World Media & Technology Corp. unless otherwise indicated.

Item 1. BUSINESS

Our Business

Organizational History

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

On October 29, 2014, World Assurance Group, Inc. (WDAS) acquired 7,095,000 of the outstanding common stock that resulted in a change of control of the Company and with it a change in the Company’s business plan from a brokerage and brand consultancy firm specializing in product development, brand consultation, product launches and brokerage services to that of the design, manufacture and marketing of wearable technology products and services.

Acquisition of the Space Technology Business and related assets

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

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

Prior Operations

The Company was a brokerage, consulting and marketing firm specializing in brand consulting and new product strategy consulting for emerging brands. The Company focused on natural food products, specialty food products, and mass market grocery items that are manufactured in North America and seek new market penetration in Eastern Europe. It offered services that fall into three major categories: strategic management consulting, sales brokerage, and marketing. Its main areas of focus were serving manufacturers and distributors in the grocery, specialty food, and health supplement channels.

New Business Plan

Effective upon the consummation of the stock purchase and the change in control on October 29, 2014 described above, the Company discontinued its previous business plan and changed its business operations to focus on the design, manufacture and marketing of wearable technology products and services.

Effective October 29, 2014, the Company acquired the SPACE technology business and certain related assets, from WDAS’ subsidiary company, World Global Assets Pte Ltd (WGA), an affiliate company (See Item 13: Related Party Transactions) to continue the development and commercialization of wearable computers, binocular media display glasses, wireless devices and the necessary platforms and wireless connectivity to provide its customers with an all encompassing, out-of-the-box, unique, fully-connected, rich, infotainment experience.

The Opportunity

The Company has the goal of earning stable and recurring revenues through the sale of wearable computers, binocular media display glasses, wire free devices and related wireless services to end customers around the World. The Company is planning to create a unique and rich customer infotainment experience by designing and manufacturing binocular media display glasses, marketed as ‘Lumina Glasses’ and is also planning to offer some unique communication service offerings globally.

The Company intends to initially market its wearable technology products and wireless services in the United States, where it is anticipated that the products and services will be available for sale during 2015.

What The Company Plans to Offer

The Company plans to offer wearable technology products and related wireless services, and is currently completing the development and testing of its two breakthrough products. the first product is ‘SPACE’ Computer, a wearable, fully connected, high-powered computer and the second product is ‘Lumina Glasses’, which are binocular glasses that connect to the ‘SPACE’ Computer (and other computers) and deliver clear, infinity view images.

The Company also plans to offer customers the opportunity to become a subscriber to the Company’s proposed unified cloud based communications platform, ‘SPACE Works’, and its ‘SPACE Wireless’ service, which will be available initially in the United States. The Company also plans to distribute its devices with its SPACE Wireless service embedded and pre-enabled as part of its turnkey offering. Consequently, other wireless service providers will not be given the opportunity to supply the initial service and SPACE Wireless will ensure a complete service offering and therefore increase subscriber adoption and retention.

Growth Strategy

The Company’s goal is to develop and commercialize its wearable technology products and related wireless services so that it can establish and build an industry-leading position as a unique, market leading, wearable device solution provider and provider of data and wireless services. The Company intends to pursue the following strategies in an attempt to achieve this goal.

Sales and Marketing

The Company is currently negotiating distribution agreements with leading international direct sales companies to engage in marketing and selling the Company’s proprietary devices and services to technology savvy users, who subscribe to the offering. It is expected that SPACE Works and SPACE Wireless services will be available as a monthly subscription service. SPACE Works is expected to have different price plans depending on the levels of functionality require and SPACE Wireless will offer different pricing plans depending on the levels of data required.

The Company plans to successfully leverage the uniqueness of SPACE Computer and Lumina Glasses that will be exclusively available through these distribution channels .

Customers

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

Patent, Trademark, License and Franchise Restrictions and Contractual Obligations and Concessions

The Company has acquired the ‘SPACE’ brand and Lumina Glasses manufacturing relationships previously developed by World Global Assets Pte Ltd (WGA), an affiliate company (See Item 13: Related Party Transactions) to develop and commercialize the SPACE products and services.

The Company currently does not have any Patents or Trademarks for the planned products and services. The Company plans to initiate trademark registration for its products and services when they are completed and offered for sale in 2015. We rely on non-disclosure and non-compete agreements and other contractual restrictions, to establish and protect our proprietary rights to our products and related services. Employees and consultants are required to execute confidentiality and non-use agreements to automatically transfer any rights they may have in copyrightable works or patentable technologies to us.

In addition, prior to entering into discussions with potential business partners or customers regarding our business and technologies, we generally require that such parties enter into non-disclosure, non-compete and non-circumvention agreements with us as appropriate. If these discussions result in a license or other business relationship, we also generally require that the agreement setting forth the parties’ respective rights and obligations include provisions for the protection of our intellectual property rights.

Any steps taken by us may not, however, be adequate to prevent the misappropriation of our proprietary rights or technology.

Research and Development Activities

We are currently completing the manufacturing and testing of our two wearable technology products: SPACE Computer and Lumina Glasses. During the period from inception of the SPACE wearable technology and Lumina glasses business in May 2014 through to December 31, 2014, a total of $522,388 has been incurred in research and development costs. Of this balance, $454,672 was incurred while the SPACE business was owned by WDAS prior to its transfer to the Company on October 29, 2014 and $69,216 was incurred by the Company after it had acquired the business on October 29, 2014. We currently plan to spend an additional $500,000 approximately on research and development activities in the future related to continued development and testing of current and new wearable technology products and related services.

Compliance with Environmental Laws

We are not aware of any environmental laws that have been enacted, nor are we aware of any such laws being contemplated for the future, that impact issues specific to our business.

Employees

As of the date of this Annual Report we have three employees, the Company’s officers, Fabio Galdi, our President, Chief Executive Officer and Corporate Secretary, Alfonso Galdi, our Chief Financial Officer and Treasurer, and Alessandro Senatore, our Chief Operating Officer. Our officers and directors are responsible for planning, developing and operational duties, and will continue to do so throughout the early stages of our growth. The Company, in the near term, plans to hire key personnel who will ensure that product development and commercialization plans continue to be implemented.

Reports to Securities Holders

We provide an annual report that includes audited financial information to our shareholders. We will make our financial information equally available to any interested parties or investors through compliance with the disclosure rules for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements including filing Form 10K annually and Form 10Q quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549.

The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Item 1A. RISK FACTORS

An investment in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment in us. You should carefully consider the following risk factors and other information in this report before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.

Risks Related our Company

Currency translation and transaction risk may adversely affect our business, financial condition and results of operations.

Although our reporting currency is the US dollar, we expect to conduct some business and incur costs in the local currency of most countries in which we operate. As a result, we will be subject to currency translation risk. We expect a large percentage of our revenues and costs to be generated outside the United States and denominated in foreign currencies in the future. Changes in exchange rates between foreign currencies and the US dollar could affect our revenues and cost of revenues, and could result in exchange losses. We cannot accurately predict the impact of future exchange rate fluctuations on our results of operations.

Control by Principal Stockholder.

Mr. Fabio Galdi, the Company's Chairman and Chief Executive Officer and his affiliate companies beneficially own approximately 99% of our outstanding Common Stock. As a result, Mr. Galdi and his affiliate companies are, collectively, able to exercise control over all matters requiring stockholder approval, including the election of all directors and the approval of significant corporate transactions. This ownership may have the effect of delaying or preventing a change in control of the Company which could materially adversely affect the price of the Common Stock, and which may be to the benefit of the Directors and executive officers but not in the interest of the shareholders. The interests of Mr. Galdi may differ from the interests of the other stockholders and thus result in corporate decisions that are adverse to other shareholders. Additionally, potential investors should take into account the fact that any vote of shares purchased will have limited effect on the outcome of corporate decisions.

World Media & Technology Corp. is an “emerging growth company” under the Jumpstart Our Business Startups Act. We cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our shares of common stock less attractive to investors.

WRMT is and will remain an "emerging growth company" until the earliest to occur of (a) the last day of the fiscal year during which its total annual revenues equal or exceed $1 billion (subject to adjustment for inflation), (b) the last day of the fiscal year following the fifth anniversary of its initial public offering, (c) the date on which WRMT has, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (d) the date on which WRMT is deemed a "large accelerated filer" (with at least $700 million in public float) under the Securities and Exchange Act of 1934 (the "EXCHANGE ACT").

For so long as WRMT remains an "emerging growth company" as defined in the JOBS Act, it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" as described in further detail in the risk factors below. WRMT cannot predict if investors will find its shares of common stock less attractive because WRMT will rely on some or all of these exemptions. If some investors find WRMT’ shares of common stock less attractive as a result, there may be a less active trading market for its shares of common stock and its stock price may be more volatile.

If WRMT avails itself of certain exemptions from various reporting requirements, its reduced disclosure may make it more difficult for investors and securities analysts to evaluate WRMT and may result in less investor confidence.

The recently enacted JOBS Act is intended to reduce the regulatory burden on "emerging growth companies". WRMT meets the definition of an "emerging growth company" and so long as it qualifies as an "emerging growth company," it will not be required to:

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

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

submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

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

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

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

We lack an operating history. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, our business will fail.

We were incorporated on October 22, 2010, have generated $49,582, in revenues and incurred $81,074 in operating losses in discontinued operations from inception to October 29, 2014 and operating losses of $131,440 from our continuing operations from October 29, 2014 to December 31, 2014. As of December 31, 2014, we had deficit accumulated of $212,514. We have a limited operating history upon which an evaluation of our future success or failure can be made. Given that we have undertaken new business activities following the acquisition of ‘SPACE’ these activities have not yet generated revenues and also carry significant risks generally associated with the development and manufacturing and marketing of any new product or service. As these products are unproven in the market, there can be no certainty that customers will ultimately adopt the products and services we manufacture. If we do generate revenues from these new products in the future, these revenues may not be sufficient to cover our operating costs. We cannot guarantee that we will be successful in generating significant revenues in the future. Failure to achieve a sustainable sales level will cause us to go out of business.

We will not be required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act until the end of the second fiscal year reported upon in our second annual report on form 10-K.

The Sarbanes-Oxley Act of 2002 and the new rules subsequently implemented by the Securities and Exchange Commissions, the Financial Industry Regulatory Authority (“FINRA”) and the Public Company Accounting Oversight Board have imposed various new requirements on public companies, including requiring changes in corporate governance practices.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. These costs could affect profitability and our results of operations.

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

This process of internal control evaluation and attestation may divert internal resources and will take a significant amount of time, effort and expense to complete. If it is determined that we are not in compliance with Section 404, we may be required to implement new internal control procedures and re-evaluate our financial reporting. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results, which could adversely affect our ability to comply with our periodic reporting obligations under the Exchange Act.

The loss of the services of our key employees, particularly the services rendered by Fabio Galdi, our Chief Executive Officer and Secretary, and Alfonso Galdi, our Chief Financial Officer, could harm our business.

Our success depends to a significant degree on the services rendered to us by our key employees. If we fail to attract, train and retain sufficient numbers of these qualified people, our prospects, business, financial condition and results of operations will be materially and adversely affected. In particular, we are heavily dependent on the continued services of Fabio Galdi, Our Chief Executive Officer and Secretary, and Alfonso Galdi, our Chief Financial Officer. The loss of any key employees, including members of our senior management team, and our inability to attract highly skilled personnel with sufficient experience in our industry could harm our business.

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

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

Our officers, directors, consultants and advisors are not obligated to commit their time and attention exclusively to our business and therefore they may encounter conflicts of interest with respect to the allocation of time and business opportunities between our operations and those of other businesses.

Our officers and directors are not obligated to commit their time and attention exclusively to our business and, accordingly, they may encounter conflicts of interest in allocating their own time, or any business opportunities that they may encounter, between our operations and those of other businesses.

Currently, Fabio Galdi, our Chief Executive Officer, Secretary and Director, Alfonso Galdi, our Chief Financial Officer and Director, and Alessandro Senatore, our Chief Operating Officer and Director, each commit approximately 50% of their time to our business in their capacities as officers and directors. Nevertheless, if the execution of our business plan demands more time than is currently committed by any of our officers, directors, consultants or advisors, they will be under no obligation to commit such additional time, and their failure to do so may adversely affect our ability to carry on our business and successfully execute our business plan.

Additionally, all of our officers and directors, in the course of their other business activities, may become aware of investments, business or information which may be appropriate for presentation to us as well as to other entities to which they owe a fiduciary duty.

They may also in the future become affiliated with entities that are engaged in business or other activities similar to those we intend to conduct. As a result, they may have conflicts of interest in determining to which entity particular opportunities or information should be presented. If, as a result of such conflict, we are deprived of investments, business or information, the execution of our business plan and our ability to effectively compete in the marketplace may be adversely affected.

We do not have a majority of independent directors on our Board and the Company has not voluntarily implemented various corporate governance measures, in the absence of which stockholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

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

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

Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

None of the members of our Board of Directors are considered audit committee financial experts. If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results. As a result, current and potential shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock.

Our Board of Directors are inexperienced with U.S. GAAP and the related internal control procedures required of U.S. public companies. Management has determined that our internal audit function is also significantly deficient due to insufficient qualified resources to perform internal audit functions. Finally, we have not established an Audit Committee of our Board of Directors.

We are a development stage company with limited resources. Therefore, we cannot assure investors that we will be able to maintain effective internal controls over financial reporting based on criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. 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 the company's annual or interim financial statements will not be prevented or detected on a timely basis. For these reasons, we are considering the costs and benefits associated with improving and documenting our disclosure controls and procedures and internal controls and procedures, which includes (i) hiring additional personnel with sufficient U.S. GAAP experience and (ii) implementing ongoing training in U.S. GAAP requirements for our CFO and accounting and other finance personnel.

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

Our officers and directors live outside the United States, making it difficult for an investor to enforce liabilities in foreign jurisdictions.

We are a Nevada corporation and, as such, are subject to the jurisdiction of the State of Nevada and the United States courts for purposes of any lawsuit, action or proceeding by investors herein. An investor would have the ability to effect service of process in any action on the company within the United States. However, our principal operations and assets are located outside of the United States, and all of our executive officers and directors are non-residents of the United States. Therefore, it may be difficult to effect service of process on us in the United States, and it may be difficult to enforce any judgment rendered against us. As a result, it may be difficult or impossible for an investor to bring an action against our officers and directors, in the event that an investor believes that such investor’s rights have been infringed under the U.S. securities laws, or otherwise. Even if an investor is successful in bringing an action of this kind, the international laws may render that investor unable to enforce a judgment against our assets. As a result, our shareholders may have more difficulty in protecting their interests through actions against our management, director or major shareholder, compared to shareholders of a corporation doing business and whose officers and directors reside within the United States.

