UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K



(Mark
One)

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



For the fiscal year ended December 31,
2011.



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: 333-160786



WiFi
WIRELESS, INC.

(Exact
name of registrant as specified in its charter)



|Oregon                                                                                                                             |  | 90-0224959                                                                               
|---------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------
|(State
                                                    or other jurisdiction of
        incorporation
        or organization) |  | (I.R.S.
                                                    Employer 
Identification No.)
|                                                                                                                                   |  |                                                                                          
|65 Enterprise, Aliso
    Viejo, CA                                                                                                 |  | 92656                                                                                    
|(Address
    of principal executive offices)                                                                                       |  | (Zip
    Code)                                                                           



Tel No:
(949) 330-6413



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



|Title of
     each class | Name of
     each exchange on which registered
|------------------------ | ----------------------------------------------



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

(Title
of each class)



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



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



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 [  ] No [X]



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



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is
not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes [  ] No [X]



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 [  ]  (Do not check if a
    smaller reporting company) | Smaller reporting company [X]



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



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



Note—If
a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort
and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions
reasonable under the circumstances, provided that the assumptions are set forth in this Form..



APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:



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



(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)



Indicate
the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable
date: 57,250,466 Common Shares Outstanding as of March 02, 2012.



DOCUMENTS
INCORPORATED BY REFERENCE



List
hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3)
Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described
for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).




















WiFi
WIRELESS, INC.



TABLE
OF CONTENTS



|                                                                                              |  | Page
|--------------------------------------------------------------------------------------------- |  | ----
|                                                                                              |  |     
|PART I - FINANCIAL INFORMATION                                                               
|                                                                                              |  |     
|Item 1. Financial Statements                                                                  |  | F-1 
|Consolidated Balance Sheets                                                                   |  | F-1 
|Consolidated Statement of Expenses and Accumulated Deficit                                    |  | F-2 
|Consolidated Statement of Cash Flows                                                          |  | F-3 
|Consolidated Statements of Stockholder’s Equity                                               |  | F-4 
|Notes to the Financial Statements                                                             |  | F-5 
|                                                                                              |  |     
|Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |  | 3   
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                            |  | 5   
|Item 4. Controls and Procedures                                                               |  | 5   
|                                                                                              |  |     
|PART II - OTHER INFORMATION                                                                  
|                                                                                              |  |     
|Item 1. Legal Proceedings                                                                     |  | 6   
|Item 1A. Risk Factors                                                                         |  | 6   
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 6   
|Item 3. Defaults Upon Senior Securities                                                       |  | 7   
|Item 4. Mine Safety Disclosures                                                               |  | 7   
|Item 5. Other Information                                                                     |  | 7   
|Item 6. Exhibits                                                                              |  | 7   
|                                                                                              |  |     
|SIGNATURES                                                                                    |  | 8   





2







PART I - FINANCIAL INFORMATION



Item
1. Financial Statements



WiFi WIRELESS, INC.

(A Development Stage Enterprise)

BALANCE SHEETS

For the Twelve Months Ended December
31, 2011

and the Year Ended December 31,
2010



ASSETS



|                                     |  | Twelve Months |            |   |                       |  
|------------------------------------ |  | ------------- | ---------- | - | --------------------- | -
|                                     |  | Ended         |            |   | Year Ended            |  
|                                     |  | 12/31/2011    |            |   | December
    31, 2010 |  
|                                     |  |               |            |   |                       |  
|Current Assets:                      |  |               |            |   |                       |  
|Cash and Cash Equivalents            |  | $             | -          |   |                       | $
|Prepaid Expenses                     |  |               | 5,857      |   |                       |  
|                                     |  |               |            |   |                       |  
|Total Current Assets                 |  | $             | 5,857      |   |                       | $
|                                     |  |               |            |   |                       |  
|Fixed Assets:                        |  |               |            |   |                       |  
|Property and Equipment               |  |               | 21,860     |   |                       |  
|R&D Equipment                        |  |               | 54,227     |   |                       |  
|                                     |  | $             | 76,087     |   |                       | $
|Less: Accumulated Depreciation       |  |               | (55,816    | ) |                       |  
|                                     |  |               |            |   |                       |  
|Net Fixed Assets                     |  | $             | 20,271     |   |                       | $
|                                     |  |               |            |   |                       |  
|Other Assets:                        |  |               |            |   |                       |  
|Security and Other Deposits          |  | $             | 3,915      |   |                       | $
|Organizational Costs                 |  |               | 10,874     |   |                       |  
|Accumulated Amortization - Org Costs |  |               | (10,874    | ) |                       |  
|Investments                          |  |               | -          |   |                       |  
|Deferred Income Tax Benefit          |  |               | 1,610,066  |   |                       |  
|Allowance for Realization            |  |               | (1,610,066 | ) |                       |  
|                                     |  |               |            |   |                       |  
|Total Other Assets                   |  | $             | 3,915      |   |                       | $
|                                     |  |               |            |   |                       |  
|Total Assets                         |  | $             | 30,043     |   |                       | $



LIABILITIES AND STOCKHOLDERS’
EQUITY



|                                                                                                                                                                             |  | Twelve Months |            |   |                       |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | --------------------- | -
|                                                                                                                                                                             |  | Ended         |            |   | Year Ended            |  
|                                                                                                                                                                             |  | 12/31/2011    |            |   | December
    31, 2010 |  
|                                                                                                                                                                             |  |               |            |   |                       |  
|Current Liabilities:                                                                                                                                                         |  |               |            |   |                       |  
|Accounts Payable                                                                                                                                                             |  | $             | 732,613    |   |                       | $
|Rent Payable                                                                                                                                                                 |  |               | -          |   |                       |  
|Other Current Liabilities                                                                                                                                                    |  |               | 192,491    |   |                       |  
|                                                                                                                                                                             |  |               |            |   |                       |  
|Total Current Liabilities                                                                                                                                                    |  | $             | 925,104    |   |                       | $
|                                                                                                                                                                             |  |               |            |   |                       |  
|Long-Term Liabilities:                                                                                                                                                       |  |               |            |   |                       |  
|Loan from Shareholder                                                                                                                                                        |  |               | 145,815    |   |                       |  
|Note Payable to Shareholder                                                                                                                                                  |  |               | 163,133    |   |                       |  
|                                                                                                                                                                             |  |               |            |   |                       |  
|Total Long Term Liabilities                                                                                                                                                  |  | $             | 308,948    |   |                       | $
|                                                                                                                                                                             |  |               |            |   |                       |  
|Total Liabilities                                                                                                                                                            |  | $             | 1,234,052  |   |                       | $
|                                                                                                                                                                             |  |               |            |   |                       |  
|Stockholders’ Equity:                                                                                                                                                        |  |               |            |   |                       |  
|Common Stock, par value $0.005 per share, 100,000,000 shares authorized, 57,250,466 and 36,708,466 shares issued, 57,250,466 and 36,708,466 shares outstanding, respectively |  | $             | 1,349,422  |   |                       | $
|Treasury Stock, 390,000 shares                                                                                                                                               |  |               | (1,950     | ) |                       |  
|Paid-in-Capital                                                                                                                                                              |  |               | 2,184,009  |   |                       |  
|Accumulated Deficit during Development Stage                                                                                                                                 |  |               | (4,735,490 | ) |                       |  
|                                                                                                                                                                             |  |               |            |   |                       |  
|Total Stockholders’ Equity                                                                                                                                                   |  | $             | (1,204,009 | ) |                       | $
|                                                                                                                                                                             |  |               |            |   |                       |  
|Total Liabilities & Capital                                                                                                                                                  |  | $             | 30,043     |   |                       | $





