UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2015
or
[  ]	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 Ave., Suite 1775, Miami, Florida		33131
(Address of Principal Executive Offices)		(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [ X ]   No [  ]

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 during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files.  Yes [X]   No [  ]

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

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

Applicable Only to Corporate Issuers:

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

Class		Outstanding as of May 20, 2015
Common Stock, $0.001 par value		28,581,000

1

WORLD MEDIA & TECHNOLOGY CORP.

  

TABLE OF CONTENTS

  

	Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.	F-1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	4
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	8
Item 4. Controls and Procedures.	8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.	8
Item 1A. Risk Factors.	8
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	8
Item 3. Defaults Upon Senior Securities.	9
Item 4. Mine Safety Disclosures.	9
Item 5. Other Information.	9
Item 6. Exhibits.	10
SIGNATURES	12

2

PART 1 – FINANCIAL INFORMATION

  

  

ITEM 1.  FINANCIAL STATEMENTS

WORLD MEDIA & TECHNOLOGY CORP.

CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

(Unaudited)

Index to the Financial Statements

Contents	Page
Condensed Balance Sheets at March 31, 2015 (unaudited) and December 31, 2014 (audited)	F-1
Condensed Statements of Operations for the Three Months Ended March 31, 2015 and 2014 (unaudited)	F-2
Condensed Statement of Changes in Stockholders’ Equity (Deficit) for the Year Ended December 31, 2014 (audited) and the Three Months Ended March 31, 2015 (unaudited)	F-3
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014 (unaudited)	F-4
Notes to the Condensed Unaudited Financial Statements	F-5

3

WORLD MEDIA & TECHNOLOGY CORP.

(FORMERLY HALTON UNIVERSAL BRANDS INC.)

CONDENSED BALANCE SHEETS

	March 31, 2015 (unaudited)		December 31, 2014 (audited)
ASSETS
Current Assets
Cash and cash equivalents	$       5,000,999		$                 54
Prepayments	340,226		340,226
Total Current Assets	5,341,225		340,280
Equity method investments	1,428,530		-
Total Assets	$       6,769,055		$        340,280
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities	$              2,450		$               950
Payable to related parties	2,067,283		925,388
Total Current Liabilities	2,069,733		926,338
Total Liabilities	2,069,733		926,338
Stockholders' Equity (Deficit)
Net Common stock, $0.001 par value; 75,000,000 shares authorized, 28,581,000 and 15,220,000 shares issued and outstanding as of March 31, 2015 (unaudited) and December 31, 2014, respectively.	28,581		15,220
Additional paid in capital	5,278,375		1,611,236
Subscription due from parent	-		(2,000,000)
Accumulated deficit	(606,934)		(212,514)
Total Stockholders' Equity (Deficit)	4,700,022		(586,058)
Total Liabilities and Stockholders' Equity (Deficit)	$       6,769,055		$        340,280

See Accompanying Notes to Condensed Unaudited Financial Statements

F-1

WORLD MEDIA & TECHNOLOGY CORP.

(FORMERLY HALTON UNIVERSAL BRANDS INC.)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months
	March 31, 2015		March 31, 2014
Revenue	$ -		$ -
Operating expenses:
Sales and general administrative	24,377		-
Research & development expenses	370,043		-
Net loss from continuing operations	(394,420)		-
Loss from discontinued operations	-		(12,020)
Net loss	$ (394,420)		$ (12,020)
Weighted Average Shares Outstanding – Basic and fully diluted	16,147,837		4,332,164
Net loss per share - Basic and fully diluted
From continuing operations	($0.02)		-
From discontinued operations	-		($ 0.00)*
Net loss per share - Basic and fully diluted	($0.02)		($ 0.00)*

*Denotes a loss less than ($0.01) per share

See Accompanying Notes to Condensed Unaudited Financial Statements

F-2

WORLD MEDIA & TECHNOLOGY CORP.

(FORMERLY HALTON UNIVERSAL BRANDS INC.)

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

See Accompanying Notes to Condensed Unaudited Financial Statements

F-3

WORLD MEDIA & TECHNOLOGY CORP.

