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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
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, 2012
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 000-54724
WHOOPASS POKER CORPORATION
(Exact name of registrant as specified in its charter)
WHIFFLETREE ACQUISITION CORPORATION
(Former Name of Registrant as Specified in its Charter)
Delaware 00-0000000
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1472 North San Antonio Avenue
Upland, California 91786
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 909-297-0479
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value per share
(Title of class)
This amendment replaces the earlier Form 10-K filed in error prior to
the review by the Company's auditors.
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act
[ ] Yes [ X ] No
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 [ X ] No
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.
[ X ] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (Section 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the reistrant was required to submit
and post such files).
[ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 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.
[ X ] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated
filer", "accelerated filer", "non-accelerated filer", and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ X ]
(do not check if smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
[ X ] Yes [ ] No
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.
$ 0
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.
Class Outstanding at
April 1, 2013
Common Stock, par value $0.0001 1,250,000
Documents incorporated by reference: None
PART I
Item 1. Business
Whoopass Poker Corporation (formerly Whiffletree Acquisition Corporation)
("Whoopass" or the "Company") was incorporated on April 23, 2012 under the
laws of the State of Delaware to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers and acquisitions. The Company
has been in the developmental stage since inception. In addition to a change
in control of its management and shareholders, the Company's operations to
date have been limited to issuing shares and filing a registration statement
on Form 10 pursuant to the Securities Exchange Act of 1934. The Company was
formed to provide a method for a foreign or domestic private company to
become a reporting company with a class of securities registered under the
Securities Exchange Act of 1934.
On May 30, 2012, the Company registered its common stock on a
Form 10 registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof which became
automatically effective 60 days thereafter.
The Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K.
Change in Control:
On November 1, 2012, the following events occurred which resulted in
a change of control of the Company:
The Company redeemed an aggregate of 19,750,000 of the then
20,000,000 shares of outstanding stock at a redemption price of
$.0001 per share for an aggregate redemption price of $1,975.
James Cassidy and James McKillop, both directors of the Company
and the then president and vice president, respectively, resigned such
directorships and all offices of the Company. Messrs. Cassidy
and McKillop each beneficially retain 125,000 shares of the Company's
common stock.
Donald W. Hohman Sr. was named as the sole director of the Company
and appointed its President and Treasurer. Joanne Jenio was appointed
Secretary of the Company.
On November 2, 2012, the COmpany issued 1,000,000 shares of its
common stock at par representing 80% of the then total outstanding
1,250,000 shares of common stock.
The Company has no employees and only one director who also serves as
the Company's chief executive officer.
The Company has entered into an agreement with Tiber Creek
Corporation of which the former president of the Company is the president
and controlling shareholder. Tiber Creek Corporation assists companies to
become public reporting companies and for the preparation and filing of a
registration statement pursuant to the Securities Act of 1933, and the
introduction to brokers and market makers.
CURRENT ACTIVITIES
The Company has not entered into any definitive or binding agreements
and there are no assurances that such transactions will occur, it is
actively pursuing the following avenues of development:
The Company anticipates that it will enter into a business combination
with a private company that has developed and promoted two new internet and
casino appropriate poker-related games. The private company has developed
the games and promoted them at various gaming shows in the United States
and Costa Rica. The company anticipates marketing the games for live play
at casinos as well as internet play. The company has developed an accessory
and clothing line related to the games as well as a strategy guide. The
company anticipates developing an international site for live play as well
as a United States site for free play. These sites will also promote sales
of the accessories and clothing lines.
The Company currently anticipates that the business combination
would take the form of a merger probably in the second or third quarter of
2013 although no binding agreement has been executed at the date of this
Report. It is anticipated that such private company will bring with it to
such merger key operating business activities and a business plan. As of
the date of this Report, no agreements have been executed to effect such a
business combination and although the Company anticipates that it will
effect such a business combination there is no assurance that such
combination will be consummated.
If and when the Company chooses to enter into a business combination
with such private company or another, it will likely file a registration
statement after such business combination is effected.
