**UNITED STATES        SECURITIES AND EXCHANGE COMMISSION        Washington, D.C. 20549                  FORM 10-Q**

*(Mark One)*

þ     Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended **June****30****,        200****9**.

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: **000-26927**

     

**WWA GROUP, INC.**

(Exact name of registrant as specified in its charter)

| **Nevada**(State or other jurisdiction of                    incorporation or organization) | **77-0443643**

(I.R.S. Employer 

Identification No.) |
|---------------------------------------------------------------------------------------------|--------------------------------------------------------|

**2465 W. 12****th****St. Tempe****, Suite****2,****Tempe, Arizona        8528****1-6935**

Address of principal executive offices) (Zip Code)          

**(480) 505-0070**

(Registrant’s telephone number, including area code)

**N/A**

(Former nameor former address, if changedsince last report)

Indicate by check markwhether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:        

Yes þNo o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company as defined by Rule 12b-2 of the Exchange Act:

Large accelerated filer oAccelerated filer oNon-accelerated filer oSmaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): YesoNo þ

At August 19,2009, the number of shares outstanding of the registrant's common stock, $0.001 par value (the only class of voting stock), was 22,591,922.

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**TABLE OF CONTENTS**

**               
**PART I. - FINANCIAL INFORMATION**
     **ITEM 1.     FINANCIAL STATEMENTS**  3   Consolidated Balance Sheets as of June 30, 2009 (unaudited) and December 31, 2008 (audited)   4   Unaudited Consolidated Statements of Income for the three and six month periods ended June 30, 2009 and June 30, 2008   5   Unaudited Consolidated Statements of Cash Flows for the six month periods ended June 30, 2009 and June 30, 2008  6   Notes to Unaudited Consolidated Financial Statements  7  **ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations**  12  **ITEM 3.    Quantitative and Qualitative Disclosures about Market Risk**  19  **ITEM 4T.  Controls and Procedures**  20                
**PART II. - OTHER INFORMATION**
     **ITEM 1.     Legal Proceedings**  20  **ITEM 1A.  Risk Factors**  21  **ITEM 2.     Unregistered Sales of Equity Securities and Use of Proceeds**  24  **ITEM 3.     Defaults upon Senior Securities**  24  **ITEM 4.     Submission of Matters to a Vote of Securities Holders**  25  **ITEM 5.     Other Information**  25  **ITEM 6.     Exhibits**  25  **Signatures**  26  **Index to Exhibits**  27 **

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**PART I – FINANCIAL INFORMATION**

**ITEM 1.     FINANCIAL STATEMENTS**

As used herein, the terms “WWA Group”, “we,” “our,” “us,” “it,” and “its” refer to WWA Group, Inc., a Nevada corporation, unless otherwise indicated. In the opinion of management, the accompanying unaudited financial statements included in this Form 10-Qreflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

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| **WWA GROUP, INC.**                               |
|---------------------------------------------------|
| **Consolidated Balance Sheets**                   |
|                                              | **Unaudited** |   | **Audited** |
| **Assets**                                        | **June****3****0****, 200****9** |   | **December 31, 200****8** |
| Current assets:                                   |   |   |   |
| Cash                                              | $ 7,902,789 |   | $7,476,689 |
| Receivables, net                                  | 7,382,179 |   | 13,823,321 |
| Advances to suppliers                             | 1,011,904 |   | - |
| Inventories                                       | 4,511,654 |   | 7,288,303 |
| Prepaid expenses                                  | 897,445 |   | 444,580 |
| Notes receivable                                  | 2,849,820 |   | 2,899,961 |
| Other current assets                              | 338,778 |   | 282,095 |
| Total current assets                              | 24,894,569 |   | 32,214,949 |
|                                              |   |   |   |
| Property and equipment, net                       | 5,110,925 |   | 5,562,050 |
| Vessel Aqua Conti – CWIP                    | 1,329,301 |   | 0 |
| Investment in unconsolidated entity               | 1,479,819 |   | 1,483,119 |
| Investment in related party entity                | 62,500 |   | 62,500 |
| Other assets                                      | 701,871 |   | 903,903 |
|                                              |   |   |   |
| Total assets                                      | $ 33,578,985 |   | $ 40,226,521 |
|                                              |   |   |   |
| **Liabilities and Stockholders' Equity**          |   |   |   |
| Current liabilities:                              |   |   |   |
| Auction proceeds payable                          | 11,376,284 |   | 21,014,096 |
| Accounts payable                                  | 2,992,810 |   | 1,790,527 |
| Accrued expenses                                  | 432,022 |   | 344,999 |
| Line of credit                                    | 8.898,980 |   | 7,084,052 |
| Current maturities of long-term debt              | 702,107 |   | 860,230 |
| Total current liabilities                         | 24,402,203 |   | 31,093,904 |
|                                              |   |   |   |
| Long-term debt                                    | 102,054 |   | 342,909 |
|                                              |   |   |   |
| Total liabilities                                 | 24,504,257 |   | 31,436,813 |
|                                              |   |   |   |
|                                              |   |   |   |
| Stockholders' equity:                             |   |   |   |
| Common stock, $0.001 par value, 50,000,000 shares |   |   |   |
| authorized; 22,591,922 shares                     |   |   |   |
| issued and outstanding                            | 22,592 |   | 22,592 |
| Additional paid-in capital                        | 4,449,080 |   | 4,449,080 |
| Retained earnings                                 | 4,603,056 |   | 4,318,036 |
| Total stockholders' equity:                       | 9,074,728 |   | 8,789,708 |
|                                              |   |   |   |
| Total liabilities and stockholders’ equity  | $33,578,985 |   | $40,226,521 |

See accompanying condensed notes to consolidated reviewed financial statements.