F-1







WiFi WIRELESS, INC.

(A Development Stage Enterprise)

STATEMENT OF EXPENSES AND ACCUMULATED
DEFICIT

For the Three Months and Twelve
Months Ended December 31, 2011

and the Period from August 29,
1989 (Inception) to December 31, 2011



|                                                        |  |                  |            |   |                  |   |            | August 29, 1989 | 
|------------------------------------------------------- |  | ---------------- | ---------- | - | ---------------- | - | ---------- | --------------- | 
|                                                        |  | Three Months     |            |   | Twelve Months    |   |            | (Inception) to  | 
|                                                        |  | Ended 12/31/2011 |            |   | Ended 12/31/2011 |   |            | 12/31/2011      | 
|                                                        |  |                  |            |   |                  |   |            |                 | 
|REVENUE                                                 |  | $                | -          |   |                  | $ | -          |                 | 
|COST OF SALES                                           |  |                  | -          |   |                  |   | -          |                 | 
|                                                        |  |                  |            |   |                  |   |            |                 | 
|GROSS PROFIT                                            |  | $                | -          |   |                  | $ | -          |                 | 
|Research and Development                                |  |                  | -          |   |                  |   | -          |                 | 
|                                                        |  |                  |            |   |                  |   |            |                 | 
|SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES:          |  |                  |            |   |                  |   |            |                 | 
|Accounting                                              |  |                  | 9,000      |   |                  |   | 9,000      |                 | 
|Administrative                                          |  |                  | -          |   |                  |   | -          |                 | 
|Amortization                                            |  |                  | -          |   |                  |   | -          |                 | 
|Automobile expense                                      |  |                  | 77         |   |                  |   | 128        |                 | 
|Bank service charges                                    |  |                  | 823        |   |                  |   | 1,704      |                 | 
|Consulting                                              |  |                  | 4,100      |   |                  |   | 4,100      |                 | 
|Depreciation                                            |  |                  | 2,162      |   |                  |   | 8,646      |                 | 
|Taxes, licenses and fees                                |  |                  | -          |   |                  |   | 1,625      |                 | 
|Insurance                                               |  |                  | -          |   |                  |   | -          |                 | 
|Interest expense                                        |  |                  | 14,436     |   |                  |   | 66,833     |                 | 
|Legal                                                   |  |                  | 1,093,353  |   |                  |   | 1,093,383  |                 | 
|Marketing                                               |  |                  | -          |   |                  |   | -          |                 | 
|Membership Fees                                         |  |                  | -          |   |                  |   | -          |                 | 
|Miscellaneous                                           |  |                  | 400        |   |                  |   | 1,197      |                 | 
|Office supplies and expense                             |  |                  | 1          |   |                  |   | 169        |                 | 
|Office support and expenses                             |  |                  | -          |   |                  |   | -          |                 | 
|Other expenses                                          |  |                  | -          |   |                  |   | -          |                 | 
|Outside services and other professional                 |  |                  | 2,560      |   |                  |   | 9,431      |                 | 
|Postage and delivery                                    |  |                  | -          |   |                  |   | 718        |                 | 
|Rent - facilities                                       |  |                  | 267        |   |                  |   | 3,488      |                 | 
|Rent - equipment                                        |  |                  | -          |   |                  |   | -          |                 | 
|Repairs and maintenance                                 |  |                  | -          |   |                  |   | -          |                 | 
|Salaries and wages                                      |  |                  | -          |   |                  |   | -          |                 | 
|Payroll tax expense                                     |  |                  | -          |   |                  |   | -          |                 | 
|Telephone                                               |  |                  | 178        |   |                  |   | 245        |                 | 
|Travel and entertainment                                |  |                  | 123        |   |                  |   | 138        |                 | 
|Utilities                                               |  |                  | -          |   |                  |   | -          |                 | 
|Stock-based payments                                    |  |                  | -          |   |                  |   | -          |                 | 
|Website Development                                     |  |                  | 23         |   |                  |   | 4,662      |                 | 
|Total R&D, selling, general and administrative expenses |  | $                | 1,127,503  |   |                  | $ | 1,205,467  |                 | 
|Loss                                                    |  | $                | (1,127,503 | ) |                  | $ | (1,205,467 | )               | 
|Income tax expense (benefit)                            |  |                  | -          |   |                  |   | -          |                 | 
|                                                        |  |                  |            |   |                  |   |            |                 | 
|NET LOSS                                                |  | $                | (1,127,503 | ) |                  | $ | (1,205,467 | )               | 



F-2







WiFi WIRELESS, INC.

(A Development Stage Enterprise)

