0001021432-12-000077.txt : 20121210
0001021432-12-000077.hdr.sgml : 20121210
20120530171657
ACCESSION NUMBER: 0001021432-12-000077
CONFORMED SUBMISSION TYPE: 10-12G
PUBLIC DOCUMENT COUNT: 5
FILED AS OF DATE: 20120530
DATE AS OF CHANGE: 20121203
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Whiffletree Acquisition Corp
CENTRAL INDEX KEY: 0001550959
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-12G
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54724
FILM NUMBER: 12878493
BUSINESS ADDRESS:
STREET 1: 1472 NORTH SAN ANTONIO AVENUE
CITY: UPLAND
STATE: CA
ZIP: 91786
BUSINESS PHONE: 909-297-0479
MAIL ADDRESS:
STREET 1: 1472 NORTH SAN ANTONIO AVENUE
CITY: UPLAND
STATE: CA
ZIP: 91786
FORMER COMPANY:
FORMER CONFORMED NAME: Whiffletree Acquisition Corp
DATE OF NAME CHANGE: 20120525
10-12G
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whiffletreeform10051612.txt
FORM 10
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934
WHIFFLETREE ACQUISITION CORPORATION
-----------------------------
(Exact name of registrant as specified in its charter)
Delaware 00-0000000
------------------ ------------------------------
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) No.)
215 Apolena Avenue
Newport Beach, California 92662
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(Address of principal executive offices ) (Zip Code)
Registrant's telephone number, including area code: 202/387-5400
Fax Number: 949/673-4525
Securities to be registered
pursuant to Section 12(b) of the Act: None
Securities to be registered
pursuant to Section 12(g) of the Act: Common Stock,
$0.0001 Par Value
(Title of class)
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 definitions of "large accelerated
filer," "accelerated filer," and "smaller reporting company"
in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filed Smaller reporting company X
______________________________________________________________________
ITEM 1. BUSINESS.
Whiffletree Acquisition Corporation ("Whiffletree") 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. Whiffletree has been in the developmental stage
since inception and its operations to date have been limited to issuing
shares to its original shareholders and filing this registration statement.
Whiffletree has been 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 president of Whiffletree is the president, director and shareholder
of Tiber Creek Corporation. Tiber Creek Corporation assists companies
in becoming public reporting companies and with introductions to the
financial community. To become a public company, Tiber Creek
Corporation may recommend that a company file a registration statement,
most likely on Form S-1, or alternatively that a company first effect a
business combination with Whiffletree and then subsequently file a
registration statement. A company may choose to effect a business
combination with Whiffletree before filing a registration statement as such
method may be an effective way to obtain exposure to the brokerage
community.
Tiber Creek will typically enter into an agreement with the target
company for assisting it to become a public reporting company and for the
preparation and filing of a registration statement and the introduction to
brokers and market makers. The target company pays Tiber Creek
Corporation for such services. Such services include, if appropriate, the
use of Whiffletree. Whiffletree will only be used as part of such process
and is not offered for sale. If the target company chooses to enter into
business combination with Whiffletree, the registration statement will be
prepared after such business combination. The terms of a business
combination may provide for redemption of all or part of their stock in
Whiffletree, usually at par.
A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange. In most instances the target
company will 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.
No assurances can be given that Whiffletree will be successful in
locating or negotiating with any target company.
Whiffletree has not generated revenues and has no income or cash
flows from operations since inception. The continuation of Whiffletree
as a going concern is dependent upon financial support from its
stockholders, its ability to obtain necessary equity financing to
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continue operations, to successfully locate and negotiate with a business
entity for the combination of that target company with Whiffletree . Tiber
Creek Corporation will pay all expenses incurred by Whiffletree until a
change in control is effected, without repayment. There is no assurance
that Whiffletree will ever be profitable.
There is no written agreement between Tiber Creek Corporation and
Whiffletree. Tiber Creek is owned by James Cassidy and James Cassidy is also
one of the two shareholders and directors of the Registrant. Through
Mr. Cassidy, there is an unwritten understanding that Tiber Creek will
fund the expenses of the Registrant until the change in control.
Because of the nature of the Registrant and its absence
of any on-going operations, these expenses are anticipated to be
relatively low.