(FORMERLY HALTON UNIVERSAL BRANDS INC.)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the three months ended
	March 31, 2015		March 31, 2014
Cash Flows from Operating Activities:
Net profit (loss) for the period	$       (394,420)		$                    -
Loss from discontinued operations	-		(12,020)
Changes in assets and liabilities, net of acquisition and disposals:
Accounts payable & accrued liabilities	1,500		-
Net cash used in operating activities - continuing operations	(392,920)		-
Net cash used in operating activities - discontinued operations	-		(7,580)
Net cash used in operating activities	(392,920)		(7,580)
Cash Flows From Investing Activities:	-		-
Net cash provided by (used in) investing activities	-		-
Cash Flows From Financing Activities:
Net cash provided by financing activities - continuing operations	393,865		-
Proceeds from sale of common stock	5,000,000		-
Net cash provided by financing activities - discontinued operations	-		32,200
Net cash provided by financing activities	5,393,865		32,200
Net increase (decrease) in cash and cash equivalents	5,000,945		24,620
Cash and cash equivalents, beginning of the period	54		3,206
Cash and cash equivalents, end of the period	$       5,000,999		$           27,826
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Cash paid for interest	$                     -		$                    -
Cash paid for taxes	$                     -		$                    -
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
Investment in Paynovi Ltd.
1,361,000 common shares issued	$         680,500		$                    -
3,937,005 common shares issued by Power Clouds Inc.	748.030		-
	$      1,428,530		$                    -

See Accompanying Notes to Condensed Unaudited Financial Statements

F-4

WORLD MEDIA & TECHNOLOGY CORP.

(FORMERLY HALTON UNIVERSAL BRANDS INC.)

FOR THE THREE MONTHS ENDED MARCH 31, 2015 AND 2014

NOTES TO THE CONDENSED UNAUDITED FINANCIAL STATEMENTS

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, Power Clouds, Inc. (formerly World Assurance Group, Inc.)  (“PWCL”) 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 PWCL 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

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

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

Investment in PayNovi Ltd.

On March 30, 2015, the Company entered into a Common Stock Purchase Agreement (the “SPA”) by and among PWCL, PayNovi Ltd., an Irish limited liability company (the “PayNovi”) and Anch Holdings Ltd., an Irish limited liability company (the “Seller”). Pursuant to the terms of the SPA, the Seller agreed to sell to the Company, and the Company 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 PWCL’s common stock, which represents 5% of PWCL’s total issued and outstanding shares of the Closing Date, being issued to the Seller.  

Paynovi operates in the mobile and online payments market and offers products such as mobile wallet, prepaid cards and online payment programs, as a white label, to its partners. WRMT has taken a minority shareholding in Paynovi to gain a strategic position in the mobile payments space but also as a part of a strategy to ultimately offer mobile wallet capabilities as part its SPACE wireless offerings in order to gain a competitive advantage over other providers.

We are accounting for this investment under the equity method as we own 35% of PayNovi and therefore exercise significant influence over the company.

F-5

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”).

Condensed Unaudited Interim Financial Statements

The accompanying condensed unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The condensed unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.  Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These condensed unaudited interim  financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2014 and notes thereto contained in the information as part of the Company’s Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission and declared effective on April 15, 2015.

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. Consequently this additional disclosure has not been presented in these financial statements

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.

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.

F-6

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.

Investment in partnerships, unincorporated joint ventures or limited liability companies

The Company follows subtopic 323-30 of the FASB Accounting Standards Codification for investments in partnerships, unincorporated joint ventures or limited liability companies, as amended by the International Accounting Standard (IAS) 28.

The Company uses the equity method of accounting for investments in associate companies. An associate is an entity over which the investor has significant influence by owning over 20% of the common stock but less than 50%. A subsidiary is not an associate and an interest in a joint venture is not an associate.

The investment is initially recognized at cost. After the acquisition date, a change in the Company’s share of the associate’s net assets adjusts the carrying amount of investment. A change in the Company’s share of the associates profit or loss is recognized in the Company’s profit or loss while any change in the Company’s share of the associate’s other comprehensive income is recognized in the Company’s other comprehensive income. Distributions received from an associate reduce the carrying amount of the investment.

On March 30, 2015 the Company acquired a 35% shareholding in PayNovi Ltd. A limited liability company registered in Ireland. The initial consideration was the issuance of 1,316,000 common shares of the Company and the issuance of 3,937,005 common shares of Power Clouds Inc., our parent and majority shareholder. The Company recorded an initial investment of $1,428,531 being the market value of the shares issued on the closing date. (See Note 4 below for further details).