Additionally, because a significant proportion of our assets are located outside of the United States, they will be outside of the jurisdiction of United States courts to administer, if we become subject of an insolvency or bankruptcy proceeding. As a result, if we declare bankruptcy or insolvency, our shareholders may not receive the distributions on liquidation that they would otherwise be entitled to if our assets were to be located within the United States under United States bankruptcy laws. As a result, it may not be possible for investors to:

^·

^{effect service of process within the United States against your non-U.S. resident officers or directors;}

^·

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

^·

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

^·

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

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

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

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

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

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

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

Risks Related to Our Common Stock and its Market

We do not currently have an active public market for our securities. If there is a market for our securities in the future, such market may be volatile and illiquid.

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


	(1)	actual or anticipated variations in our results of operations;


	(2)	our ability or inability to generate revenues;


	(3)	the number of shares in our public float;


	(4)	increased competition;

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

The company is subject to the 15(D) reporting requirements under the Securities Exchange Act of 1934, which does not require a company to file all the same reports and information as a fully reporting company.

Until our common stock is registered under the Exchange Act, we will not be a fully reporting company, but only subject to the reporting obligations imposed by Section 15(d) of the Securities Exchange Act of 1934. Pursuant to Section 15(d), we will be required to file periodic reports with the SEC, such as annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, once this registration statement is declared effective, including the annual report on Form 10-K for the fiscal year during which the registration statement is declared effective. That filing obligation will generally apply even if our reporting obligations have been suspended automatically under section 15(d) of the Exchange Act prior to the due date for the Form 10-K.

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

Our common stock is deemed to be “ penny stock ”, which may make it more difficult for investors to sell their shares due to suitability requirements.

Our common stock is deemed to be “ penny stock ” as that term is defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). These requirements may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of them. This could cause our stock price to decline. Penny stocks are stock:


	·	With a price of less than $5.00 per share;


	·	That are not traded on a “ recognized ” national exchange;


	·	Whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ listed stock must still have a price of not less than $5.00 per share); or


	·	In issuers with net tangible assets less than $2.0 million (if the issuer has been in continuous operation for at least three years) or $10.0 million (if in continuous operation for less than three years), or with average revenues of less than $6.0 million for the last three years.

Broker-dealers dealing in penny stocks are required to provide potential investors with a document disclosing the risks of penny stocks. Moreover, broker-dealers are required to determine whether an investment in a penny stock is a suitable investment for a prospective investor. Many brokers have decided not to trade “ penny stocks ” 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. In the event that we remain subject to the “ penny stock rules ” for any significant period, there may develop an adverse impact on the market, if any, for our securities. Because our securities are subject to the “ penny stock rules, ” investors will find it more difficult to dispose of our securities.

Risks Factors Related To Our Business and Industry

We may not be able to integrate new technologies and provide new services in a cost-efficient manner.

Our industry is subject to rapid and significant changes in technology, frequent new service introductions and evolving industry standards. We cannot predict the effect of these changes on our competitive position, our profitability or the industry generally. Technological developments may reduce the attractiveness of our offering. If we fail to adapt successfully to technological advances or fail to obtain access to new technologies, we could lose customers and be limited in our ability to attract new customers and/or sell new services to our existing customers. In addition, delivery of new services in a cost-efficient manner depends upon many factors, and we may not generate anticipated revenue from such services.

Disruptions in our wireless service and infrastructure may result in customer dissatisfaction, customer loss or both, which could materially and adversely affect our reputation and business.

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

Integration of technologies, network capacity or acquisitions ultimately may not provide the benefits originally anticipated by management and may distract the attention of our personnel from the operation of our business.

We strive to broaden our solutions offerings as well as to continuously improve the functionality of our products and services. We may pursue acquisitions in the future to further strengthen our strategic objectives. Acquisitions of businesses, networks, spectrum or technologies involve operational risks, including the possibility that an acquisition may not ultimately provide the benefits originally anticipated by management. Moreover, we may not be successful in identifying attractive acquisition candidates, completing and financing additional acquisitions on favorable terms, or integrating the acquired business or assets into our own. There may be difficulty in integrating technologies and solutions, in migrating customer bases and in integrating the service offerings, distribution channels and networks gained through acquisitions with our own. Successful integration of operations and technologies requires the dedication of management and other personnel, which may distract their attention from the day-to-day business, the development or acquisition of new technologies, and the pursuit of other business acquisition opportunities. Therefore, successful integration may not occur in light of these factors.

Product defects or software errors could adversely affect our business.

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

Changes in the regulation of the industries we operate in could adversely affect our business, revenue or cash flow.

We operate in a heavily regulated industry. As a provider of wireless and other services, we are directly and indirectly subject to varying degrees of regulation in each of the jurisdictions in which we provide our services. Local laws and regulations, and the interpretation of such laws and regulations, differ significantly among the jurisdictions in which we operate. Enforcement and interpretations of these laws and regulations can be unpredictable and are often subject to the informal views of government officials. Certain foreign, federal, and state regulations and local franchise requirements have been, are currently, and may in the future be, the subject of judicial proceedings, legislative hearings and administrative proposals. Such proceedings may relate to, among other things, the rates we may charge for our local, network access and other services, the manner in which we offer and bundle our services, the terms and conditions of interconnection, unbundled network elements and resale rates, and could change the manner in which telecommunications companies operate. We cannot predict the outcome of these proceedings or the impact they will have on our business, revenue and cash flow.

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

Deterioration in our relationships with facilities-based carriers could have a material adverse effect upon our telecommunications traffic business.

In our SPACE Works and SPACE Wireless business, we connect our customers’ telephone calls and data/Internet needs through access agreements with facilities-based mobile, VOIP and PSTN carriers. Our ability to maintain and expand our business depends on our ability to maintain favorable relationships with these carriers. If our relationship with one or more of these carriers were to deteriorate or terminate, it could have a material adverse effect upon our cost structure, service quality, network diversity, results of operations and financial condition. If we experience difficulties with our third-party providers, we may not achieve desired quality of service, economies of scale or otherwise which may prevent us from growing our business.

If we are not able to provide a cost-effective wireless network to our subscribers, we may not be able to grow our business successfully.

Our long-term success in the US depends on our ability to design, implement, provide and manage a reliable and cost-effective wireless service, where we, or third parties, provide the networks. Failure to manage the service or third party relationships may have an adverse impact on our business growth and financial condition. .

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

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

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

Our products may not be accepted in the market or the market may not grow sufficiently to grow revenues.

Our SPACE Computer or Lumina Glasses may not be widely accepted by the market. Customers may determine that Lumina Glasses are not comfortable, weigh too much or the size and format of the display is inappropriate. Consumers may not be satisfied with the SPACE Computer or SPACE Works platform or they may find that the connectivity may not meet with their expectations or there may be insufficient content or capacity to meet with their requirements.

Other factors that may affect market acceptance of our application include the reliability of these devices; our ability to implement upgrades and other changes to our software without disrupting our service; the level of customization or configuration we offer; and the price, performance and availability of competing products and services.

The market for these devices and services may not develop further, or may develop more slowly than we expect, either of which would negatively affect our ability to grow revenues, achieve profitability and generate positive cash flow.

We rely on third party suppliers for component parts for our devices and any disruption in the supply chain could have negative impact on our ability to manufacture and supply our customers

We have not established long term agreements with our suppliers. Our ability to manufacture and distribute SPACE Computer and Lumina Glasses would be severely limited if suppliers were to terminate supply agreements or become unable to provide the required capacity and quality on a timely basis. This lack of supply may prevent us from manufacturing and shipping sufficient products to meet demand. Furthermore, we cannot provide assurances that we would be able to establish alternative component supply arrangements on acceptable terms.

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

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

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

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

Our business could suffer if we lose the services of, or fail to attract, key personnel.

In order to continue to provide quality products in our rapidly changing business, we believe it is important to retain personnel with experience and expertise relevant to our business.

Due to the level of technical and marketing expertise necessary to support our existing and new customers, our success will depend upon our ability to attract and retain highly skilled management, technical, and sales and marketing personnel. Competition for highly skilled personnel is intense and there may be only a limited number of persons with the requisite skills to serve in these positions. Due to the competitive nature of the labor markets in which we operate, we may be unsuccessful in attracting and retaining these personnel. Our inability to attract and retain key personnel could adversely affect our ability to develop and manufacture our products. In addition, our success depends in large part upon a number of key management and technical employees. The loss of the services of one or more key employees, including Mr Fabio Galdi, our President and Chief Executive Officer, could seriously impede our success. We do not maintain any “key-man” insurance policies on Mr Fabio Galdi or any other employees.

We rely on a number of third parties, and such reliance exposes us to a number of risks.

Our operations depend on a number of third parties. We have limited control over these third parties. There can be no assurance that any such agreements will not be terminated or that they will be renewed in the future on terms acceptable to us, or that we will be able to enter into additional such agreements. We also rely on a variety of technology that we license from third parties. Our loss of, or inability to, maintain or obtain upgrades to any of these technology licenses could result in delays. These delays could materially adversely affect our business, results of operations and financial condition, until equivalent technology could be identified and licensed, or developed and integrated. Moreover, we use third parties in connection with our website and other marketing materials. Overall, our inability to maintain satisfactory relationships with the requisite third parties on acceptable commercial terms, or the failure of such third parties to maintain the quality of services they provide at a satisfactory standard, could materially adversely affect our business, results of operations and financial condition.

Item 2. PROPERTIES

The Company subleases office space from World Global Group, Inc. (WGG), which is controlled by Fabio Galdi, our Chief Executive Officer, President and Director, at a rate of $5,000 per calendar month, which sublease remains in effect on a month-to-month basis during the 10 year WGG lease term, and which office space is located at 600 Brickell World Plaza, Suite 1775, Miami, Florida 33132. Neither the Company nor WGG has any immediate plans to change office space. The Company recorded a rental charge of $10,000 for the year ended December 31, 2014.

Item 3. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

Item 4. MINE SAFETY DISCLOSURES

Not applicable to our Company.

PART II

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

Market Information

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

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

Holders of Common Stock

As of December 31, 2014, we had an aggregate of approximately 34 stockholders of record as reported by our transfer agent.

Dividends and Dividend Policy

There are no restrictions imposed on the Company that limit its ability to declare or pay dividends on its common stock, except as limited by state corporation law. During the last two fiscal years, no cash or stock dividends were declared or paid and none are expected to be paid in the foreseeable future.

We expect to retain all earnings generated by our future operations for the development and growth of our business. The Board of Directors will determine whether or not to pay dividends in the future in light of our earnings, financial condition, capital requirements and other factors.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Recent sales of unregistered securities.

We issued 8,000,000 shares of restricted common stock at a total price of $2,000,000 to WDAS on October 29, 2014. The issuance of these shares of common stock are exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act ("Regulation D"). The Registrant made this determination based on the representations of WDAS that WDAS is an "accredited investor" within the meaning of Rule 501 of Regulation D and has access to information about the Registrant.

We completed an offering of 4,000,000 shares of our common stock at a price of $0.001 per share to our Directors Alexander Averchenko (2,000,000) and Elena Shmarihina (2,000,000) in December of 2012 and September of 2013 respectively. The total amount received from this Offering was $4,000. We completed this offering pursuant to Regulation S of the Securities Act.

The offer and sale of all shares of our common stock listed above were affected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Regulation S promulgated under the Securities Act. The investor acknowledged the following: subscriber is not a United States Person, nor is the subscriber acquiring the shares directly or indirectly for the account or benefit of a United States Person. None of the funds used by the subscriber to purchase the units have been obtained from United States Persons.

For purposes of the Subscription Agreement, “United States Person” within the meaning of U.S. tax laws, means a citizen or resident of the United States, any former U.S. citizen subject to Section 877 of the Internal Revenue Code, any corporation, or partnership organized or existing under the laws of the United States of America or any state, jurisdiction, territory or possession thereof and any estate or trust the income of which is subject to U.S. federal income tax irrespective of its source, and within the meaning of U.S. securities laws, as defined in Rule 902(o) of Regulation S, means: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. person; (iv) any trust of which any trustee is a U.S. person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (viii) any partnership or corporation if organized under the laws of any foreign jurisdiction, and formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the years ended December 31, 2014 and 2013.

Item 6. SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 7.

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

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

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

Year End Summary:


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

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

Results of Operations

For the year ended December 31, 2014 compared to the year ended December 31, 2013

Operating Costs and Expenses

Our operating expenses as disclosed relate to our operating activities with respect to the SPACE Computer business from the date of its acquisition on October 29, 2014 to December 31, 2014.

Sales and general administrative expenses comprise primarily consulting fees incurred in the product literature and pre-launch expenses for the SPACE computer products, management fees, regulatory expenses, depreciation, Internet services, travel, entertainment, automotive and office expenses.

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

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

Discontinued Operations

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

Net Loss

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

Liquidity and Capital Resources

Working Capital


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

Cash Flows

The table below, for the periods indicated, provides selected cash flow information:


	For the year ended December 31, 2014

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

Cash Flows from continuing operations

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

Our net cash used in continuing operations of $369,390 for the year ended December 31, 2014 was primarily the result of our net loss plus changes in our operating assets and liabilities. These changes include an increase in deposits with suppliers of $237,000, in increase in accounts payable and accrued liabilities of $950.

Cash Flows from discontinued operations

The major uses of our operating cash from discontinued operations are general operating expenses (marketing, legal and regulatory, professional expenses, travel and office rent).

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

We expect that cash provided by continuing operations may fluctuate in future periods as a result of a number of factors including fluctuations in our net revenues and operating results, utilization of new revenue streams, collection of any future accounts receivable, and timing of billings and payments.

Cash Flows from Investing Activities

We did not use any cash for investing activities for operations nor for discontinued operations during the years ended December 31, 2014 and 2013.

Net cash provided by financing activities - continuing operations

During the year ended December 31, 2014 we received $367,490 from our new parent Company, WDAS, to finance our operating losses in our new SPACE technology business and the payment of $237,000 in deposits to suppliers.

The Company subsequently received $5 million proceeds from the sale of shares of its common stock during March 2015.

Net cash provided by financing activities - discontinued operations

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

During the year ended December 31, 2013 the Company sold 2,000,000 shares of common stock at par to a then Director of the Company for $2,000 in cash.

Future Financings

As at December 31, 2014 there were no arrangements in place for any future equity financing, however, subsequently in March 2015, the Company received $2 million in cash from the sale of 8 million shares of our common stock effective October 29, 2014 and $3 million in cash from Mr. Fabio Galdi, our CEO in return for 12,000,000 shares of our common stock.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Item 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

WORLD MEDIA & TECHNOLOGY INC.

(FORMERLY HALTON UNIVERSAL BRANDS INC.)

AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

Index to the Audited Financial Statements

Contents

Page


Report of Independent Registered Public Accounting Firm	F-1

Balance Sheets at December 31, 2014 and 2013	F-2

Statements of Operations for the Years Ended December 31, 2014 and 2013	F-3

Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2014 and 2013	F-4

Statements of Cash Flows for the Years Ended December 31, 2014 and 2013	F-5

Notes to the Audited Financial Statements	F-6

[wrmt10k123114_draftv5clea002.gif]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors of

World Media & Technology, Inc.

(formerly Halton Universal Brands Inc.)

Miami, Florida

We have audited the accompanying balance sheets of World Media & Technology Inc. (formerly Halton Universal Brands Inc.) as of December 31, 2014 and 2013, and the related statement of operations, changes in stockholders’ deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of World Media & Technology Inc. (formerly Halton Universal Brands Inc.) as of December 31, 2014 and 2013 and the results of its operations, changes in stockholders’ deficit and cash flows for the years then ended, 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 3 to the financial statements the Company had an accumulated deficit of $212,544 as at December 31, 2014 and had insufficient funding to fully implement its business plan. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

[wrmt10k123114_draftv5clea003.jpg]

Cutler & Co.,LLC

Wheat Ridge, formerly Arvada, Colorado

April 15, 2015

9605 West 49^th Ave. Suite 200 Wheat Ridge, Colorado 80033 ~ Phone 303-968-3281 ~ Fax 303-456-7488 ~ www.cutlercpas.com

F-1

WORLD MEDIA & TECHNOLOGY INC.

(FORMERLY HALTON UNIVERSAL BRANDS INC.)

BALANCE SHEETS


	December 31, 2014	December 31, 2013

ASSETS
Current Assets
Cash and cash equivalents	$ 54	$ 3,206
Deposits with suppliers	340,226	1,512
Total Current Assets	340,280	4,718

Total Assets	$ 340,280	$ 4,718


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable and accrued liabilities	$ 950	$ 17,952
Payable to related parties	925,388	9,600
Total Current Liabilities	926,338	27,552

Total Liabilities	926,338	27,552

Stockholders' Deficit
Net Common stock, $0.001 par value; 75,000,000 shares authorized, 15,220,000 and 4,000,000 shares issued and outstanding as of December 31, 2014 and December 31, 2013 respectively.	15,220	4,000
Additional paid in capital	1,611,236	12,080
Stock subscription due from parent	(2,000,000)	-
Accumulated (deficit)	(212,514)	(38,914)
Total Shareholders' Deficit	(586,058)	(22,834)

Total Liabilities and Stockholders' Deficit	$340,280	$4,718

See Accompanying Notes to Financial Statements

F-2

WORLD MEDIA & TECHNOLOGY INC.

(FORMERLY HALTON UNIVERSAL BRANDS INC.)

STATEMENTS OF OPERATIONS


	For the twelve months
	December 31, 2014	December 31, 2013

Revenues	$ -	$ -

Operating expenses:
Sales and general administrative	62,224	-
Research & development expenses	69,216	-
Total operating expenses	131,440	-

Net loss from continuing operations	(131,440)	-

Discontinued operations:
Loss from discontinued operations	(42,160)	(29,825)

Net loss	$ (173,600)	$ (29,825)

Weighted average shares outstanding; basic and diluted	8,181,644	2,504,110
Net loss per share - Basic and fully diluted
From continuing operations	($0.02)	-
From discontinued operations	($0.00)*	($0.01)
Total net loss per share	($0.02)	($0.01)

“* denotes a loss of less than $(0.01) per share

See Accompanying Notes to Financial Statements

F-3

WORLD MEDIA & TECHNOLOGY INC.

(FORMERLY HALTON UNIVERSAL BRANDS INC.)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT


			Additional	Subscription	Accumulated	Total
	Common stock issued		paid-in	due from		Stockholders’
	Shares	Amount	Capital	Parent	(Deficit)	Deficit

Balance at January 1, 2013	2,000,000	$2,000	$ -	$ -	$(9,089)	$(7,089)
Common stock issued for cash on September 30, 2013 at $0.001 per share	2,000,000	2,000	-	-	-	2,000
Forgiveness of amounts due to related party December 1, 2013	-	-	12,080	-	-	12,080
Net loss for the year	-	-	-	-	(29,825)	(29,825)
Balance at December 31, 2013	4,000,000	4,000	12,080	-	(38,914)	(22,834)
Common stock issued in February and March 2014 for cash at $0.01 per share	3,220,000	3,220	28,980	-	-	32,200
Common stock issued on October 29, 2014 for cash payable at $0.25 per share	8,000,000	8,000	1,992,000	(2,000,000)	-	-
Forgiveness of amounts due to related parties October 29, 2014	-	-	32,848	-	-	32,848
Historic costs incurred in developing SPACE technology acquired	-	-	(454,672)	-	-	(454,672)
Net loss the year	-	-	-	-	(173,600)	(173,600)
Balance at December 31, 2014	15,220,000	$15,220	$1,611,236	$(2,000,000)	$(212,514)	$(586,058)

See Accompanying Notes to Financial Statements

F-4

WORLD MEDIA & TECHNOLOGY INC.

(FORMERLY HALTON UNIVERSAL BRANDS INC.)

STATEMENTS OF CASH FLOWS


	For the years ended
	December 31, 2014	December 31, 2013

Cash Flows from Operating Activities:
Net profit (loss) for the period	$ (173,600)	$ (29,825)
Loss from discontinued operations	42,160	29,825
Changes in assets and liabilities
Deposit with suppliers	(237,000)	-
Accounts payable & accrued liabilities	(950)	-
Net cash used in operating activities - continuing operations	(369,390)	-
Net cash used in operating activities - discontinued operations	(49,500)	(14,585)
Net cash used in operating activities	(418,890)	(14,585)

Cash Flows From Investing Activities:	-	-
Net cash (used in) provided by financing activities	-	-

Cash Flows From Financing Activities:
Payable to World Assurance Group Inc.	367,490	-
Net cash provided by financing activities - continuing operations	367,490	-
Net cash provided by financing activities - discontinued operations	48,248	2,000
Net cash provided by financing activities	415,738	2,000

Net increase (decrease) in cash and cash equivalents	(3,152)	(12,585)

Cash and cash equivalents, beginning of the period	3,206	15,791

Cash and cash equivalents, end of the period	54	3,206

SUPPLEMENTAL CASH FLOW DISCLOSURE:
Cash paid for interest	$ -	$ -
Cash paid for taxes	$ -	$ -


SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Gain on forgiveness of debt by related parties – discontinued operations	$ 32,848	$ 12,080
Acquisition of the SPACE Technology business and assets from World Assurance Group, Inc.
Deposit with supplier	$ 103,226	$ -
Reimbursement of certain historic costs incurred in developing Space technology charged to additional paid in capital	454,672	-
Payable to World Assurance Group, Inc.	$ 557,898	$ -

See Accompanying Notes to Financial Statements

F-5

WORLD MEDIA & TECHNOLOGY INC.

(FORMERLY HALTON UNIVERSAL BRANDS INC.)

NOTES TO THE AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

Note 1 – Organization and Operations

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

On October 29, 2014, World Assurance Group, Inc. (“WDAS”) acquired 7,095,000 shares of the Company’s outstanding common stock, representing approximately 98% of the Company’s issued and outstanding share capital that resulted in a change of control of the Company and with it a change in the Company’s business plan. Effective October 29, 2014 the Company discontinued its brokerage and brand consultancy business and acquired the Space technology business and related asset from WDAS and is now focused on the design, manufacture and marketing of wearable technology products and services.

Acquisition of the Space Technology Business and related assets

In November 2014, the board of directors and majority stockholder, WDAS, authorized a name change of the Company from Halton Universal Brands, Inc. to World Media & Technology Corp.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Development Stage Company

In June 2014, the FASB issued ASU 2014-10, "Development Stage Entities". The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively.

The Company elected early adoption of ASU 2014-10. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company.

Use of Estimates and Assumptions

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

F-6

The Company’s significant estimates and assumptions include the fair value of financial instruments; income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Cash Equivalents

The Company considers all highly liquid investments with maturity of three months or less to be cash and cash equivalents.

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements.

To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date

Level 2

Pricing inputs other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable as of the reporting date.

Level 3

Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts payable and accrued expenses, approximate their fair value because of the short maturity of those instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not however practical to determine the fair value of advances from stockholders, if any, due to their related party nature.

Related parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

F-7

Pursuant to Section 850-10-20 the Related parties include: (a). affiliates of the Company; (b). entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c). trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d). principal owners of the Company; (e). management of the Company; (f). other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g). other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of financial statements is not required in those statements. The disclosures shall include: (a). the nature of the relationship(s) involved; (b). a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c). the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d). amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitments and contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Revenue Recognition

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

The Company derives its revenues from sales of products and services to end users via distribution partners, with revenues being generated upon delivery of the products and/or the services. Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the sales price to the customer is fixed upon acceptance of the purchase order and there is no separate sales rebate, discount, or volume incentive.

Sales, Marketing and Advertising

We use a variety of marketing, sales and support activities to generate and cultivate ongoing customer demand for our products and services, acquire new customers. We currently sell exclusively through indirect channels. As a result our sales supports efforts are limited to training the indirect channels on the merits of our products over competitive options. We incur promotional costs by way of distributor conferences and sponsoring distributor events with their downstream retail channels and end customers. We will closely track and monitor customer acquisition costs to assess how we are deploying our marketing, sales and customer support spending.

Marketing. We track and measure our marketing costs closely across all channels so that we can acquire customers in a cost-efficient manner.

F-8

Indirect Sales. Our indirect sales channel will operate through a number of direct sales organizations that help broaden the adoption of our services without the need for a large direct field sales force.

Customer Support. While our intuitive and easy-to-use user interface serves to reduce our customers’ need for support, we provide online and phone customer support as well as post-sale implementation support, to help customers configure and use our solution. We track and measure our customer satisfaction and our support costs closely across all channels to provide a high level of customer service in a cost-efficient manner. Customer support is outsourced to specialist service providers who already experience economies of scale from providing such services to multiple organizations.

Research and Development

During the period from inception of the SPACE wearable technology and Lumina glasses business in May 2014 through to December 31, 2014, a total of $522,388 has been incurred in research and development costs. Of this balance, $454,672 was incurred while the SPACE business was owned by WDAS prior to its transfer to the Company on October 29, 2014 and $69,216 was incurred by the Company after it had acquired the business on October 29, 2014.

In accordance with ASC 805-50, as this transaction is deemed to be between entities under common control, the assets of the SPACE technology business were transferred from WDAS to the Company at the carrying value of such assets within the financial statements of WDAS at the time of transfer. The carrying value of the research and development work that had been performed by WDAS at October 29, 2015 was $0 and such costs were expensed in full as incurred. Accordingly, no value was assigned to the transfer of the completed research and development from WDAS to the Company. However, as a condition of the acquisition, the Company agreed to reimburse WDAS for the research and development work performed by WDAS on the SPACE technology prior to October 29, 2014. Consequently, as a result of the acquisition, the Company recorded an intercompany payable to WDAS in the amount and a reduction of additional paid in capital of $454,672 representing the excess of liabilities incurred ($454,672) over carrying value of the research and development assumed ($0) as a result of this being a transaction between entities under common control.

The $69,216 research and development incurred by the Company after its acquisition of the SPACE technology business was expensed as incurred.

Our research and development has been primarily focused on bringing the first product Lumina Glasses to market in 2015. The research and development expenses throughout 2014 include the design, parts sourcing and prototyping of the Lumina Glasses. We expect that research and development expenses will increase throughout 2015 as the next generation of the Lumina and other SPACE products are continuously improved and additional products and feature types are added. We expect to continue to outsource the main development activities and use expert consultants where required to ensure consistent iterations of products and related services.

Intellectual Property

Our success and ability to compete effectively are dependent in part upon our proprietary technology. We rely on a combination of copyright, trademark and trade secret laws, as well as non-disclosure agreements and other contractual restrictions, to establish and protect our proprietary rights. Employees are required to execute confidentiality and non-use agreements that transfer any rights they may have in copyrightable works or patentable technologies to us. In addition, prior to entering into discussions with potential business partners or customers regarding our business and technologies, we generally require that such parties enter into nondisclosure agreements with us. If these discussions result in a license or other business relationships, we also generally require that the agreement setting forth the parties’ respective rights and obligations include provisions for the protection of our intellectual property rights. The steps taken by us may not, however, be adequate to prevent the misappropriation of our proprietary rights or technology.

To date, we do not have any federally registered trademarks but do plan to initiate such registrations during 2015.

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

Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to duplicate aspects of our products or to obtain and use information that we regard as proprietary. Our steps to protect our proprietary technology may not be adequate to prevent misappropriation of such technology, and may not preclude competitors from independently developing products with functionality or features similar to our products. If we fail to protect our proprietary technology, our business, financial condition and results of operations could be harmed significantly.

Consumer technology markets have been characterized by substantial litigation regarding patent and other intellectual property rights. Litigation, which could result in substantial cost to and diversion of our efforts, may be necessary to enforce trademarks issued to us or to determine the enforceability, scope and validity of the proprietary rights of others. Adverse determinations in any litigation or interference proceeding could subject us to costs related to changing names and a loss of established brand recognition.

F-9

Income Tax Provision

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.

Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry- forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no unrecognized tax liabilities or benefits in accordance with the provisions of Section 740-10-25 at December 31, 2014 and 2013.

Net income (loss) per common share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

There were no potentially dilutive shares issued or outstanding during the fiscal years ended December 31, 2013 and 2012.

Cash flows reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.

The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification .

F-10

Subsequent events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Reclassification

Certain amounts from prior periods may have been reclassified to conform to the current period presentation. There is no effect on net loss, cash flows or stockholders’ deficit as a result of these reclassifications.

Recently issued accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

Note 3 – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the accompanying financial statements, the Company had a deficit accumulated at December 31, 2014 and 2013.

While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering.

Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate sufficient revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.

Note 4 – Acquisition of the SPACE Technology Business

On October 29, 2014, the Company’s new parent company, World Assurance Group (WDAS) and two of WDAS’s wholly owned subsidiaries, World Global Group, Inc. (now named World Global Network Corp.) (“WGG”) and World Global Assets, Pte. Ltd. ("WGA"), entered into a Purchase And Intercompany License Agreement with the Company whereby WGA licensed certain intellectual property related to WGA’s ‘SPACE’ technology and brand to the Company pursuant to a License Agreement in exchange for a fee of $100 for each SPACE Computer unit produced and sold by the Company.