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| **WWA GROUP, INC.**                     |
|-----------------------------------------|
| **Consolidated Statements of Income**   |
|                                    |   |   |
|                                    | **Three months ended June 30** | **Six months ended June 30** |
|                                    | **Unaudited 2009** | **Unaudited 2008** | **Unaudited 2009** | **Unaudited 2008** |
|                                    |   |   |   |   |
| Revenues from commissions and services  | $ 2,906,006 | $ 3,101,949 | $ 4,273,204 | $ 4,248,448 |
| Revenues from sales of equipment        | 5,518,481 | 7,041,746 | 10,301,610 | 10,724,543 |
| Revenues from Ship Charter              | 150,000 | 382,021 | 300,000 | 824,573 |
|                                    |   |   |   |   |
| Total revenues                          | 8,574,487 | 10,525,715 | 14,874,814 | 15,797,563 |
|                                    |   |   |   |   |
| Direct costs - commissions and services | 731,103 | 1,116,519 | 1,222,588 | 1,586,345 |
| Direct costs - sales of equipment       | 5,500,309 | 6,681,014 | 10,281,257 | 10,062,647 |
|                                    |   |   |   |   |
| Gross profit                            | 2,343,075 | 2,728,182 | 3,370,969 | 4,148,571 |
| Operating expenses:                     |   |   |   |   |
| General, selling and administrative     | 766,897 | 716,311 | 1,511,472 | 1,321,683 |
| Salaries and wages                      | 362,738 | 502,762 | 786,724 | 938,578 |
| Selling expenses                        | 37,453 | 40,531 | 70,552 | 57,944 |
| Depreciation and amortization expense   | 208,196 | 186,103 | 417,686 | 367,734 |
|                                    |   |   |   |   |
| Total operating expenses                | 1,375,284 | 1,445,708 | 2,786,433 | 2,685,939 |
|                                    |   |   |   |   |
| Income from operations                  | 967,791 | 1,282,474 | 584,536 | 1,462,632 |
| Other income (expense):                 |   |   |   |   |
| Interest expense                        | (234,671) | (264,227) | (395,624) | (447,101) |
| Interest income                         | 43,642 | 26,781 | 75,607 | 55,510 |
| Gain (loss) on disposition of assets    | (3,887) | - | (18,655) | (2,815) |
| Gain (loss) on equity investment        | (5,207) | (37,532) | (3,300) | (35,570) |
| Other income (expense)                  | 24,290 | 14,733 | 42,457 | 27,237 |
|                                    |   |   |   |   |
| Total other income (expense)            | (175,833) | (260,246) | (299,515) | (402,738) |
|                                    |   |   |   |   |
| Income before income taxes              | 791,958 | 1,022,228 | 285,021 | 1,059,894 |
|                                    |   |   |   |   |
| Provision for income taxes              | $ - | $ - | $ - | $ - |
|                                    |   |   |   |   |
| Net income                              | $ 791,958 | $ 1,022,228 | $ 285,021 | $ 1,059,894 |
| Basic earnings per common share         | $ 0.035 | $ 0.055 | $ 0.013 | $ 0.058 |
| Diluted earnings per common share       | $ 0.034 | $ 0.055 | $ 0.012 | $ 0.058 |
| Weighted average shares - basic         | 22,591,922 | 18,431,922 | 22,591,922 | 18,431,922 |
| Weighted average shares - diluted       | 23,268,895 | 18,431,922 | 23,268,895 | 18,431,922 |

See accompanying condensed notes to consolidated reviewed financial statements.

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| **WWA GROUP, INC.**                                  |
|------------------------------------------------------|
| **Consolidated Statements of Cash Flow**             |
|                                                 | **For****six months****e****nd****ed J****une 30** |
|                                                 | **200****9****U****naudited** |   | **2008****U****naudited** |
| **Cash flows from operating activities:**            |   |   |   |
| Net income (loss)                                    | $ 285,021 |   | $ 1,059,894 |
| Adjustments to reconcile net income to net cash      |   |   |   |
| provided by operating activities:                    |   |   |   |
| Depreciation and amortization                        | 619,717 |   | 367,734 |
| (Gain) loss on disposition of assets                 | 18,655 |   | 9,784 |
| (Gain)losson equity investment                       | 3,300 |   | 35,570 |
| Changes in operating assets and liabilities:         |   |   |   |
| Decrease (Increase) in:                              |   |   |   |
| Accounts receivable                                  | 6,441,142 |   | (24,719,855) |
| Advances to suppliers                                | (1,011,904) |   | - |
| Inventories                                          | 2,776,649 |   | (1,967,727) |
| Prepaid expenses                                     | (452,865) |   | (32,400) |
| Other current assets                                 | (56,683) |   | (26,845) |
| Other assets                                         | 0 |   | 0 |
| Increase (decrease) in:                              |   |   |   |
| Auction proceeds payable                             | (9,637,812) |   | 19,379,779 |
| Accounts payable                                     | 1,202,283 |   | 3,116,482 |
| Accrued expenses                                     | 87,023 |   | 258,861 |
|                                                 |   |   |   |
| Net cash provided by (used in) operating activities  | 274,526 |   | (2,518,723) |
|                                                 |   |   |   |
| **Cash flows from investing activities:**            |   |   |   |
| Purchase of property and equipment                   | (1,406,817) |   | (373,663) |
| (Increase) decrease in note receivable               | 50,141 |   | 19,652 |
| Proceeds from sale of fixed assets                   | 92,300 |   | 40,500 |
|                                                 |   |   |   |
| Net cash provided by (used in) investing activities  | (1,264,376) |   | (313,511) |
|                                                 |   |   |   |
| **Cash flows from financing activities:**            |   |   |   |
| Increase (decrease) in line of credit                | 1,814,928 |   | 227,496 |
| (Payments) Proceeds- long-term debt                  | (398,978) |   | (350,813) |
|                                                 |   |   |   |
| Net cash provided by (used in) financing activities  | 1,415,950 |   | (123,317) |
|                                                 |   |   |   |
| Net increase (decrease) in cash and cash equivalents | 426,100 |   | (2,955,550) |
|                                                 |   |   |   |
| Cash and cash equivalents at beginning of period     | 7,476,689 |   | 5,283,399 |
|                                                 |   |   |   |
| Cash and cash equivalents at end of period           | $ 7,902,789 |   | $ 2,327,847 |

See accompanying condensed notes to consolidated reviewed financial statements.

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**WWA GROUP, INC        CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**June****3****0****, 200****9**

**Note 1– Organization and Basis of Presentation**

WWA Group, Inc., (the “Company”) operates in Jebel Ali, Dubai, United Arab Emirates (U.A.E) under a trade license from the Jebel Ali Free Zone Authority. The Company’s operations primarily consist of the auctioning of used and new heavy construction equipment, transportation equipment and marine equipment, the majority of which        is on a consignment basis.

The Companyincludes the accounts of WWA Group, Inc. (formerly Novamed, Inc.), and its wholly owned subsidiaries, World Wide Auctioneers, Ltd. (“World Wide Auctioneers”), a company incorporated in the British Virgin Islands on March 20, 2000, which operates in Dubai, U.A.E.; Crown Diamond Holdings Ltd, a        company incorporated in the British Virgin Islands on January 6, 2004; and Novamed Medical Products Manufacturing, Inc. a Minnesota corporation.

On August 8, 2003, Novamed, Inc., a publicly held company, and World Wide Auctioneersexecuted a stock exchange agreement, whereby Novamed, Inc. agreed to acquire 100% of the issued and outstanding shares of World Wide Auctioneers, a wholly owned subsidiary of World Wide Auctioneers USA, a company incorporated in the state of        Arizona, USA, in exchange for 13,887,447 shares ofNovamed, Inc.’s common stock. Because the owners of World Wide Auctioneersbecame the principal shareholders of the Company through the merger, World Wide Auctioneersis considered the acquirer for accounting purposes and this merger is accounted for as a reverse acquisition or recapitalization of World Wide Auctioneers.        Subsequentto the merger, Novamed, Inc. changed its name to WWA Group, Inc.

The consolidated financial statements present the financial position, results of operation, changes in stockholder’s equity and cash flows of WWA Group and its subsidiaries. All significant inter-company balances and transactions have been eliminated.          

Note 2– Summary of Significant Accounting Policies

This summary of significant accounting policies of WWA Group and its subsidiaries is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management who is responsible for the integrity and objectivity of the financial statements. These        accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.          