F-7

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.

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.

F-8

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.

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.

The Company recorded no advertising costs for the three months ending March 31, 2015.

Research and Development

The Company follows subtopic 730-10 of the FASB Accounting Standards Codification for research and development costs.

Research and development costs are charged to expense when 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.

For the quarter ending March 31, 2015, we incurred $370,043 in research and development costs.

F-9

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 PWCL 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.

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.

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.

F-10

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 March 31, 2015 and 2014.

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 three months ended March 31, 2015 and 2014.

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-11

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 – Acquisition of the SPACE Technology Business

On October 29, 2014, the Company’s new parent company, PWCL and two of PWCL’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) PWCL agreed to transfer $2,000,000 to the Company in exchange for 8,000,000 shares of the Company’s restricted common stock.

The SPACE technology business commenced in May 2014 and the results of its operations while owned by PWCL 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)

F-12

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

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:

Note 4 – Stock Purchase Agreement with PayNovi.

 

On March 30, 2015, the Company entered into a Common Stock Purchase Agreement (the “SPA”) by and among PWCL, PayNovi Ltd., an Irish limited liability company (the “PayNovi”) and Anch Holdings Ltd., an Irish limited liability company (the “Seller”). Pursuant to the terms of the SPA, the Seller agreed to sell to the Company, and the Company 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 PWCL’s common stock, which represents 5% of PWCL’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 an Exhibit hereto.

Paynovi operates in the mobile and online payments market and offers products such as mobile wallet, prepaid cards and online payment programs, as a white label, to its partners. WRMT has taken a minority shareholding in Paynovi to gain a strategic position in the mobile payments space but also as a part of a strategy to ultimately offer mobile wallet capabilities as part its SPACE wireless offerings in order to gain a competitive advantage over other providers.

F-13

Consideration for the investment was as follows:

	FAIR MARKET VALUE OF SHARES ISSUED ON DATE OF TRANASACTION
1,316,000 shares of WRMT’s common stock @  $0.50 per share closing price on March 30, 2015	$           680,500
3,937,005 shares of PWCL common stock @ $0.145 per share closing price on March 30, 2015	748,030
Total investment	$        1,428,530

In accordance with ASC 323-10 , the total initial investment of $1,428,530 representing the fair market value of the shares issues as consideration for the acquisition of the investment in PayNoviwas recorded as an equity method investment.

The fair market value of the PWCL shares issued $748,030 is recorded within due to related parties.

Note 5 - Stockholder’s 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 three months ended March 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.

Unregistered Sales of Equity Securities

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, PWCL.  During the three months ended March 31, 2015, on March 23, 2015, the Company received $2,000,000 in cash due from PWCL for the issuance of 8,000,000 common shares on October 29, 2014. 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.

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, 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, provided by Section 4(2) of the Securities Act.

On March 31, 2015, the Company issued 1,361,000 shares of the Company’s common stock to Anch Holdings, Ltd. as partial consideration for a 35% equity ownership interest in PayNovi (See Note 4 above for more details). The issuance of Common Stock was made pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of the Securities Act.

Additional Paid in Capital

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, for $3 million or $0.25 per share.  The Company recorded $2,988,000 as additional paid in capital in relation to this issuance to reflect the difference between the cash received and the par value of the shares issued.

On March 31, 2015, the Company issued 1,361,000 shares of the Company’s common stock to Anch Holdings, Ltd. as partial consideration for a 35% equity ownership interest in PayNovi. The Company recorded $679,139 as additional paid in capital in relation to this issuance to reflect the difference between the market value on the date of the transaction and the par value of the shares issued.

F-14

Note 6 – Related Party Transactions

On October 29, 2014 the Company’s Parent Company, PWCL and two of PWCL’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 March 31, 2015, the proceeds from the sale of the shares had been received.

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) PWCL agreed to transfer $2,000,000 to the Company in exchange for 8,000,000 shares of the Company’s restricted common stock.