Aspects of a Reporting Company
There are certain perceived benefits to being a reporting company.
These are commonly thought to include the following:
+ increased visibility in the financial community;
+ compliance with a requirement for admission to quotation on
the OTC Bulletin Board;
+ the facilitation of borrowing from financial institutions;
+ increased valuation;
+ greater ease in raising capital;
+ compensation of key employees through stock options for
which there may be a market valuation;
+ enhanced corporate image.
There are also certain perceived disadvantages to being a reporting
company. These are commonly thought to include the following:
+ requirement for audited financial statements;
+ required publication of corporate information;
+ required filings of periodic and episodic reports with the
Securities and Exchange Commission;
+ increased rules and regulations governing management,
corporate activities and shareholder relations.
Comparison with Direct Public Offering
Certain private companies may find the use of a business combination
with a public reporting company prior to filing its initial public offering
attractive for several reasons including:
+ easier to obtain an underwriter;
+ establishment of a public record and public filings for use with
FINRA application;
+ possible delays in the public offering process;
+ greater visibility to the financial community.
Certain private companies may find a business combination less
attractive than an initial public offering of their securities. Reasons
for this may include the following:
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+ no investment capital raised through a business combination;
+ no underwriter support of trading;
+ increased expenses for meeting reporting requirements.
Potential Target Companies
Business entities, if any, which may be interested in a combination
with Whiffletree may include the following:
+ a company for which a primary purpose of becoming public is
the use of its securities for the acquisition of assets
or businesses;
+ a company which is unable to find an underwriter of its
securities or is unable to find an underwriter of
securities on terms acceptable to it;
+ a company which wishes to become public with less dilution
of its securities than would occur upon an underwriting;
+ a company which believes that it will be able to obtain
investment capital on more favorable terms after it has
become public;
+ a foreign company which may wish an initial entry into the
United States securities market;
+ a special situation company, such as a company seeking a
public market to satisfy redemption requirements under
a qualified Employee Stock Option Plan;
+ a company seeking one or more of the other perceived
benefits of becoming a public company.
A business combination with a target company will normally involve
the transfer to the target company of the majority of the issued and
outstanding common stock of Whiffletree and the substitution by the target
company of its own management and board of directors.
No assurances can be given that Whiffletree will be able to enter into
any business combination, as to the terms of a business combination, or as
to the nature of a target company.
The proposed business activities described herein classify Whiffletree
as a "blank check" company. The Securities and Exchange Commission and
certain states have enacted statutes, rules and regulations limiting the
public sale of securities of blank check companies. Whiffletree will not
make any efforts to cause a market to develop in its securities until such
time as Whiffletree has successfully implemented a business combination
and it is no longer classified as a blank check company.
Whiffletree is voluntarily filing this registration statement with the
Securities and Exchange Commission and is under no obligation to do so
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under the Exchange Act. Whiffletree will continue to file all reports
required of it under the Exchange Act until a business combination has
occurred. A business combination will normally result in a change in
control and management of Whiffletree. Since a principal benefit of a
business combination with Whiffletree would normally be considered its
status as a reporting company, it is anticipated that Whiffletree will
continue to file reports under the Exchange Act following a business
combination. No assurance can be given that this will occur or, if it
does, for how long.
James Cassidy is the president and a director of Whiffletree and
the sole officer, shareholder and director of Tiber Creek Corporation,
which is a 50% shareholder of Whiffletree. James McKillop is the vice
president and a director of Whiffletree and the sole manager and member
of MB Americus LLC which is a 50% shareholder of Whiffletree.
Whiffletree has no employees nor are there any other persons than
Mr. Cassidy and Mr. McKillop who devote any of their time to its affairs.
All references herein to management of Whiffletree are to Mr. Cassidy and
Mr. McKillop. The inability at any time of either of these individuals
to devote sufficient attention to Whiffletree could have a material adverse
impact on its operations.
Glossary
"Blank check" company As used herein, a "blank check" company
is a development stage company that has
no specific business plan or purpose or
has indicated that its business plan is
to engage in a merger or acquisition with
an unidentified company or companies.
Business combination Normally a merger, stock-for-stock or
stock-for-assets exchange with the target
company or the shareholders of the target
company.
