Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

June 27, 2014 (June 23, 2014)

WILESS CONTROLS INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-54093

(Commission File No.)

1680 Michigan Avenue, Suite 700

Miami Beach, FL 33139

(Address of principal executive offices and Zip Code)

(877) 407-9797

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

The information contained herein is as of June 24, 2014, the date of the completion of our IP Asset Purchase Agreement with owner of IP Assets, Mary Spio.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On June 19, 2014, we entered into an IP Asset Purchase Agreement (the "Agreement") with Mary Spio ("Spio") to acquire certain assets (the "IP Assets") owned by her in consideration of 50,000,000 restricted shares of our common stock. The IP Assets are used in developing a method and apparatus for facilitating social contact in a network of users.

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

On June 19, 2014, we completed the Agreement with Spio and exchanged the 50,000,000 restricted shares of our common stock for the IP Assets.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

On June 19, 2014, we completed the Agreement with Spio and exchanged the 50,000,000 restricted shares of our common stock for the IP Assets.

Since August 5, 2010, we were engaged in the business of bringing services to the Machine-to-Machine market (Machine-to-Machine (M2M) which refers to technologies that allows both wireless and wired systems to communicate with other devices of the same ability. We changed our name to iMetrik M2M Solutions Inc. in August 2010. On December 12, 2011, we filed Item 5.06 of Form 8-K and were no longer a "shell company" as that term is defined in Reg. 405 of the Securities Act of 1933, as amended.

On or about June 19, 2014, as a result of completing our Agreement, we changed the focus of our business from services to the Machine-to-Machine market to technology solutions company that provides easy and convenient tools and resources for people to meet, communicate and connect through shared interests, events and activities.

With respect to the information required by Item 2.01(f) of this Item, see Item 9.01 below.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On June 19, 2014, we issued 50,000,000 restricted shares of common stock to Spio for the IP Assets.

The foregoing shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"). Ms. Spio was furnished with the same information that could be found in a Form S-1 Registration Statement and was sophisticated in that she was familiar with our business and capable of reading and understanding financial information.

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ITEM 5.02

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

On June 19, 2014, Mary Spio was appointed to our board of directors. Mrs. Spio was also appointed President and Principal Executive Officer. Michel St-Pierre remains our Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and a member of our board of directors.

Mary Spio – President, Chief Executive Officer and Director

Since June 19, 2014, Mary Spio has been our president, principal executive officer and a member of our board of directors. Since September 2010, Mrs. Spio has founded and served as president of Next Galaxy Media, where she developed innovative content, campaigns and technology solutions for customers including Microsoft XBOX, Coca Cola, Suncoast Motion Pictures, FYE Stores, Toyota Scion and over 200 radio stations online TV. She created key benchmarks for all campaign metrics to establish formulas to pinpoint ROI. From 2004 to 2010, Mrs. Spio has founded Gen2Media Corp., now Vidaroo Corp., where she served as President and CEO. She launched and sold Vidaroo's online video software solution and services to Media-Buying Agencies, Brands, Music Labels, Movie Studios, Media Companies and Web Publishers Customer and developed and implemented marketing programs and initiatives to grow awareness and presence of Vidaroo's Network.

Michel St-Pierre – Chief Financial Officer and Director

Mr. St-Pierre has been our principal accounting officer, our principal financial officer, secretary, treasurer and a member of our board of directors from our inception on May 6, 2009. From May 6, 2006 to June 19, 2014, he was also our president and principal executive officer. Mr. St-Pierre is a registered chartered accountant in Quebec, Canada. Before working for the Company, Mr. St-Pierre has served as an officer of the Ecolocap Solutions Inc., since July 2006. Mr. St-Pierre has served as Chief Financial Officer of a public shell company, Tiger Renewable Energy Limited (formerly known as Tiger Ethanol International Inc. and Arch Management) since January 2007 and held positions as the Finance Director (comparable to Corporate Treasurer) at SPB Canada Inc. from 2004-2006.

During the past ten years, Ms. Spio and Mr. St-Pierre have not been the subject of the following events:

1.	A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2.	Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.	The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;

	i)	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

	ii)	Engaging in any type of business practice; or

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	iii)	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4.	The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;

5.	Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6.	Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7.	Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

	i)	Any Federal or State securities or commodities law or regulation; or

	ii)	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

	iii)	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8.	Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

We are including the following discussion to inform our existing and potential security holders generally of some of the risks and uncertainties that can affect our company and to take advantage of the "safe harbor" protection for forward-looking statements that applicable federal securities law affords.

From time to time, our management or persons acting on our behalf may make forward-looking statements to inform existing and potential security holders about our company. All statements other than statements of historical facts included in this report regarding our financial position, business strategy, plans and objectives of management for future operations, industry conditions, and indebtedness covenant compliance are forward-looking statements. When used in this report, forward-looking statements are generally accompanied by terms or phrases such as "estimate," "project," "predict," "believe," "expect," "anticipate," "target," "plan," "intend," "seek," "goal," "will," "should," "may" or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about, actual or potential future sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.

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legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our company's operations, products, services and prices.

We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. You should consider carefully the "Risk Factors" and other sections of this report, which describe factors that could cause our actual results to differ from those set forth in the forward-looking statements. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the United States Securities and Exchange Commission (the "SEC") which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

BUSINESS

We were incorporated in the State of Nevada on May 6, 2009. On June 19, 2014, we changed the focus of our business when we acquired all of the ownership interests in certain IP Assets from Mary Spio. The IP Assets are to be used for developing a method and apparatus for facilitating social contact in a network of users.

In connection therewith, we changed our business to an entertainment technology company that provides easy and convenient tools for people to connect through shared experiences, events and activities.

Soon we will be launching Ceek – a blended entertainment platform for finding real and virtual events, escapes and activities and others to share it with.

CEEK is ushering in a new era in entertainment and social interactivity, augmented reality and social media with a blend of live virtual and actual event offerings. The aim is to create the communal experience of attending live or virtual events, movies, sporting events or taking travel escapes with people from anywhere at any time.