A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. The Company may wish to structure
the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended.
As of December 31, 2012, the Company had not generated revenues and
had no income or cash flows from operations since inception. At
December 31, 2012, the Company had sustained a net loss of $11,932
and had an accumulated deficit of $11,932.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of the Company as a going concern is dependent upon financial support from
its stockholders, its ability to obtain necessary equity financing to
continue operations and/or to successfully locate and negotiate with a
business entity for a business combination that would provide a basis
of possible operations.
Tiber Creek Corporation paid, without expectation of repayment, all
expenses incurred by the Company until the change in control at which time
new management of the Company undertook payment of such expenses. Because
of the absence of any on-going operations, these expenses are anticipated
to be relatively low.
There is no assurance that the Company will ever be profitable.
Item 2. Properties
The Company has no properties and at this time has no agreements
to acquire any properties. The Company currently uses the offices of
its president at no cost to the Company.
Item 3. Legal Proceedings
There is no litigation pending or threatened by or against the
Company.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
There is currently no public market for the Company's securities.
Once and if a business combination is effected, the Company may
wish to cause the Company's common stock to trade in one or more United
States securities markets. The Company anticipates that it will take
the steps required for such admission to quotation following the business
combination or at some later time.
At such time as it qualifies, the Company may choose to apply for
quotation of its securities on the OTC Bulletin Board.
The OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to be
quoted on the OTC Bulletin Board, only market makers can initiate
quotes, and quoted companies do not have to meet any quantitative
financial requirements. Any equity security of a reporting company not
listed on the Nasdaq Stock Market or on a national securities exchange
is eligible.
Since inception, the Company has sold securities which
were not registered as follows:
NUMBER OF
DATE NAME SHARES CONSIDERATION
April 30, 2012 Tiber Creek 10,000,000 $1,000
Corporation (1) (9,875,000 redeemed 11/1/2012)
April 30, 2012 MB Americus LLC (2) 10,000,000 $1,000
(9,875,000 redeemed 11/1/2012)
November 2, 2012 Donald W.Hohman, Sr. 1,000,000 $100
(1) James Cassidy, was the president and a director of the Company,
is the sole shareholder and director of Tiber Creek Corporation,
a Delaware corporation, and Mr. Cassidy may be deemed to be the
beneficial owner of the shares of stock owned by Tiber Creek Corporation.
(2) James McKillop is the sole principal of MB Americus LLC, a
California limited liability corporation. Mr. McKillop is deemed to
be the beneficial owner of the shares of stock owned by MB Americus LLC.
Item 6. Selected Financial Data.
There is no selected financial data required to be filed for
a smaller reporting company.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The Company has no operations nor does it currently engage in any
business activities generating revenues. The Company's principal
business objective is to achieve a business combination with a target
company.
As of December 31, 2012, the Company had not generated revenues and had
no operations since inception. At December 31,2012, the Company had sustained
a net loss of $11,932 and had an accumulated deficit of $11,932.
The Company's registered independent audit firm has issued a report raising
substantial doubt about the Company's ability to continue as a going concern.
At present, the Company has no operations and the continuation of the Company
as a going concern is dependent upon financial support from its stockholders,
its ability to obtain necessary equity financing to continue operations
and/or to successfully locate and negotiate with a business entity for the
combination of that target company with the Company.
Tiber Creek Corporation paid, without expectation of repayment, all
expenses incurred by the Company until the change in control at which time
new management of the Company undertook payment of such expenses. Because
of the absence of any on-going operations, these expenses are anticipated
to be relatively low.
The Company has entered into an agreement with Tiber Creek
Corporation of which the former president of the Company is the president
and controlling shareholder. Tiber Creek Corporation assists companies to
become public reporting companies and for the preparation and filing of a
registration statement pursuant to the Securities Act of 1933, and the
introduction to brokers and market makers.