STATEMENT OF CASH FLOWS

For the Three Months and Twelve
Months Ended December 31, 2011

and the Period from August 29,
1989 (Inception) to December 31, 2011



|                                                                                             |  |                  |            |   |                  |   |            | August 29, 1989 | 
|-------------------------------------------------------------------------------------------- |  | ---------------- | ---------- | - | ---------------- | - | ---------- | --------------- | 
|                                                                                             |  | Three Months     |            |   | Twelve Months    |   |            | (Inception) to  | 
|                                                                                             |  | Ended 12/31/2011 |            |   | Ended 12/31/2011 |   |            | 12/31/2011      | 
|CASH FLOW FROM OPERATION ACTIVITIES                                                          |  |                  |            |   |                  |   |            |                 | 
|Net Loss                                                                                     |  | $                | (1,127,503 | ) |                  | $ | (1,205,467 | )               | 
|ADJUSTMENT TO RECONCILE CHANGE IN NET ASSETS TO NET CASH FLOWS USED FOR OPERATING ACTIVITIES |  |                  |            |   |                  |   |            |                 | 
|                                                                                            
|Depreciation expense                                                                         |  |                  | 2,162      |   |                  |   | 8,646      |                 | 
|Amortization                                                                                 |  |                  | -          |   |                  |   | -          |                 | 
|Allowance for deferred tax benefit                                                           |  |                  | -          |   |                  |   | -          |                 | 
|Increase in prepaid expenses                                                                 |  |                  | -          |   |                  |   | (5,857     | )               | 
|Decrease in accounts payable                                                                 |  |                  | 732,613    |   |                  |   | 732,615    |                 | 
|Rent payable                                                                                 |  |                  | -          |   |                  |   | -          |                 | 
|Decrease in other current liabilities                                                        |  |                  | 14,436     |   |                  |   | 66,725     |                 | 
|                                                                                             |  |                  |            |   |                  |   |            |                 | 
|NET CASH USED IN OPERATING ACTIVITIES                                                        |  | $                | (378,292   | ) |                  | $ | (403,338   | )               | 
|CASH FLOW FROM INVESTING ACTIVITIES                                                          |  |                  |            |   |                  |   |            |                 | 
|Office equipment                                                                             |  |                  | -          |   |                  |   | -          |                 | 
|R&D Equipment                                                                                |  |                  | -          |   |                  |   | -          |                 | 
|Increase in security and other deposits                                                      |  |                  | -          |   |                  |   | -          |                 | 
|Investments                                                                                  |  |                  | -          |   |                  |   | -          |                 | 
|Organization costs                                                                           |  |                  | -          |   |                  |   | -          |                 | 
|Deferred income tax benefit from accum. losses                                               |  |                  | -          |   |                  |   | -          |                 | 
|                                                                                             |  |                  |            |   |                  |   |            |                 | 
|NET CASH USED IN INVESTING ACTIVITIES                                                        |  | $                | -          |   |                  | $ | -          |                 | 
|CASH FLOW FROM FINANCING ACTIVITIES                                                          |  |                  |            |   |                  |   |            |                 | 
|Loan from shareholder                                                                        |  |                  | 4,100      |   |                  |   | 7,000      |                 | 
|Net borrowings from shareholder loan                                                         |  |                  | (554,160   | ) |                  |   | (531,760   | )               | 
|Stock issued in acquisitions                                                                 |  |                  | -          |   |                  |   | -          |                 | 
|Stock-based payments                                                                         |  |                  | -          |   |                  |   | -          |                 | 
|Allowance for deferred tax benefit                                                           |  |                  | -          |   |                  |   | -          |                 | 
|Proceeds from issuance of stock                                                              |  |                  | 928,098    |   |                  |   | 928,098    |                 | 
|                                                                                             |  |                  |            |   |                  |   |            |                 | 
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                                    |  | $                | 378,038    |   |                  | $ | 403,338    |                 | 
|                                                                                             |  |                  |            |   |                  |   |            |                 | 
|NET INCREASE IN CASH AND CASH EQUIVALENTS                                                    |  | $                | (254       | ) |                  | $ | -          |                 | 
|CASH AND CASH EQUIVALENTS, Beginning of period                                               |  |                  | 254        |   |                  |   | -          |                 | 
|CASH AND CASH EQUIVALENTS, End of Period                                                     |  | $                | -          |   |                  | $ | -          |                 | 



F-3







WiFi WIRELESS, INC.

(A Development Stage
Enterprise)