We have nominal revenues, have achieved losses since inception, have limited operations, have been issued a going concern opinion by our auditors and currently rely upon the sale of our securities to fund operations.

Title to Properties

We do not own any property other than the IP Assets.

Partners

The company is the Virtual Reality industry's critical strategy partner in adapting to today's market forces and pushing new technologies for widespread adoption and performance; and an untapped vehicle for marketers to effectively reach their target audience.

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The company offers technology and content solutions to reach and engage millions of the "perfect customers". It was born out of the effective capture of consumers, by creating engaging content and enabling technologies for the convergence of lifestyle resources and branded entertainment. It creates a dynamic that instills an emotional desire to want to experience products and services by designing fully functional user-friendly and visually appealing customer experiences to attract the target demographic and deliver world-class community functionality.

Market

·	The global marketplace is the general marketplace

·	The ability to recognize and capitalize on trends before others see them for competitive advantage.

·	Augmented and Virtual Reality is ushering in a new era of mass media consumption and changing the way we will communicate in the future.

We are currently developing CEEK – a cross platform social application for accessing VR and AR enabled content on mobile devices and personal computers. We are aiming to become a major industry partner in driving growth of entertainment, virtual tourism and retail experiences in the consumer virtual reality market.

Competition

The market we will be entering is one without definite competition boundaries. We will be competing with consoles, mobile and internet platforms that offer video content such as movies, concerts, TV shows, including iConcerts, Netflix, Hulu, Vevo.

The following are the major barriers to our market that allow us an advantage over our competitors:

1.	Existing Content – Software for re-purposing to VR format;

2.	Format – Software and hardware for encoding and indexing existing content to VR format;

3.	Input Device & Abstraction – Cross-Platform Software to play VR Content with Mobile and PC; and,

4.	Original Content – once users experience content with platform, it becomes difficult to watch same content any other way.

Regulation

Our services and technologies are subject to federal, state, provincial and local laws and regulations concerning business activities in general.

Our operations will be affected from time to time in varying degrees by domestic and foreign political developments, federal and state laws.

Company's Office

Our offices are located at 1680 Michigan Ave., Suite 700, Miami Beach, FL 33139. Our telephone number is 877-407-9797. We use approximately 2,000 square feet of space for our office.

Employees

We are a development stage company and currently have two full-time employees.

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RISK FACTORS

1.	Our auditors have issued a going concern opinion meaning there is substantial uncertainty whether we will continue operations.

Our auditors have issued a going concern opinion in their report dated August 26, 2013. This means that, as of the time of the opinion, there was substantial doubt that we could continue as an ongoing business for the next twelve months. We had no revenue for the year ended May 31, 2013. Further, we posted net loss of $720,016 for the year ended May 31, 2013. These factors among others raise substantial doubt about the Company's ability to continue as a going concern. Management's plans for our continued existence include selling additional stock and borrowing additional funds to pay overhead expenses. Our future success is dependent upon our ability to achieve profitable operations, generate cash from operating activities and obtain additional financing. There is no assurance that we will be able to generate sufficient cash from operations, sell additional shares of common stock or borrow additional funds. Our inability to obtain additional cash could have a material adverse effect on our financial position, results of operations and its ability to continue in existence. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

2.	We lack an operating history and have losses which we expect not to continue into the future. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we will cease operations and you will lose your investment.

We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since beginning of development stage is $2,395,647. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

·	our ability to locate customers who will buy our products

·	our ability to generate revenues

Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and generating small revenues. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

3.	We have limited clients or customers and we cannot guarantee we will ever have any more. Even if we obtain more client and customers, there is no assurance that we will make a profit.

We have identified clients and we cannot guarantee we ever will have any more clients or customers. Even if we obtain more clients and customers for our products, there is no guarantee that we will make a profit. If we don't make a profit, we will go out of business.

4. Because we are small and do not have much capital, we must limit our operations.

Because we are small and do not have much capital, we must limit our operations. Because we may have to limit our operations, we may not generate sufficient revenues to make a profit. If we do not make a profit, we may have to suspend or cease operations.

5.	Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue operations in which case you could lose your investment.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such we may have to cease operations and you could lose your investment. Further, we have not considered and will not consider any activity beyond our current exploration program until we have completed our exploration program.

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6.	Because we may still not have sufficient capital to complete our operation we may have to sell additional securities and raise additional capital which could dilute your investment.

We may not have the capital to complete our exploration. As a result, we may have to raise additional capital to maintain operations. There is no assurance that we will be able to secure enough capital to maintain operations and, if we cannot raise the capital needed, we may have to suspend operations.

7.	We are highly dependent on our executive management and few employees. Should we lose executive management due to death, disability, and retirement or otherwise, such loss could adversely affect our management and operations.

We rely heavily on our executive management to provide services and for continued business development, including, in particular, our two officers and directors. At the present time, we only have an employment agreement with one of our directors. Our business could be materially adversely affected, if our executive officers and/or managers were to leave us, and if, we were unable to attract and retain qualified replacements.

8. Market and Economic Risks.

Our operations are dependent upon general economic and market conditions. Our technology solutions may be at higher risk for sales decreases in the event of economic downturns. If general economic conditions decline, it could lead to a decline in the demand for virtually all technology solutions and services in every market in which the Company plans to operate.

9.	Because there is an extremely limited public trading market for our common stock, you may not be able to resell your stock.

There is currently an extremely limited public trading market for our common stock, and there may never be a broad public trading market. Therefore, you may not be able to resell your common stock. Our common stock has been listed on the Financial Industry Regulatory Authority's ("FINRA") OTC Bulletin Board ("OTCBB") under the symbol "WILS" and has traded on a limited basis.

10.	Because we will be primarily dependent upon one the technology solutions, our business will not be diversified, and we may not be able to adapt to changing market conditions

Our success depends on our ability to develop technology solutions for our customers. We do not have any other lines of business or other sources of revenue to rely upon if we are unable to sell our products. Our lack of diversification means that we may not be able to adapt to changing market conditions.

11.	Because our officers and directors will own more than 50% of the outstanding, they will be able to elect all of our directors and you may not be able to elect any directors.