*Basis of Presentation*

The consolidated financial statements present the financial position, results of operation, changes in stockholder’s equity and cash flows of WWA Group and its subsidiaries. All significant inter-company balances and transactions have been eliminated.           

*Cash and Cash Equivalents*

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

.

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**WWA GROUP, INC        CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**June****3****0****, 200****9**

Note 2– Summary of Significant Accounting Policies- (continued)

*Accounts Receivable and Allowance for Doubtful Accounts*The Company grants credit terms in the normal course of business to its customers. Accounts receivables are stated at the amount management expects to collect from outstanding balances after discounts and bad debts, taking into account credit worthiness of customers and history of collection.                   The allowance for doubtful accounts is based on specifically identified amounts that management believes to be uncollectible. If actual collections experience changes, revisions to the allowance may be required. No allowance for doubtful accounts is provided as company is collecting amount without default.           

*Inventory*

Inventories consist of equipment to be sold in auctions and otherwise, stated at the lower of cost or market. The cost is determined by specific identification method. Cost includes purchase price, freight, insurance, duties and other incidental expenses incurred in bringing inventories to their present location and condition. The Company records        a reserve if the fair value of inventory is determined to be less than the cost.          

*Property and Equipment*

Property and equipment are stated at cost less depreciation and provision for impairment where appropriate. Depreciation expense is computed using the straight-line method over estimated useful lives of three to five years except for the vessel in which case the estimated useful life is twenty years. All repair and maintenance costs are expensed        as incurred.           

*Dry Docking Costs*The Company’s vessel must be periodically dry-docked and pass certain inspections to maintain their operating classification, as mandated by certain maritime regulations. Costs incurred to dry-dock the vessel are deferred and amortized on a straight line basis over the period to the next dry-docking, generally 36 months. As of June30, 2009, other assets include the unamortized dry-docking costs of approximately        $701,871.         

*Investment in Unconsolidated Entities*

The Company accounts for its approximate 32% equity investment in an unconsolidated subsidiary under the equity method of accounting whereby the Company records its proportionate share of the net income or loss of the equity interest. For the quarter ended June30, 2009 the loss on equity investment amounted to $5,207.        

*Investment in Related Party Entity*

Investment in related party represents the Company’s equity investment in an entity in which one of the Company’s directors serves as a director. The Company accounts for its equity investment in a foreign affiliate under the cost method of accounting. The Company reviews its investments annually for impairment and records permanent        impairments as a loss on the income statement.  

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**WWA GROUP, INC        CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**June****3****0****, 200****9**

Note 2– Summary of Significant Accounting Policies(Contd.)          

*Revenue Recognition*Revenues from commissions and services consist of revenues earned in the Company’s capacity as agent for consignors of equipment, incidental interest income, internet and proxy purchase fees, and handling fees on the sale of certain lots. All commission revenue is recognized when the auction sale is complete and the Company has determined that the auction proceeds are collectible. Revenues from sales of equipment originate from the        auctioned sale of equipment inventory owned by the Company. The Company recognizes the revenue from such sales when the auction has been completed, the equipment has been delivered to the purchaser, and collectability is reasonably assured. All costs of goods sold are accounted for under direct costs. 

Revenues from ship charter are recognized at a fixed daily amount in accordance with the terms of the chartering agreement, similar to a lease, for the use of the cargo vessel by the chartering group.

Revenues from sales of equipment originate from the auctioned and private sale of equipment inventory owned by the Company. The Company recognizes the revenue from such sales when the sale has been invoiced, and collectability is reasonably assured. All costs of goods sold are accounted for under direct costs.

*Income Taxes*

WWA operates in the Jebel Ali Free Zone of Dubai, which is an income tax free zone. Therefore, the profits of WWA are not taxable in Dubai. During the fourth quarter of 2004, the Company determined that undistributed earnings from Dubai will be reinvested in the business indefinitely and that such earnings will not be distributed to the Company.        Therefore, in accordance with APB Opinion No. 23, *Accounting for Income Taxes - Special Areas*, no income tax provision has been recorded for the undistributed earnings.

*Share-Based Compensation*Effective January 1, 2006, the Company adopted SFAS 123(R) using the modified prospective approach and accordingly prior periods have not been restated to reflect the impact of SFAS 123(R). Under SFAS 123(R), stock-based awards granted prior to its adoption are expensed over the remaining portion of their service period. For stock-based awards granted on or after January 1, 2006, the Company records stock-based compensation expense based on the grant date        fair value, estimated in accordance with the provisions of SFAS 123R. 

The Company issued no compensatory options to its employees during the quarterand six momthsended June 30, 2009.

*Use of Estimates*

The preparation of the financial statements in conformity with generally accepted accounting principles in 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. Actual results could differ from those estimates.          

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 **WWA GROUP, INC        CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**June****3****0****, 200****9**

Note 2– Summary of Significant Accounting Policies(Contd.)         

*Risks Related to Business and Stock*

Due to the proximity of Iran, Sudan and Syria to Company’s auction site, sales records and statistics on regional spending on used construction equipment, there is reason to believe that some percentage of the equipment sold at the auctions ultimately ended up in Iran, Sudan or Syria. OFAC has noticed the Company of its intention to impose        a fine on the Companybased on its position that transactions were conducted with individuals registered as living in Iranand Sudan. The imposition of a fine by OFAC could have a negative impact on the Company’s reputation which might decrease shareholder value.

 

*Recent accounting pronouncements*

In June 2009, the FASB issued Statement of FinancialAccounting Standards No. 168, *The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles*. SFAS 168 replaces FASB Statement        No. 162, *The Hierarchy of Generally**Accepted Accounting Principles**,*and establishes the FASB Accounting Standards Codification (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements        in conformity with generally accepted accounting principles (“GAAP”). SFAS 168 is effective for interim and annual periods ending after September 15, 2009. The Company will begin to use the new Codification when referring to GAAP in its annual report on Form 10-K for the fiscal year ending December 31, 2009. This will not have an impact on the results of the Company.

In June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 167 *Amendments to FASB Interpretation No. (46R).*SFAS 167 is a revision of FASB Interpretation No. 46(R), *Consolidation of Variable        Interest Entities,*and changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that is most significantly impacts the        entity’s economic performance. SFAS No. 167 is effective at the start of a company’s first fiscal year beginning after November 15, 2009, or the Company’s fiscal year beginning January 1, 2010. The Company is currently unable to determine what impact the future application of SFAS No. 167 may have on its consolidated financial statements.

In June 2009, the FASB issued SFAS No. 166, *Accounting for Transfers of Financial Assets- an Amendment to FASB Statement No. 140.*SFAS No. 166 is a revision to SFAS No. 140, *Accounting for Transfers and Servicing of        Financial Assets and Extinguishments of Liabilities,*and will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. SFAS No. 166 eliminates the concept of a “qualifying special purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures.        SFAS No. 166 is effective at the start of a company’s first fiscal year beginning after November 15, 2009, or the Company’s fiscal year beginning January 1, 2010. The Company is currently unable to determine what impact the future application of SFAS No. 166        may have on its consolidated financial statements.          