The Company anticipates that it will enter into a business combination
with a private company that has developed and promoted two new internet and
casino appropriate poker-related games. The private company has developed
the games and promoted them at various gaming shows in the United States
and Costa Rica. The company anticipates marketing the games for live play
at casinos as well as internet play. The company has developed an accessory
and clothing line related to the games as well as a strategy guide. The
company anticipates developing an international site for live play as well
as a United States site for free play. These sites will also promote sales
of the accessories and clothing lines.
A likely target company with which the Company may effect a business
combination is one seeking the perceived benefits of a reporting
corporation. Such perceived benefits may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for incentive stock options or similar benefits
to key employees, increasing the opportunity to use securities
for acquisitions, providing liquidity for shareholders and other factors.
Business opportunities may be available in many different industries and
at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
difficult and complex.
In analyzing prospective a business combination, the Company may consider
such matters as the available technical, financial and managerial resources;
working capital and other financial requirements; history of operations, if
any; prospects for the future; nature of present and expected competition;
the quality and experience of management services which may be available
and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but
which may be anticipated; the potential for growth or expansion; the
potential for profit; the perceived public recognition or acceptance of
products, services, or trades; name identification; and other relevant
factors. This discussion of the proposed criteria is not meant to be
restrictive of the virtually unlimited discretion of the Company to search
for and enter into potential business opportunities.
The search for a target company will not be restricted to any specific
kind of business entities, but may acquire a venture which is in its
preliminary or development stage, which is already in operation, or in
essentially any stage of its business life. It is impossible to predict
at this time the status of any business in which the Company may become
engaged, whether such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.
It is anticipated that any securities issued in any such
business combination would be issued in reliance upon exemption
from registration under applicable federal and state securities
laws. In some circumstances, however, as a negotiated element of
its transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, it
will be undertaken by the surviving entity after the Company has
entered into an agreement for a business combination or has
consummated a business combination. The issuance of additional
securities and their potential sale into any trading market which
may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a market
develops, of which there is no assurance.
While the terms of a business transaction to which the Company may
be a party cannot be predicted, it is expected that the parties to the
business transaction will desire to avoid the creation of a taxable event
and thereby structure the acquisition in a tax-free reorganization under
Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.
2012 Year-End Analysis
The Company has received no income, has had no operations
nor expenses, other than Delaware state fees and incorporation and
accounting fees as required for incorporation and for the preparation
of the Company's financial statements.
As of December 31, 2012, the Company had not generated revenues
and had no income or cash flows from operations since inception. At
December 31, 2012, the Company had sustained a net loss of $11,932 and
had an accumulated deficit of $11,932.
Item 8. Financial Statements and Supplementary Data
The financial statements for the year ended December 31, 2012
are attached hereto.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
There were no disagreements with the Company's accountants on
accounting or financial disclosure for the period covered by this
report.
Item 9A. Controls and Procedures
Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed in company
reports filed or submitted under the Securities Exchange Act of 1934 (the
"Exchange Act") 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 in company reports filed or submitted under the
Exchange Act is accumulated and communicated to management, including the
chief executive officer and treasurer, as appropriate to allow timely
decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, the
Company's chief executive officer and chief financial officer carried out
an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures as of February 28, 2013. Based on his
evaluation, he concluded that the Company's disclosure controls and
procedures were ineffective. The ineffectiveness of our disclosure
controls and procedures were due to a lack of segregation of duties.
Management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act). The Company's internal control over
financial reporting is a process designed by, or under the supervision of,
its chief executive officer and chief financial officer and effected by the
board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. Internal control over
financial reporting includes policies and procedures that pertain to the
maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of assets; provide reasonable
assurance that transactions are recorded as necessary to permit preparation
of the Company's financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures are being made
only in accordance with the authorization of the Company's board of
directors and management; and provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or
disposition of assets that could have a material effect on the Company's
financial statements.