Our officers and directors own more than 50% of our outstanding shares of common stock. As a result, they will control us.

12. Need for substantial additional capital.

We are in need of substantial additional capital, without which our ability to continue as a going concern will be jeopardized. In order to fund our ongoing, day-to-day operations, we will continue to require significant amounts of additional capital, and the failure to obtain such additional capital will materially adversely affect our operations. In order to fully implement our plan of operation, it will be necessary to raise at least an additional $500,000. There is no assurance that we will be successful in raising additional capital. If we raise additional capital through the sale of common stock, you could experience dilution. If we are unsuccessful in raising such additional capital, you could lose your entire investment.

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13. FINRA sales practice requirements may limit a stockholder's ability to buy and sell our stock.

The Financial Industry Regulation Authority (FINRA) has adopted rules that apply to broker/dealers in recommending an investment to a customer. The broker/dealers must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker/dealers must obtain information about a customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative, low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker/dealers to recommend our common stock to their customers, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many broker/dealers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers may be willing to make a market in our common stock, reducing our stockholder's ability to resell shares of our common stock.

14. Our future sales of our common shares could cause our stock price to decline.

Sales by us of our common shares in the public market, or the perception that sales may occur, could cause the trading price of our stock to decrease or to be lower than it might be in the absence of those sales or perceptions.

15.	The market price of our common stock may be volatile, which could adversely affect the value of your investment in our common stock.

The trading price of our common stock may be highly volatile and could be subject to wide fluctuations in response to various factors. Some of the factors that may cause the market price of our common stock to fluctuate include:

·	fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

·	changes in estimates of our financial results or recommendations by securities analysts;

·	failure of any of our products to achieve or maintain market acceptance;

·	changes in market valuations of similar companies;

·	significant products, contracts, acquisitions or strategic alliances of our competitors;

·	Success of competing products or services;

·	changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

·	regulatory developments;

·	litigation involving our company, our general industry or both;

·	additions or departures of key personnel;

·	investors' general perception of us; and,

·	changes in general economic, industry and market conditions.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Forward-looking Statements

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Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our company's control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: general economic or industry conditions, nationally and/or in the communities in which our company conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our company's operations, products, services and prices.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and owners of 5% or more of our total outstanding shares immediately prior to the acquisition of the IP Assets. The stockholders listed below had direct ownership of his shares and possess voting and dispositive power with respect thereto. Immediately prior the acquisition of the IP Assets, there was 66,146,442 shares of common stock outstanding.

Name of		Number of	Percentage of
Beneficial Owner	Position	Shares	Ownership

Michel St-Pierre	President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and sole member of the Board of Directors	31,650,000	47.85%

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All officers and directors as a group
(1 individual)		31,650,000	47.85%

The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares immediately after the acquisition of the IP Assets. The stockholders listed below have direct ownership of their shares and possess voting and dispositive power with respect thereto. Immediately after the IP Asset Purchase Agreement, there were 105,000,000 shares of common stock outstanding.

Name of		Number of	Percentage of
Beneficial Owner (1)	Position	Shares	Ownership

Mary Spio	Principal Executive Officer and Director	50,000,000	47.62%

Michel St-Pierre	Principal Financial Officer, Principal Accounting Officer and Treasurer	4,497,591	4.28%

All officers and directors as a group
(2 individuals)		54,497,591	51.90%

(1)	The address for each officer/director is our address at 1680 Michigan Ave., Suite 700, Miami Beach, FL 33139.

Future potential sales

We currently have 105,000,000 shares of common stock outstanding, 500,000,000 shares of common stock authorized for issuance, and 395,000,000 shares of common stock available for issuance. Currently, we have no plans to issue additional shares of common stock.

DIRECTORS AND EXECUTIVE OFFICERS

Officers and Directors

Our two directors will serve until his successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serves until their successor is duly elected and qualified, or until they are removed from office. The board of directors has no nominating committee. It does have an audit committee, a disclosure committee, and a compensation committee.

The names, ages and positions of our present officers and director are set forth below:

Name and Address	Age	Position(s)

Mary Spio	45	President, Principal Executive Officer and a Director

Michel St-Pierre	52	Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and a Director

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Background of officers and directors

Mary Spio – President, Chief Executive Officer and Director

Michel St-Pierre – Chief Financial Officer and Director

Mr. St-Pierre has been our principal accounting officer, principal financial officer, secretary, treasurer and a member of our board of directors from our inception on May 6, 2009. From May 6, 2006 to June 19, 2014, he was also our president and principal executive officer. Mr. St-Pierre is a registered chartered accountant in Quebec, Canada. Before working for the Company, Mr. St-Pierre has served as an officer of the Ecolocap Solutions Inc., since July 2006. Mr. St-Pierre has served as Chief Financial Officer of a public shell company, Tiger Renewable Energy Limited (formerly known as Tiger Ethanol International Inc. and Arch Management) since January 2007 and held positions as the Finance Director (comparable to Corporate Treasurer) at SPB Canada Inc. from 2004-2006.

Conflicts of Interest

We believe that our current officers and directors will not be subject to conflicts of interest. No policy has been implemented or will be implemented to address conflicts of interest.

Audit Committee Financial Expert

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we are only beginning our commercial operations, at the present time, we believe the services of a financial expert are not warranted.

Involvement in Certain Legal Proceedings

During the past ten years, Ms. Spio and Mr. St-Pierre have not been the subject of the following events:

1.	A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2.	Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.	The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;

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	i)	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

	ii)	Engaging in any type of business practice; or

	iii)	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4.	The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;

5.	Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6.	Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7.	Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

	i)	Any Federal or State securities or commodities law or regulation; or

	ii)	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

	iii)	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8.	Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Audit Committee and Charter

We have a separately-designated audit committee of the board. Audit committee functions are performed by our board of directors. None of our directors are deemed independent. All directors also hold positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. A copy of the audit committee charter is filed as Exhibit 99.2 to our Form 10-K on August 29, 2013.

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Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics is filed as Exhibit 14.1 to our Form 10-K on August 29, 2013.