STATEMENTS OF STOCKHOLDERS’
EQUITY

December 31, 2011



|                                     |  |               |             |   |         |   |           | Additional |  |   |             |   |  |         |               |   | Total |       
|------------------------------------ |  | ------------- | ----------- | - | ------- | - | --------- | ---------- |  | - | ----------- | - |  | ------- | ------------- | - | ----- | ------
|                                     |  | Common shares |             |   | Paid-In |   |           | Treasury   |  |   | Accumulated |   |  |         | Stockholders’ |  
|                                     |  | Number        |             |   | Amount  |   |           | Capital    |  |   | Shares      |   |  | Deficit |               |   |       | Equity
|                                     |  |               |             |   |         |   |           |            |  |   |             |   |  |         |               |   |       |       
|Balance at 12/31/04                  |  |               | 8,109,000   |   |         | $ | 8,109     |            |  | $ | 1,381,813   |   |  | $       | -             |   |       | $     
|Net Loss                             |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Issuance of shares to affiliates     |  |               | 5,162,151   |   |         |   | 3,965     |            |  |   | 398,281     |   |  |         | -             |   |       |       
|Investment in Vimax                  |  |               | 200,000     |   |         |   | 200       |            |  |   | 399,800     |   |  |         | -             |   |       |       
|Treasury Stock                       |  |               | (2,000,000  | ) |         |   | -         |            |  |   | -           |   |  |         | (2,000        | ) |       |       
|Stock dividend: 2:1 split            |  |               | 11,077,200  |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Balance at 12/31/05                  |  |               | 22,548,351  |   |         | $ | 12,274    |            |  | $ | 2,179,894   |   |  | $       | (2,000        | ) |       | $     
|                                     |  |               |             |   |         |   |           |            |  |   |             |   |  |         |               |   |       |       
|Allowance for deferred tax asset     |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Issuance of shares, 3/31/06          |  |               | 2,846,300   |   |         |   | 1,423     |            |  |   | 21,889      |   |  |         | -             |   |       |       
|Reverse stock split 1:10, 6/30/06    |  |               | (21,412,846 | ) |         |   | 16,213    |            |  |   | (16,213     | ) |  |         | -             |   |       |       
|Issuance of shares, 6/30/06          |  |               | 7,037,452   |   |         |   | 35,187    |            |  |   | (35,187     | ) |  |         | -             |   |       |       
|Issuance of shares, 9/30/06          |  |               | 11,247,008  |   |         |   | 46,235    |            |  |   | (46,235     | ) |  |         | -             |   |       |       
|Issuance of shares, 12/31/06         |  |               | 3,000,000   |   |         |   | 15,000    |            |  |   | (15,000     | ) |  |         | -             |   |       |       
|Net Loss                             |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Balance at 12/31/06                  |  |               | 25,266,265  |   |         | $ | 126,332   |            |  | $ | 2,089,148   |   |  | $       | (2,000        | ) |       | $     
|                                     |  |               |             |   |         |   |           |            |  |   |             |   |  |         |               |   |       |       
|Issuance of shares                   |  |               | 3,200,000   |   |         |   | 6,000     |            |  |   | (6,000      | ) |  |         | -             |   |       |       
|Cancelled shares                     |  |               | (389,640    | ) |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Acquired Treasury Shares             |  |               | 190,000     |   |         |   | -         |            |  |   | 950         |   |  |         | (950          | ) |       |       
|Cancelled Treasury Shares            |  |               | (1,800,000  | ) |         |   | -         |            |  |   | (1,000      | ) |  |         | 1,000         |   |       |       
|Net Loss                             |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Balance at 3/31/2007                 |  |               | 26,466,625  |   |         | $ | 132,332   |            |  | $ | 2,083,098   |   |  | $       | (1,950        | ) |       | $     
|                                     |  |               |             |   |         |   |           |            |  |   |             |   |  |         |               |   |       |       
|Issuance of shares                   |  |               | 299,640     |   |         |   | 1,498     |            |  |   | (1,498      | ) |  |         | -             |   |       |       
|Net Loss                             |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Balance at 6/30/2007                 |  |               | 26,766,265  |   |         | $ | 133,831   |            |  | $ | 2,081,600   |   |  | $       | (1,950        | ) |       | $     
|                                     |  |               |             |   |         |   |           |            |  |   |             |   |  |         |               |   |       |       
|Net Loss                             |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Balance at 9/30/2007                 |  |               | 26,766,265  |   |         | $ | 133,831   |            |  | $ | 2,081,600   |   |  | $       | (1,950        | ) |       | $     
|                                     |  |               |             |   |         |   |           |            |  |   |             |   |  |         |               |   |       |       
|Retirement of shares                 |  |               | (400,000    | ) |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Net Loss                             |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Balance at 12/31/2007                |  |               | 26,366,265  |   |         | $ | 133,831   |            |  | $ | 2,081,600   |   |  | $       | (1,950        | ) |       | $     
|                                     |  |               |             |   |         |   |           |            |  |   |             |   |  |         |               |   |       |       
|Issuance of shares                   |  |               | 19,165,267  |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Cancelled shares                     |  |               | (19,451,891 | ) |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Net Loss                             |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Balance at 12/31/2008                |  |               | 26,079,641  |   |         | $ | 133,831   |            |  | $ | 2,081,600   |   |  | $       | (1,950        | ) |       | $     
|                                     |  |               |             |   |         |   |           |            |  |   |             |   |  |         |               |   |       |       
|Issuance of shares                   |  |               | 500,000     |   |         |   | 50,000    |            |  |   | (50,000     | ) |  |         | -             |   |       |       
|Net Loss                             |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Balance at 3/31/2009                 |  |               | 26,579,641  |   |         | $ | 183,831   |            |  | $ | 2,031,600   |   |  | $       | (1,950        | ) |       | $     
|                                     |  |               |             |   |         |   |           |            |  |   |             |   |  |         |               |   |       |       
|Issuance of shares (from xfer agent) |  |               | 2,208,825   |   |         |   | 220,882   |            |  |   | (220,882    | ) |  |         | -             |   |       |       
|Net Loss                             |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Balance at 6/30/2009                 |  |               | 28,788,466  |   |         | $ | 404,712   |            |  | $ | 1,810,718   |   |  | $       | (1,950        | ) |       | $     
|                                     |  |               |             |   |         |   |           |            |  |   |             |   |  |         |               |   |       |       
|Issuance of shares (from xfer agent) |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Net Loss                             |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Balance at 9/30/2009                 |  |               | 28,788,466  |   |         | $ | 404,712   |            |  | $ | 1,810,718   |   |  | $       | (1,950        | ) |       | $     
|                                     |  |               |             |   |         |   |           |            |  |   |             |   |  |         |               |   |       |       
|Issuance of shares (from xfer agent) |  |               | 2,000,000   |   |         |   | 250,000   |            |  |   | (452,099    | ) |  |         | -             |   |       |       
|Net Loss                             |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Balance at 12/31/2009                |  |               | 30,788,466  |   |         | $ | 654,712   |            |  | $ | 1,358,620   |   |  | $       | (1,950        | ) |       | $     
|                                     |  |               |             |   |         |   |           |            |  |   |             |   |  |         |               |   |       |       
|Issuance of shares (from xfer agent) |  |               | 2,100,000   |   |         |   | 210,000   |            |  |   | -           |   |  |         | -             |   |       |       
|Net Loss                             |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Balance at 3/31/2010                 |  |               | 32,888,466  |   |         | $ | 864,712   |            |  | $ | 1,358,620   |   |  | $       | (1,950        | ) |       | $     
|                                     |  |               |             |   |         |   |           |            |  |   |             |   |  |         |               |   |       |       
|Issuance of shares (from xfer agent) |  |               | 2,500,000   |   |         |   | 250,000   |            |  |   | -           |   |  |         | -             |   |       |       
|Net Loss                             |  |               | -           |   |         |   | -         |            |  |   | .           |   |  |         | -             |   |       |       
|Balance at 6/30/2010                 |  |               | 35,388,466  |   |         | $ | 1,114,712 |            |  | $ | 1,358,620   |   |  | $       | (1,950        | ) |       | $     
|                                     |  |               |             |   |         |   |           |            |  |   |             |   |  |         |               |   |       |       
|Issuance of shares (from xfer agent) |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Net Loss                             |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Balance at 9/30/2010                 |  |               | 35,388,466  |   |         | $ | 1,114,712 |            |  | $ | 1,358,620   |   |  | $       | (1,950        | ) |       | $     
|                                     |  |               |             |   |         |   |           |            |  |   |             |   |  |         |               |   |       |       
|Issuance of shares (from xfer agent) |  |               | 1,320,000   |   |         |   | 132,000   |            |  |   | -           |   |  |         | -             |   |       |       
|Net Loss                             |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Balance at 12/31/2010                |  |               | 36,708,466  |   |         | $ | 1,246,712 |            |  | $ | 1,358,620   |   |  | $       | (1,950        | ) |       | $     
|                                     |  |               |             |   |         |   |           |            |  |   |             |   |  |         |               |   |       |       
|Issuance of shares (from xfer agent) |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Net Loss                             |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Balance at 3/31/2011                 |  |               | 36,708,466  |   |         | $ | 1,246,712 |            |  | $ | 1,358,620   |   |  | $       | (1,950        | ) |       | $     
|                                     |  |               |             |   |         |   |           |            |  |   |             |   |  |         |               |   |       |       
|Issuance of shares (from xfer agent) |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Net Loss                             |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Balance at 6/30/2011                 |  |               | 36,708,466  |   |         | $ | 1,246,712 |            |  | $ | 1,358,620   |   |  | $       | (1,950        | ) |       | $     
|                                     |  |               |             |   |         |   |           |            |  |   |             |   |  |         |               |   |       |       
|Issuance of shares (from xfer agent) |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Net Loss                             |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Balance at 9/30/2011                 |  |               | 36,708,466  |   |         | $ | 1,246,712 |            |  | $ | 1,358,620   |   |  | $       | (1,950        | ) |       | $     
|                                     |  |               |             |   |         |   |           |            |  |   |             |   |  |         |               |   |       |       
|Issuance of shares (from xfer agent) |  |               | 20,542,000  |   |         |   | 102,710   |            |  |   | 825,388     |   |  |         | -             |   |       |       
|Net Loss                             |  |               | -           |   |         |   | -         |            |  |   | -           |   |  |         | -             |   |       |       
|Balance at 12/31/2011                |  |               | 57,250,466  |   |         | $ | 1,349,422 |            |  | $ | 2,184,008   |   |  | $       | (1,950        | ) |       | $     



F-4







WiFi WIRELESS, INC.