Under the supervision and with the participation of management, including
the Company's chief executive officer, the Company conducted an evaluation
of the effectiveness of its internal control over financial reporting based
on the criteria established in Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO"). Based on this evaluation under the criteria established in
Internal Control Integrated Framework, management concluded that the
Company's internal control over financial reporting was ineffective as
of February 28, 2013. Management determined that the material weaknesses
that resulted in controls being ineffective are primarily due to lack of
resources and number of employees. Material weaknesses exist in the
segregation of duties required for effective controls and various
reconciliation and control procedures not regularly performed due to
the lack of staff and resources.
This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to an exemption for non-accelerated filers set forth
in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection
Act.
During the most recently completed fiscal year, there has been no change in
our internal control over financial reporting that has materially affected
or is reasonably likely to materially affect, our internal control over
financial reporting.
Item 9B. Other Information
Not applicable.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance;
The Directors and Officers of the Company are as follows:
Name Positions and Offices Held
----------------- -----------
Donald W. Hohman, Sr. President, Treasurer, Director
Joanne Jenio Secretary
Management of the Company
The Company has no full time employees.
On November 1, 2012, James Cassidy and James McKillop,
both directors of the Company and the then president and vice president,
respectively, resigned as directors and all offices of the Company.
Messrs. Cassidy and McKillop each beneficially retain 125,000 shares of
the Company's common stock.
Donald W. Hohman, Sr. was named as the sole director of the Company and
appointed its President and Treasurer.
For the past five years, Donald W. Hohman, Sr. has been involved in the
development and promotion of two new internet and casino appropriate poker-
related games. Mr. Hohman has displayed the games at the Las Vegas Gaming
Show and the London Ice show as well as at numerous Indian game shows. He
has also developed an ancillary clothing and accessory line and written a
250-page strategy guide for playing of the games.
Conflicts of Interest
Donald W. Hohman, Sr., the sole officer and director of the Company,
is also the president and chief executive officer of the potential
target company with whom the Company is considering in regard to
effecting a business combination. Such a business combination may
result in a benefit to the target company and its shareholders.
There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company. However, any attempt by
shareholders to enforce a liability of management to the Company
would most likely be prohibitively expensive and time consuming.
Code of Ethics. The Company has not at this time adopted a
Code of Ethics pursuant to rules described in Regulation S-K. The
Company has only three shareholders, one of whom also serves as
the director and key executive officer. The Company has no operations or
business and does not receive any revenues or investment capital. The
adoption of an Ethical Code at this time would not serve the primary
purpose of such a code to provide a manner of conduct as the development,
execution and enforcement of such a code would be by the same persons and
only persons to whom such code applied. Furthermore, because the Company
does not have any activities, there are activities or transactions which
would be subject to this code. At the time the Company enters into a
business combination or other corporate transaction, the current officer
and director may recommend that such a code be adopted.
Corporate Governance. For reasons similar to those described
above, the Company does not have a nominating nor audit committee of the
board of directors. The Company has no activities, and receives no
revenues. At such time that the Company enters into a business combination
and/or has additional shareholders and a larger board of directors and
commences activities, the Company will propose creating committees of its
board of directors, including both a nominating and an audit committee.
Because there are only three shareholders of the Company, there is no
established process by which shareholders to the Company can nominate
members to the Company's board of directors. Similarly, however, at
such time as the Company has more shareholders and an expanded board
of directors, the new management of the Company may review and implement,
as necessary, procedures for shareholder nomination of members to the
Company's board of directors.
Item 11. Executive Compensation
The Company's sole officer and director does not receive any
compensation for services rendered to the Company, nor has any
former officer or director received any compensation in the past.
The sole officer and director is not accruing any compensation
pursuant to any agreement with the Company.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.
The Company does not have a compensation committee for
the same reasons as described above.
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
The following table sets forth, as of December 31, 2012, each
person known by the Company to be the officer or director of the
Company or a beneficial owner of five percent or more of the Company's
common stock. The Company does not have any compensation
plans and has not authorized any securities for future issuance.
Except as noted, the holder thereof has sole voting and investment
power with respect to the shares shown.