Whiffletree or The corporation whose common stock is the
the Registrant subject of this registration statement.
Exchange Act The Securities Exchange Act of 1934, as
amended.
Securities Act The Securities Act of 1933, as amended.
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ITEM 1A. RISK FACTORS
The business of Whiffletree is subject to numerous risk factors, including
the following:
Whiffletree has no operating history nor revenue with minimal
assets and operates at a loss and its continuation as a going concern is
dependent uponsupport from its stockholders or obtaining additional
capital.
Whiffletree has had no operating history nor any revenues or earnings
from operations. Whiffletree has no significant assets or financial
resources. Whiffletree has not generated revenues and has no income
or cash flows from operations since inception. Whiffletree has sustained
losses to date and will, in all likelihood, continue to sustain
expenses without corresponding revenues, at least until the consummation
of a business combination.
The continuation of Whiffletree 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 Whiffletree. Tiber Creek Corporation, a company
affiliated with management, will pay all expenses incurred by Whiffletree
until a business combination is effected, without repayment. There is no
assurance that Whiffletree will ever be profitable.
Company has only two directors, officers and shareholders
The only officers and directors of Whiffletree are James Cassidy
and James McKillop. Because management consists of only these two
persons, Whiffletree does not benefit from multiple judgments that a
greater number of directors or officers would provide. Whiffletree will
rely completely on the judgment of its officers and directors when
selecting a target company. Mr. Cassidy and Mr. McKillop anticipate
devoting only a limited amount of time to the business of Whiffletree.
Neither Mr. Cassidy nor Mr. Mr. McKillop has entered into written
employment agreements with Whiffletree and they are not expected to do
so. Whiffletree has not obtained key man life insurance on either officer or
director. The loss of the services of either Mr. Cassidy or Mr. McKillop
could adversely affect development of the business of Whiffletree and its
likelihood of commencing operations.
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Conflicts of interest.
Mr. Cassidy, the president of Whiffletree, participates in other
business ventures which may compete directly with Whiffletree. Additional
conflicts of interest and non-arms length transactions may also arise
in the future. The terms of a business combination may include such terms
as Tiber Creek Corporation providing services to Whiffletree after a business
combination. Such services may include the preparation and filing of a
registration statement to allow the public trading of Whiffletree's
securities and the introduction to brokers and market makers. Such
benefits may influence management's choice of a target company. The
certificate of incorporation of Whiffletree provides that Whiffletree may
indemnify officers and/or directors of Whiffletree for liabilities, which can
include liabilities arising under the securities laws. Assets of Whiffletree
could be used or attached to satisfy any liabilities subject to such
indemnification.
The proposed operations of Whiffletree are speculative.
The success of the proposed business plan of Whiffletree will depend to
a great extent on the operations, financial condition and management of
the identified target company. While business combinations with entities
having established operating histories are preferred, there can be no
assurance that Whiffletree will be successful in locating candidates
meeting such criteria. The decision to enter into a business combination
will likely be made without detailed feasibility studies, independent
analysis, market surveys or similar information which, if Whiffletree had
more funds available to it, would be desirable. In the event Whiffletree
completes a business combination the success of its operations will be
dependent upon management of the target company and numerous other
factors beyond the control of Whiffletree. There is no assurance that
Whiffletree can identify a target company and consummate a business
combination.
The Company will seek only one business combination and as such
there is no diversification of investment.
The purpose of Whiffletree is to seek, and acquire an interest in a
business entity which desires to seek the perceived advantages of a
corporation which has a class of securities registered under the Exchange
Act. Whiffletree may participate in a business venture of virtually any
kind or nature and it will not restrict its search to any specific business,
industry, or geographical location. Management anticipates that
Whiffletree will be able to participate in only one potential business
venture because Whiffletree has nominal assets and limited financial
resources. This lack of diversification should be considered a substantial
risk to the shareholders of Whiffletree because it will not permit
Whiffletree to offset potential losses from one venture against gains from
another.
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Possible classification as a penny stock.