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**WWA GROUP, INC        CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**June****3****0****, 200****9**

Note 2– Summary of Significant Accounting Policies(Contd.)

*Recent Accounting Pronouncements*

In May 2009, the FASB issued SFAS No. 165, *Subsequent Events.*SFAS No. 165 is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. SFAS        No. 165 requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date – that is, whether that date represents the date the financial statements were issued or were available to be issued. The disclosure is intended to alert all users of financial statements that an entity has not evaluated subsequent events after the date in the set of financial statements being presented. SFAS No. 165 is effective for interim and annual        periods ending after June 15, 2009, or the Company’s fiscal quarter beginning July 1, 2009. The Company adopted SFAS No. 165 in the second quarter of 2009, and the adoption did not have any impact on its results of operations or financial position.

Note 3– Related Party Transactions

*Notes Receivable*

Notes receivable include $2,327,557 of advances provided to Intelspec International Inc, an unconsolidated entity which operates a rock crushing and stone quarry in the UAE and manages construction projects in other markets. The notes bear no interest and are payable on demand.          As of June 30, 2009, advances to WWA Australia, the Company’s auction partner, amounted to $493,484. The notes bear no interest and are payable on demand.          

Note 4– Line of Credit

The Company borrows from banks under credit facility by drawing short term cash advances with maturity not exceeding 120 days against shipping documents of good consigned. This borrowing facility is secured by the bank deposits, the vessel owned by the Company and by the personal guarantee of its president and CEO. The borrowings bear interest at        between 6.5% and 11.5% per annum. The Company owed $8,898,980 on these secured purchasingand working capital funding lines at June 30, 2009.                   

Note 5– Subsequent Events

The Company evaluated subsequent events from the balance sheet date through August 18, 2009 and determined there were no events to disclose.

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

This *Management’s Discussion and Analysis of Financial Condition and**Results of Operations*and other parts of this quarterly reportcontain forward-looking statements that involve        risks and uncertainties. Forward-looking statements can be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed        in the subsection entitled *Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition*below. The following discussion should be read in conjunction with our financial statements and notes hereto included in this report. All information presented herein is based on the three and six monthperiodsended June 30, 2009. Our fiscal year end is December 31.

**Discussion and Analysis**

WWA Group’s business strategy is to (i) increase net cash flowfrom operations(ii) reduce payables and debt service, (ii) expand operations to new auction sites, and (iii) acquire or develop other related businesses in the region and internationally.

The international downturn in business activities has caused a number of factors to affect operations with consequences that we anticipate will effect the way we structure and operate our business over the near to long term. Factors of consequence include:

|  | ·      | A dramatic slowdown in overall construction activity in the Gulf Region, resulting in a major decrease in sale prices for used equipment. |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | An increase in our general operating expensesin the United Arab Emirates (“U.A.E”). |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------|

|  | ·      | A cash commitment to build anew auction facility that is requisiteto maintainingour auction license and land lease in the Jebel Ali Free Zone. |
|--|----------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | Regulatory issues in connection withthe United States Office of Foreign Asset Control(”OFAC”)regarding the operations of our U.A.E. branch (World Wide Auctioneers, Ltd.), and a possible conflict between the laws of the United States (“U.S.”)and the laws of the U.A.E. regarding these operations. |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | The debt to assets ratio ofour U.A.E. branch that has put us in a weak working capital situation. |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------|

|  | ·      | Equipment assets owned by our U.A.E. branch that may be considered impaired if market prices continue to deteriorate. |
|--|----------------------------------------|-----------------------------------------------------------------------------------------------------------------------|

|  | ·      | Increased penetration of the on-line auction business model for equipment sales in the global used equipment market. |
|--|----------------------------------------|----------------------------------------------------------------------------------------------------------------------|

On careful consideration of these factors WWA Group has resolved to dispose of the U.A.E. branch of the auction business provided that the transaction has a positive net affect on our operations, reduces our overall debt, resolves future regulatory conflicts, and leaves WWA Group commercially viable to expand its core auction business into other        markets. Should WWA Group successfully meet thesecriteria in the process of disposing of the U.A.E. branch, it will result in a substantial decrease in revenue, debt and expenses in the near term.Over the longer term, WWA Group believes relief from the costs associated with the U.A.E. branch will enable it to continue to producenet income as it focuses on new joint venture        relationships, auction management contracts, new auction sites, expanding its on-line auction business, developing its unconsolidated entity Intelspec International, Inc. (“Intelspec”) and continuing its shipping charter operations.

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WWA Group has already moved towardthese objectivesby securing new auction sites in Tempe, Arizona and El Paso, Texasfor several planned auctions at these locations. We are now accepting consignments for these auctions the first of        which is scheduled for September 29, 2009 in El Paso.We believe that expansion into the North American auction market is timely due tocurrent economic conditions which suggest that sellers and buyers in the U.S.need new outlets with improved auction techniques to acquire or dispose of used equipment.

We also intend to continue to expand international operations. During August wemanaged auctions in the Philippines and Lebanon through joint ventures with local companies. We expectto continue holding auctions atthese locations in the        future.In Julywe managed our second auction in Doha for Trident International, a U.S.military contractor, for the purpose of disposing of surplus U.S.military equipment. We plan to developour relationship with Trident and other military contractors in order to manage more of thistype of disposal auction.

A major segment of our expansion plans will rely on the anticipatedsuccess of Intelspec and the return ofour considerable investment. Intelspec isfocused on the managementofspecialized projects and subcontracts in the $1 million to $10 million rangethroughout the Middle East, Africa and Asia. Current projects include management of a limestone removal project in Ras Al Khaimah, U.A.E.,and the construction of two training facilities in Thailand and Cambodiafor the U.S.Navy.

Our growth model will continue to employ lowcost auction methods, such as on-line auctions, video auctions, and transportation equipment only auctions, all of which can be held on a more frequent basis than the larger equipment auctions. While smaller in size, these auctions will not interfere with or detract        from ourmajor equipment auctions.The addition of auction yards in the U.S., Lebanon, and the Philippines provides physical support for equipment that can be sold on-line. We believe that buyer acceptance of on-line equipment auctions has reached a point where significant net returns are possible.

WWA Group’sbusiness development strategy is prone to significant risks and uncertainties,someof which can have an immediate impact on our efforts to generatepositive net cash flow and deter        future prospects for the expansion of our business.Our financial condition and results of operations depend primarily on the volume of industrial equipment auctioned, the prices we obtain at auction for such equipment, and the commission rates we can attract from the consignor. Industrial equipment prices are historically volatile and are currently depressed while commission rates remain competitive. Price volatility combined with pressure oncommission rates can immediately affect our available cash flow which can in turnimpact the availability of cash flowfor our expansion plans. 

**Results of Operations**

During the period from January 1, 2009 through June 30, 2009, WWA Group (i) conducted three major un-reserved auctions for industrial equipment from its auction site located in the Jebel Ali Free Trade Zone, Dubai, U.A.E., (ii) chartered its ship, (iii) bought and sold equipment for its own account, and (iv) negotiated a deal        to sell desalinized water to the port of Ras Al Khaimahin the U.A.E.           