Subsequently, on January 30, 2015, the Company executed an Asset Purchase Agreement, which replaced and superseded the previous Purchase and Intercompany License Agreement effective as of October 29, 2014 and is retroactively effective as of October 29, 2014, whereby (i) WGA sold all of the SPACE technology and related asset, including certain intellectual property related to WGA’s ‘SPACE’ technology and brand/trademarks, to the Company, (ii) the Company repaid certain expenses and assumed liabilities in the total amount of approximately $550,000 (iii) WDAS agreed to transfer $2,000,000 to the Company in exchange for 8,000,000 shares of the Company’s restricted common stock.

F-11

The SPACE technology business commenced in May 2014 and the results of its operations while owned by WDAS for the period from its inception in May 2014 to the date of its transfer to the Company effective October 28, 2014 were as follows:


	SPACE TECHNOLOGY BUSINESS FOR THE PERIOD FROM MAY 2014 TO OCTOBER 29, 2014

Revenues	$ -

Cost of revenues	-
Gross profit (loss)	-

Operating expenses
Sales and general administrative	1,500
Research and development expenses	453,172

Net (loss)	$ (454,672)

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

F-12

On a pro forma basis, assuming the Company had owned the SPACE technology business since its inception in May 2014, the Company’s’ financial results for the year ended December 31, 2014 would have been as follows:


	SPACE TECHNOLOGY BUSINESS FOR THE PERIOD FROM MAY 2014 TO OCTOBER 29, 2014	SPACE TECHNOLOGY BUSINESS FOR THE PERIOD FROM OCTOBER 29, 2014 TO DECEMBER 31, 2014.	DIS-CONTINUED OPERATIONS	PRO FORMA STATEMENT OF OPERATIONS

Revenues	$ -	$ -	$ -	$ -

Cost of revenues	-	-	-	-
Gross profit (loss)	-	-	-	-

Operating expenses
Sales and general administrative	1,500	62,224	-	63,724
Research and development expenses	453,172	69,216	-	522,388

Net loss from continuing operations	(454,672)	(131,440)	-	(586,112)

Loss from discontinued operation	-	-	(42,160)	(42,160)

Proforma net loss	$ (454,672)	$ (131,440)	$ (42,160)	$ (628,272)

Note 5 – Discontinued Operations

Effective October 29, 2014, the Company ceased all activities relating to its brokerage and brand consultancy business. The operations relating to that business prior to October 29, 2014 are reported as discontinued in the statement of operations for the years ended December 31, 2014 and 2013.

The components of the discontinued operations are as follows:


	For the twelve months
	December 31, 2014	December 31, 2013

Revenues	$17,300	$19,800
Cost of revenue	1,920	8,500
Gross margins	$15,380	$11,300

Operating expenses:
Sales and general administrative	52,260	32,325
Compensation - officers	5,280	8,800

Total operating expenses	57,540	41,125

Net Loss	$ (42,160)	$ (29,825)

F-13

Note 6 – Stockholders’ Deficit

Shares Authorized

Upon formation, the total number of shares of all classes of stock which the Company is authorized to issue is seventy-five million (75,000,000) shares of common stock, par value $0.001 per

Common stock

During the year ended December 31, 2014, the Company’s Registration Statement on the Form S-1/A filed with the Securities and Exchange Commission was declared effective on January 28, 2014. The Company sold 3,220,000 shares of common stock to 31 investors pursuant to this registration statement for $32,200 in cash.

On October 29, 2014, the Company sold 8,000,000 shares of its common stock at $0.25 per share for $2 million to its parent company WDAS. The stock subscription had not been received by the Company prior to December 31, 2014 but has been received subsequent to year end.

Subscription due from Parent

The $2 million proceeds from the sale of the 8,000,000 shares had not been received at December 31, 2014 and has been recorded in equity as due from parent.

The proceeds have subsequently been received during March 2015.

Additional Paid in Capital

On October 29, 2014, the former President and stockholders of the Company forgave advances of $16,048 and accrued compensation of $16,800 or $32,848 in aggregate. The gain on the forgiveness of these liabilities with related parties has been recorded as contributions to additional paid in capital.

On October 29, 2014, WDAS transferred its SPACE technology business and related to the Company for purchase consideration of $557,898. As the transaction was between entities under common control, the excess of liabilities incurred ($557,898) on the acquisition over carrying value of the assets assumed ($103,226) has been recognize as a reduction of additional paid in capital of $454,672.

Note 7 – Related Party Transactions

On October 29, 2014 the Company’s Parent Company, World Assurance Group (WDAS) and two of WDAS’s wholly owned subsidiaries, World Global Group, Inc. (now named World Global Network Corp.) (“WGG”) and World Global Assets, Pte. Ltd. ("WGA"), entered into a Purchase And Intercompany License Agreement with the Company whereby (i) WGA licensed certain intellectual property related to WGA’s ‘SPACE’ technology and brand to the Company pursuant to a License Agreement in exchange for a fee of $100 for each SPACE Computer unit produced and sold by the Company, (ii) WGG subleased certain real estate to the Company, and (iii) WGA agreed to transfer $2,000,000 to the Company in exchange for 8,000,000 shares of the Company’s restricted common stock.

As at December 31, 2014, the proceeds from the sale of the shares had not been received and have been recorded as ‘Due from Parent’ in Shareholders Deficit. The proceeds have subsequently been received during March 2015.

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

90% of WDAS is beneficially owned and controlled by Fabio Galdi, our CEO and the CEO of WDAS.

F-14

The Company subleases facilities with WGG and under its real estate sublease with WGG will be recharged rent and a cost allocation for the property at a fixed rate of $5,000 per month. In December of 2014, WGG was sold by WDAS to World Capital Holding (FZC), a company beneficially owned and controlled by Fabio Galdi, the Company’s CEO. The terms and conditions of the sublease from WGG to the Company remain in full force and effect. The Company recognized $10,000 of rental expense in respect of this lease during the year ended December 31, 2014.

Consulting services from former President, Chief Executive Officer, Secretary and Treasurer and former Chief Financial Officer

During the year ended December 31, 2014, $5,260 in officers’ compensation to the former President was recorded within Loss from Discontinued Operations. During the year ended December 31, 2013, $13,800 in officers’ compensation was recorded within Loss from Discontinued Operations.


	For the twelve months
	December 31, 2014	December 31, 2013
Former President, Chief Executive Officer(s)	$ 5,260	$ 9,000
Former Chief Financial Officer, Secretary and Treasurer	-	4,800

	$ 5,260	$ 13,800

Payable to Related Parties

Balance due to Directors and Officers

As at December 31, 2014 and 2013 the Company owed its directors and officers $0 and $9,600 respectively. These amounts represent unpaid consulting fees, cash advances and expenses incurred on behalf of the Company.

Balance due to WDAS

As at December 31, 2014 and 2013 the Company owed WDAS $925,338 and $0 respectively.

The balance at December 31, 2014 represented $557,898 payable as consideration for the transfer of the SPACE technology business and related asset from WDAS to the Company and the provision by WDAS of $367,490 working capital in payment of the Company’s operating expenses and deposits with suppliers in the period from October 29, 2014 to December 31, 2014.

The balance is unsecured, due on demand and interest free.

Forgiveness of Advances and Accrued Compensation from Former Officers

On October 29, 2014, the Company settled amounts due to its former directors and officers, whereby the President and stockholders forgave advances of $16,048 and accrued compensation of $16,800 or $32,848 in aggregate. This amount was recorded as contributions to additional paid in capital.

On December 1, 2013 the former President forgave advances of $680 and accrued compensation of $11,400, respectively or $12,080 in aggregate. This amount was recorded as a contribution to additional paid in capital.

We have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded $60,000.

Our management is involved in other business activities and may, in the future become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between our business and their other business interests. In the event that a conflict of interest arises at a meeting of our directors, a director who has such a conflict will disclose her interest in a proposed transaction and will abstain from voting for or against the approval of such transaction.

F-15

Family Relationships

There are no family relationships among our officers and directors, other than Fabio Galdi and Alfonso Galdi, who are brothers.

Note 8 – Income Tax

Deferred Tax Assets

At December 31, 2014, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of approximately 212,514 that may be offset against future taxable income through 2030 - 2034. No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying consolidated financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $72,255, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance. Following the change of ownership effective October 29, 2014, annual limitations may apply to the future use of these brought forward tax losses.

Components of deferred tax assets at December 31, 2014 and 2013 are as follows:


	For the twelve months
	December 31, 2014	December 31, 2013
Net deferred tax assets – Non-current:
Expected income tax benefit from NOL carry forwards	72,255	$ 5,837
Less valuation allowances	(72,255)	(5,837)

Deferred tax assets, net of valuation allowance	$ -	$ -

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realization. The valuation allowance increased approximately $66,418 and $4,474 for the fiscal years ended December 31, 2014 and 2013 respectively.

Income Tax Provision in the Statements of Operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:


	For the twelve months
	December 31, 2014	December 31, 2013
Federal statutory income tax rate	34%	15%
Change in valuation allowance on net operating loss carry-forwards	(34%)	(15%)
Effective income tax rate	0.0%	0.0%

F-16

Note 8 – Subsequent Events

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were the following reportable subsequent events to be disclosed:

Receipt of proceeds from WDAS is return for issuance of 8,000,000 Common stock on October 29, 2014.

On March 23, 2015 the Company received $2,000,000 in cash due from World Assurance Group Inc. for the issuance of 8,000,000 common shares on October 29, 2014 pursuant to the Purchase And Intercompany License Agreement.

Unregistered Sales of Equity Securities

On March 25, 2015, the “Company” sold 12,000,000 shares of the Company’s common stock to Mr. Fabio Galdi, the Company’s Chief Executive Officer, at for $3 million or $0.25 per share. Payment has been received for the sale of these shares. This represents a 44% beneficial ownership interest in the Company held directly by Mr. Fabio Galdi. The issuance of Common Stock was made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), provided by Section 4(2) of the Securities Act.

Entry into a Material Definitive Agreement.

On March 30, 2015, World Media & Technology Corp., a Nevada corporation (“WRMT” or the “Purchaser”), a majority owned subsidiary of World Assurance Group, Inc., a Nevada corporation (“WDAS” or “Parent”), PayNovi Ltd., an Irish limited liability company (the “PayNovi”) and Anch Holdings Ltd., an Irish limited liability company (the “Seller”) entered into a Common Stock Purchase Agreement (the “SPA”). Pursuant to the terms of the SPA, the Seller agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Seller, 350 shares of PayNovi’s common stock, which represents 35% of PayNovi’s total issued and outstanding shares as of the Closing Date, for a Purchase Price consisting of 1,361,000 shares of WRMT’s common stock, which represents 5% of WRMT’s total issued and outstanding shares as of the Closing Date, and 3,937,005 shares of WDAS’s common stock, which represents 5% of WDAS’s total issued and outstanding shares of the Closing Date, being issued to the Seller. The SPA provides for certain additional rights and obligations of the parties, including PayNovi agreeing to certain provisions relating to public disclosure, confidentiality, consents and filings, and transfer and additional issuance restrictions. The closing of the issuance of all of the shares occurred on March 31, 2015. The description of the SPA above is qualified in its entirety by reference to the full text of the SPA filed as Exhibit 10.4 hereto.

F-17

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls

We evaluated the effectiveness of our disclosure controls and procedures as of the end of the 2014 fiscal year. This evaluation was conducted with the participation of our chief executive officer and our principal accounting officer.

Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to be disclosed in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported.

Limitations on the Effective of Controls

Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Conclusions

Based upon their evaluation of our controls, the chief executive officer and principal accounting officer have concluded that, subject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared. There were no changes in our internal controls that occurred during the year covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table presents information with respect to our officers, directors and significant employees as of the date of this Report:

Name

Position

Fabio Galdi

President, Chief Executive Officer, Secretary and Director

Alfonso Galdi

Chief Financial Officer, Treasurer and Director

Alessandro Senatore

Chief Operating Officer, Director

Each director serves until our next annual meeting of the stockholders or unless they resign earlier. The Board of Directors elects officers and their terms of office are at the discretion of the Board of Directors.

Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. At the present time, members of the board of directors are not compensated for their services to the board.

Biographical Information Regarding Officers and Directors

Fabio Galdi:

On October 29, 2014 Mr. Fabio Galdi was named our Chief Executive Officer, President and Secretary, and appointed as Chairman of the Board of Directors. Mr. Galdi has also served as Chairman of the Board, Chief Executive Officer and Secretary of World Assurance Group, Inc. since March 5, 2014. Mr. Galdi is a computer science and telecommunications expert. He graduated in 1992 from the Technical and Industrial College at ITIS G. Marconi, Italy with a degree in Computer Science.

Mr. Galdi began his career as an Internet and technology entrepreneur. On March 18, 1994, he created and was named CTO of the People's Network, an Internet start-up in Europe that became Italy’s second largest ISP and the fifth largest in Europe. He set up a franchising organization with more than 60 Point of Presences (PoPs) throughout the territory and he expanded his activity into the UK in 1996. In November of 1997 he successfully exited this business.

Mr. Galdi subsequently founded Mecotek International on May 15, 1997, an IT company based in Singapore. At Mecotek International, he served as President and Chairman of the Board and was responsible for Product Strategy. In 2001, Mecotek formed two manufacturing plants in China and one in Thailand in 2002. At this time, he led Mecotek to partner with Italy’s public administration to undertake one of their biggest custom-made, personal computer project, valued at more than 60 Million Euros.

In early 2005, he founded his first Network Marketing company specializing in Telecommunication, Telme Communication Pte Ltd, and created one of the first retail, fixed and mobile-VoIP platforms, launching as one of the first consumer-based VoIP applications in Europe, Russia and Latin America. Within 3 years, he had operations in more than 50 countries, with more than 250,000 subscribers and 75,000 distributors, thanks to the innovative Multidimensional Marketing business model that topped more than $100 million dollars in revenue. Mr. Galdi resigned from this company on December 10, 2009.

Today, Mr. Galdi is also the President and CEO of World Global Network Pte Ltd, a multinational company based in Singapore that conducts direct selling business related to new opportunity technologies and communications products. Mr. Galdi was appointed President and CEO of World Global Network Pte Ltd on November 10, 2010.

Alfonso Galdi.

On October 29, 2014, Alfonso Galdi was named to act as our new Chief Financial Officer and Treasurer, and appointed as a Member of the Board of Directors of the Registrant. Mr. Alfonso Galdi has also served as Chief Financial Officer and a member of the Board of Directors of World Assurance Group, Inc. since March 5, 2014. Alfonso Galdi has a career spanning more than 20 years.

Currently, Alfonso Galdi is also CFO of World Global Network PLC, a multinational public company based in the UK. At the early stage of his career, Alfonso founded Microsys Informatica in 1994 (a retail IT distribution company), which he left on October 22, 1996 Mr. Alfonso Galdi then went on September 10, 2002 to become the Managing Director at one of Italy’s top IT manufacturer and wholesaler companies, Mecotek Italia Spa and subsequently contributed to building and managing successful businesses, by building company revenues to over $100 million. Alfonso Galdi left Mecotek Italia Spa on October 27, 2004.