Name and Address Amount of Beneficial Percent of
of Beneficial Owner Ownership Outstanding Stock
James Cassidy (1) 125,000 10%
215 Apolena Avenue
Newport Beach, CA 92662
James McKillop (2) 125,000 10%
9454 Wilshire Boulevard
Beverly Hills, California 90212
Donald W. Hohman, Sr. 1,000,000 80%
1472 North San Antonio Avenue
Upland, California 91786
All Executive Officers and 1,000,000
Directors as a Group (1 Person)
(1) As the sole shareholder, officer and director of Tiber Creek
Corporation, a Delaware corporation, Mr. Cassidy is deemed to be the
beneficial owner of the shares of common stock of the Company owned by
it.
(2) As the sole principal of MB Americus LLC, a California business
entity, Mr. McKillop is deemed to be the beneficial owner of the shares
of the Company owned by it.
Item 13. Certain Relationships and Related Transactions and
Director Independence
Donald W.Hohman, Sr. is the majority shareholder of the Company and
also serves as its president and treasurer and sole director.
As the organizers and developers of Whiffletree Acquisition
Corporation the predecessor name to the Company, James Cassidy and
James McKillop may be considered promoters. Mr. Cassidy provided
services to the Company without charge consisting of preparing and filing
the charter corporate documents and preparing its registration statement
of Form 10. Tiber Creek Corporation, a company of which Mr. Cassidy is the
sole director, officer and shareholder, paid all expenses incurred by
the Company until November 1, 2012, the date of the change in control,
without repayment. Tiber Creek is a shareholder of the Company
and may receive benefits in the future if the company is able to effect
a business combination beneficial to the company.
The Company is not currently required to maintain an independent
director as defined by Rule 4200 of the Nasdaq Capital Market nor does
it anticipate that it will be applying for listing of its securities on
an exchange in which an independent directorship is required. It is
likely Mr. Jones would not be considered an independent director if
it were to do so.
Item 14. Principal Accounting Fees and Services.
The Company has no activities, no income and no expenses
except for independent audit and incorporation and Delaware state
fees. The Company's current and former president donated their time
in preparation and filing of all state and federal required taxes and
reports.
Audit Fees
The aggregate fees incurred for professional services rendered
by the independent registered public accounting firm for the audit
of the Company's financial statements included in the Company's
Form 10-K and Form 10-Q reports and services normally provided in
connection with statutory and regulatory filings or engagements were
as follows:
December 31, 2012
-----------------
Audit-Related Fees $ 1,250
The Company does not currently have an audit committee serving
and as a result its board of directors performs the duties of an audit
committee. The board of directors will evaluate and approve in advance,
the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services. The Company does not rely on pre-
approval policies and procedures.
PART IV
Item 15. Exhibits
Exhibit Number Description
Item
3.1 Articles of Incorporation as amended (1)
3.2 Bylaws(2)
10.1 Change of Control (3)
16.1 Change in certifying accountant (4)
23.1 Consent of independent registered accounting firm
31.1 Certification of Chief Executive Officer pursuant to
Securities Exchange Act Rule 13a-14(a)/15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.2 Certification of Chief Financial Officer pursuant to
Securities Exchange Act Rule 13a-14(a)/15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32.1 Certification of Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350,
as adoptedpursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
(1) Incorporated by reference to Current Report on Form 8-K filed
November 1, 2012.
(2) Incorporated by reference to General Form for Registration on
Form 10 filed May 30, 2012
(3) Incorporated by reference to Current Report on Form 8-K filed
November 1, 2012.
(4) Incorporated by reference to Current Report on Form 8-K filed
April 25, 2013.