For the sixmonthperiod ended June30, 2009, WWA Group realized a decrease in net income over the six months ended June 30, 2008 due to a decrease in our gross profit margin on trading activity over the comparative six month periodand an increase in administrative costs.We believethat an increase in net income over the near term will require the orderly disposition of the U.A.E. branch of our operations, an increase in thesize and number of our auctionsat other sites, and a return on our investment in Intelspec. We believethat if WWA Group is able to realize these objectives thatnet incomewill increase in future periods. 

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**Quarters Ended****June****3****0****, 200****9****and        200****8**

***Revenue***

Revenue for the three months ended June 30, 2009was $8,574,487as compared to revenue of $10,525,715for the three months ended June30, 2008, a decreaseof 19%. Revenue for the        six months ended June 30, 2009 decreased to $14,874,814 from $15,797,563 for the six months ended June 30, 2008, a decrease of 6%.The decreasein revenues over the comparative three and six months can be primarily attributed to a decrease in the sale of owned equipmentfrom $10,724,543 during the six months ended June 30, 2008 to $10,301,610 during the six months ended June 30, 2009, a decrease of 4% and to a        decrease in revenue from ship charter during the six months ended June 30, 2009 that decreased 64% to $300,000 from $824,573 during the six months ended June 30, 2008. The decline in ship charter revenue in 2009 is due to a restructured charter from a wet (serviced) to a dry (non-serviced) charter. 

Revenue is expected to declinesubstantially in the near term in the event that we dispose of the U.A.E. branch of our operations and decrease our equipment trading activities.Otherwise, we can expect a gradual decline in revenue as the region adjusts to the current economic        situation.

***Gross Profit***

Gross profit for the three months ended June30, 2009was $2,343,075as compared to a gross profit of $2,728,182for the three months ended June30, 2008, a decrease of 14%.Gross profit for the six months ended June 30, 2009 was $3,370,969 as compared to a gross profit of $4,148,571 for the six months ended June 30, 2008, a decrease of 19%.The decrease in gross profit over the comparativethree and six monthperiods can be primarily attributed to adecrease in gross profit of our        trading activity to almost 0% during the 6 months period ended June 30, 2009 as compared to 6% during the six months period ended June 30, 2009. The gross profit on commissionsand servicesincreased to 76% during the six months period ended June 30, 2009 as compared to 63% during the six month period ended June 30, 2008. Our improved marginon commissions and services is        theresult of lower direct costs and higher commission rates.          

Gross margins are expected to increase in the near term in the event we are able to dispose of the U.A.E. branch of our operations. Otherwise, we expect to continue that our gross profit will continue to decrease.

***Net**Income***

Net income for the three months ended June 30, 2009 was $791,958 as compared to a net income of $1,022,228 for the three months ended June 30, 2008, a decrease of 23%. Net income for the six months ended June 30, 2009 decreased to $285,021 from $1,059,894 for the six months ended June 30, 2008, a decrease of 73%.Thedecrease in net income can be primarily attributed to a decrease in our gross profit margin on trading activity over the comparative three and six month periodsand an increase in administrative costs.                   We expect to increase our net income over the next six monthsas efforts to trim operating expenses and increase profit margins are successful.

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***Expenses***

Expenses for the three months ended June30, 2009were $1,375,284as compared to expenses of $1,445,708for the three months ended June30, 2008, adecrease of 5%. Expenses for the six months ended June 30, 2009 were $2,786,433 as compared to expenses of $2,685,939 for the six months ended June 30, 2008, an increase of 4%. The increase in expenses over the comparativesix monthperiodscan be attributed to an increase in general and administrative expenses which increased from $1,321,683 in        the six months ended June 30, 2008 to $1,511,472 in the six months ended June 30, 2009 and depreciation and amortization expenses, which increased from $367,734in the six months ended June 30, 2008 to $417,686 in the three months ended June 30, 2009.          

We expectthat general, selling, and administrative expenses will remain relatively consistent over successive periods. However, in the event that we dispose of theU.A.E. branchwe expect asignificant decrease in selling, general and administrative costs.

**Income Tax Expense (Benefit)**

The Jebel Ali Free Zone is an income tax free zone. Therefore, anyprofits of World Wide Auctioneers, Ltd. are not taxable in Dubai.WWA Grouphas determined that undistributed earnings from Dubai will be reinvested in the business        indefinitely and that such earnings will not be distributed to the U.S. parent. Therefore, in accordance with APB Opinion No. 23, *Accounting for Income Taxes - Special Areas*, no income tax provision has been recorded for the undistributed earnings.However, in the event that Worldwide Auctioneers, Ltd. or any of our other subsidiaries distribute earnings to the        U.S.parent, such earnings wouldbe taxable at the applicable U.S. tax rates.

**Impact of Inflation**

WWA Grouphas been subject to a substantial increase in yard and staff housing expenses overthe last 2 years, due to thedemand for housing and land within the Jebel Ali Free Zone. The general market costs have now settled down, and we        have agreements in place to stabilize our rental costs in the future. However, operating costs in the U.A.E. have not declined relative to other international markets, our fixed land rental rate is now above market as the result of a decrease in thedemand for land in the Jebel Ali Free Zone, and other local governmental fees have seen a recent increase due to budget concerns. We do not believe that we can offset above market operating costsin the near termby increasing revenue and improving operating efficiencies in the U.A.E. while equipment prices, commission and service revenue, are on the decline.

**Liquidity and Capital Resources**

Cash flowsprovided by operating activities were $274,526for the sixmonths ended June30, 2009as compared to cash flows used in operating activitiesof $2,518,723for sixmonths ended June 30, 2008.Thetransition from cash flow used in operating activities to cash flow provided by operating activities in the current six month period ended June 30, 2009 is primarily attributable to the significantdecrease in accounts        receivable and inventory. Anticipated increases in net income with a decrease in accounts receivable and inventory are expected to provide more cash flow from operations in future periods.          

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Cash flowsused in investing activities for the sixmonths ended June30, 2009were $1,264,376as compared to cash flowsused        in investing activities of $313,511for the sixmonths ended June30, 2008. Cash flow used in investing activities in the sixmonths ended June 30, 2009 can be attributedto the$1.3million capitalization of our Aqua Conti water        desalinization barge. During the period WWA Group disposed of assets of $92,300. We except to increase our cash flows used in investing activities in future periodsas we pursue expansion objectives.

Cash flows provided by financing activities were $1,415,950for the sixmonths ended June30, 2009as compared to cash flowsused in financing activities of $123,317for the sixmonths ended June30, 2008. Cash flows provided by financing activities in the sixmonths ended June30, 2009consistedprimarilyofanincrease in bank credit lines of $1,814,928 offset by the repayment of long term debt to certain banksin the amount of$398,978.Cash flows provided by financing activities are expected to increase in future periods as we continue to weather deteriorating market conditions.