Mr. Galdi holds a Computer Science degree from the Technical and Industrial College at ITIS G.Marconi, Italy.

Alessandro Senatore.

On October 29, 2014, Mr. Alessandro Senatore was named to act as our Chief Operating Officer and appointed as a Member of the Board of Directors. Mr. Senatore has also served as the Chief Operating Officer and board member of World Assurance Group, Inc. since March 5, 2014. Alessandro Senatore holds a degree in Computer Science from the Technical and Industrial College ITIS B.Focaccia (Salerno, Italy) and a PhD in Computer Science in 2004 at the University of Salerno (Italy).

From 1 March 2001 to 28 February 2004, Mr. Senatore ran his first business, PubliRete, an IT company developing web portals and communication solutions over main media networks.

From 4 March 2004 until 31 December 2005 he joined CRMPA (Research Center in Pure Mathematic Applied), a university research center working on mathematic models applied in new Information Technology concepts and also working on projects related to adaptive E-Learning.

In 2006, his interests brought him into the area of Business Intelligence at Sis-temi Corporation, exactly from January of 2006 until June of 2007, where he was project manager. There, he developed applications for various important corporations, helping them to follow their business by controlling growth and risk factors. From July of 2007 until December of 2010, Alessandro Senatore worked in the industry of network marketing and telecommunication in the role of CTO.

Currently, and as of 5 January 2011, Mr. Senatore is also the COO, a Board Member and co-founder at World Global Network PLC, a multinational public company based in the UK, that conducts direct selling business related to new opportunity, technologies and communications products.

Item 11: EXECUTIVE COMPENSATION

Compensation of Officers

The following summary compensation table sets forth information concerning compensation for services rendered in all capacities during 2014 and 2013 awarded to, earned by or paid to our executive officers.



Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Award Options ($)	Non-Equity Incentive Plan Compensation	Change in Pension Value & Non-Qualified Deferred Compensation Earnings ($)	All Other Compen- sation ($)	Totals ($)

Fabio Galdi,	2014	-	-	-	-	-	-	-	-
President, CEO, Secretary	2013	-	-	-	-	-	-	-	-

Alfonso Galdi,	2014	-	-	-	-	-	-	-	-
Chief Financial Officer, Treasurer	2013	-	-	-	-	-	-	-	-

Alessandro Senatore,	2014	-	-	-	-	-	-	-	-
Chief Operating Officer	2013	-	-	-	-	-	-	-	-

Elena Shmarihina,	2014	-	-	-	-	-	-	5,260	5,260
Former President, Former CEO	2013	-	-	-	-	-	-	4,000	4,000

Alexander Averchenko,	2014	-	-	-	-	-	-	-	-
Former CFO, Former Treasurer, Former Secretary	2013	-	-	-	-	-	-	4,800	4,800

Retirement, Resignation or Termination Plans

We sponsor no plan, whether written or verbal, that would provide compensation or benefits of any type to an executive upon retirement, or any plan that would provide payment for retirement, resignation, or termination as a result of a change in control of our company or as a result of a change in the responsibilities of an executive following a change in control of our company.

Directors’ Compensation

The persons who served as members of our board of directors, including executive officers, did not receive any compensation for services as directors for 2014 and 2013.

Option Exercises and Stock Vested

There were no options exercised or stock vested during the years ended December 31, 2014 and 2013.

Pension Benefits and Nonqualified Deferred Compensation

The Company does not maintain any qualified retirement plans or non-nonqualified deferred compensation plans for its employees or directors.

Executive Officer Outstanding Equity Awards at Fiscal Year-End

As at December 31, 2014, there are no common share purchase options, stock awards or equity incentive plan awards held by each of our named executive officers. The following table provides certain information concerning any common share purchase options, stock awards or equity incentive plan awards held by each of our named executive officers that were outstanding as of December 31, 2014.


	Option Awards:		Equity Incentive Plan Awards:
Name and Principal Position	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Un-exercisable	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	Stock Awards 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
Fabio Galdi Chief Executive Officer, President, Secretary	--	--	--	--	--	--	--	--	--
Alfonso Galdi, Chief Financial Officer, Treasurer	--	--	--	--	--	--	--	--	--
Alessandro Senatore, Chief Operating Officer	--	--	--	--	--	--	--	--	--

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding beneficial ownership of our common stock as of December 31, 2014: (i) by each of our directors, (ii) by each of the Named Executive Officers, (iii) by all of our executive officers and directors as a group, and (iv) by each person or entity known by us to beneficially own more than five percent (5%) of any class of our outstanding shares. As of December 31, 2014 there were 15,220,000 shares of our common stock outstanding:


Title of Class	Name of Beneficial Owner Directors and Officers:	Amount and Nature of Beneficial Ownership (1)	Percentage of Beneficial Ownership %
Common	World Assurance Group Inc. (“WDAS”)	15,095,000	99%
Common	Fabio Galdi, CEO, Secretary and Director	0*	0*
Common	Alfonso Galdi, CFO and Director	0	0
Common	Alessandro Senatore, COO and Director	0	0
Common	All executive officers and directors as a group (3 persons)	0	0

* Fabio Galdi beneficially owns the 15,095,000 WRMT shares owned directly by World Assurance Group, Inc. through his beneficial ownership and control of World Assurance Group, Inc., a company that he is also CEO, Secretary and Director of.

(1) Applicable percentage of ownership is based on 15,220,000 shares of common stock outstanding on December 31, 2014.

Percentage ownership is determined based on shares owned together with securities exercisable or convertible into shares of common stock within 60 days of December 31, 2013, for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of December 31, 2013, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Our common stock is our only issued and outstanding class of securities eligible to vote.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

As at December 31, 2014, the proceeds from the sale of the shares had not been received and have been recorded as ‘Due from Parent’ in Shareholders Equity. The proceeds have subsequently been received during March 2015.

Subsequently, on January 27, 2015, the Company executed an Asset Purchase Agreement, which replaced and superseded the previous Purchase and Intercompany License Agreement effective as of October 29, 2014 and is retroactively effective as of October 29, 2014, whereby (i) WGA sold all of the SPACE Business assets, including certain intellectual property related to WGA’s ‘SPACE’ technology and brand/trademarks, to the Company , (ii) the Company agreed to repay certain expenses and assumed liabilities in the total amount of approximately $550,000 , and (iii) WDAS agreed to transfer $2,000,000 to the Company in exchange for 8,000,000 shares of the Company’s restricted common stock.

90% of WDAS is beneficially owned and controlled by Fabio Galdi, our CEO and the CEO of WDAS.

The Company is sharing office facilities with WGG and under its real estate sublease with WGG will be recharged rent and a cost allocation for the property based on the amount of space that it uses. Details of the duration of the lease, the amount of space to be occupied and the amount of the lease payment has yet to be finalized. In December of 2014, WGG was sold by WDAS to World Capital Holding (FZC), a company beneficially owned and controlled by Fabio Galdi, the Company’s CEO. The terms and conditions of the sublease from WGG to the Company remain in full force and effect.

Consulting services from former President, Chief Executive Officer, Secretary and Treasurer and former Chief Financial Officer


	For the twelve months
	December 31, 2014	December 31, 2013
Former President, Chief Executive Officer(s)	$ 5,260	$ 9,000
Former Chief Financial Officer, Secretary and Treasurer	-	4,800

	$ 5,260	$ 13,800

Accounts Payable – Related Parties

Balance due to Directors and Officers

Balance due to WDAS

As at December 31, 2014 and 2013 the Company owed WDAS $925,338 and $0 respectively.

The balance is unsecured, due on demand and interest free.

Forgiveness of Advances and Accrued Compensation from Former Officers

Family Relationships

There are no family relationships among our officers and directors, other than Fabio Galdi and Alfonso Galdi, who are brothers.

Director Independence

Under NASDAQ rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Our director, Fabio Galdi, is also our chief executive officer; our director Alfonso Galdi is also our chief financial officer; and our director, Alessandro Senatore is also our Chief Operating Officer. As a result, we do not have independent directors on our Board of Directors.

Item 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

During the years ended December 31, 2014, and 2013, we engaged Cutler & Co, LLC, as our independent auditor. For the years ended December 31, 2014, and 2013, we incurred fees as discussed below:


	For the twelve months
	December 31, 2014	December 31, 2013
Audit fees	$9,500	$ 3,500
Audit – related fees	Nil	Nil
Tax fees	Nil	Nil
All other fees	Nil	Nil

Audit fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements and review of our quarterly financial statements. Tax fees represent fees related to preparation of our corporation income tax returns.

Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Under our audit committee’s policy, pre-approval is generally provided for particular services or categories of services, including planned services, project based services and routine consultations. In addition, the audit committee may also pre-approve particular services on a case-by-case basis. Our audit committee approved all services that our independent accountants provided to us in the past two fiscal years.

PART IV

Item 15.

EXHIBITS


Exhibit
Number	Exhibit Description	Location

3.1	Articles of Incorporation.	Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on November 7, 2013
3.2	Bylaws.	Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on November 7, 2013
4.1	Subscription Agreement.	Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the SEC on November 7, 2013
4.2	Stock Purchase Agreement between World Assurance Group, Inc., Elena Shmarihina and Halton Universal Brand, Inc.	Incorporated by reference to Exhibit 2.1 of Registrant’s Form 8-K filed on November 4, 2014
4.3	Stock Purchase Agreement between World Assurance Group, Inc., Alexander Averchenko and Halton Universal Brand, Inc.	Incorporated by reference to Exhibit 2.2 of Registrant’s Form 8-K filed on November 4, 2014
4.4	Amendment No. 1 to Stock Purchase Agreement between World Assurance Group, Inc., Elena Shmarihina and Halton Universal Brand, Inc.	Incorporated by reference to Exhibit 2.3 of Registrant’s Form 8-K filed on November 4, 2014
4.5	Amendment No. 1 to Stock Purchase Agreement between World Assurance Group, Inc., Alexander Averchenko and Halton Universal Brand, Inc.	Incorporated by reference to Exhibit 2.4 of Registrant’s Form 8-K filed on November 4, 2014
10.1	Purchase and Intercompany License Agreement between World Assurance Group, Inc., World Global Group, Inc., World Global Assets, Inc. and Halton Universal Brands, Inc. dated October 29, 2014	Incorporated by reference to Exhibit 10.1 of Registrant’s Form 8-K filed on November 4, 2014
10.2	Asset Purchase Agreement between World Assurance Group, Inc., World Global Assets, Inc. and Halton Universal Brands, Inc. dated January 30, 2015 (replaces and supersedes the Purchase and Intercompany License Agreement, Exhibit 10.1, in its entirety).	Filed herewith.


10.3	Contribution and Assignment Agreement between World Global Assets, Inc. and Halton Universal Brands, Inc.	Filed herewith.
10.4	Common Stock Purchase Agreement, dated as of March 30, 2015, by and between World Media & Technology Corp., World Assurance Group, Inc., PayNovi Ltd. and Anch Holdings Ltd.	Incorporated by reference to Exhibit 10.1 of Registrant’s Form 8-K filed on April 7, 2015.
17.1	Resignation Letter of Elena Shmarihina as Officer dated October 29, 2014	Incorporated by reference to Exhibit 17.1 of Registrant’s Form 8-K filed on November 4, 2014
17.2	Resignation Letter of Elena Shmarihina as Director dated October 29, 2014	Incorporated by reference to Exhibit 17.2 of Registrant’s Form 8-K filed on November 4, 2014
17.3	Resignation Letter of Alexander Averchenko as Officer dated October 29, 2014	Incorporated by reference to Exhibit 17.3 of Registrant’s Form 8-K filed on November 4, 2014
17.4	Resignation Letter of Alexander Averchenko as Director dated October 29, 2014	Incorporated by reference to Exhibit 17.4 of Registrant’s Form 8-K filed on November 4, 2014

31.1

Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2

Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 101.INS XBRL Instance Document **

101.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 **

* Filed herewith.

** 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

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 15, 2015


		WORLD MEDIA & TECHNOLOGY CORP.

		By:	/s/ Fabio Galdi
			Fabio Galdi
			President, Chief Executive Officer (Principal Executive Officer), Secretary and Director

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


SIGNATURES	TITLE	DATE

/s/ Fabio Galdi	President, C.E.O., Principal Executive Officer, Secretary and Director	April 15, 2015
Fabio Galdi
/s/ Alfonso Galdi	Treasurer, C.F.O., Principal Accounting Officer, Principal Financial Officer and Director	April 15, 2015
Alfonso Galdi

Exhibit 10.2

ASSET PURCHASE AGREEMENT

by and between

World Assurance Group, Inc., a Nevada corporation ("WDAS"),

World Global Assets, a Singapore corporation and a wholly owned subsidiary of WDAS ("WGA")

And

World Media & Technology Corp.

(Formerly Halton Universal Brands, Inc.), a Nevada corporation

("HNVB")

This Agreement supersedes and replaces any and all versions of the Purchase And Intercompany License Agreement dated October 29, 2014 or any agreement between the parties concerning the license or contribution of ‘SPACE’ IP to HNVB

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT, executed as of January 30, 2015 but which shall be retroactively effective as of October 29, 2014 (the “CLOSING DATE” or the "EFFECTIVE DATE”), is made and entered into by and between World Assurance Group, Inc., a Nevada corporation ("WDAS"), World Global Assets, a Singapore corporation and a wholly owned subsidiary of WDAS ("WGA" and, together with WDAS, collectively, the "WORLD PARTIES"), and World Media & Technology Corp. (Formerly Halton Universal Brands, Inc.), a Nevada corporation ("HNVB" or “ACQUIROR”).

RECITALS:

WHEREAS, upon and subject to the terms and conditions set forth herein, WGA proposes to sell to HNVB, and HNVB proposes to purchase, substantially all of the assets used or held for use by WGA in the conduct of its SPACE Computer business (the “SPACE BUSINESS”) in exchange for HNVB’s assumption of certain obligations of the Business as set forth herein, and HNVB’s agreement to enter into a stock sale agreement with WDAS pursuant to the terms as set forth herein;

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, each Party hereby agrees as follows:

ARTICLE I
DEFINITIONS

Section 1.1

Certain Definitions. The following terms, as used herein, have the meanings set forth below:

“Affiliate” of any specified Person means any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specified Person.

“Agreement” means this Asset Purchase Agreement, as amended from time to time.

“Business Day” means any day except Saturday, Sunday or any day on which banks are generally not open for business.

“Closing Date” means October 29, 2014.