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 1
Balance Sheet as of December 31, 2012 2
Statement of Operations for the period from April 23, 2012
(Inception) to December 31, 2012 3
Statement of Stockholders' (Deficit) for the period
from April 23, 2012 (Inception) to December 31, 2012 4
Statement of Cash Flows for the period from April 23, 2012
(Inception) to December 31, 2012 5
Notes to Financial Statements 6
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Whoopass Poker Corporation
We have audited the accompanying balance sheet of Whoopass Poker
Corporation (A Development Stage Company) (the "Company") as of
December 31, 2012 and the related statements of operations, stockholders'
deficit and cash flows for the period from April 23, 2012 (Inception) to
December 31, 2012. Whoopass Poker Corporation's management is
responsible for these financial statements. Our responsibility is to
express an opinion on these financial statements based on our audit.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Whoopass Poker
Corporation (A Development Stage Company) as of December 31, 2012 and
the results of it operations and it cash flows for the period from
April 23, 2012 (Inception) to December 31, 2012 in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered losses from operations,
which raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described
in Note 1. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
/s/ L.L. Bradford & Company
Las Vegas, Nevada
1
WHOOPASS POKER CORPORATION
(FORMERLY WHIFFLETREE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
December 31, 2012
-----------------
CURRENT ASSETS
Cash $ 25
-----------------
TOTAL CURRENT ASSETS $ 25
=================
LIABILITY AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 10,000
-----------------
TOTAL CURRENT LIABILITIES $ 10,000
-----------------
STOCKHOLDERS' DEFICIT
Common Stock; $0.0001 par value,
100,000,000 shares authorized;
1,250,000 shares issued and outstanding 125
Additional paid-in capital 1,832
Deficit accumulated during the development
stage (11,932)
-----------------
TOTAL STOCKHOLDERS' DEFICIT (9,975)
-----------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 25
=================
2
WHOOPASS POKER CORPORATION
(FORMERLY WHIFFLETREE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
For the period from April 23,
2012 (Inception) to
December 31, 2012
-----------------
GENERAL AND ADMINISTRATIVE EXPENSES
Legal fees $ 10,000
Accounting fees-related party 750
Incorporation fees-related party 1,182
-----------------
NET OPERATING LOSS $ (11,932)
=================
LOSS PER SHARE - BASIC AND DILUTED $ 0.00
=================
WEIGHTED AVERAGE SHARES - BASIC AND DILUTED 10,723,288
=================
3
WHOOPASS POKER CORPORATION
(FORMERLY WHIFFLETREE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIT
Deficit
Accumulated Total
Common Stock Additional During the Stock-
----------------------- Paid-in Development holders'
Shares Amount Capital Stage Deficit
---------- --------- --------- ----------- --------
Balance, April 23,
2012 (Inception) - $ - $ - $ - $ -
Common stock
issued for cash 20,000,000 2,000 - - 2,000
Contributions to capital
by related parties - - 1,932 - 1,932
Redemption and cancellation
of common stock (19,750,000) (1,975) - - (1,975)
Issuance of common
stock in a change
in control 1,000,000 100 (100) - -
Net loss - - - (11,932) (11,932)
---------- --------- --------- --------- ---------
Balance,
December 31, 2012 1,250,000 $ 125 $ 1,832 $(11,932) $ (9,975)
========== ======== ========= ========= =========
4
WHOOPASS POKER CORPORATION
(FORMERLY WHIFFLETREE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
For the period from April
23, 2012 (Inception) to
December 31, 2012
------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (11,932)
------------------
Adjustments to reconcile net income to net cash
Used in Operating Activities
Issuance of common stock in a change in control (100)
Changes in operating assets and liabilities
Accrued liability 10,000
------------------
NET CASH USED IN OPERATING ACTIVITIES (2,032)
------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 2,000
Issuance of common stock in a change in control 100
Contributions to capital by related parties 1,932
Redemption and cancellation of common stock (1,975)
------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,057
------------------
INCREASE IN CASH 25
CASH, BEGINNING OF PERIOD -
CASH, END OF PERIOD $ 25
=================
NON-CASH FINANCING ACTIVITIES:
=================
The accompanying notes are an integral part of these financial statements
5
WHOOPASS POKER CORPORATION
(FORMERLY WHIFFLETREE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
December 31, 2012
1. NATURE OF OPERATIONS AND GOING CONCERN
Whoopass Poker Corporation (formerly Whiffletree Acquisition
Corporation) (the "Company") was incorporated on April
23, 2012 ("inception") under the laws of the State of Delaware to engage
in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. The Company has been in the
developmental stage since inception. In addition to a change in control
of its management and shareholders, the Company's operations to date have
been limited to issuing shares and filing a registration statement on
Form 10 pursuant to the Securities Exchange Act of 1934. The Company was
formed to provide a method for a foreign or domestic private company to
become a reporting company with a class of securities registered under
the Securities Exchange Act of 1934.