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports. A copy of the disclosure committee charter is filed as Exhibit 99.3 to our Form 10-K on August 29, 2013.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% stockholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file. Based on our review of the copies of such forms received by us, or written representations that no other reports were required, and to the best of our knowledge, we believe that all of our officers, directors, and owners of 10% or more of our common stock filed all required Forms 3, 4, and 5. Ms. Spio will be filing her Form 3 within the next 10 business days.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by us for the last two years ended May 31, 2013 and 2012, to our officers. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named executive officers.

Executive Compensation

						Non- Equity	Nonqualified
						Incentive	Deferred	All
				Stock	Option	Plan	Compensation	Other
Name and		Salary	Bonus	Awards	Awards	Compensation	Earnings	Compensation	Total
Principal Position	Year	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Mary Spio	2013	0	0	0	0	0	0	0	0
President and Chief	2012	0	0	0	0	0	0	0	0
Executive Officer	2011	0	0	0	0	0	0	0	0

Michel St-Pierre	2013	96,000	0	0	0	0	0	0	96,000
Chief Financial Officer,	2012	96,000	0	0	0	0	0	0	96,000
Secretary and Treasurer	2011	57,000	0	0	0	0	0	0	57,000

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The following table sets forth the compensation paid by us to our directors for the year ending May 31, 2013. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named director.

Director Compensation Table

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
					Change in Pension
					Value and
					Nonqualified
	Fees Earned			Non-Equity	Deferred
	or	Stock	Option	Incentive Plan	Compensation	All Other
	Paid in Cash	Awards	Awards	Compensation	Earnings	Compensation	Total
Name	($)	($)	($)	($)	($)	($)	($)

Mary Spio	0	0	0	0	0	0	0

Michel St-Pierre	0	0	0	0	0	0	0

All compensation received by our officers and directors has been disclosed.

There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance at this time.

Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against policy, as expressed in the Act and is, therefore, unenforceable.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In June 2014, we issued 50,000,000 restricted shares of common stock to Mary Spio, our president, in consideration of the IP Assets.

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DESCRIPTION OF SECURITIES

Common Stock

Our authorized capital stock consists of 500,000,000 shares of common stock, par value $0.00001 per share. The holders of our common stock:

·	have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;

·	are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

·	do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

·	are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

All shares of common stock now outstanding are fully paid for and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.

Non-cumulative voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Cash dividends

As of the date of this report, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Preferred Stock

We are authorized to issue 100,000,000 shares of preferred stock with a par value of $0.00001 per share. The terms of the preferred shares are at the discretion of the board of directors. Currently no preferred shares are issued and outstanding.

Anti-takeover provisions

There are no Nevada anti-takeover provisions that may have the affect of delaying or preventing a change in control.

Reports

We are not required to furnish you with an annual report. We are required to file reports with the SEC under section 13 of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any materials we file with the SEC at the SEC's Public

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Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov.

Stock transfer agent

Our stock transfer agent for our securities is Pacific Stock Transfer Company, 4045 South Spencer Street, Suite 403, Las Vegas, Nevada 89119. Its telephone number is (702) 361-3033.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our shares of common stock are traded on the OTCBB operated by the Financial Industry Regulatory Authority (FINRA) under the symbol "WILS". The shares trading of our common stock began on July 6, 2010.

There are no outstanding options or warrants to purchase, or securities convertible into, our common stock.

Fiscal Year – 2013		High Bid	Low Bid
	Fourth Quarter: 3/1/14 to 5/31/14	$0.110	$0.006
	Third Quarter: 12/1/13 to 2/28/14	$0.006	$0.001
	Second Quarter: 9/1/13 to 11/30/13	$0.016	$0.002
	First Quarter: 6/1/13 to 8/30/13	$0.030	$0.015

Fiscal Year – 2012		High Bid	Low Bid
	Fourth Quarter: 3/1/13 to 5/31/13	$0.10	$0.01
	Third Quarter: 12/1/12 to 2/28/13	$0.11	$0.01
	Second Quarter: 9/1/12 to 11/30/12	$0.15	$0.02
	First Quarter: 6/1/12 to 8/30/12	$0.45	$0.10

Holders

On June 19, 2014, we had 42 shareholders of record of our common stock.

Dividend Policy

We have never paid cash dividends on our capital stock. We currently intend to retain any profits we earn to finance the growth and development of our business. We do not anticipate paying any cash dividends in the foreseeable future.

Section 15(g) of the Securities Exchange Act of 1934

Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

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Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as bid and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealer's duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Securities authorized for issuance under equity compensation plans

We have no equity compensation plans and accordingly we have no shares authorized for issuance under an equity compensation plan.

LEGAL PROCEEDINGS

We are not a party to any pending litigation and none is contemplated.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 8-K. Paritz & Company, PA, Hakensack, New Jersey audited our financial statements for the years ended May 31, 2013 and 2012.

RECENT SALES OF UNREGISTERED SECURITIES

Since inception, the Registrant has sold the following securities that were not registered under the Securities Act of 1933, as follows:

·	In June 2014, we issued 50,000,000 restricted shares of common stock to Mary Spio in exchange for the IP Assets. The foregoing shares were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act").

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) FINANCIAL STATEMENTS

Financial Statements of Acquired Business

(4) The financial statements required by this report may be filed not later than 71 calendar days after the date the initial report on Form 8-K is due at the SEC. Accordingly, the financial statements are not included with this report, but will be filed by an amendment to this Form 8-K within 71 days from June 25, 2014.

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(b) EXHIBITS

EXHIBIT INDEX

The following documents are included herein:

Exhibit		Incorporated by reference			Filed
Number	Document Description	Form	Date	Number	herewith

10.1	IP Asset Purchase Agreement with Mary Spio	8-K	06/24/14	10.1	X

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SIGNATURES

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

Dated this 27^th day of June, 2014.

	WILESS CONTROLS INC.