In the event that a public market develops for the securities of
Whiffletree following a business combination, such securities may be
classified as a penny stock depending upon their market price and the
manner in which they are traded. The Securities and Exchange
Commission has adopted Rule 15g-9 which establishes the definition of a
"penny stock", for purposes relevant to Whiffletree, as any equity security
that has a market price of less than $5.00 per share or with an exercise
price of less than $5.00 per share whose securities are admitted to
quotation but do not trade on the Nasdaq Capital Market or on a national
securities exchange. For any transaction involving a penny stock, unless
exempt, the rules require delivery by the broker of a document to investors
stating the risks of investment in penny stocks, the possible lack of
liquidity, commissions to be paid, current quotation and investors' rights
and remedies, a special suitability inquiry, regular reporting to the
investor and other requirements.
There is a scarcity of and competition for business opportunities
and combinations.
Whiffletree is and will continue to be an insignificant participant in
the business of seeking mergers with and acquisitions of business entities.
A large number of established and well-financed entities, including
venture capital firms, are active in mergers and acquisitions of
companies which may be merger or acquisition target candidates for
Whiffletree. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than Whiffletree
and, consequently, Whiffletree will be at a competitive disadvantage in
identifying possible business opportunities and successfully completing a
business combination. Moreover, Whiffletree will also
compete with numerous other small public companies in seeking merger
or acquisition candidates.
There is no agreement for a business combination and no minimum
requirements for business combination.
Tiber Creek is continually in discussion with various entities who
are considering the use of a reporting company as part of the process of
going public. As of the date of this registration statement, Whiffletree
has no current arrangement, agreement or understanding with respect
to engaging in a business combination with a specific entity. When,
if at all, Whiffletree enters into a business combination it will file
the required reports with the Securities and Exchange Commission. There
can be no assurance that Whiffletree will be successful in identifying and
evaluating suitable business opportunities or in concluding a business
combination. No particular industry or specific business within an
industry has been selected for a target company. Whiffletree has not
established a specific length of operating history or a specified level
of earnings, assets, net worth or other criteria which it will require a
target company to have achieved, or without which Whiffletree would not
consider a business combination with such business entity. Accordingly,
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Whiffletree may enter into a business combination with a business entity
having no significant operating history, losses, limited or no potential
for immediate earnings, limited assets, negative net worth or other
negative characteristics. There is no assurance that Whiffletree will be
able to negotiate a business combination on terms favorable to Whiffletree.
Reporting requirements may delay or preclude acquisition.
Pursuant to the requirements of Section 13 of the Exchange Act,
Whiffletree is required to provide certain information about significant
acquisitions including audited financial statements of the acquired
company. Obtaining audited financial statements is the economic
responsibility of the target company. The additional time and costs that
may be incurred by some potential target companies to prepare such
financial statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by Whiffletree.
Prospects that do not have or are unable to obtain the required audited
statements may not be appropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.
Notwithstanding a target company's agreement to obtain audited financial
statements within the required time frame, such audited financial
statements may not be available to Whiffletree at the time of entering into
an agreement for a business combination. In cases where audited financial
statements are unavailable, Whiffletree will have to rely upon information
that has not been verified by outside auditors in making its decision to
engage in a transaction with the business entity. This risk increases the
prospect that a business combination with such a target company might
prove to be an unfavorable one for Whiffletree.
Regulation under Investment Company Act.
In the event Whiffletree engages in business combinations which result
in Whiffletree holding passive investment interests in a number of entities,
Whiffletree could be subject to regulation under the Investment Company
Act of 1940. Passive investment interests, as used in the Investment
Company Act, essentially means investments held by entities which do not
provide management or consulting services or are not involved in the
business whose securities are held. In such event, Whiffletree would be
required to register as an investment company and could be expected to
incur significant registration and compliance costs. Whiffletree has
obtained no formal determination from the Securities and Exchange
Commission as to the status of Whiffletree under the Investment Company
Act of 1940. Any violation of such Act could subject Whiffletree to
material adverse consequences.
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Probable change in control and management.
A business combination involving the issuance of the common stock of
Whiffletree will, in all likelihood, result in shareholders of a target
company obtaining a controlling interest in Whiffletree. As a condition of
the business combination agreement, the shareholders of Whiffletree may
agree to sell, transfer or retire all or a portion of their stock of
Whiffletree to provide the target company with all or majority control.
The resulting change in control of Whiffletree will likely result in removal
of the present officers and directors of Whiffletree and a corresponding
reduction in or elimination of their participation in the future affairs
of Whiffletree.