“Closing Date Indebtedness” means any indebtedness of THE SPACE BUSINESS with respect to (a) borrowed money, (b) notes payable, (c) capital leases, and (d) installment sale Contracts or other Contracts relating to the deferred and unpaid purchase price of property or services, including any interest accrued thereon and prepayment or similar penalties and expenses, as of the Closing Date.

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“Confidential Information” means any data or information (including trade secrets), without regard to form, regarding (for example and including) (a) business process models; (b) proprietary software; (c) research, development, products, services, marketing, selling, business plans, budgets, unpublished financial statements, licenses, prices, costs, Contracts, suppliers, customers, and customer lists; (d) the identity, skills and compensation of employees, contractors, and consultants; (e) specialized training; and (f) discoveries, developments, trade secrets, processes, formulas, data, lists, and all other works of authorship, mask works, ideas, concepts, know-how, designs, and techniques, whether or not any of the foregoing is or are patentable, copyrightable, or registrable under any intellectual property Laws or industrial property Laws in the United States or elsewhere. Notwithstanding the foregoing, no data or information constitutes “Confidential Information” if such data or information is publicly known and in the public domain through means that do not involve a breach by the Party who is under an obligation of confidentiality or under any covenant or obligation set forth in this Agreement.

“Contract” means any contract, sub-contract, agreement, lease, sublease, license, commitment, sale and purchase order, note, loan agreement or any other instrument, arrangement, or understanding of any kind, whether written or oral, and whether express or implied.

“Control” means, when used with respect to any specified Person, the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by Contract or otherwise.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“THE SPACE BUSINESS Financial Statements” means (a) the unaudited balance sheet of THE SPACE BUSINESS as of September 30, 2014, and the unaudited statements of income of THE SPACE BUSINESS for the period then ended.

“THE SPACE BUSINESS Indemnified Parties” means THE SPACE BUSINESS and its Affiliates, their respective officers, directors, employees, agents and representatives and the heirs, executors, successors and assigns of any of the foregoing.

“GAAP” means United States generally accepted accounting principles.

“Governmental Entity” means any (a) nation, state, commonwealth, county, city, town, village, district, or other jurisdiction of any nature, (b) federal, state, local, municipal, foreign, or other government, (c) federal, state, local or foreign governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court or tribunal), (d) multi-national or supra-national organization or body, (e) body exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power, including any court or arbitrator, (f) self-regulatory organization or (g) official of any of the foregoing.

“Indemnified Party” means THE SPACE BUSINESS Indemnified Party or an Acquiror Indemnified Party.

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“Intellectual Property” means any or all of the following and all rights, arising out of or associated therewith: (a) all patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof; (b) all inventions (whether patentable or not), invention disclosures, improvements, proprietary information, know-how, technology, technical data and customer lists, and all documentation relating to any of the foregoing; (c) all copyrights, copyright registrations and applications therefor, and all other rights corresponding thereto; (d) all industrial designs and any registrations and applications therefor; (e) all internet uniform resource locators, domain names, trade names, logos, slogans, designs, common law trademarks and service marks, trademark and service mark registrations and applications therefor; (f) all Software, databases and data collections and all rights therein; (g) all moral and economic rights of authors and inventors, however denominated; and (h) any similar or equivalent rights to any of the foregoing.

“Knowledge” means, (i) with respect to THE SPACE BUSINESS, all facts known by any executive officer or director of THE SPACE BUSINESS on the date hereof or on the Closing Date following reasonable inquiry and diligence with respect to the matters at hand and (ii) with respect to Acquiror, all facts known by any executive officer or director of Acquiror on the date hereof or on the Closing Date following reasonable inquiry and diligence with respect to the matters at hand.

“Laws” means all laws (including Labor Laws), statutes, common law, rules, codes, regulations, restrictions, ordinances, orders, decrees, approvals, directives, judgments, rulings, injunctions, writs, awards and decrees of, or issued or entered by, all Governmental Entities.

“Licenses” means all notifications, licenses, permits (including environmental, construction and operation permits), franchises, certificates, approvals, exemptions, classifications, registrations and other similar documents and authorizations issued by any Governmental Entity, and applications therefor.

“Liens” means all mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever.

“Losses” means any and all claims, liabilities, obligations, damages, losses, costs, expenses, penalties, fines and judgments (including amounts paid in settlement, costs of investigation and reasonable attorney’s fees and expenses), whenever arising or incurred, and whether or not arising out of a third party claim. The Parties acknowledge and agree that “Losses” shall not include special, indirect, consequential, exemplary and punitive damages.

“Material Adverse Effect” means any state of facts, change, event, effect or occurrence (when taken individually or together with all other states of fact, changes, events, effects or occurrences) that has, has had or is reasonably likely to have a materially adverse effect on the financial condition, results of operations, prospects, properties, assets or liabilities (including contingent liabilities) of THE SPACE BUSINESS or Acquiror, as the context so requires. A Material Adverse Effect shall also include any state of facts, change, event or occurrence that shall have occurred or been threatened that (when taken individually or together with all other states of facts, changes, events, effects or occurrences that have occurred or been threatened) has prevented or materially delayed, or would be reasonably likely to prevent or materially delay, the

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performance by THE SPACE BUSINESS or Acquiror, as the context so requires, of their obligations hereunder or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, any state of facts, change, event or occurrence that shall have occurred or been threatened that is caused by or results from any of the following shall not be taken into account in determining whether there has been a Material Adverse Effect: (i) any actions taken or not taken, as the case may be, as required or permitted by or pursuant to the terms of this Agreement; (ii) changes affecting the industry in which THE SPACE BUSINESS or Acquiror, as the context so requires, operates generally, the United States or global economy or general economic conditions (except where, with respect to each case, such changes or economic conditions disproportionately impact THE SPACE BUSINESS or Acquiror, as the context so requires); and (iii) the announcement or pendency of any of the transactions contemplated by this Agreement.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, trust, unincorporated organization or Governmental Entity.

“Receivables” means THE SPACE BUSINESS’s accounts receivable, costs in excess of billings, notes receivable, retainages and other receivables as of the close of business on the Closing Date.

“Software” means any computer software program, together with any error corrections, updates, modifications, or enhancements thereto, in both machine-readable form and human-readable form, including all comments and any procedural code.

“Subsidiary” or “Subsidiaries” means any Person Controlled, directly or indirectly through one or more intermediaries.

“Supplier” means any supplier of goods or services to which THE SPACE BUSINESS paid more than $10,000 in the aggregate during the most recently completed fiscal year or expects to pay more than $10,000 in the aggregate during the current fiscal year.

“Taxes” means all taxes, assessments, charges, duties, fees, levies and other charges of a Governmental Entity, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind (including taxes under Treasury Regulation Section 1.1502-6) for which THE SPACE BUSINESS may have any liability imposed by any Governmental Entity, whether disputed or not, and any related charges, interest or penalties imposed by any Governmental Entity.

“Tax Return” means any report, return, declaration or other information, in whatever form or medium, required to be supplied to a Governmental Entity in connection with Taxes, including estimated returns and reports of every kind with respect to Taxes.

“THE SPACE BUSINESS Indemnified Parties” means THE SPACE BUSINESS and its respective officers, directors, employees, agents and representatives and the heirs, executors, successors and assigns of any of the foregoing.

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Section 1.2

Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP.

ARTICLE II
PURCHASE OF ASSETS

Section 2.1

Agreement to Purchase. Subject to the terms and conditions hereof, at the Closing, WGA shall sell, assign, transfer and deliver to Acquiror, and Acquiror shall accept such and acquire from WGA, all right, title and interest of THE SPACE BUSINESS in and to, except for the Excluded Assets, all of its assets, properties and rights of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, and wherever situated, in existence on the date hereof and any additions thereto on or before the Closing Date (such assets, properties and rights, being referred to as the “Assets”), free and clear of all Liens, other than Permitted Liens. The Assets shall include THE SPACE BUSINESS’s right, title and interest in and to the following assets, properties and rights:

(a)

the prepayment to Atmail, Inc. in the amount of One Hundred Three Thousand Two Hundred Twenty Six Dollars ($103,226);

(b)

the goodwill, patents, patent applications, copyrights, copyright applications, methods, know-how, Software, technical documentation, processes, procedures, inventions, trade secrets, trademarks, trade names, service marks, service names, registered user names, technology, research records, data, designs, plans, drawings, manufacturing know-how and formulas, whether patentable or unpatentable, and other intellectual or proprietary rights or property (and all rights thereto and applications therefor), including all THE SPACE BUSINESS Intellectual Property, pursuant to the Intellectual Property Contribution and Assignment Agreement, attached hereto as Exhibit 2.1;

(c)

all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights; and

(d)

information, files, correspondence, records, data, plans, reports, contracts and recorded knowledge, including customer, supplier, price and mailing lists, and all accounting or other books and records of THE SPACE BUSINESS in whatever media retained or stored, including computer programs and disks.

Section 2.2

Excluded Assets. Notwithstanding anything to the contrary set forth herein, the Assets shall not include the following assets, properties and rights of THE SPACE BUSINESS (collectively, the “Excluded Assets”):

(a)

the articles of incorporation and bylaws, minute books, and stock ledgers and stock records of WGA;

(b)

the rights that accrue to WGA hereunder; and

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(c)

rights to refunds of Taxes paid by WGA, whether paid directly by WGA or indirectly by a third party on WGA’s behalf, regardless of whether such rights have arisen or hereafter arise.

Section 2.3

Assumption of Assumed Liabilities. Effective as of the Closing, Acquiror shall assume the following liabilities and obligations of THE SPACE BUSINESS (together with all other liabilities that are not specifically listed as Excluded Liabilities on Exhibit 2.4 or that relate to the operation of the current or former THE SPACE BUSINESS Business) (collectively, the “Assumed Liabilities”):

(a)

the current liabilities of THE SPACE BUSINESS as listed on THE SPACE BUSINESS Financial Statements, attached hereto as Exhibit 2.3;

(b)

the Closing Date Indebtedness as listed on THE SPACE BUSINESS Financial Statements; and

(c)

relating to, resulting from, or arising out of, (i) claims made in pending or future suits, actions, investigations or other legal, governmental or administrative proceedings or (ii) claims based on violations of Law (including any Environmental Law, workers’ compensation, employment practices or health and safety matters), breach of Contract, or any other actual or alleged failure of THE SPACE BUSINESS to perform any obligation (under any Law, License or Contract), in each case arising out of, or relating to, (w) acts or omissions that shall have occurred, (x) services performed or products sold, (y) the ownership or use of the Assets, or (z) the operation of THE SPACE BUSINESS’s business, prior to the Closing.

Section 2.4

Specifically Excluded Liabilities. Acquiror shall not assume, in connection with the transactions contemplated hereby, the following liabilities and obligations of THE SPACE BUSINESS, and THE SPACE BUSINESS shall retain responsibility for all such listed liabilities and obligations. Specifically, the Assumed Liabilities shall not include, and in no event shall Acquiror assume, agree to pay, discharge or satisfy any liability or obligation hereunder or otherwise have any responsibility for any liability or obligation of THE SPACE BUSINESS (the “Specifically Excluded Liabilities”):

(a)

pertaining to any Excluded Asset.

Such Specifically Excluded Liabilities shall include all claims, actions, litigation and proceedings relating to any or all of the foregoing and all costs and expenses in connection therewith.

ARTICLE III
CONSIDERATION ISSUED UPON PURCHASE

Section 3.1

Consideration Issued Upon Acquisition. In exchange for the sale by WGA of the Assets of THE SPACE BUSINESS to Acquiror, HNVB shall repay the World Parties’ historical research and development expenses incurred in developing THE SPACE BUSINESS in the amount of Four Hundred Fifty Four Thousand Six Hundred Seventy Two Dollars ($454,672). Also, HNVB agrees to enter into a Stock Purchase Agreement with WDAS to issue

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a total of Eight Million (8,000,000) shares of its restricted common stock to WDAS at a purchase price of Twenty Five Cents ($0.25) per share, the cash proceeds of $2,000,000 to be delivered to HNVB within six months of the Effective Date of this Agreement.

In addition to the foregoing, as consideration for the sale, assignment, transfer and delivery of THE SPACE BUSINESS Assets by WGA, Acquiror shall assume and discharge all of the Assumed Liabilities as of the Closing Date.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF WGA

WGA hereby represents and warrants to Acquiror as follows as of the date hereof and the Closing Date:

Section 4.1

Organization.

Organization and Good Standing. WGA is a corporation duly organized, validly existing and in good standing under the laws of Singapore. WGA is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. Copies of the Certificate of Incorporation and Bylaws of the Company, and all amendments thereto, heretofore delivered to the Company are accurate and complete as of the date hereof. Schedule 4.1 contains a true, correct and complete list of all jurisdictions in which the Company is qualified to do business as a foreign corporation.

Section 4.2

Authorization. WGA has all requisite corporate power and authority, and have taken all corporate action necessary, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform their obligations thereunder. The execution and delivery of this Agreement by WGA and the consummation by WGA of the transactions contemplated hereby have been duly approved by the boards of directors of WGA. No other corporate proceedings on the part of WGA are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by WGA and is a legal, valid and binding obligation of WGA, enforceable against WGA in accordance with its terms.

Section 4.3

No Conflict or Violation. Neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by WGA with any of the provisions hereof, will () violate or conflict with any provision of the Articles of Incorporation or Bylaws of WGA or, () violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, any of the terms, conditions or provisions of any contract, indebtedness, note, bond, indenture, security or pledge agreement, commitment, license, lease, franchise, permit, agreement, authorization, concession, or other instrument or obligation to which WGA is a party, or () violate any statute, rule, regulation, ordinance, code, order, judgment, ruling, writ,

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injunction, decree or award except, in the case of each of clauses (a), (b) and (c) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of encumbrances which, in the aggregate, would not have a Material Adverse Effect on the Business or its ability to consummate the transactions contemplated hereby.

Section 4.4

Required Consents. Each action, consent, approval, notification, waiver, authorization, order or filing (each, a “Required Consent” and collectively, the “Required Consents”) under any Law, License or Contract to which WGA is a party that is necessary with respect to the execution, delivery and performance of this Agreement or the WGA Ancillary Documents to avoid a breach or violation of, or giving rise to any right of termination, cancellation or acceleration of any right or obligation or to a loss of any benefit under any such Law, License or Contract has been obtained or will be obtained as of the Closing Date. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to WGA or the Shareholders in connection with the execution, delivery or performance of this Agreement or the WGA Ancillary Documents or the consummation of the transactions contemplated hereby.

Section 4.5

No Undisclosed Liabilities. There are no liabilities of THE SPACE BUSINESS of any kind whatsoever, whether accrued, contingent, absolute or otherwise, and whether known or unknown, except for:

(a)

liabilities and obligations fully reflected or provided for in the Reference Balance Sheet of THE SPACE BUSINESS;

(b)

liabilities and obligations incurred in the ordinary course of business, consistent with past practice, since the date of the Reference Balance Sheet of THE SPACE BUSINESS and of a type reflected on such Reference Balance Sheet; and

(c)

liabilities and obligations under Contracts that are not (i) attributable to any failure by THE SPACE BUSINESS to comply with the terms thereof or any express or implied warranty, or (ii) entered into in violation of this Agreement.