	BY:	MICHEL ST-PIERRE
		Michel St-Pierre
		Principal Financial Officer

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EXHIBIT INDEX

Exhibit		Incorporated by reference			Filed
Number	Document Description	Form	Date	Number	herewith

10.1	IP Asset Purchase Agreement with Mary Spio	8-K	06/24/14	10.1	X

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Exhibit 10.1

IP ASSET PURCHASE AND SALE AGREEMENT

This IP ASSET PURCHASE AGREEMENT (this "Agreement") is made as of June 19, 2014 (the "Effective Date"), by and among Wiless Controls Inc. a Nevada corporation (the "Purchaser"), and MARY SPIO, an individual residing at 1680 Michigan Ave Suite 700, Miami Beach FL 33139 ("Seller"). The Purchaser and Seller are collectively referred to herein as "Parties" or individually as "Party."

WITNESSETH

WHEREAS, the Seller owns certain worldwide rights in and to the IP Assets (as defined below);

WHERAS, the Purchaser desires to purchase the Seller's right, title and interest in and to the IP Assets and the Seller is willing to sell its right, title and interest in and to the IP Assets in exchange for the Purchase Price;

NOW, THEREFORE, in consideration of the premise and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each of the Parties hereto, the Parties agree as follows:

ARTICLE I.

DEFINITIONS

1.1 "Intellectual Property" means all intellectual property and other proprietary rights and information of the Seller, including but not limited to all patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice); all trademarks, service marks, trade dress, trade names and corporate name including, without limitation, all registered and unregistered statutory and common law copyrights; all registrations, applications and renewals for any of the foregoing; all trade secrets, confidential information, ideas, formulae, compositions, know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, improvements, proposals, technical and computer data, documentation and software, financial, business and marketing plans; cost and pricing information, all supplier lists and related information; all domain names and web sites; sales data and plans; all customer accounts, lists, files, programs, plans, data and related information. The foregoing shall include, but not be limited to, all of the Seller's intellectual property and other proprietary rights relating to the project identified as Next Galaxy, Tonighter and CEEK and all activities and developments related to it.

1.2 "IP Assets" means all of the Intellectual Property of the Seller as of the Effective Date.

ARTICLE II.

SALE OF IP ASSETS

2.1 Purchase Price. In consideration of the sale of the IP Assets, the Purchaser shall pay to Seller, on the Closing Date, fifty million (50,000,000) restricted common shares of Wiless Controls Inc. (the "Purchase Price") and provide financing for the NGC project as outlined in Memorandum of Understanding previously signed by both parties.

2.2 Purchase of IP Assets. Effective as of the Closing Date, the Seller hereby sells, conveys, transfers, and assigns to the Purchaser the IP Assets, free and clear of all liens and encumbrances, and all of the Seller's right, title and interest in and to the IP Assets (including, but not limited to, any and all rights and claims of the Seller, whether mature, contingent or otherwise, against third parties relating thereto). The Seller will take such action (including, but not limited to, the execution, acknowledgment and delivery of documents) as the Purchaser may reasonably hereafter request to evidence, perfect, effect, vest or confirm the rights, title and interests transferred or agreed to be transferred to the Purchaser under this Agreement.

2.3 Closing. The consummation of the purchase and sale of the IP Assets (the "Closing") shall occur on June____, 2014 (the "Closing Date"), at such time and place as shall be mutually agreed to by the Parties.

2.4 Closing Deliveries. The Closing shall be effected by: (a) the delivery by the Purchaser of the Purchase Price; and (b) the delivery by the Seller of an executed IP Bill of Sale and Asset Assignment Agreement attached hereto as Exhibit A (the "IPAAA").

ARTICLE III.

CONFIDENTIALITY AND NON-COMPETITION

3.1 Confidentiality. Seller and Purchaser mutually shall keep secret and shall not at any time use for their own or any third party's advantage, or reveal to any person, company, organization or any other entity, and shall use their best efforts to prevent the publication or disclosure of, any and all Confidential Information (as defined below). If either breaches his obligation of confidentiality hereunder, each shall be liable to the other for all damages (direct or consequential) incurred as a result of said breach. The restrictions in this Section 3.1 shall not apply to any disclosure or use authorized by the Purchaser or required by law. "Confidential Information" shall mean information relating to the designs, processes, pricing policies, methods, inventions, technology, technical data, financial information and know-how relating to the IP Assets.

3.2 Non-Competition. (a) For a period of three (3) years immediately following the execution of this Agreement (the "Non-compete Period"), Seller will not, directly or indirectly, for himself or any third party, without the prior written consent of Purchaser which Purchase may withhold in its sole and absolute discretion:

(1) engage anywhere in the world or in cyberspace where Purchaser, Wiless Controls Inc. and their respective subsidiaries or affiliates (collectively, the "Wiless Entities") conducts business as an employee, agent, consultant, advisor, independent contractor, proprietor, partner, officer, director, or otherwise of an entity engaged in a competing business purpose (as defined below);

(2) have any ownership interest (except for passive ownership of one percent (1%) or less) in any entity engaged in a competing business purpose whose securities have been registered under the Securities Act of 1933 or Section 12 of the Securities Exchange Act of 1934 or the securities laws of any other jurisdiction of the United States; or

(3) participate in the financing, operation, management, or control of, any firm, partnership, corporation, entity, or business that engages or participates in a "competing business purpose." The term "competing business purpose" shall mean any firm, partnership, corporation, entity, or business that engages or participates in the design, development, manufacturing, production, marketing and/or sale of similar products, technologies, equipment, additives and formulas as of the date of the Agreement.

(4) Seller also acknowledges that the limitations of time, geography and scope of activity agreed to in this non-compete agreement are reasonable because, among other things, (i) the Wiless Entities are engaged in a highly competitive industry, (ii) such party will have access to trade secrets and know-how of the Wiless Entities, (iii) such party will be able to obtain suitable and satisfactory employment without violation of this agreement, and (iv) these limitations are necessary to protect the trade secrets, confidential information and goodwill of the Wiless Entities.

(e) Seller agrees that it would be impossible or inadequate to measure and calculate the Wiless Entities' damages from any breach of the covenants set forth in

this section entitled "Non-compete Agreement." Accordingly, Seller agrees that if it breaches any provision of this section, the Wiless Entities will have available, in addition to any other right or remedy otherwise available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this agreement; provided, however, that the right to apply for an injunction shall not be construed as prohibiting the Wiless Entities from pursuing any other available remedies for such breach or threatened breach. Seller further agrees that no bond or other security shall be required in obtaining such equitable relief, nor will proof of actual damages be required for such equitable relief. Seller hereby expressly consents to the issuance of such injunction and to the ordering of such specific performance.