Possible change in value of shares upon business combination.
A business combination normally will involve the issuance of a
significant number of additional shares. Depending upon the value of the
assets acquired in such business combination, the per share value of the
common stock of Whiffletree may increase or decrease, perhaps
significantly.
Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination Whiffletree may
undertake.
Currently, such transactions may be structured so as to result in
tax-free treatment to both companies, pursuant to various federal and
state tax provisions. Whiffletree intends to structure any business
combination so as to minimize the federal and state tax consequences to
both Whiffletree and the target company; however, there can be no assurance
that such business combination will meet the statutory requirements of a
tax-free reorganization or that the parties will obtain the intended
tax-free treatment upon a transfer of stock or assets. A non-qualifying
reorganization could result in the imposition of both federal and state
taxes which may have an adverse effect on both parties to the transaction.
Any potential acquisition or merger with a foreign company may
create additional risks.
If Whiffletree enters into a business combination with a foreign
concern it will be subject to risks inherent in business operations outside
of the United States. These risks include, for example, currency
fluctuations, regulatory problems, punitive tariffs, unstable local tax
policies, trade embargoes, risks related to shipment of raw materials and
finished goods across national borders and cultural and language
differences. Foreign economies may differ favorably or unfavorably from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, capital investment,
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resource self-sufficiency, balance of payments positions, and in other
respects. Any business combination with a foreign company may result in
control of Whiffletree by individuals who are not resident in the United
States and in assets which are located outside the United States, either
of which could significantly reduce the ability of the shareholders to
seek or enforce legal remedies against Whiffletree.
ITEM 2. FINANCIAL INFORMATION
PLAN OF OPERATION.
Whiffletree has had no operating history nor any revenues or earnings
from operations. Whiffletree has no significant assets or financial
resources. The Company has not generated revenues and has no income or
cash flows from operations since inception. Whiffletree has sustained
losses to date and will, in all likelihood, continue to sustain expenses
without corresponding revenues, at least until the consummation of a
business combination.
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 Whiffletree. Tiber Creek Corporation, a company
affiliated with management, will pay all expenses incurred by Whiffletree
until a business combination is effected, without repayment although no
loan agreement or other contract has been entered into regarding such
payment by Tiber Creek.
There is no assurance that Whiffletree will ever be profitable.
Whiffletree has no operations nor does it currently engage in any
business activities generating revenues. Whiffletree's principal business
objective for the following 12 months is to achieve a business combination
with a target company.
Whiffletree anticipates that during the 12 months following the date of
this registration statement, it will incur costs related to (i) filing
reports as required by the Securities Exchange Acct of 1934, including
accounting fee and (ii) payment of annual corporate fees. It is
anticipated that such expenses will not exceed $5,000 although Tiber Creek
has not set a limit on the amount of expenses it will pay on behalf of
Whiffletree. Tiber Creek Corporation will pay all expenses of the Company
without repayment until such timeas a business combination is effected.
There is no written agreement between Tiber Creek Corporation and
Whiffletree. Tiber Creek is owned by James Cassidy and James Cassidy is also
one of the two shareholders and directors of the Registrant. Through
Mr. Cassidy, there is an unwritten understanding that Tiber Creek will
fund the expenses of the Registrant until the consummation of a business
combination. Because of the nature of the Registrant and its absence
of any on-going operations, these expenses are anticipated to be
relatively low.
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Search for Target Company
Tiber Creek Corporation will supervise the search for target companies
as potential candidates for a business combination.
Tiber Creek Corporation has entered, and anticipates that it will enter,
into agreements with consultants to assist it in locating a target company
and may share stock received by it or an affiliate in Whiffletree with, or
grant options on such stock to, such referring consultants and may make
payment to such consultants from its own resources. There is no
minimum or maximum amount of stock, options, or cash that Tiber Creek
Corporation may grant or pay to such consultants. Tiber Creek
Corporation is solely responsible for the costs and expenses of its
activities in seeking a potential target company, including any agreements
with consultants, and Whiffletree has no obligation to pay any costs
incurred or negotiated by Tiber Creek Corporation.