The Company has sustained operating losses since inception. It has an
accumulated deficit of $11,932 as of December 31, 2012. The Company's
continuation as a going concern is dependent on its ability to generate
sufficient cash flows from operations to meet its obligations, which it
has not been able to accomplish to date, and /or obtain additional
financing from its stockholders and/or other third parties. These financial
statements have been prepared on a going concern basis, which implies
the Company will continue to meet its obligations and continue its
operations for the next fiscal year. The continuation of the Company as a
going concern is dependent upon financial support from its stockholders,
the ability of the Company to obtain necessary equity financing to
continue operations, successfully locating and negotiate with a business
entity for the combination of that target company with the Company.
The Company anticipates that it will enter into a business combination
with a certain private company that has developed and promoted two new
internet and casino appropriate poker-related games. The private
company has developed the games and promoted them at various gaming
shows in the United States and Costa Rica. The company anticipates
marketing the games for live play at casinos as well as internet play.
The company has developed an accessory and clothing line related to the
games as well as a strategy guide. The company anticipates developing an
international site for live play as well as a United States site for free
play. These sites will also promote sales of an accessories and clothing
lines.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The summary of significant accounting policies presented below is
designed to assist in understanding the Company's financial statements.
Such financial statements and accompanying notes are the representations
of the Company's management, who is responsible for their integrity and
objectivity. These accounting policies conform to accounting principles
generally accepted in the United States ("GAAP") in all material respects,
and have been consistently applied in preparing the accompanying
financial statements.
6
WHOOPASS POKER CORPORATION
(FORMERLY WHIFFLETREE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
December 31, 2012
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Use of Estimates
The preparation of the financial statements requires management of the
Company to make a number of estimates and assumptions relating to the
reported amount of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
The assumptions used by management in future estimates could change
significantly due to changes in circumstances, including, but not limited
to, challenging economic conditions. Accordingly, future estimates may
differ significantly.
Concentration of Risk
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash. The Company
places its cash with high quality banking institutions. The Company did
not have cash balances in excess of the Federal Deposit Insurance
Corporation limit as of December 31, 2012.
Income Taxes
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized.
Net Loss per Common Share
The Company computes net loss per share in accordance with ASC 260,
"Earnings per Share". ASC 260 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement.
Basic EPS is computed by dividing net income (loss) available to
common shareholders by the weighted average number of common shares
outstanding during the period. Diluted EPS gives effect to all dilutive
potential common shares outstanding during the period including stock
options, using the treasury stock method, and convertible preferred stock,
using the if-converted method. In computing diluted EPS, the average
stock price for the period is used in determining the number of shares
assumed to be purchased from the exercise of stock options or warrants.
Diluted EPS excludes all dilutive potential common shares if their effect
is anti-dilutive.
7
WHOOPASS POKER CORPORATION
(FORMERLY WHIFFLETREE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
December 31, 2012
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
Fair Value of Financial Instruments
The Company follows guidance for accounting for fair value
measurements of financial assets and financial liabilities and for fair
value measurements of nonfinancial items that are recognized or
disclosed at fair value in the financial statements on a recurring basis.
Additionally, the Company adopted guidance for fair value measurement
related to nonfinancial items that are recognized and disclosed at fair
value in the financial statements on a nonrecurring basis. The guidance
establishes a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in
active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to measurements involving significant
unobservable inputs (Level 3 measurements). The three levels of the fair
value hierarchy are as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to access
at the measurement date.