If the purchaser suspects that there has been a breach, seller will be notified and given the opportunity to remedy the breach before any of the above actions are taken with notice to the seller

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

4.1 Seller's Representations and Warranties. The Seller represents and warrants that: (i) the Seller is duly authorized and has the requisite power and authority to enter into this Agreement and to perform the Seller's obligations hereunder; (ii) the Seller has full right and title to the IP Assets without any encumbrance of lien and the right to sell the IP Assets; (iii) any right or claim that any third party may have had to the IP Assets has previously been transferred to the Seller and no third party retains an interest in any of the IP Assets (iii) the execution, delivery and performance by the Seller of this Agreement will not violate any provision of any applicable law or regulation presently in effect or any provision of its constituent documents or result in a breach of any agreement, obligation or restriction by which the Seller is bound; (iv) this Agreement is a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with the Agreement's terms and conditions; (v) the Seller is not under any obligation to any person, contractual or otherwise, conflicting or inconsistent in any respect with the terms of this Agreement or which would impede the diligent and complete fulfillment of the Seller's obligations hereunder; and (vi) subject only to the completion of any additional actions needed to effect transfer as contemplated in Section 2.2, the Seller will not have any rights in or to the IP Assets after the Closing, with all rights to the IP Assets residing with the Purchaser.

The Seller further represents and warrants as follows:

(a) Except as set forth in Schedule 1, the Seller does not own any patents, trade or service marks or copyrights which have been registered with the United States Patent and Trademark Office or any similar agency or governmental unit of any other country and the Seller has not made any applications for any patent or to so register any trade name, trade or service mark or copyright. Schedules 1 contain a complete and correct list of all unregistered trademarks, service marks, trade names, domain names, websites and software (other than "off-the-shelf" commercial software), which are owned or licensed by the Seller as of the Effective Date, including all licenses and other rights granted from or to any third party with

respect to any Intellectual Property relating to the Next Galaxy project.

(c) Except as set forth in Schedule 2, (i) the Seller owns and possesses all right, title and interest in and to, or has a valid license to use, all of the Intellectual Property and proprietary rights and information necessary for the operation of Seller's business as presently conducted ("Necessary Intellectual Property"); and (ii) no claim by any third party contesting the validity, enforceability, use or ownership of any Necessary Intellectual Property has been asserted against the Seller or is threatened, and there is no reasonable basis for any such claim.

(d) Except as set forth on Schedule 2, the Seller has not received any notices of, nor is there any reasonable basis for, an allegation of any infringement or misappropriation by, any third party with respect to any Necessary Intellectual Property, nor has the Seller received any claims of infringement or misappropriation of any intellectual property of any third party.

(e) The Seller has not infringed, misappropriated or otherwise violated any intellectual property of any third parties and no other person is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, the Necessary Intellectual Property. The Seller has not granted any exclusive right with respect to any Necessary Intellectual Property in Next Galaxy.

(f) All Necessary Intellectual Property owned by the Seller was created by Seller, employees of the Seller within the scope of their employment, or by third parties who have assigned all of their rights in such Necessary Intellectual Property to the Seller (or to others who in turn assigned their rights to the Seller) pursuant to written agreements.

4.2 Purchaser Representations and Warranties. Purchaser represents and warrants that: (i) the Purchaser is duly authorized and has the requisite power and authority to enter into this Agreement and to perform their respective obligations hereunder; (ii) the execution, delivery and performance by the Purchaser of this Agreement will not violate any provision of any applicable law or regulation presently in effect or any provision of the Purchaser's constituent documents or result in a breach of any agreement, obligation or restriction by which the Purchaser is bound; (iv) this Agreement is a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with the Agreement's terms and conditions; (v) the Purchaser is not under any obligation to any person, contractual or otherwise, conflicting or inconsistent in any respect with the terms of this Agreement or which would impede the diligent and complete fulfillment of the Purchaser's obligations under this Agreement; and (vi) the IP Assets purchased by the Purchaser hereunder are purchased on a "Worldwide Exclusive Rights" basis with the Seller losing all rights to the IP Assets across the world as of the Effective Date, subject only to the completion of any additional actions needed to effect transfer as contemplated in Section 2.2.

ARTICLE V.

TAXES & INSURANCE.

5.1 Responsibility. Each Party shall be responsible to pay all applicable taxes, levies, duties in connection with the Party's respective benefits and obligations under this Agreement with the Purchaser bearing all taxes arising after the Closing Date and the Seller bearing all taxes

arising on or prior to the Closing Date.

ARTICLE VI.

TERMINATION

6.1 Termination. This Agreement may be terminated at any time prior to the Closing by the mutual written agreement of the Seller and the Purchaser.

6.2 Effect of Termination. If this Agreement is terminated pursuant to Section 6.1, this Agreement shall become null and void, and all rights and obligations of the Parties hereunder shall terminate without any liability of any party to any other party, except for a breach of this Agreement; provided, however, the provisions contained in Article XI shall survive termination of this Agreement. Notwithstanding any other provision in this Agreement to the contrary, the Seller, on the one hand, and the Purchaser, on the other hand, as the case may be, may seek such remedies, including damages and fees of attorneys, against the other with respect to any such breach as are provided in this Agreement or as are otherwise available at law or in equity.

ARTICLE VII.

INDEMNIFICATION

7.1 Survival of Representations and Warranties. All representations, warranties, covenants and agreements made in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing for five years. Not very sure about this

7.2 Indemnification by Seller. Seller shall indemnify and hold harmless Purchaser and its respective officers, directors, agents, employees and affiliates from any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of any breach or inaccuracy by Seller of any representation, warranty, covenant or agreement set forth in this Agreement or in any instrument delivered pursuant to this Agreement.