Tiber Creek Corporation may seek to locate a target company through
solicitation. Such solicitation may include newspaper or magazine
advertisements, mailings and other distributions to law firms, accounting
firms, investment bankers, financial advisors and similar persons, the use
of one or more web sites and similar methods. Tiber Creek Corporation
may utilize consultants in the business and financial communities for
referrals of potential target companies. However, there is no assurance
that Tiber Creek Corporation will locate a target company for a business
combination.
In addition, the officers and directors of Whiffletree will seek to
locate a target company. It is anticipated that those officers and
directors will attempt to locate target companies through the use of
contacts and introductions from persons known to them.
Once a target company is located, the board of directors of
Whiffletree will determine whether to enter into a business combination
with such target. The directors of Whiffletree are also its only
shareholders and will be provided with the information necessary to
determine whether to enter into such a business combination.
Tiber Creek Corporation may provide assistance to target companies
incident to and following a business combination, and receive payment for
such assistance from target companies.
Management of Whiffletree
Whiffletree has no full time employees. James Cassidy and James
McKillop are the officers and directors of Whiffletree and its indirect
beneficial shareholders. Mr. Cassidy, as president of Whiffletree, and Mr.
McKillop as vice president, will allocate a limited portion of time to the
activities of Whiffletree without compensation. Potential conflicts may
arise with respect to the limited time commitment by management and the
potential demands of the activities of Whiffletree.
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The amount of time spent by Mr. Cassidy or Mr. McKillop on the
activities of Whiffletree is not predictable. Such time may vary widely
from an extensive amount when reviewing a target company and effecting
a business combination to an essentially quiet time when activities of
management focus elsewhere. It is impossible to predict the amount of
time that will actually be required to spend to review suitable target
companies.
General Business Plan
The purpose of Whiffletree is to seek, investigate and, if such
investigation warrants, effect a business combination with a business
entity which desires to seek the perceived advantages of a corporation
which has a class of securities registered under the Exchange Act.
Whiffletree will not restrict its search to any specific business, industry,
or geographical location and Whiffletree may participate in a business
venture of virtually any kind or nature. Management anticipates that it
will be able to participate in only one potential business venture because
Whiffletree has nominal assets and limited financial resources. This lack
of diversification should be considered a substantial risk to the
shareholders of Whiffletree because it will not permit Whiffletree to offset
potential losses from one venture against gains from another.
Whiffletree may seek a business opportunity with entities which
have recently commenced operations, or which wish to utilize the public
marketplace in order to raise additional capital in order to expand into
new products or markets, to develop a new product or service, or for other
corporate purposes.
The most likely target companies are those 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.
Whiffletree has, and will continue to have, no capital with which to
provide the owners of business entities with any cash or other assets.
However, Whiffletree offers owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a reporting
company.
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The analysis of new business opportunities will be undertaken by,
or under the supervision of, the officers and directors of Whiffletree.
In analyzing prospective business opportunities, Whiffletree 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 Whiffletree
to search for and enter into potential business opportunities.
Whiffletree is subject to the reporting requirements of the
Exchange Act. Included in these requirements is the duty of Whiffletree
to file audited financial statements reporting a business combination
which is required to be filed with the Securities and Exchange Commission
upon completion of the combination.
Because of the time required to prepare financial statements, a
target company which has entered into a business combination agreement
may wish to take control of Whiffletree before the target company has
completed its audit. Among other things, this will allow the target
company to announce the pending combination through filings with the
Securities and Exchange Commission which will then be available to the
financial community, potential investors, and others. In such case,
Whiffletree will only have access to unaudited and possibly limited
financial information about the target company in making a decision to
combine with that company.
Whiffletree will not restrict its search 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 Whiffletree 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 Whiffletree
may offer.
Following a business combination Whiffletree may require the
services of others in regard to accounting, legal services, underwritings
and corporate public relations. Tiber Creek Corporation may recommend
one or more underwriters, financial advisors, accountants, public relations
firms or other consultants to provide such services.
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Terms of a Business Combination
In implementing a structure for a particular business acquisition,
Whiffletree may become a party to a merger, consolidation, reorganization,
joint venture, licensing agreement or other arrangement with another
corporation or entity. On the consummation of a transaction, it is likely
that the present management and shareholders of Whiffletree will no longer
be in control of Whiffletree. In addition, it is likely that the officers
and directors of Whiffletree will, as part of the terms of the business
combination, resign and be replaced by one or more new officers and
directors.