In accordance with ASC 805-50, as this transaction is deemed to be between entities under common control, the assets of the SPACE technology business were transferred from PWCL to the Company at the carrying value of such assets within the financial statements of PWCL at the time of transfer. Accordingly, the sole asset recorded by the Company as a result of this transaction was a supplier deposit for $103,226 as all other assets transferred had no carrying value. As a condition of the acquisition, the Company agreed to reimburse PWCL for the supplier deposit and certain costs, totaling $454,672, incurred by PWCL in the development of the Space technology. As a result of the acquisition, the Company recorded: (1) a current asset for the supplier deposit in the amount of $103,226; (2) an intercompany payable to PWCL in the amount of $557,898; and (3) a reduction of additional paid in capital of $454,672 representing the excess of liabilities incurred ($557,898) over carrying value of the assets assumed ($103,226) as a result of this being a transaction between entities under common control.

Over 70% of PWCL is beneficially owned and controlled by Fabio Galdi, our CEO and the Chairman of PWCL.

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 PWCL 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 $15,000 of rental expense in respect of this lease during the three months ended March 31, 2015 and owed a total of $25,000 to WGG as at March 31, 2015.

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, for $3 million or $0.25 per share. Payment has been received for the sale of these shares.

On March 31, 2015, Power Clouds Inc (“PWCL”) our parent issued 3,937,005 shares of its common stock to Anch Holdings Ltd., an Irish limited liability company (the “Seller”) pursuant a Common Stock Purchase Agreement (the “SPA”) by and among PWCL, PayNovi Ltd., an Irish limited liability company (the “PayNovi”) and Anch Holdings Ltd., an Irish limited liability company (the “Seller”). Pursuant to the terms of the SPA, the Seller agreed to sell to the Company, and the Company 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 PWCL’s common stock, which represents 5% of PWCL’s total issued and outstanding shares of the Closing Date, being issued to the Seller. The $748,030 reflecting the fair market value of the shares issued by PWCL on March 31, 2015 is included within the due related parties balance of as at March 31, 2015.

F-15

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

During the three months ended March 31, 2015, $0 in officers’ compensation to the former President was recorded within Loss from Discontinued Operations. During the three months ended March 31, 2014, $1,440 in officers’ compensation was recorded within Loss from Discontinued Operations.

	For the three months ended
	March 31,        2015	March 31,        2014
Former President, Chief Executive Officer(s)	$ -	$ -
Former Chief Financial Officer, Secretary and Treasurer	-	1,440
	$ -	$ 1,440

Payable to Related Parties

Amounts due to related party as at March 31, 2015 are as follows:

	March 31, 2015		December 31, 2014
Power Clouds Inc. (PWCL) - parent and majority shareholder	$ 748,030		$ -
World Global Assets pte Ltd (WGA) – owned by PWCL	1,294,253		915,388
World Global Group Inc. (WGG) – owned indirectly by our CEO	25,000		10,000
Total due to related parties	$ 2,067,283		$ 925,388

These amounts are due on demand, carry no terms and accrue no interest.

Balance due to Directors and Officers

As at March 31, 2015 and 2014 the Company owed its directors and officers $0 and $12,000 espectively. These amounts represent unpaid consulting fees, cash advances and expenses incurred on behalf of the Company.

Balance due to PWCL

As at March 31, 2015 and 2014 the Company owed PWCL $748,030 and $0 respectively.

The balance at March 31, 2015 represented the fair market value of 3,937,005 shares of the PWCL’s common stock issued to Anch Holdings, Ltd. as partial consideration for a 35% equity ownership interest in PayNovi (See Note 4 above for more details).

Balance due to World Global Assets pte Ltd. (‘WGA”)

The balance at March 31, 2015 represented $557,898 payable as consideration for the transfer of the SPACE technology business and related asset from WGA to the Company on October 29, 2014, (See Note 3 above for more details) and the provision by WGA of $736,355 working capital in payment of the Company’s operating expenses and deposits with suppliers in the period from October 29, 2014 to March 31, 2015.

F-16

Balance due to World Global Group Inc. (‘WGG”)

The balance at March 31, 2015 represented $25,000 payable under a sublease with WGG for our corporate offices at 600 Brickell Ave., Suite 1775, Miami, Florida. Under the terms of the subleae with WGG, the Company will be recharged rent and a cost allocation for the property at a fixed rate of $5,000 per month.

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.

Family Relationships

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

Note 7 – Subsequent Events

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued on May 19, 2015 to determine if they must be reported.  The Management of the Company determined that there were no reportable subsequent events to be disclosed.