7.3 Indemnification by Purchaser. Purchaser shall indemnify and hold harmless Seller and its officers, directors, agents, employees and affiliates from any and all demands, claims, actions, suits, proceedings, assessments, judgments, costs, losses, damages, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of any breach or inaccuracy by Buyer of any of its representations, warranties, covenants or agreements set forth in this Agreement or in any instrument delivered pursuant to this Agreement.

7.4 Indemnification Procedures. Any party entitled to receive indemnification under this Article 7 (the "Indemnified Party") shall promptly notify the other party or parties required to provide such indemnification (the "Indemnifying Party"). Such notice shall describe the matters involved in reasonable detail, and the Indemnifying Party shall be entitled to assume the defense thereof upon written notice to the Indemnified Party with counsel reasonably satisfactory to the Indemnified Party; provided, that once the defense thereof is assumed by

the Indemnifying Party, the Indemnifying Party shall keep the Indemnified Party advised of all developments in the defense thereof and any related litigation, and the Indemnified Party shall be entitled at all times to participate in the defense thereof at its own expense. If the Indemnifying Party fails to notify the Indemnified Party of its election to defend or contest its obligation to indemnify under this Article 7, the Indemnified Party may pay, compromise, or defend such a claim without prejudice to any right it may have hereunder.

ARTICLE VIII.

NOTICES

Any notices, consents or other communications required or permitted to be sent or given hereunder by any of the Parties shall in every case be in writing and shall be deemed properly served if (a) delivered personally, (b) sent by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested, (c) delivered by a recognized overnight courier service, or (d) sent by facsimile transmission to the Parties at the addresses, if any, as set forth below or at such other addresses as may be furnished in writing. Until a Party receives written notice in the manner herein prescribed to the contrary from the other Party, notices shall be sent to the address specified under the name of each Party on the signature page of this Agreement. Date of service of such notice shall be (w) the date such notice is personally delivered, (x) three (3) business days after the date of mailing if sent by certified or registered mail, (y) one (1) business day after date of delivery to the overnight courier if sent by overnight courier or (z) the next succeeding business day after transmission by facsimile (provided a confirmation of delivery is emitted by such machine upon transmission).

ARTICLE IX.

ASSIGNMENT

This Agreement shall inure to the benefit of, and be binding upon, each Party's respective assigns and successors. This Agreement may not be assigned by any Party without the prior written consent of the other Party.

ARTICLE X.

GOVERNING LAW, VENUE AND WAIVER OF JURY TRIAL

10.1 This Agreement, and all questions concerning the construction, validity, interpretation and performance of this Agreement, shall be construed and enforced in accordance with the internal laws of the State of Nevada. The Parties hereby submit to the non-exclusive jurisdiction of any state or federal court located in the State of Nevada over any dispute arising out of or relating to this Agreement or any of the transactions contemplated hereby, and further agree that venue for all such matters shall lie non-exclusively in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have (including, but not limited to, any claim of forum non convenient) to venue in the courts located in the State of Nevada. Each of the

Parties agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

10.2 Each of the Parties hereto hereby irrevocably waives any and all right to trial by jury of any claim or cause of action in any legal proceeding arising out of or related to this Agreement or the transactions or events contemplated hereby or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any Party hereto. The Parties hereto each agree that any and all such claims and causes of action shall be tried by the court without a jury. Each of the Parties hereto further waives any right to seek to consolidate any such legal proceeding in which a jury trial has been waived with any other legal proceeding in which a jury trial cannot or has not been waived.

ARTICLE XI.

SEVERABILITY, WAIVER, PARTS, ENTIRE AGREEMENT, AMENDMENT,
FORCE MAJEURE, RELATIONSHIP OF PARTIES, NO THIRD-PARTY
BENEFICIARIES, SPECIFIC PERFORMANCE

11.1 If a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable, the provisions of this Agreement shall be separable and such invalid or unenforceable term(s) shall be ineffective in the affected jurisdictions to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement. The remaining provisions of this Agreement and the invalidated provisions in other non-affected jurisdictions shall remain in full force and effect until the Agreement terminates or expires.

11.2 The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that particular provision or any other provision of the Agreement. Failure by any Party at any time to enforce any of the provisions of this Agreement shall not affect or impair such provisions in any way, or the right of any Party at any time to avail itself of any remedies it may have for breach of such provisions pursuant to this Agreement, either in equity or in law.

11.3 This Agreement may be executed in multiple physical or facsimile counterparts, which together shall form a single agreement as if all Parties had executed the same document.

11.4 This Agreement constitutes the entire understanding between the Parties with respect to the transaction contemplated by this Agreement, and supersedes all previous undertakings, agreements, and understandings, whether oral or written, between the Parties hereto. No modification, amendment or alteration of this Agreement shall be effective unless agreed to in a writing signed by each of the Parties.

11.5 The Parties hereto acknowledge that irreparable damage would result if this Agreement was not specifically enforced, and they therefore consent that the rights and obligations of the Parties hereto under this Agreement may be enforced by a decree of specific performance issued by a court of competent jurisdiction. Such remedy shall, however, not be exclusive and shall be in addition to any other remedies which any Party may have under this Agreement or otherwise.

IN WITNESS WHEREOF, the undersigned duly authorized representatives of the Parties hereto have executed this Agreement as of the day and year first written above.

		PURCHASER:

Address for Notice:		Wiless Controls Inc. a Nevada corporation


		MICHEL ST-PIERRE
		Michel St-Pierre, CEO


		SELLER:

Address for Notice:		MARY SPIO
		Mary Spio

		1680 Michigan Ave Ste 700, Miami
		Beach FL 33139

SCHEDULE 1

Patent #1

Reference: G&C 259.3-US-P1
U.S. Provisional Patent Application Serial No. 62/009,091 for:
WATERMARKING OF BIOMETRICALLY AUTHENTICATED SUBJECTS
FOR SOCIAL NETWORKS
Inventor(s): Mary A. Spio

CEEK Intellectual Property developed by Mary Spio

CEEK is a social entertainment platform that allows users to explore and enjoy live events, virtual events and virtual reality and augmented reality enabled content with others. The CEEK social entertainment Platform (VR/AR/Realife) is being built using several industry leading technologies.