(A Development Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS



NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Nature of Business



The company was incorporated under the
laws of the State of Oregon on August 29, 1989 as Sunburst Resources Inc. The Company’s products are developed for use in
the military, maritime and commercial markets to be used internationally. WiFi Wireless utilizes GPS (Global Positioning Satellites)
for tracking products used in the shipping and transportation industries as well as applications using current UHF frequencies
enabling WiFi hardware to provide a greater range of service from the POP (“Point of Presence”) versus the conventional
wi-fi (802.11) retail space application.



WiFi Wireless, Incorporated provides
an expanded network technology to the traditional wi-fi (802.11) system. Currently, wi-fi (802.11) systems are confined to “Hot
Spot” locations within a limited radius. WiFi Wireless focuses on “Space-Time” technology applications by using
current UHF frequencies that enable WiFi Wireless’ hardware to provide 10 miles of service from the POP Point of Presence,
rather than the conventional wi-fi (802.11) retail space application. WiFi Wireless utilized a base station antenna with a capacity
that will allow up to 25,000 simultaneous users without degradation in performance. Business franchises can now be part of the
WiFi Wireless network by providing a POP site in one central location, instead of multiple, costly, small networks at a fraction
of the price of current T-Span charges affiliated with standard “Hot Spot” networks.



The Company has a calendar year end for reporting
purposes. The Company’s website address is www.wifiwirelessinc.net. The Company’s principal office location
is 65 Enterprise, Aliso Viejo, CA, 92656.



Development Stage Company



The Company is in the development stage
as more fully defined in Statement No. 7 of the Financial Accounting Standards Board. The Company is in the business of researching,
developing and commercializing new technologies. The Company will be devoting all of its resources to the research, development
and commercialization of its technologies.



In a development stage company, management
devotes most of its activities to preparing the business for operations. Planned principal activities have not yet begun. The ability
of the Company to emerge from the development stage with respect to any planned principal business activity is dependent upon its
successful efforts to raise additional equity financing and/or attain profitable operations. There is no guarantee that the company
will be able to raise any equity financing or sell any of its products as a profit. There is, therefore, doubt regarding the Company’s
ability to continue as a going concern.



F-5







WiFi WIRELESS, INC.

(A Development Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS



Use of Estimates



The preparation of consolidated financial
statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions
that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ
materially from these estimates. On an ongoing basis, we expect to evaluate our estimates, including those related to the accounts
receivable and sales allowances, fair values of marketable and non-marketable securities, fair values of intangible assets and
goodwill, useful lives of intangible assets, property and equipment, fair values of options to purchase our common stock, and income
taxes, among others. We expect to base our estimates on historical experience and on various other assumptions that are believed
to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.



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. Actual results
could differ materially from those estimates. Significant accounting policies and estimates underlying the accompanying financial
statements include:



It is reasonably possible that the estimates
may change in the future.



Cash and Cash Equivalents



The Company considers all highly liquid
debt instruments with original maturities not exceeding three months to be cash equivalents.



Property, Equipment and Depreciation



Property and equipment are recorded
at cost. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial
statement purposes. The Company uses other depreciation methods (generally accepted) for tax purposes where appropriate. Amortization
of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated
useful lives of the improvements.



The estimated useful lives of property
and equipment are as follows:



|Office Equipment | 3 – 10 years
|---------------- | ------------
|R & D Equipment  | 3 – 10 years



F-6







WiFi WIRELESS, INC.

(A Development Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS



Long-Lived Assets Including Goodwill
and Other Acquired Intangible Assets



The Company reviews property and equipment
and intangible assets, excluding goodwill, for impairment whenever events or changes in circumstances indicate the carrying amount
of an asset may not be recoverable. Recoverability of these assets is measured by comparison of carrying amounts to the future
undiscounted cash flows the assets are expected to generate. If property and equipment and intangible assets are considered to
be impaired, the impairment to be recognized equals the amount by which, the carrying value of the asset exceeds its fair market
value. The Company has made no adjustments to long-lived assets in any of the years presented. In accordance with SFAS No. 142,
Goodwill and Other Intangible Assets, the Company tests goodwill, if any, for impairment at least annually or more frequently if
events or changes in circumstances indicate that this asset may be impaired.



SFAS No. 142 also requires that intangible
assets with definite lives be amortized over their estimated useful lives and reviewed for impairment whenever events or changes
in circumstances indicate an asset’s carrying value may not be recoverable in accordance with SFAS No. 144, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.



Intangibles



Intangibles consist of software, including
purchased software, and development of new software products and enhancements to existing software products. Until technological
feasibility is established, costs associated with software development, including costs associated with the acquisition of intellectual
property relating to software development is expensed as incurred. After technological feasibility is established and until the
products are available for sale, software development costs are capitalized and amortized over the greater of the amount computed
using (a) the ratio that current gross revenue for the product bears to the total of current and anticipated future gross revenue
for that product or (b) the straight-line method over the estimated economic life of the product including the period being reported
on. The amortization period has been determined as the life of the product, which is three years.



Revenue Recognition



As the Company is continuing development
of its technologies, no significant revenues have been earned to date. The Company recognizes revenues at the time of delivery
of the product to the customers.



Research and Development costs
charged to Expense as Incurred



Expenditures for research activities
relating to product development and improvement are charged to expense as incurred. Such expenditures amounted to $252,585 since
inception.



F-7







WiFi WIRELESS, INC.

(A Development Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS



Stock Issued in Exchange For Services



The valuation of the common stock issued
in exchange for services is valued at an estimated fair market value as determined by the officers and directors for the Company
based upon other sales and issuances of the Company’s common stock within the same general time period.