Exhibit 2.3 attached hereto sets forth a complete and accurate list of all the liabilities that Acquiror shall assume at the Closing. To the extent any specific liability is not listed on any of the schedules identified in this Section 4.5, such liabilities shall be deemed to not be assumed by Acquiror.

Section 4.6

Absence of Certain Changes. Since the date of the Reference Balance Sheet of THE SPACE BUSINESS, there has not been (a) any Material Adverse Effect as to THE SPACE BUSINESS, (b) any damage, destruction, loss or casualty to property or assets of THE SPACE BUSINESS (including the Assets) with a value in excess of $10,000, whether or not covered by insurance, (c) any sale, transfer or disposition of any properties or assets, other than sales of inventory in the ordinary course of business, consistent with past practice or (d) any action taken of the type described in 7.1, that, had such action occurred following the date hereof without Acquiror’s prior approval, would be in violation of such 7.1.

Section 4.7

Legal Proceedings. There is no suit, action, claim, arbitration, proceeding or investigation pending or, to the Knowledge of WGA, threatened against WGA or THE

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SPACE BUSINESS before any Governmental Entity. No suit, action, claim, proceeding or investigation pending or, to the Knowledge of WGA, threatened against WGA or THE SPACE BUSINESS or the Assets before any Governmental Entity, if finally determined adversely, is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on THE SPACE BUSINESS. THE SPACE BUSINESS is not subject to any judgment, decree, injunction, rule or order of any court or arbitration panel.

Section 4.8

Compliance with Law. WGA is and has been at all times in material compliance with all applicable Laws (including applicable Laws relating to zoning and the safety and health of employees). WGA (a) has not been charged with, and has not received any written notice that it is under investigation with respect to, and, to the Knowledge of WGA, is not otherwise now under investigation with respect to, a violation of any applicable Law, (b) is not a party to, or bound by, any order, judgment, decree, injunction, rule or award of any Governmental Entity and (c) has filed all reports and has all Licenses required to be filed with any Governmental Entity on or prior to the date hereof.

Section 4.9

Contracts. There are no Contracts currently in force to which WGA is a party and under which THE SPACE BUSINESS has continuing liabilities and/or obligations.

Section 4.10

Intellectual Property.

(a)

Exhibit 2.1 contains a true, correct and complete list of all THE SPACE BUSINESS Intellectual Property. THE SPACE BUSINESS owns, or is licensed or otherwise has the right to use, free and clear of any Liens, all Intellectual Property used in connection with the operation and conduct of its business. The licensing by THE SPACE BUSINESS of any THE SPACE BUSINESS Intellectual Property has been subject to commercially reasonable quality control. There are no agreements or arrangements between WGA and any third party which have any effect upon THE SPACE BUSINESS’s title to or other rights respecting the Intellectual Property, including the right to transfer the same as contemplated by this Agreement. To the extent that any THE SPACE BUSINESS Intellectual Property has been developed or created by a third party for WGA, WGA has a written agreement with such third party with respect thereto and WGA thereby either (i) has obtained ownership of and is the exclusive owner of, or (ii) has obtained a license (sufficient for the conduct of its business as currently conducted) to, all of such third party’s Intellectual Property in such work, material or invention by operation of law or by valid assignment.

(b)

Neither WGA nor any of its products or services has infringed upon or otherwise violated, or is infringing upon or otherwise violating, the Intellectual Property of any third party. To the Knowledge of WGA, no Person has infringed upon or violated, or is infringing upon or violating, any of THE SPACE BUSINESS Intellectual Property.

(c)

WGA has taken reasonable steps to protect its rights in its Confidential Information and any trade secret or confidential information of third parties used by WGA in THE SPACE BUSINESS, and, except under confidentiality obligations, there has not been any disclosure by WGA of any of its Confidential Information or any such trade secret or confidential information of third parties.

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Section 4.11

Disclosure. No representations, warranties, assurances or statements by WGA in this Agreement and no statement contained in any document (including THE SPACE BUSINESS Financial Statements), certificates or other writings furnished or to be furnished by WGA to Acquiror or any of its representatives pursuant to the provisions hereof contains or will contain any untrue statement of material fact, or omits or will omit to state any fact necessary, in light of the circumstances under which it was made, in order to make the statements herein or therein not misleading.

Section 4.12

No Other Agreements. WGA does not have any commitment or legal obligation, absolute or contingent, to any other Person (other than Acquiror hereunder) to sell, assign, transfer or effect a sale of THE SPACE BUSINESS, to effect any merger, consolidation, liquidation, dissolution or other reorganization of WGA or THE SPACE BUSINESS, or to enter into any agreement or cause the entry into of an agreement with respect to any of the foregoing.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF WDAS

WDAS represents and warrants to HNVB as follows as of the date hereof and the Closing Date:

Section 5.1

WDAS has the legal power and authority to execute and deliver this Agreement and to consummate the transactions hereby contemplated;

Section 5.2

WDAS understands and agrees that offers and sales of any of the Acquiror’s restricted common stock (the “Shares”) prior to the expiration of a period of one year after the date of completion of the transfer of the Shares (the "Restricted Period") as contemplated in this Agreement shall only be made in compliance with the safe harbor provisions set forth in Rule 144, or pursuant to the registration provisions of the Securities Act or pursuant to an exemption therefrom, and that all offers and sales after the Restricted Period shall be made only in compliance with the registration provisions of the Securities Act or an exemption therefrom; and

Section 5.3

WDAS is acquiring the Shares as principal for the WDAS's own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in the Shares.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF ACQUIROR

Acquiror hereby represents and warrants to WGA and WDAS as follows as of the date hereof and the Closing Date:

Section 6.1

Organization.

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(a)

Acquiror is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Nevada and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Acquiror is duly qualified or registered as a foreign corporation to transact business under the Laws of each jurisdiction where the character of its activities or the location of the properties owned or leased by it requires such qualification or registration, except in such jurisdictions where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect on Acquiror.

(b)

The authorized capital stock of Acquiror consists of 75,000,000 shares of common stock, $0.001 par value per share, of which 15,220,000 shares are issued and outstanding. There are no outstanding stock options, warrants, conversion rights, subscriptions or other rights entitling any Person to acquire or receive, or requiring Acquiror to issue, any shares of its capital stock or securities convertible into, or exchangeable for, such shares of capital stock.

Section 6.2

Authorization. Acquiror has full corporate power and authority to execute and deliver this Agreement and the Acquiror Ancillary Documents and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Acquiror Ancillary Documents by Acquiror and the performance by Acquiror of its obligations hereunder and thereunder and the consummation of the transactions provided for herein and therein have been duly and validly authorized by all necessary corporate action on the part of Acquiror. This Agreement has been, and the Acquiror Ancillary Documents shall be as of the Closing Date, duly executed and delivered by Acquiror and do or shall, as the case may be, constitute the valid and binding agreements of Acquiror, enforceable against Acquiror in accordance with their respective terms, except to the extent that enforceability may be limited by the effect of (i) any applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Section 6.3

Absence of Restrictions and Conflicts. The execution, delivery and performance of Acquiror of this Agreement and the Acquiror Ancillary Documents, as applicable, the consummation of the transactions contemplated hereby and thereby and the fulfillment of and compliance with the terms and conditions hereof and thereof do not or shall not (as the case may be), with the passing of time or the giving of notice or both, (a) contravene or conflict with any term or provision of the articles of incorporation or bylaws of Acquiror, (b) violate or conflict with, constitute a breach of or default under, result in the loss of any benefit under, permit the acceleration of any obligation under or create in any party the right to terminate, modify or cancel any Contract to which Acquiror is a party, (c) contravene or conflict with any judgment, decree or order of any Governmental Entity to which Acquiror is a party or by which Acquiror or any of its respective properties are bound or (d) contravene or conflict with any Law or arbitration award applicable to Acquiror, except in the case of each of (b) and (d) above to the extent any such violation, breach or conflict would not reasonably be expected to result in a Material Adverse Effect on Acquiror.

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Section 6.4

Required Consents. Each Required Consent under any Law, License or Contract to which Acquiror is a party that is necessary with respect to the execution, delivery and performance of this Agreement or the Acquiror Ancillary Documents to avoid a breach or violation of, or giving rise to any right of termination, cancellation or acceleration of any right or obligation or to a loss of any benefit under any such Law, License or Contract has been obtained or will be obtained as of the Closing Date. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required with respect to Acquiror in connection with the execution, delivery or performance of this Agreement or the Acquiror Ancillary Documents or the consummation of the transactions contemplated hereby.

Section 6.5

Disclosure. No representations, warranties, assurances or statements by Acquiror in this Agreement and no statement contained in any document, certificates or other writings furnished or to be furnished by Acquiror to WGA and WDAS or any of its representatives pursuant to the provisions hereof contains or will contain any untrue statement of material fact, or omits or will omit to state any fact necessary, in light of the circumstances under which it was made, in order to make the statements herein or therein not misleading.

ARTICLE VII
CERTAIN COVENANTS AND AGREEMENTS

7.1

Inspection and Access to Information. During the period commencing on the date hereof and ending on the Closing Date, each Party shall (and shall cause its officers, directors, employees, auditors and agents to) provide the other Parties and their accountants, investment bankers, counsel, consultants and other authorized representatives full access, during reasonable hours and under reasonable circumstances, to any and all of its premises, employees (including executive officers), properties, contracts, commitments, books, records and other information (including Tax Returns filed and those in preparation) and shall cause its officers to furnish to the other Parties and their authorized representatives, promptly upon request therefor, any and all financial, technical and operating data and other information pertaining to itself and its business and otherwise fully cooperate with the conduct of due diligence by the other Parties and their representatives.

7.2

Reasonable Efforts; Further Assurances; Cooperation. Subject to the other provisions hereof, each Party shall use its reasonable, good faith efforts to perform its obligations hereunder and to take, or cause to be taken, and do, or cause to be done, all things necessary, proper or advisable under applicable Law to cause the transactions contemplated herein to be effected as soon as practicable, but in any event on or prior to the Expiration Date, in accordance with the terms hereof and shall cooperate fully with each other Party and its officers, directors, employees, agents, counsel, accountants and other designees in connection with any step required to be taken as a part of its obligations hereunder, including the following:

7.2.1

Each Party shall promptly make its filings and submissions and shall take all actions necessary, proper or advisable under applicable Laws to obtain any required approval of any Governmental Entity with jurisdiction over the transactions contemplated hereby. Each Party shall furnish to the other

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Parties all information required for any application or other filing to be made by such Parties pursuant to any applicable Law in connection with the transactions contemplated hereby;

7.2.2

Each Party shall promptly notify the other Parties of (and provide written copies of) any communications from or with any Governmental Entity in connection with the transactions contemplated hereby;

7.2.3

In the event any claim, action, suit, investigation or other proceeding by any Governmental Entity or other Person is commenced that questions the validity or legality of the transactions contemplated hereby or seeks damages in connection therewith, the Parties shall (i) cooperate and use all reasonable efforts to defend against such claim, action, suit, investigation or other proceeding, (ii) in the event an injunction or other order is issued in any such action, suit or other proceeding, use all reasonable efforts to have such injunction or other order lifted, and (iii) cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated hereby; and

7.2.4

Each Party shall give all notices to third parties and use its reasonable efforts (in consultation with the other Parties) to obtain all third-party consents (i) necessary, proper or advisable to consummate the transactions contemplated hereby, (ii) required to be given or obtained, including the Required Consents or (iii) required to prevent a Material Adverse Effect, whether prior to, on or following the Closing Date.

7.3

Risk of Loss. The risk of loss with respect to the assets of WGA shall remain with WGA until the Closing.

7.4

Transfer Taxes; Expenses. Any Taxes or recording fees payable as a result of the purchase and sale of the Assets or any other action contemplated hereby shall be borne by Acquiror. The Parties shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications and other documents regarding Taxes and all transfer, recording, registration and other fees that become payable in connection with the transactions contemplated hereby that are required or permitted to be filed at or prior to the Closing.

ARTICLE VIII
INTENTIONALLY OMITTED

ARTICLE IX
CLOSING

Section 9.1

The Closing shall be deemed to have occurred on October 29, 2014.

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ARTICLE X

INTENTIONALLY OMITTED

ARTICLE XI
INDEMNIFICATION

11.1

Indemnification Obligations of WGA. From and after the Closing, WGA shall indemnify and hold harmless the Acquiror Indemnified Parties from, against and in respect of any and all Losses arising out of or relating to:

(a)

any breach or inaccuracy of any representation or warranty made by WGA in this Agreement or in any Ancillary Document, whether such representation or warranty is made as of the date hereof or as of the Closing Date; or

(b)

any breach of any covenant, agreement or undertaking made by WGA in this Agreement or in any Ancillary Document.

The Losses of the Acquiror Indemnified Parties described in this Section as to which the Company Indemnified Parties are entitled to indemnification are collectively referred to as “Company Losses.”

11.2

Indemnification Obligations of the Acquiror. From and after the Closing, the Acquiror shall indemnify and hold harmless WGA Indemnified Parties from, against and in respect of any and all Losses arising out of or relating to:

(a)

any breach or inaccuracy of any representation or warranty made by the Acquiror in this Agreement or in any Acquiror Ancillary Document, whether such representation or warranty is made as of the date hereof or as of the Closing Date; or

(b)

any breach of any covenant, agreement or undertaking made by the Acquiror in this Agreement or in any ancillary document.

The Losses of the WGA Indemnified Parties described in this Section as to which the WGA Indemnified Parties are entitled to indemnification are collectively referred to as “WGA Losses.”

11.3

Survival Period. The representations and warranties of the Parties contained herein shall not be extinguished by the Closing, but shall survive the Closing for, and all claims for indemnification in connection therewith shall be asserted not later than, eighteen months following the Closing Date; provided, however, that (a) each of the representations and warranties contained in Section 5.1 (Organization), Section 5.4 (Authorization), Section 6.1 (Organization), Section 6.2 (Authorization) shall survive the Closing without limitation as to

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time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely, and (b) each of the representations and warranties contained in Section 5.5 (Tax Returns; Taxes), Section 6.7 (Tax Returns; Taxes), Section 6.6 (THE SPACE BUSINESS Benefit Plans) and Section 6.14 (Labor Relations) shall survive the Closing until, and all claims for indemnification in connection therewith shall be asserted not later than sixty (60) days following, the expiration of any statute of limitations applicable to the rights of any Person to bring any claim with respect to such matters. The covenants and agreements of the Parties hereunder shall survive without limitation as to time, and the period during which a claim for indemnification may be asserted in connection therewith shall continue indefinitely. Notwithstanding the foregoing, if, prior to the close of business on the last day a claim for indemnification may be asserted hereunder, an Indemnifying Party shall have been properly notified of a claim for indemnity hereunder and such claim shall not have been finally resolved or disposed of at such date, such claim shall continue to survive and shall remain a basis for indemnity hereunder until such claim is finally resolved or disposed of in accordance with the terms hereof.