The board of directors, at its own discretion, may issue stock or grant options under the 2006 Benefit Plan to employees and other individuals, including consultants or advisors, who render services to WWA Group or its subsidiaries, provided that the services rendered are not in connection with the offer or sale of securities in a capital-raising transaction.        Pursuant to the 2006 Benefit Plan, between April 2006 andDecember 31, 2007, a total of 1,250,000 share options were granted to various consultants at an average price of $0.50 per share, all of which have been exercised.During 2008 WWA Group granted100,000shareoptions to a consultant at $0.36 per        share, none of which have been exercised as of June 30, 2009.

We believe that WWA Grouphassufficient current assets to meet its obligations with aworking capital surplus of $492,366as of June30, 2009that includes auction proceeds payable of approximately $11.38million, accounts payable of approximately $3million, $7,902,789in cash and $7,382,179in accounts receivable. However, WWA Group has historically funded itscash needs from a combination of operations,        increases in payables, sales of its common stock, and debt transactions. Should we be unable to consistently realize net cash flows from operating activities, we may need to seek financing to avoiddelaysin the payment of accounts payable or auction proceeds payable, which delays could negatively impact our ability to attract and retain consignors for future auctions.Prospective sources of funding could include shareholder loans, equity sales orloans from other sourcesthough no assurance can be given that such sources would be availableor that any commitment of support has been forthcoming. 

WWA Group does not intend to pay cash dividends in the foreseeable future.

WWA Group had no commitments for future capital expenditures that were material at June 30, 2009 except a $3 million commitment tothe construction of a 35,000 square foot office/ arena/shop building atthe Jebel Ali auction site in Dubai, U.A.E.

WWA Grouphas no defined benefit plan or contractual commitment with any of its officers or directors. 

WWA Grouphas no current plans for the purchase or sale of any plant or equipment.          WWA Grouphas no current plans to make any changes in the number of employees, though the disposition of the U.A.E. branch of our operations, which employsapproximately 50 peopleor 90% of all WWA Group employees, would constitute a substantial change in the number of our employees.

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**Off Balance Sheet Arrangements**

As of June 30, 2009, WWA Group hasno significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources        that is material to stockholders.

**Critical Accounting Policies**

In Note 2 to the audited consolidated financial statements for the year ended December 31, 2008 filed on Form 10-K with the Commission, WWA Group discusses those accounting policies that are considered to be significant in determining the results of operations and its financial position. WWA Group believes that the accounting principles utilized        by it conform to accounting principles generally accepted in the United States of America. 

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

With respect to revenue recognition, WWA Groupapplies the following critical accounting policies in the preparation of its financial statements 

***Revenue Recognition***

Auction revenues earned in WWA Group’s capacity as agent for consignors of equipment are comprised mainly of auction commissions in the form of flat selling fees or fixed or sliding percentages of the gross auction sale price of any consigned equipment. The majority of auction commissions are earned as a fixed rate of the gross selling        price. Auction revenues also include any preparation, shipping, clearing, transport and handling charges and fees applicable to certain items of consigned equipment; incidental interest income; buyers’ commission applicable on certain sales of items. All revenue is recognized when the auction sale is complete and we have determined that the auction proceeds are collectible. 

Trading revenues are defined as gross proceeds on sales of WWA Group owned or underwritten inventory sold at auction or privately. All costs of goods sold are accounted for under direct costs. Trading revenue can be earned and direct costs can be incurred when WWA Group guarantees a certain net level of proceeds to a consignor. This type of        revenue includes a percentage of proceeds in excess of the guaranteed amount. If actual auction proceeds are less than the guaranteed amount, WWA Group can incur a net loss on the sale. Therefore, sales of equipment on a guarantee contracts are to be treated the same as inventory for accounting purposes. Our exposure from these guarantee contracts can vary over each guarantee contract. Losses, if any, resulting from guarantee contracts are recorded in the period in which the relevant        auction is held.

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Ship chartering revenues are contractual in nature and similar to a lease. WWA Groupcharters itscargo vessel to a freight forwarding company on a flat monthly fee until the end of 2013. The shipping company is responsible for all of the fuel, repairs, maintenance,        salaries and all administrative costs and cargo related costs, and the risks of receipt and delivery of the cargo. WWA Group recognizes its ship charter revenues ratably over the term of the charter contract.

**Stock-Based Compensation**

We have adopted SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity        instruments or that may be settled by the issuance of such equity instruments.                   We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No. 96-18. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for        consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.

**Recent Accounting Pronouncements**

In June 2009, the FASB issued Statement of FinancialAccounting Standards No. 168, *The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles*. SFAS 168 replaces FASB Statement        No. 162, *The Hierarchy of Generally**Accepted Accounting Principles**,*and establishes the FASB Accounting Standards Codification (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements        in conformity with generally accepted accounting principles (“GAAP”). SFAS 168 is effective for interim and annual periods ending after September 15, 2009. The Company will begin to use the new Codification when referring to GAAP in its annual report on Form 10-K for the fiscal year ending December 31, 2009. This will not have an impact on the results of the Company.

In June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 167 *Amendments to FASB Interpretation No. (46R).*SFAS 167 is a revision of FASB Interpretation No. 46(R), *Consolidation of Variable        Interest Entities,*and changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that is most significantly impacts the        entity’s economic performance. SFAS No. 167 is effective at the start of a company’s first fiscal year beginning after November 15, 2009, or the Company’s fiscal year beginning January 1, 2010. The Company is currently unable to determine what impact the future application of SFAS No. 167 may have on its consolidated financial statements.

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In June 2009, the FASB issued SFAS No. 166, *Accounting for Transfers of Financial Assets- an Amendment to FASB Statement No. 140.*SFAS No. 166 is a revision to SFAS No. 140, *Accounting for Transfers and Servicing of        Financial Assets and Extinguishments of Liabilities,*and will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. SFAS No. 166 eliminates the concept of a “qualifying special purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures.        SFAS No. 166 is effective at the start of a company’s first fiscal year beginning after November 15, 2009, or the Company’s fiscal year beginning January 1, 2010. The Company is currently unable to determine what impact the future application of SFAS No. 166        may have on its consolidated financial statements.          

In May 2009, the FASB issued SFAS No. 165, *Subsequent Events.*SFAS No. 165 is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. SFAS        No. 165 requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date – that is, whether that date represents the date the financial statements were issued or were available to be issued. The disclosure is intended to alert all users of financial statements that an entity has not evaluated subsequent events after the date in the set of financial statements being presented. SFAS No. 165 is effective for interim and annual        periods ending after June 15, 2009, or the Company’s fiscal quarter beginning July 1, 2009. The Company adopted SFAS No. 165 in the second quarter of 2009, and the adoption did not have any impact on its results of operations or financial position.