Accounting Standards Codification



In September 2009, the Financial Accounting
Standards Board (“FASB”) issued ASC 105, formerly FASB Statement No. 168, the FASB Accounting Standards Codification
(“Codification”) and the Hierarchy of Generally Accepted Accounting Principles (“GAAP”), a replacement
of FASB Statement No. 162 (“SFAS 168”). SFAS 168 establishes the Codification as the single source of authoritative
GAAP in the United States, other than rules and interpretive releases issued by the SEC. The Codification is a reorganization of
current GAAP into a topical format that eliminates the current GAAP hierarchy and establishes instead two levels of guidance —
authoritative and non-authoritative. All non-grandfathered, non-SEC accounting literature that is not included in the Codification
will become non-authoritative. The FASB’s primary goal in developing the Codification is to simplify user access to all authoritative
GAAP by providing all the authoritative literature related to a particular accounting topic in one place. The Codification was
effective for interim and annual periods ending after September 15, 2009. As the Codification was not intended to change or alter
existing GAAP, it did not have a material impact on the Company’s consolidated financial statements.



Effect of Recent Accounting Pronouncements



The Company reviews new accounting standards
as issued. No new standards had any material effect on these consolidated financial statements. The accounting pronouncements issued
subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential
effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a
material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement
of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent
to December 31, 2011 through the date these financial statements were issued.



Litigation



The Company may be subject to various
claims and pending or threatened lawsuits in the normal course of business. Management believes that the outcome of any such lawsuits
would not have a materially adverse effect on the Company’s financial position, results of operations or cash flows.



F-8







WiFi WIRELESS, INC.

(A Development Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS



AValon RF, Inc. v. WiFi Wireless,
Inc. - AValon has sued WiFi for breach of contract and trade libel stemming from WiFi’s 2005 refusal to consummate a purchase
of a controlling interest of AValon.  AValon contends that the contract at issue required WiFi to purchase AValon. WiFi
contends that the contract required WiFi to negotiate in good faith towards a purchase, but that the purchase was subject to successful
completion of due diligence, which did not occur.  AValon contends that a later press release issued by WiFi constituted a
trade libel.  WiFi disputes that point and contends that AValon suffered no harm as a result of the press release.  The
case was first tried in early 2009.  The jury’s verdict in favor of AValon was nullified by the trial court’s awarding WiFi
a new trial due to misconduct of AValon’s counsel.  AValon appealed, but an appellate court upheld the trial court’s award
of a new trial.  The second trial was set to begin on October 3, 2011. On September 30, 2011, the plaintiff dismissed their
cause of action with WiFi paying no money to them. This case is now over as far as WiFi is concerned.



Legal Costs



Legal costs are expensed as incurred.



Advertising and Promotional Expenses



Advertising and promotional costs are
expensed as incurred.



Retired Administrative Staff



In April 2008, WiFi Wireless, Inc. retired
our internal administrative staff in order to achieve a reduction in overhead expenses. However, WiFi continues to maintain its
office sites. WiFi maintained financial stability and continued current on all of its monthly expenses with an ongoing loan agreement
with a privately held LLC. After April 2008, the company outsourced all administrative work on a per-job basis, and submits these
expenses for payment through an LLC loan agreement.



General Comment on 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’s management and its legal counsel assess 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 unasserted claims that may result in such proceedings, the Company’s legal counsel 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.



F-9







WiFi WIRELESS, INC.

(A Development Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS



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 potentially material
loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent
liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.



NOTE 2 – GOING CONCERN



WiFi Wireless’ financial statements
have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments
in the normal course of business for the foreseeable future. Since inception in August 1989, WiFi Wireless has accumulated losses
aggregating $4,735,498 of which $1,982,799 is related to stock-based payments for services.



Management’s plans for WiFi Wireless’
continued existence include selling additional stock or borrowing additional funds to pay overhead expenses while current marketing
efforts continue to raise its prospects of future sales. There is no guarantee that either of these efforts will be successful
in the future.



NOTE 3 – RELATED PARTY TRANSACTIONS



Related Parties Reimburse the
Company for Operating Expenses – Loan from Shareholder



A major shareholder reimburses the Company
for certain operating expenses. These expenses generally consist of salaries and related benefits paid to corporate personnel,
rent, data processing services, and other corporate facilities costs. The Company provides engineering, marketing, administrative,
accounting, information management, legal, and other services during their operations. All amounts paid by the shareholder are
recorded under shareholder loans and are payable under the specific terms of the loan. As of December 31, 2011, the amount of shareholder
loans payable was $308,948.



Patents – Intangible Assets
/ Affiliated Company



The Company plans to utilize certain
technology patents for use in its operations. These patents are controlled and owned by an affiliated company. The Company is dependent
on certain patents from an affiliated company for the development of its products. These patents are pending as of December 31,
2011.



Companies under Common Control
May Experience Change in Operations



The Company’s majority shareholder
also controls other entities whose operations are similar to those of the Company. Although there were no transactions between
the Company and these entities as of December 31, 2011, the majority shareholder is, nevertheless, in a position to influence the
sales volume of the company for the benefit of the other entities that are under his control.



F-10







WiFi WIRELESS, INC.

(A Development Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS



NOTE 4 – INCOME TAXES



Deferred income taxes reflect the tax
effect of the temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and
the amounts used for tax purposes. The components of the net deferred income tax assets are as follows:



|                                  |  | December 31, 2011 |          
|--------------------------------- |  | ----------------- | ---------
|CURRENT                           |  | $                 | -0-      
|DEFERRED                          |  | $                 | 1,610,066
|Allowance for realization         |  | $                 | 1,610,066
|Total Deferred Income Tax Benefit |  | $                 | -0-      



Realization of the Deferred Income
Tax Asset is Dependent on Generating Future Taxable Income



Background



Deferred tax assets arise when a company’s
financial statements recognize charges or expenses that, for income tax purposes, will not be allowed as deductions until future
periods. For example, when a corporation incurs an expense in its financial statements, such as certain restructuring type charges,
that it is not allowed to deduct on its federal tax return until paid in the future, the future tax benefit of that expense is
generally recorded in the income statement as a reduction of income tax expense and in the balance sheet as a tax asset. The same
general treatment applies to the carry forward of unused net operating losses and unused tax credits. Deferred tax assets are often
netted with deferred tax liabilities when presented in the balance sheet and are referred to as net deferred tax assets.



Under FAS 109, Accounting for Income
Taxes, a net deferred tax asset may only be carried on the balance sheet at its full value if it is more likely than not that the
deductions, losses, or credits giving rise to such deferred tax asset will be used in the future. If the more likely than not test
is not met, then a valuation allowance is required to be recorded against the net deferred tax asset. A valuation allowance creates
a charge to income tax expense in the income statement and a reduction of an asset on the balance sheet, in the period it is recorded.
Common practice would support a determination that a corporation with two or more consecutive years of significant



F-11







WiFi WIRELESS, INC.