(a)

Cooperation. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and the attorneys defending the Indemnification Claims, or Claims covered by Set Off Rights, in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the Indemnified Party may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The parties shall cooperate with each other in any notifications to insurers.

(b) Conduct of Indemnification Proceedings

. Any person entitled to indemnification under this Section 11.1 or 11.2 will (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification (but omission of such notice shall not relieve the indemnifying party from liability hereunder except to the extent such indemnifying party is actually prejudiced by such failure to give notice), and (ii) unless in such indemnified party's reasonable judgment a conflict of interest may exist between the indemnified and indemnifying parties with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If the indemnifying party so assumes the defense of such claim, after notice from the indemnifying party to the indemnified party of its election to so assume the defense thereof, the indemnifying party will not be liable to the indemnified party for any legal or other expenses Subsequently incurred by the indemnified party in connection with the defense of such claim. If such defense is not assumed by the indemnifying party, the indemnifying party will not be Subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release of all indemnified parties from all liability with respect to such claim or litigation. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim (i) will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim,

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and (ii) shall be entitled to participate in (at its own cost and expense), but not control, the defense of such claim.

(c)

Contribution. If the indemnification provided for in Section 11 is unavailable or insufficient to hold harmless each of the indemnified parties against any losses, claims, damages, liabilities and expenses (or actions in respect thereof) referred to therein, then the indemnifying party shall, in lieu of indemnifying each party entitled to indemnification hereunder, contribute to the amount paid or payable by such party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified parties on the other in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages, liabilities or expenses. The relative fault of such persons shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact, or omission or alleged omission to state a material fact, relates to information supplied by or concerning the indemnifying party on the one hand, or by such indemnified person on the other, and such person's relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 10.4(e) were determined by pro rata allocation or by any other allocation that does not take into account the equitable considerations referred to in this Section. No person guilty of fraudulent misrepresentation within the meaning of the Securities Act shall be entitled to contribution from any person that is not guilty of such fraudulent misrepresentation.

ARTICLE XII
MISCELLANEOUS PROVISIONS

Section 12.1

Notices. All notices, communications and deliveries required or made hereunder must be made in writing signed by or on behalf of the Party making the same, shall specify the Section hereunder pursuant to which it is given or being made, and shall be delivered personally or by telecopy transmission or by a national overnight courier service or by registered or certified mail (return receipt requested) (with postage and other fees prepaid) as follows:

If to WDAS:

375 Park Ave., Suite 2607

New York, NY 10152

If to WGA:

20 Cecil Street #04-06 Equity Plaza,

Singapore 049705

If to HNVB:

600 Brickell Ave. World Plaza, Suite 1775,

Miami, FL 331312

or to such other representative or at such other address of a Party as such Party may furnish to the other Parties in writing. Any such notice, communication or delivery shall be deemed given or made (a) on the date of delivery, if delivered in person, (b) upon transmission by facsimile if

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receipt is confirmed by telephone, (c) on the first (1st) Business Day following delivery to a national overnight courier service or (d) on the fifth (5th) Business Day following it being mailed by registered or certified mail.

Section 12.2

Schedules and Exhibits. The WGA Disclosure Letter, Acquiror Disclosure Letter and Exhibits are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full herein.

Section 12.3

Assignment; Successors in Interest. No assignment or transfer by any Party of such Party’s rights and obligations hereunder shall be made except with the prior written consent of the other Parties. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns, and any reference to a Party shall also be a reference to the successors and permitted assigns thereof.

Section 12.4

Captions. The titles, captions and table of contents contained herein are inserted herein only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.

Section 12.5

Controlling Law. This Agreement shall be governed by and construed and enforced in accordance with the internal Laws of the State of Florida without reference to its choice of law rules.

Section 12.6

Severability. Any provision hereof that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by Law, each Party hereby waives any provision of Law that renders any such provision prohibited or unenforceable in any respect.

Section 12.7

Counterparts; Facsimile. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement or the terms hereof to produce or account for more than one of such counterparts. This Agreement and any document executed and delivered in connection with this Agreement, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or as an attachment to an electronic mail message in “pdf” or similar format, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party to any such agreement or instrument, each other Party hereto or thereto shall re-execute original forms thereof and deliver them to all other Parties. No Party to any such agreement or instrument shall raise the use of a facsimile machine or electronic mail attachment in “pdf” or similar format to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or as an attachment to an electronic mail message as a defense to the formation of a contract and each such Party forever waives any such defense. A facsimile signature or electronically scanned copy of a signature shall constitute and shall be deemed to be sufficient evidence of a Party’s execution of this Agreement, without necessity of further proof.

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Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.

Section 12.8

Enforcement of Certain Rights. Nothing expressed or implied herein is intended, or shall be construed, to confer upon or give any Person other than the Parties, and their successors or permitted assigns, any right, remedy, obligation or liability under or by reason of this Agreement, or result in such Person being deemed a third-party beneficiary hereof.

Section 12.9

Waiver; Amendment. Any agreement on the part of a Party to any extension or waiver of any provision hereof shall be valid only if set forth in an instrument in writing signed on behalf of such Party. A waiver by a Party of the performance of any covenant, agreement, obligation, condition, representation or warranty shall not be construed as a waiver of any other covenant, agreement, obligation, condition, representation or warranty. A waiver by any Party of the performance of any act shall not constitute a waiver of the performance of any other act or an identical act required to be performed at a later time. This Agreement may not be amended, modified or supplemented except by written agreement of the Parties.

Section 12.10

Integration. This Agreement and the documents executed pursuant hereto supersede all negotiations, agreements and understandings among the Parties with respect to the subject matter hereof (except for any Confidentiality Agreement by and between the Parties which shall remain in effect until termination or expiration pursuant to its terms) and constitute the entire agreement among the Parties with respect thereto.

Section 12.11

Compliance with Bulk Sales Laws. Each Party hereby waives compliance by the Parties with the “bulk sales,” “bulk transfers” or similar Laws and all other similar Laws in all applicable jurisdictions in respect of the transactions contemplated by this Agreement.

Section 12.12

Interpretation. Where the context requires, the use of a pronoun of one gender or the neuter is to be deemed to include a pronoun of the appropriate gender. References herein to any Law shall be deemed to refer to such Law, as amended from time to time, and all rules and regulations promulgated thereunder. The words “include,” “includes,” and “including” shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.” Except as otherwise indicated, all references in this Agreement to “Sections” and “Exhibits” are intended to refer to Sections of this Agreement and Exhibits of this Agreement.

Section 12.13

Cooperation Following the Closing. Following the Closing, each Party shall deliver to the other Parties such further information and documents and shall execute and deliver to the other Parties such further instruments and agreements as any other Party shall reasonably request to consummate or confirm the transactions provided for herein, to accomplish the purpose hereof or to assure to any other Party the benefits hereof.

Section 12.14

Transaction Costs. Except as provided above or as otherwise expressly provided herein, (a) Acquiror shall pay its own fees, costs and expenses incurred in connection herewith and the transactions contemplated hereby, including the fees, costs and expenses of its financial advisors, accountants and counsel, and (b) WGA shall pay the fees, costs and expenses

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of WGA incurred in connection herewith and the transactions contemplated hereby, including the fees, costs and expenses of financial advisors, accountants and counsel to WGA.

* * *

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement.

World Assurance Group, Inc.

World Global Assets

By:/s/ Fabio Galdi_____________

By: /s/ Gabriele Galdi

Name: Fabio Galdi

Name: Gabriele Galdi

Title: Chief Executive Officer

Title: President

World Media & Technology Corp. (formerly Halton Universal Brands, Inc.)

By: /s/ Alfonso Galdi

Name: Alfonso Galdi

Title: Chief Financial Officer

INTELLECTUAL PROPERTY CONTRIBUTION AND ASSIGNMENT AGREEMENT

This Intellectual Property Contribution and Assignment Agreement (the “Agreement”) is executed as of January 27, 2015 and made retroactively effective as of October 29, 2014 by and between World Media & Technology Corp. (formerly Halton Universal Brands, Inc.) (the “Company”), and World Global Assets Pte. Ltd. (the “Assignor”).

1. Intellectual Property Assignment. The Assignor hereby assigns to the Company, its successors and assigns, for good and sufficient consideration in connection with execution of the Purchase and Intercompany Contribution Agreement (PICA) and the Stock Purchase Agreements, as defined in the PICA, dated October 29, 2014, the entire right, title and interest in and to any and all of the following that exist as of the date hereof: (a) ‘SPACE’ Intellectual Property (as defined below and in Exhibit A) relating to the Company (b) any and all Intellectual Property Rights claiming or covering such Intellectual Property and (c) any and all causes of action that may have accrued to the undersigned in connection with such Intellectual Property and/or Intellectual Property Rights. Assignor further agrees to execute and deliver the Assignment of patents and patent applications as attached hereto as Exhibit B (if applicable).

2. Intellectual Property Definition. “Intellectual Property” means any and all intellectual property and tangible embodiments thereof, including without limitation inventions, discoveries, designs, specifications, developments, methods, modifications, improvements, processes, know-how, show-how, techniques, algorithms, databases, computer software and code (including software and firmware listings, assemblers, applets, compilers, source code, object code, net lists, design tools, user interfaces, application programming interfaces, protocols, formats, documentation, annotations, comments, data, data structures, databases, data collections, system build software and instructions), mask works, formulae, techniques, supplier and customer lists, trade secrets, graphics or images, text, audio or visual works, materials that document design or design processes, or that document research or testing, schematics, diagrams, product specifications and other works of authorship.

3. Intellectual Property Rights Definition. “Intellectual Property Rights” means, collectively, all rights in, to and under patents, trade secret rights, copyrights, trademarks, service marks, trade dress and similar rights of any type under the laws of any governmental authority, including without limitation, all applications and registrations relating to the foregoing.

4. Prior Inventions. The Assignor has listed in Exhibit C all inventions, original works of authorship, developments, improvements, and trade secrets which were made by the Assignor prior to the date hereof, (collectively, the “Prior Inventions”), which belong to the Assignor, which relate to the Company’s proposed or current business, products or research and development, and which are not being assigned to the Company; or, if no such list is attached, the Assignor represents that there are no such inventions. In the event that any Prior Inventions are listed on Exhibit C, the Assignor hereby grants to Company a present, non-exclusive, royalty free, irrevocable, perpetual, world-wide license to make, have made, sublicense, modify, use and sell such Prior Invention as part of or in connection with the Company’s products and technology currently under development or in production.

5. Further Assurances. The Purchaser agrees to execute any and all papers and documents, and take such other actions as are reasonably requested by the Company, to evidence, perfect, defend the foregoing assignment and fully implement the Company’s proprietary rights in the subject matter assigned hereunder, such as obtaining and enforcing copyrights, patents or trademarks and to fully cooperate in the prosecution, enforcement and defense of such proprietary rights. The Purchaser further agrees that if the Company is unable, for any reason, to secure signatures to apply for or to pursue any application for any patent, copyright, trademark or other proprietary right covering any Intellectual Property assigned to the Company above, then the Purchaser hereby irrevocably designates and appoints the Company its duly authorized officers and agents as the Purchaser’s agent and attorney-in-fact, to act for and in the Purchaser’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, trademarks and other registrations thereon with the same legal force and effect as if executed by the Purchaser.

6. Representations and Covenants. The Assignor represents and warrants that (i) the Assignor is the owner of the entire right, title and interest in and to the Intellectual Property, (ii) the Assignor has the sole right and authority to enter into this Agreement and grant the rights hereunder, (iii) the Purchaser has not previously granted any rights or licenses in the Intellectual Property, (iv) the Purchaser does not own or have the right to license any other Intellectual Property that is related to the conduct of the Company’s business, (v) the Assignor is not obligated under any consulting agreement, employment agreement, or other agreement or

obligation that conflicts with, or would prevent the Assignor from fully performing the Assignor’s obligations under, this Agreement and the Assignor shall not enter into any such agreement or obligation during the period of the Assignor’s employment by the Company; (vi) there is no action, investigation, or proceeding pending or threatened, or any basis for any of the foregoing known to the Assignor, involving the Assignor’s prior employment, the Assignor’s prior work for third parties as an independent contractor, or the Assignor’s use of any information or Inventions of any former employer or third party; and (c) the performance of the Assignor’s duties under this Agreement and the Assignor’s duties with the Company will not breach, or constitute a default under, any agreement to which the Assignor bound, including any agreement limiting the use or disclosure of proprietary information acquired prior to the Assignor’s employment with the Company.

7. Governing Law. This Agreement and actions taken hereunder shall be governed by, and construed in accordance with the laws of Singapore applied without regard to conflict of law principles.

8. Miscellaneous. This Agreement, including the exhibits, schedules, and other documents and instruments referred to herein, embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. If any one or more provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.

***** Signature Page to Follow *****

IN WITNESS WHEREOF, the undersigned has caused this Intellectual Property Contribution and Assignment Agreement to be executed.

World Media & Technology Corp. (Formerly Halton Universal Brands, Inc.)

By:

/s/ Fabio Galdi
Name: Fabio Galdi
Title: President

Accepted and Agreed:

ASSIGNOR: World Global Assets Pte. Ltd.

/s/ Gabrielle Galdi
Gabrielle Galdi, President

World Global Assets Pte. Ltd.

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Fabio Galdi, certify that:

I have reviewed this Annual Report on Form 10-K of World Media & Technology Corp. for the year ended December 31, 2014;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: April 15, 2015

By: /s/ Fabio Galdi

Fabio Galdi, Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Alfonso Galdi, certify that:

I have reviewed this Annual Report on Form 10-K of World Media & Technology Corp. for the year ended December 31, 2014;

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: April 15, 2015

By: /s/ Alfonso Galdi

Alfonso Galdi

Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of World Media & Technology Corp. (the “Company”) on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Fabio Galdi, Chief Executive Officer (Principal Executive Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 15, 2015

By: /s/ Fabio Galdi

Fabio Galdi

Chief Executive Officer (Principal Executive Officer)

Exhibit 32.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of World Media & Technology Corp. (the “Company”) on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alfonso Galdi, Chief Financial Officer (Principal Financial Officer) of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 15, 2015

By: /s/ Alfonso Galdi

Alfonso Galdi

Chief Financial Officer (Principal Financial Officer)

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