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

The statements contained in the section titled *Management’s Discussion and Analysis of Financial Condition and**Results of Operations*and elsewhere in this current report, are forward looking statements. Forward        looking statements reflect our current expectations and beliefs regarding our future results of operations, performance, and achievements. These statements are subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not materialize. These statements include, but are not limited to, statements concerning:          

|  | ·      | our anticipated financial performance; |
|--|----------------------------------------|----------------------------------------|

|  | ·      | the sufficiency of existing capital resources; |
|--|----------------------------------------|------------------------------------------------|

|  | ·      | uncertainties related to the growth of our business and the acceptance of our products and services; |
|--|----------------------------------------|------------------------------------------------------------------------------------------------------|

|  | ·      | our ability to achieve and maintain an adequate customer base to generate sufficient revenues to maintain and expand operations; |
|--|----------------------------------------|----------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | the volatility of the stock market and; |
|--|----------------------------------------|-----------------------------------------|

|  | ·      | general economic conditions. |
|--|----------------------------------------|------------------------------|

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

**ITEM 3.     ****QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**

Not required.

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**ITEM 4T.     CONTROLS AND PROCEDURES**

***Evaluation of Disclosure Controls and Procedures         ***

In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by WWA Group’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of WWA Group’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the        Securities Exchange Act of 1934 (“Exchange Act”)). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to        allow timely decisions regarding required disclosures.

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

***Changes in Internal Control over Financial Reporting         ***

There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during theperiodended June30, 2009, that materially affected, or are reasonably likely to materially affect,        WWA Group’s internal control over financial reporting.

**PART II****– OTHER INFORMATION**

**ITEM 1.     LEGAL PROCEEDINGS         **

***WWA Group. vs. Frederic Polliart***

On July 8, 2008 WWA Group, represented by Kronenberger Burgoyne, LLP, commenced proceedings in the United States District Court Southern District of California with the filing of a complaint against 

Frederic Polliart that seeks punitive and exemplary damages for cyber squatting, trademark infringement, civil extortion, defamation, intentional interference with contractual relations, intentional interference with prospective economic advantage, and unfair competition in connection with Polliart’s use of an internet domain name        *“wwauctions.biz”*to disseminate false information about WWA Group and its management*.*Our counsel was unable to servethe complaint on Mr. Polliart and has since withdrawn representation. WWA Group does not intent to continue to pursue this action.         

***OFAC Pre-Penalty Notice***

On August 5, 2009 WWA Group, Inc. received a Pre-Penalty Notice (“Notice’) from the Office of Foreign Assets Control (“OFAC”). The Notice was issued based on OFAC’s belief that WWA Grouphas engaged in certain transactions prohibited by Executive Order(s) and or Regulations        promulgated pursuant to the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 *et seq.*in connection with the facilitation of auction related services to Iran and Sudan. The perceived violations have caused OFAC to propose a civil monetary penalty of $4,665,600 be imposed on WWA Groupsubject to adjustment based on evidence presented in response to        the Notice.The Notice process permits usto contact OFAC by telephone to initiate settlement discussions or otherwise provide a written response to the perceived violations within the permitted 30 day notice period prior to the issuance of a Penalty Notice.          

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WWA Grouphas contacted OFAC by telephone and intends to present evidence to negate the perception that it has operated in contravention of the laws of the U.S.

**ITEM 1****A****.****     RISK FACTORS**

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

**Risks Related t****o WWA Group’s Business**

***Sales of equipment from our auctions may have ultimately ended up in Iran******,******Sudan******or Syria******.***

Due to the proximity of Iran, Sudan and Syria to our auction site, sales records,and statistics on regional spending forused construction equipment, there is reason to believe that some percentage of the equipment sold at our auctions prior to May 2007 may have ultimately ended up in Iran,        Sudanor Syria. Although we have never sold equipment to Iran, Sudanor Syria, countries which the U.S. State Department and OFAChave identified as state sponsors of terrorism, andwe have never made any effort to attract consignors or bidders from any country recognized as a state sponsor of terrorism, it is possible that some equipment        purchased at our auctions wassold to persons or entities that re-exported such equipmentto these countries, particularly to Iran. Ourrecords indicateas follows:         

| ***Sales between March 2001 and May 2007 to persons******or entities with addresses in c******ountries deemed State Sponsors of Terrorism by the U.S. State Department and OFAC*** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *Address of registered bidder*                                                                                                                                                     | *Sales* | *Percentage of total sales** |
| Iran                                                                                                                                                                               | $7,300,000 | 1.40% |
| Sudan                                                                                                                                                                              | $1,847,950 | 0.37% |
| Syria                                                                                                                                                                              | $202,300 | 0.03% |
| TOTAL                                                                                                                                                                              | $9,350,250 | 1.8% |

     

* Total gross auction sales and private sales by WWA Group were approximately 

$519,600,000 between 2001 and May of 2007

We do not believe that this percentage of sales had any impact on our operations, reputationor on shareholder value. However, despite the fact that we have no knowledge of delivery of equipment purchased at our auctions into Iran, Sudan or Syria, OFAC has proposed that a fine of $4.665million be imposed on WWA Group. Although we are in the process of negating the basis for proposed fine the imposition of such a penalty would have a negative on our reputation and could diminish our ability to continue as a going concern. 

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***A significant percentage of corporate control lies in the hands of one shareholder.***

Asia8, Inc. owns and controls voting power over nearly 33%of WWA Group’s issued and outstanding stock. The concentration of such a large percentage ofourstock in the hands of one shareholder may have a disproportionate effect on        the votingpower of minority shareholders on any and all matters presented to ourshareholders.Additionally, Eric Montandon, our chief executive officer, is also the chief executive officer of Asia8, Inc. 

***WWA G******roup competes with a much larger and better-financed corporation.***

We compete with numerous auction companies throughout the world, but the Gulf region is our primary market. The used equipment auction market in the Gulf region hasonlytwo significant participants, us and Ritchie Brothers Auctioneers, Inc. (“RBA”). RBA, the        world’s largest un-reserved equipment auctioneer, has reported over $3.5billion in gross auction salesfor 2008from 193 auctions around the world, andholds a dominant position in certain geographic locations. While RBA is still much larger and much better-financed than us, we have gradually increased our market share in Dubai and        have effectively outperformed RBA in terms of market share since 2004.

***WWA Group is dependent upon key personnel.***

WWA Group’sperformance and operating results are substantially dependent on the continued service and performance of ourofficers and directors. We intendto hire additional technical, sales,managerialand other personnel as wemove forward with ourbusiness model. Competition for such personnel is intense, and there can be no assurance that wecan retain ourkey salesemployees, or that wewill be able to attract or retain highly qualified salesand managerial personnel in the future. The loss of the services of any of our key employees or the inability to attract and retain the necessary personnel could have a material adverse effect upon our business, financial condition, operating results, and cash flows. 

***WWA Group depends on the growth of******our******customer base and increased business from******our******current customers.***

WWA Group’ssuccess is substantially dependent on the continued growth of our customer base. If we fail to increase ourcustomer base, ourbusiness and operating results will be seriously harmed.Ourability to attract new customers will depend on a variety of factors, including the reliability, security, scalability and cost-effectiveness of our services, as well as ourability to effectively market ourservices. If we fail to generate repeat and expanded business from our current customers, our business and operating results will be        seriously harmed. 