Level 2 inputs are inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly
or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The Company monitors the market conditions and evaluates the fair value
hierarchy levels at least quarterly. For any transfers in and out of the
levels of the fair value hierarchy, the Company elects to disclose the fair
value measurement at the beginning of the reporting period during which
the transfer occurred.
Recent Accounting Pronouncements
The Company evaluated all recent accounting pronouncements issued and
determined that the adoption of these pronouncements would not have a
material effect on the financial position, results of operations or
cash flows of the Company.
3. COMMON STOCK
On April 30, 2012, the Company authorized and issued 100,000,000 shares of
common stock and 20,000,000 shares of preferred stock. As of December 31,
2012, 1,250,000 shares of common stock and no preferred stock were issued
and outstanding.
8
WHOOPASS POKER CORPORATION
(FORMERLY WHIFFLETREE ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
December 31, 2012
On November 1, 2012, the Company redeemed and then cancelled an aggregate
of 19,750,000 of the then 20,000,000 shares of outstanding stock at a
redemption price of $0.0001 per share for an aggregate redemption price
of $1,975.
On November 2, 2012, the Company authorized and issued 1,000,000 common
shares to an officer of the company at $0.0001 representing 80% of the total
outstanding shares of common stock as of December 31, 2012.
4. RELATED PARTY TRANSACTIONS
For the period from April 23, 2012 (Inception) to December 31, 2012,
a shareholder paid a total of $1,182 incorporation fees on behalf of
the Company without expectation of repayment. The Company recorded
it as contribution to capital.
5. INCOME TAX
The Company's operations for the year ended December 31, 2012
resulted in losses, thus no income taxes have been reflected in the
accompanying statements of operations.
As of December 31, 2012, the Company has net operating loss
carry-forwards which may or may not be used to reduce future income
taxes payable. Current Federal tax law limits the amount of loss available
to offset against future taxable income when a substantial change in
ownership occurs. Therefore, the amount available to offset future taxable
income may be limited. A valuation allowance has been recorded to
reduce the net benefit recorded in the financial statements related to this
deferred asset. The valuation allowance is deemed necessary as a result of
the uncertainty associated with the ultimate realization of these deferred
tax assets. The provision for income taxes consists of the following:
2012
$
Benefits of deferred tax assets 4,057
Less: Change in valuation allowance (4,057)
---------
Provision for income tax -
=========
Below is a summary of deferred tax asset calculations as of December 31,
2012 based on a 35% income tax rate. Currently there is no reasonable
assurance that the Company will be able to take advantage of a deferred
tax asset. Thus, an offsetting allowance has been established for the
deferred asset.
2012
$
Net operating loss 11,932
Statutory federal income tax rate 35%
---------
Deferred tax asset 4,176
=========
For financial reporting purposes, the Company has incurred a loss since
inception to December 31, 2012. Based on the available objective
evidence, management believes it is more likely than not that the net
deferred tax assets will not be fully realizable. Accordingly, the Company
provided for a full valuation allowance against its net deferred tax assets
at December 31, 2012. Further, management does not believe it has taken
the position in the deductibility of its expenses that creates a more likely
than not potential for future liability under the guidance of FIN 48.
A reconciliation between the income tax benefit amounts determined by
applying the applicable U.S. and State statutory income tax rate to pre-tax
loss is as follows:
2012
---------
Statutory federal income tax rate 35%
Change in valuation allowance (35%)
---------
-
=========
9
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.
WHOOPASS POKER CORPORATION
Formerly Whiffletree Acquisition COrporation
By: /s/ Donald W. Hohman, Sr.
President
Principal executive officer
Dated: July 19, 2013
By: /s/ Donald Hohman
Principal financial officer
Dated: July 19, 2013
Pursuant to the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
NAME OFFICE DATE
/s/ Donald Hohman Director July 19, 2013