(A Development Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS



losses is presumed to fail the more
likely than not test. Because of the Company’s losses in recent years the Company has examined the value of its deferred
tax assets and felt it was appropriate to record a valuation allowance against a major portion of them. The valuation allowance
essentially reduced the Company’s deferred tax asset to zero. The effect was to reverse the benefit of those deferred tax
assets that were recorded in prior years’ income statements and balance sheets. Consequently, these tax benefits will be
available in the future to reduce our income tax expense when we have positive income to use the tax benefits, or we have sufficient
deferred tax liabilities to absorb the tax assets.



Realization of the deferred income tax
asset is dependent on generating sufficient taxable income in future years. Although realization is not assured, management believes
it is more likely than not that all of the deferred income tax assets will be realized. The amount of the deferred income tax assets
considered realizable, however, could be reduced in the near term if estimates of future taxable income are reduced.



As of December 31, 2011, the Company’s
net operating loss carry forwards for income tax purposes were approximately $4,735,489. If not utilized, they will start to expire
in twenty years or 2026 for federal purposes and ten years or 2016 for state purposes.



NOTE 5 – COMMITMENTS AND
CONTINGENCIES



The Company leases a research and development
facility on a month-to-month lease at the rate of $1,349 per month. In addition, the Company leases a separate facility located
in Aliso Viejo, CA at the rate of approximately $465 per month on a month-to-month basis. The Company also rents various equipment
on an “as-needed” basis. Future minimum operating facilities lease expense for the next two years are estimated as
follows:



|Year       |  | Amount |    
|---------- |  | ------ | ---
|2012       |  | $      | -0-
|Thereafter |  |        | -0-
|TOTAL      |  | $      | -0-



NOTE 6 – CHANGE IN SECURITIES



During the period from January 1 2011
to December 31, 2011 the Company issued 20,542,000 shares of common stock. Of these, 18,472,000 shares were issued to an affiliate
and 2,070,000 shares were issued as payment for services performed for the Company by third parties. The Company did not retire
any shares of common stock during this period.



F-12







WiFi WIRELESS, INC.

(A Development Stage Enterprise)

NOTES TO THE FINANCIAL STATEMENTS



As of December 31, 2011, there were
57,250,466 shares of common stock issued and outstanding, of which 13,940,568 shares are restricted and 43,309,898 shares are non-restricted.
Total shares authorized are 100,000,000.



F-13











Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations



Forward-Looking Statements



We believe that it is important to communicate
our future expectations to our security holders and to the public. This report, therefore, contains statements about future events
and expectations which are “forward-looking statements” within the meaning of Sections 27A of the Securities Act of
1933 and 21E of the Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects
under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You
can expect to identify these statements by forward-looking words such as “may,” “might,” “could,”
“would,” “will,” “anticipate,” “believe,” “plan,” “estimate,”
“project,” “expect,” “intend,” “seek” and other similar expressions. Any statement
contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. Although we
believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are
reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements
to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements,
and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.



Important factors that might cause our actual
results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors”
section of and elsewhere in our Form 10-K dated December 19, 2012 for the fiscal year ended December 31, 2011 and in our subsequent
filings with the Securities and Exchange Commission.



THIS REPORT CONTAINS FORWARD LOOKING STATEMENTS
WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. THESE FORWARD
LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM HISTORICAL
RESULTS OR ANTICIPATED RESULTS, INCLUDING THOSE SET FORTH UNDER “RISK FACTORS” IN THIS “MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” AND ELSEWHERE IN THIS REPORT. THE FOLLOWING DISCUSSION AND
ANALYSIS SHOULD BE READ IN CONJUNCTION WITH “SELECTED FINANCIAL DATA” AND THE COMPANY’S FINANCIAL STATEMENTS
AND NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.



All dollar amounts in this Quarterly Report
are in U.S. dollars unless otherwise stated.



Nature of Business



We are a development stage company incorporated
under the laws of the State of Oregon on August 29, 1989 as Sunburst Resources Inc. The Company’s products are developed
for use in the military, maritime and commercial markets to be used internationally. WiFi Wireless utilizes GPS (Global Positioning
Satellites) for tracking products used in the shipping and transportation industries as well as applications using current UHF
frequencies enabling WiFi hardware to provide a greater range of service from the POP (“Point of Presence”) versus
the conventional wi-fi (802.11) retail space application.



WiFi Wireless, Incorporated provides an expanded
network technology to the traditional wi-fi (802.11) system. Currently, wi-fi (802.11) systems are confined to “Hot Spot”
locations within a limited radius. WiFi Wireless focuses on “Space-Time” technology applications by using current UHF
frequencies that enable WiFi Wireless’ hardware to provide 10 miles of service from the POP Point of Presence, rather than
the conventional wi-fi (802.11) retail space application. WiFi Wireless utilized a base station antenna with a capacity that will
allow up to 25,000 simultaneous users without degradation in performance. Business franchises can now be part of the WiFi Wireless
network by providing a POP site in one central location, instead of multiple, costly, small networks at a fraction of the price
of current T-Span charges affiliated with standard “Hot Spot” networks. The Company has a calendar year end for reporting
purposes. The Company’s website address is www.wifiwirelessinc.net. The Company’s principal office location is 65 Enterprise,
Aliso Viejo, CA, 92656.



Plan of Operation



The Company is in the development stage as
more fully defined in Statement No. 7 of the Financial Accounting Standards Board. The Company is in the business of researching,
developing and commercializing new technologies. The Company will be devoting all of its resources to the research, development
and commercialization of its technologies.



In a development stage company, management
devotes most of its activities to preparing the business for operations. Planned principal activities have not yet begun. The ability
of the Company to emerge from the development stage with respect to any planned principal business activity is dependent upon its
successful efforts to raise additional equity financing and/or attain profitable operations. There is no guarantee that the company
will be able to raise any equity financing or sell any of its products at a profit.



3







Our plan of operation for the twelve months
following the date of this report is to continue our research and development on the technology. As well, we anticipate spending
additional amounts for general and administrative expenses, including fees we will incur in complying with reporting obligations.
All functions will be coordinated and managed by our Board of Directors, including marketing, finance, and operations.



If we are unable to effectively market and
fund these projects we may have to suspend or cease our efforts. If we cease our previously stated efforts we do not have plans
to pursue other business opportunities. If we cease operations investors will not receive any return on their investments.



Going Concern



WiFi Wireless contemplates the realization
of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception
in August 1989, WiFi Wireless has accumulated losses aggregating $4,735,490 of which $1,608,861 is related to stock-based payments
for services.



Management’s plans for WiFi Wireless’
continued existence include selling additional stock or borrowing additional funds to pay overhead expenses while current marketing
efforts continue to raise its prospects of future sales. There is no guarantee that either of these efforts will be successful
in the future.



Further losses are expected until we enter
into a licensing agreement with a manufacturer and reseller. These factors raise substantial doubt about the ability of the Company
to continue as a going concern.