**Risks Related t****o WWA Group’s****Stock**

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

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

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

        We incur significant legal, accounting and other expenses as a result of the Sarbanes-Oxley Act of 2002, as well as related rules implemented by the Commission, which control the corporate governance practices of public companies. Compliance with these laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002,as discussed in the following risk factor, hassubstantially        increased our expenses, including legal and accounting costs, and madesome activities more time-consuming and costly. Further, expenses related to our compliance may increase in the future, as legislation affecting smaller reporting companies comes into effect that may negatively impact our financial performance to the point of having a material adverse effect on our results of operations and financial condition.

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

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

***WWA Group******does not pay dividends.***

WWA Groupdoes not pay dividends.We havenot paid any dividends since inception and haveno intention of paying any dividends in the foreseeable future. Any future dividends would be at the discretion of our board of        directors and would depend on, among other things, future earnings, ouroperating and financial condition,our capital requirements, and general business conditions. Therefore, shareholdersshould not expect any type of cash flow from their investment.

***WWA Group may require additional capital funding.***

Wemay require additional funds, either through additional equity offerings or debt placements, in order to sustain or expand operationswhile satisfyingshort-term and long-term financial commitments.Any procurement        of additional capital to meet these objectives may result in dilution to ourcurrent shareholders. Further, should we be unable to procure additional capital, as necessary, WWA Group may not be able to meet its financial commitments.          

***If the******market******price of o******ur common stock declines******security holder******s or others may be encouraged to engage        in short selling******,******which may further depress******the market price******.***

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

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***WWA Group******’s shareholders may face significant restrictions on******their stock.***

WWA Group’sstock differs from many stocks in that it is a “penny stock.”The Commission has adopted a number of rules to regulate “penny stocks”including, but not limited to, those rules from theSecurities Actas follows:          

3a51-1     which defines penny stock as, generally speaking,those securities whichare not listed on either NASDAQ or a national securities exchange and are priced under $5, excludingsecurities of issuers that have net        tangible assets greater than $2 million if they have been in operation at least three years,greater than $5 million if in operation less than three years, or average revenue of at least $6 million for the last three years;

15g-1     which outlines transactions by broker/dealers which are exempt from 15g-2 through 15g-6 as those whose commissions from traders are lower than 5% total commissions;

15g-2     which details that brokers must disclose risks of penny stock on Schedule 15G;

15g-3     which details that broker/dealers must disclose quotes and other information relating to the penny stock market;

15g-4     which explains that compensation of broker/dealers must be disclosed;

15g-5     which explains that compensation of persons associated in connection with penny stock sales must be disclosed;

15g-6     which outlines that broker/dealers must send out monthly account statements; and

15g-9     which defines sales practice requirements. 

 

SinceWWA Group’s securities constitute a “penny stock”within the meaning of the rules, the rules would apply to us and our securities. Because these rules provide regulatory burdens upon broker-dealers, theymay affect the ability of        shareholdersto sell their securities in any market that may develop; the rules themselves maylimitthemarket for penny stocks. Additionally, the market among dealers may not be active. Investors in penny stock often are unable to sell stock back to the dealer that sold them the stock. The mark-ups or commissions charged by the        broker-dealers may be greater than any profit a seller may make. Because of large dealer spreads, investors may be unable to sell the stock immediately back to the dealer at the same price the dealer sold the stock to the investor. In some cases, the stock may fall quickly in value. Investors may be unable to reap any profit from any sale of the stock, if they can sell it at all. 

Shareholders should be aware that, according to Commission Release No. 34-29093 dated April 17, 1991, the market for penny stocks has suffered from patterns of fraud and abuse. These patternsinclude: 

|  | ·      | control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------|

|  | ·      | manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; |
|--|----------------------------------------|---------------------------------------------------------------------------------------------------------------------|

|  | ·      | “boiler room”practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; |
|--|----------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------|

|  | ·      | excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and |
|--|----------------------------------------|--------------------------------------------------------------------------------------------|

|  | ·      | the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses. |
|--|----------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

None.

**ITEM 3.     DEFAULTS ON SENIOR SECURITIES**

None.

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**ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS         **

None.

**ITEM 5.     OTHER INFORMATION         **

Effective August 14, 2009, our board ofdirectors accepted the resignation of Chris Bettinsonasa director of WWA Group**.**         

Effective August 14, 2009, our board of directors accepted the resignation of Keith Lupton as a director of WWA Group.

**ITEM 6.     EXHIBITS**

Exhibitsrequired to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 27of this Form 10-Q, and are incorporated herein by this reference.

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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.         

***WWA Group, Inc.                              Date***

/s/ Eric Montandon                              August19, 2009By: Eric Montandon        Its: Chief Executive Officer                    

/s/ Digamber Naswa                              August19, 2009By: Digamber Naswa

Its: Chief Financial Officer and Principal Accounting Officer                    

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**EXHIBITS**

***Exhibit     Description***

3(i)(a)*     Articles of Incorporation of WWA Group (Conceptual Technologies, Inc.) filed with the Nevada Secretary of State on November 26, 1996 (incorporated herein by reference from the Form SB-2 filed with the Commission on December 26, 2007).

3(i)(b)*     Certificate of Amendment of the Articles of Incorporation of WWA Group (Conceptual Technologies, Inc.) filed with the Nevada Secretary of State on August 29, 1997 (incorporated herein by reference from the Form SB-2 filed with the Commission on December 26, 2007).

3(i)(c)*     Certificate of Amendment of the Articles of Incorporation of WWA Group (NovaMed Inc.) filed with the Nevada Secretary of State on May 8, 1998 (incorporated herein by reference from the Form SB-2 filed with the Commission on December 26, 2007).

3(i)(d)*      Certificate of Amendment to the Articles of Incorporation of WWA Group filed with the Nevada Secretary of State on September 25, 2003 (incorporated herein by reference from the Form SB-2 filed with the Commission on December 26, 2007).

3(ii)*     Bylaws of WWA Group adopted on November 12, 1996 (incorporated herein by reference from the Form SB-2 filed with the Commission on December 26, 2007). 

10(i)*     Stock Exchange Agreement between WWA Group and World Wide Auctioneers, Inc. dated August 5, 2003 (incorporated herein by reference from the Form 8-K filed with the Commission on August 25, 2003).

10(ii)*     Purchase Agreement between World Wide Auctioneers, Ltd., Geoffrey Greenless and Crown Diamond Holdings, Inc. dated June 30, 2006 (incorporated herein by reference from the Form 8-K filed with the Commission on July 19, 2006).

10(iii)*     Share Purchase Agreement between World Wide Auctioneers, Ltd. and Steven Edward Rogers dated December 20, 2006 (incorporated herein by reference from the Form 8-K filed with the Commission on February 15, 2007).   

14*     Code of Ethics adopted March 28, 2004 (incorporated herein by reference from the Form 10-KSB filed with the Commission on March 30, 2005). 

21*     Subsidiaries of WWA Group (incorporated herein by reference from the Form 10-K filed with the Commission on April 10, 2008).

31(a)     Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31(b)          Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32(a)          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(b)          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.

*     Incorporated by reference fromprevious filings of WWA Group.

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