Yii – A mature framework for building custom web applications. Yii has tools built in to help us talk to Facebook and interact with 3rd party API's. Additionally it provides tools to extend our API for mobile applications. Yii is a Model-View-Controller framework that is along the lines of Ruby on Rails.

MongoDB A database engine, referred to as a "NoSQL" or Document Store engine. This allows us to be more agile with delivering features and high levels of performance. Works hand- in-hand with Yii to make many tasks easier, such as geolocation.

SCHEDULE 2

None

EXHIBIT A

IP ASSETS BILL OF SALE

IP BILL OF SALE AND ASSET ASSIGNMENT AGREEMENT

This IP BILL OF SALE AND ASSET ASSIGNMENT AGREEMENT (this "Agreement") is made as of June ___, 2014 (the "Effective Date"), by and among Wiless Controls Inc., a corporation organized under the laws of the State of Nevada (the "Purchaser"), and Mary Spio (the "Seller"), an individual residing at 1680 Michigan Ave Suite 700, Miami Beach FL 33139. The Purchaser and Seller are collectively referred to herein as "Parties" or individually as "Party."

This Agreement shall be effective as of the Effective Date. All capitalized words and terms used in this Agreement and not defined herein shall have the respective meanings ascribed to them in the IP Asset Purchase Agreement dated June __, 2014 between the Purchaser and Seller (the "Asset Purchase Agreement").

BACKGROUND

WHEREAS, the Parties have entered into the Asset Purchase Agreement, under which Seller has agreed to sell, convey, assign, transfer and deliver the IP Assets to Purchaser or its assigns.

NOW THEREFORE, in consideration of the mutual promises and covenants – the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

AGREEMENT

Sale. Seller does hereby irrevocably sell, convey, assign, transfer and deliver to Purchaser, and Purchaser does hereby purchase, acquire and accept from Seller, all of Seller's right, title and interest in and to the IP Assets, including, without limitation, good will, all rights and causes of action for infringement or misappropriation (past, present or future) of any such intellectual property, all rights to apply for or register any of the foregoing, and any and all other rights and interests arising out of, in connection with or in relation to the IP Assets.

Representations. All representations, warranties, agreements and indemnities of Seller with respect to the IP Assets set forth in the Asset Purchase Agreement will continue in effect as provided therein and will not be deemed to be amended, modified, terminated or superseded by or merged with this Agreement.

3. Miscellaneous Provisions.

3.1 Amendments; Waiver. The terms, provisions and conditions of this Agreement may be amended only by agreement in writing of all parties. No waiver of any provision nor consent to any exception to the terms of this Agreement or any agreement contemplated

hereby will be effective unless in writing and signed by the party to be bound and then only to the specific purpose, extent and instance so provided.

3.2 Further Assurances. Each party will execute and deliver, both before and after the Closing Date, such further certificates, agreements and other documents and take such other actions as the other party may reasonably request or as may be necessary or appropriate to consummate or implement or to more effectively transfer the IP Assets, or to evidence such events or matters.

3.3 Assignment. Neither this Agreement nor any rights or obligations under it are assignable by the Seller without the prior written consent of the other parties.

3.4 Descriptive Headings. The descriptive headings of the sections and subsections of this Agreement are for convenience only and do not constitute a part of this Agreement.

3.5 Counterparts. This Agreement and any amendment hereto or any other agreement delivered pursuant hereto may be executed in one or more counterparts and by different parties in separate counterparts. All counterparts will constitute one and the same agreement and will become effective when one or more counterparts have been signed by each party and delivered to the other party. A facsimile signature page will be deemed an original.

3.6 Governing Law. This Agreement and the legal relations between the parties will be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts made and performed in such State and without regard to conflicts of law doctrines unless certain matters are preempted by federal law.

3.7 Waiver. No failure on the part of any party to exercise or delay in exercising any right hereunder will be deemed a waiver thereof, nor will any single or partial exercise preclude any further or other exercise of such or any other right.

3.8 Representation By Counsel; Interpretation. The parties each acknowledge that each has been represented by counsel in connection with this Agreement and the transactions contemplated by the Asset Purchase Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived. The provisions of this Agreement will be interpreted in a reasonable manner to effect the intent of the parties hereto.

3.9 Severability. If any provision of this Agreement is held to be unenforceable for any reason, it will be adjusted rather than voided, if possible, to achieve the intent of the parties. All other provisions of this Agreement will be deemed valid and enforceable to the extent possible.

3.10 Appointment. In the event that Purchaser is unable, after reasonable notice to Seller (and passage of at least five business days from the date such notice is delivered), for

any reason whatsoever, to secure Seller's signature to any document that is reasonably necessary to vest, secure, perfect, protect or enforce the rights and interests of Purchaser in and to the intellectual property, Seller hereby irrevocably designates and appoints Purchaser and its duly authorized officers and agents as Seller's agents and attorneys-in-fact, to act for and on its behalf and instead of Seller, to execute and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section with the same legal force and effect as if executed by Seller.

[signature page to follow]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.

		Wiless Controls Inc.


		MICHEL ST-PIERRE
		By: Michel St-Pierre
		Title: Pres and CEO




		Mary Spio


		MARY SPIO

STATE of ________________

COUNTY OF

I, , a Notary Public, do hereby certify that on this ____ day of June ______, 2014, personally appeared before me _____________________________________________________________, known to me to be the person whose name is subscribed to the foregoing instrument, and swore and acknowledged to me that he executed the same for the purpose and in the capacity therein expressed, and that the statements contained therein are true and correct.

________________________________________

My Commission Expires:

STATE OF Florida

COUNTY OF Miami Dade

I, Dailanys Caveda , a Notary Public, do hereby certify that on this 20 day of June , 2014, personally appeared before me Mary Spio , known to me to be the person whose name is subscribed to the foregoing instrument, and swore and acknowledged to me that he executed the same for the purpose and in the capacity therein expressed, and that the statements contained therein are true and correct.

DAILANYS CAVEDA
	[NOTARY STAMP]
My Commission Expires: 11-15-15

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