We may receive interim support from affiliated
companies and plan to raise additional capital through debt and/or equity financings. We may also raise additional funds through
the exercise of warrants and stock options, if exercised. However, there is no assurance that any of these activities will be successful.



Results of Operations



Three months ended December 31, 2011
compared to the Three months ended December 31, 2010



Revenue.For the three months ended
December 31, 2011, our revenue was $-0-, compared to $-0- for the same period in 2010.



Gross Profit / Loss.For the three months
ended December 31, 2011, our gross profit was $-0-, compared to gross profit of $-0- for the same period in 2010.



Selling, General and Administrative Expenses.For the three months ended December 31, 2011, selling, general and administrative expenses were $1,127,503 compared to $23,452
for the same period in 2010, an increase of 4708%, which relates to fees for legal services received in relation to lawsuits detailed
above.



Net Loss.We generated net losses of
$1,127,503 for the three months ended December 31, 2011 compared to $107,706 for the same period in 2010. See SG&A detail for
description of increase.



Twelve months ended December 31, 2011
compared to the Twelve months ended December 31, 2010



Revenue.For the twelve months ended
December 31, 2011, our revenue was $-0-, compared to $-0- for the same period in 2010.



Gross Profit / Loss.For the twelve
months ended December 31, 2011, our gross profit was $-0-, compared to gross profit of $-0- for the same period in 2010.



Selling, General and Administrative Expenses.For the twelve months ended December 31, 2011, selling, general and administrative expenses were $1,205,467 compared to $107,706
for the same period in 2011, an increase of 948%, which relates to fees for legal services received in relation to lawsuits detailed
above.



Net Loss.We generated net losses of
$1,205,467 for the twelve months ended December 31, 2011 compared to $107,706 for the same period in 2010. See SG&A detail
for description of increase.



4







Liquidity and Capital Resources



General.At December 31, 2011, we had
cash and cash equivalents of $0. We have historically met our cash needs through a combination of cash flows from operating activities,
proceeds from private placements of our securities, and loans including loans from our majority shareholder. Our cash requirements
are generally for selling, general and administrative activities. We believe that our cash balance is not sufficient to finance
our cash requirements for expected operational activities, capital improvements, and partial repayment of debt through the next
12 months.



Our operating activities used cash of $403,230
for the twelve months ended December 31, 2011, and net cash used in operations of $5,486, during the same period in 2010. The principal
elements of cash flow from operations for the twelve months ended December 31, 2011 included a net loss of $1,205,467 offset primarily
by increase in payables of $732,615.



Cash used in investing activities was $-0-
for the twelve months ended December 31, 2011, compared to cash used of $-0- during the comparable period in 2010.



Cash provided by our financing activities was
$403,338 for the twelve months ended December 31, 2011, compared to cash provided by financing activities of $5,710 during the
comparable period in 2010. The principal elements of cash flow from financing activities for the twelve months ended December 31,
2011, included issuance of common stock in the amount of $928,098 offset primarily by $524760 of repayments to our majority shareholder.



As of December 31, 2011, current liabilities
exceeded current assets by 158 times. Current assets increased from $-0- at December 31, 2010 to $5,857 at December 31, 2011 whereas
current liabilities increased from $125,766 at December 31, 2010 to $925,104 at December 31, 2011.



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 is material to our stockholders.



Item 3. Quantitative and Qualitative Disclosures
about Market Risk



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



Item 4. Controls and Procedures



The Securities and Exchange Commission defines
the term “disclosure controls and procedures” to mean a company’s controls and other procedures of an issuer
that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange
Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange
Act of 1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial
officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The
Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to
disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within
the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and
communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.



As of the end of the period covered by the
Form 10-K for fiscal year 2011, we carried out an evaluation, under the supervision and with the participation of our Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.
Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure
controls and procedures are not effective as of such date. The Chief Executive Officer and Chief Financial Officer have determined
that the Company continues to have the following deficiencies which represent a material weakness:



|1. | The Company has an independent director but does not have an Audit Committee.  The Company intends to appoint additional independent directors and set up an Audit Committee;                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;
|3. | Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;                                                                                                                                                                                                                                    
|4. | Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.                                                                                                                                                                                                                                



5







To remediate our internal control weaknesses,
management intends to implement the following measures:



| | ● | The Company will add sufficient number of independent directors to the board and appoint additional member(s) to the Audit Committee.
| | - | -------------------------------------------------------------------------------------------------------------------------------------



| | ● | The Company will add sufficient accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | The Company will hire staff technically proficient at applying U.S. GAAP to financial transactions and reporting.
| | - | -----------------------------------------------------------------------------------------------------------------



| | ● | Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------



The additional hiring is contingent upon The
Company’s efforts to obtain additional funding through equity or debt and the results of its operations. Management expects
to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.



Changes in Internal Control over Financial
Reporting



Except as set forth above, there were no changes
in our internal control over financial reporting that occurred during the quarter covered by this report that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.



Limitations on the Effectiveness of Controls



The Company’s management, including the
CEO and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will
prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable,
not absolute, assurance that the control system’s objectives will be met. Further, the design of the control system must
reflect that there are resource constraints and that the benefits must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making
can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls
is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness
to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration
in the degree of compliance with policies or procedures.



PART II - OTHER INFORMATION



Item 1. Legal Proceedings



From time to time, we may be involved in litigation
relating to claims arising out of our operations in the normal course of business. As of December 31, 2011 to the best of our knowledge,
understandings, or records, there are no current, past, pending or threatened legal proceedings or administrative actions either
by or against the Company that could have a material effect on the Company’s business, financial condition, or operations.



Item 1A. Risk Factors



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 2. Unregistered Sales
of Equity Securities and Use of Proceeds



To the best of our knowledge, understandings,
or records, there have been no unregistered sales of equity securities during the quarter ending December 31, 2011.



6







Item 3. Defaults Upon Senior
Securities



To the best of our knowledge, understandings,
or records, there have been no Defaults Upon Senior Securities during the quarter ending December 31, 2011.



Item 4. Mine Safety Disclosures



Not applicable.



Item 5. Other Information



To the best of our knowledge, understandings,
or records, there is no other information for the quarter ending December 31, 2011.



Item 6. Exhibits



(a) Exhibit(s)



|31.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of theSarbanes-Oxley Act of 2002
|---- |  | ---------------------------------------------------------------------------------------------------------------------
|31.2 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of theSarbanes-Oxley Act of 2002
|32.1 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002
|32.2 |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002







7







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) 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.



|                        | WiFi WIRELESS, INC.
|----------------------- | -------------------
|                        |                    
|Date: December 21, 2012 | By:                
|                        |                    





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