F-17

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements and Associated Risks.

 

The following discussion should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements contained in the MD&A are forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in other sections of this Quarterly Report on Form 10-Q.

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

Acquisition of the Space Technology Business and related assets

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

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

Investment in PayNovi Ltd.

On March 30, 2015, the Company entered into a Common Stock Purchase Agreement (the “SPA”) by and among PWCL, PayNovi Ltd., an Irish limited liability company (the “PayNovi”) and Anch Holdings Ltd., an Irish limited liability company (the “Seller”). Pursuant to the terms of the SPA, the Seller agreed to sell to the Company, and the Company 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 PWCL’s common stock, which represents 5% of PWCL’s total issued and outstanding shares of the Closing Date, being issued to the Seller.  

4

PayNovi operates in the mobile and online payments market and offers products such as mobile wallet, prepaid cards and online payment programs, as a white label, to its partners. WRMT has taken a minority shareholding in PayNovi to gain a strategic position in the mobile payments space but also as a part of a strategy to ultimately offer mobile wallet capabilities as part its SPACE wireless offerings in order to gain a competitive advantage over other providers.

We are accounting for this investment under the equity method as we own 35% of PayNovi and exercise significant influence over the company.

Our net loss for the year ended December 31, 2014 was $173,600. Our independent registered public accounting firm issued its report in connection with the audit of our financial statements for the period ended December 31, 2014, which included an explanatory paragraph in Note 3 describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern.

However, subsequently the Company received $5 million in cash from the sale of shares of its common stock in March 2015.

Our current monthly cash burn is estimated to be approximately $250,000. Based on this projected monthly cash burn, we anticipate that our present cash balances may sustain us until mid 2016 before additional funding may be required.

Thus far, our management has relied on Mr. Fabio Galdi, our CEO, and PWCL, a company that Mr. Galdi is the Chairman and majority shareholder of, for equity investments for the purpose of maintaining ongoing operations. Without continued investment from our largest shareholders, PWCL and Mr. Fabio Galdi, we will not have the necessary capital required to execute our business plan and grow our business.

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

In the event that new funding is not realized, the business plan may need to be reduced or curtailed.  There are currently no written agreements that obligate our largest shareholders, PWCL and Mr. Galdi, to continue funding us, nor do we have any agreements with prospective investors. If we are unable to develop sufficient revenues to sustain our operations or receive funding, we may need to curtail or abandon our operations.

  

Results of Operations

For the three months ended March 31, 2015 compared to the three months ended March 31, 2014

	Three months ended				Percentage
	March 31, 2015		March 31, 2014		Increase / (Decrease)
Operating expenses	$ 394,420		$ -		$ 100%
Loss from continuing operations	(394,420)		-		100%
Other Expenses:
Loss from discontinued operations	-		12,020		-
Total Other expenses	-		12,020		-
Net Loss	$ (394,920)		$ (12,020)		$ 3,381%

5

Operating Costs and Expenses

Our operating expenses for the three months ended March 31, 2015.relate to our operating activities with respect to the SPACE Computer business

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 three months ended March 31, 2015, we recorded a loss from discontinued operations of $0 as compared to a loss from discontinued operations of $12,020 for the three months ended March 31, 2014. Loss from discontinued operations in the three months ended March 31, 2014 related to the  operating activities of the former brokerage, consulting and marketing in brand consulting of Halton Universal prior to the adoption of our new product strategy consulting for emerging brands into the SPACE Computer business.

Net Loss

We incurred a net loss of $394,420 and $12,020 for the three months ended March 31, 2015 and 2014 respectively due to the factors discussed above.

Liquidity and Capital Resources

Working Capital

	March 31, 2015		December 31, 2014		Percentage Increase / (Decrease)
Current Assets	$     5,341,225		$       340,280		1,470%
Current Liabilities	2,069,734		926,338		123%
Working Capital (Deficit)	$     3,271,491		$     (586,058)		658%

Cash Flows

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

	For the Three Months Ended March 31,
	2015	2014
Cash Flows (Used In)  in continuing operations	$       (392,920)	$                   -
Cash Flows  (Used In) in discontinued operations	-	(7,580)
Cash Flows (Used In) Investing Activities	-	-
Net cash provided by financing activities - continuing operations	5,393,864	-
Net cash provided by financing activities - discontinued operations	-	(32,200)
Net (Decrease) In Cash During Year	$      5,000,998	$       24,620

6

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 $392,920 for the three months ended March 31, 2015 was primarily the result of our net loss plus changes in our operating assets and liabilities. These changes include an increase in accounts payable and accrued liabilities of $1,500. The increase in accounts payable and accrued liabilities reflected the increase in our general operating expenses incurred during the three months ended March 31, 2015 that remained unpaid at the end of the reporting period.

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 discontinued operations

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

Our net cash used in operating activities of $7,580 for the three months ended March 31, 2014 was primarily the result of our net loss plus changes in our operating assets and liabilities. These changes include an increase in accounts payable and accrued liabilities of $616 and in amounts due to related party of $2,400. In addition, we incurred a decrease in prepaid expenses of $1,424. The decrease in prepaid expenses was due to filing fees that were paid in connection with filing of our Registration Statement and our Annual Report on the Form 10-K during the three months ended March 31, 2014. The increase in accounts payable and accrued liabilities reflected the increase in our general operating expenses incurred during the three months ended March 31, 2014 that remained unpaid at the end of the reporting period.

Cash Flows from Investing Activities

We did not use any cash for investing activities for operations nor for discontinued operations during the three months ended March 31, 2015 and 2014.

Net cash provided by financing activities - continuing operations

On October 29, 2014, the Company issued 8,000,000 shares of common stock to PWCL, our parent, pursuant to a subscription agreement whereby, PWCL agreed to transfer $2,000,000 to the Company in exchange for 8,000,000 shares of the Company’s restricted common stock.  The Company subsequently received the $2,000,000 proceeds on March 23, 2015

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, for $3 million or $0.25 per share. Payment has been received for the sale of these shares.

During the quarter ended March 31, 2015, our parent company, Power Clouds Inc., paid $393,864 in cash to third party vendors on our behalf. This amount was still outstanding as at March 31, 2105 and is recorded within the $2,067,284 due to related parties as at March 31, 2015 (See Note 6 above for more details).

Net cash provided by financing activities - discontinued operations

During the three months ended March 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.

7

Future Financings

As at March 31, 2015 there were no arrangements in place for any future equity financing.

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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report.  Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.

Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date.  We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.

PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

We were not subject to any legal proceedings during the three months ended March 31, 2015 and 2014 and currently we are not involved in any pending litigation or legal proceeding.

ITEM 1A. RISK FACTORS.

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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

All shares sold during the three months ended March 31, 2014 were sold pursuant to the Company’s Registration Statement on the Form S-1/A filed with the Securities and Exchange Commission and declared effective January 28, 2014.

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, PWCL.  During the three months ended March 31, 2015, on March 23, 2015, the Company received $2,000,000 in cash due from PWCL for the issuance of 8,000,000 common shares on October 29, 2014. 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.

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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, 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, provided by Section 4(2) of the Securities Act.

On March 31, 2015, the Company issued 1,361,000 shares of the Company’s common stock to Anch Holdings, Ltd. as partial consideration for a 35% equity ownership interest in PayNovi (See Note 4 above for more details). The issuance of Common Stock was made pursuant to the exemption from the registration requirements of the Securities Act, provided by Section 4(2) of the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

No senior securities were issued and outstanding during the three months ended March 31, 2015 or 2014.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

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.

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ITEM 6. EXHIBITS

The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:

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).	Incorporated by reference to Exhibit 10.2 of Registrant’s Form 10-K filed on April 15, 2015.
10.3	Contribution and Assignment Agreement between World Global Assets, Inc. and Halton Universal Brands, Inc.	Incorporated by reference to Exhibit 10.3 of Registrant’s Form 10-K filed on April 15, 2015.
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*

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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.

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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: May 20, 2015

		WORLD MEDIA & TECHNOLOGY CORP.
		By:	/s/  Fabio Galdi
			Fabio Galdi
			President, Chief Executive Officer (Principal Executive Officer) 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		May 20, 2015
Fabio Galdi
/s/ Alfonso Galdi		Treasurer, C.F.O., Principal Accounting Officer, Principal Financial Officer and Director		May 20, 2015
Alfonso Galdi

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