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. Whiffletree will likely
register all or a part of such securities for public trading after the
transaction is consummated. If such registration occurs, it will be
undertaken by the surviving entity after Whiffletree has entered into an
agreement for a business combination or has consummated a business
combination and Whiffletree is no longer considered a blank check
company. The issuance of additional securities and their potential sale
into any trading market which may develop in the securities of Whiffletree
may depress the market value of the securities of Whiffletree in the
future if such a market develops, of which there is no assurance.
While the terms of a business transaction to which Whiffletree 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.
Whiffletree will participate in a business combination only after the
negotiation and execution of appropriate agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will
require certain representations and warranties of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by the parties prior to and after such
closing and will include miscellaneous other terms.
James Cassidy and James McKillop, the officers and directors of
Whiffletree, will provide their services without charge or repayment by
Whiffletree.
Undertakings and Understandings Required of Target Companies
As part of a business combination agreement, Whiffletree intends to
obtain certain representations and warranties from a target company as to
its conduct following the business combination. Such representations and
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warranties may include (i) the agreement of the target company to make all
necessary filings and to take all other steps necessary to remain a
reporting company under the Exchange Act for at least a specified period
of time; (ii) imposing certain restrictions on the timing and amount of the
issuance of additional free-trading stock, including stock registered on
Form S-8 or issued pursuant to Regulation S and (iii) giving assurances of
ongoing compliance with the Securities Act, the Exchange Act, the
General Rules and Regulations of the Securities and Exchange
Commission, and other applicable laws, rules and regulations.
A potential target company should be aware that the market price and
trading volume of the securities of Whiffletree, when and if listed for
secondary trading, may depend in great measure upon the willingness and
efforts of successor management to encourage interest in Whiffletree
within the United States financial community. Whiffletree does not have
the market support of an underwriter that would normally follow a public
offering of its securities. Initial market makers are likely to simply
post bid and asked prices and are unlikely to take positions in
Whiffletree's securities for their own account or customers without active
encouragement and a basis for doing so. In addition, certain market
makers may take short positions in Whiffletree's securities, which may
result in a significant pressure on their market price. Whiffletree may
consider the ability and commitment of a target company to actively
encourage interest in Whiffletree's securities following a business
combination in deciding whether to enter into a transaction with such
company.
A business combination with Whiffletree separates the process of
becoming a public company from the raising of investment capital. As a
result, a business combination with Whiffletree normally will not be a
beneficial transaction for a target company whose primary reason for
becoming a public company is the immediate infusion of capital.
Whiffletree may require assurances from the target company that it has or
that it has a reasonable belief that it will have sufficient sources of
capital to continue operations following the business combination. However,
it is possible that a target company may give such assurances in error, or
that the basis for such belief may change as a result of circumstances
beyond the control of the target company.
Competition
Whiffletree will remain an insignificant participant among the firms
which engage in the acquisition of business opportunities. There are
many established venture capital and financial concerns which have
significantly greater financial and personnel resources and technical
expertise than Whiffletree. In view of Whiffletree's combined extremely
limited financial resources and limited management availability,
Whiffletree will continue to be at a significant competitive disadvantage
compared to Whiffletree's competitors.
15
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ITEM 3. PROPERTIES.
Whiffletree has no properties and at this time has no agreements to
acquire any properties. Whiffletree currently uses the offices of Tiber
Creek Corporation in Los Angeles, California, at no cost to Whiffletree.
Tiber Creek Corporation will continue this arrangement until Whiffletree
completes a business combination.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The following table sets forth each person known by Whiffletree to be
the beneficial owner of five percent or more of the common stock of
Whiffletree, all directors individually and all directors and officers of
Whiffletree as a group. Except as noted, each person has sole voting and
investment power with respect to the shares shown.
Name and Address Amount of Beneficial
of Beneficial Owner Ownership Percentage of Class
------------------------ -------------------- -------------------
James Cassidy (1) 10,000,000 50%
215 Apolena Avenue
Newport Beach, CA 92662
James McKillop (2) 10,000,000 50%
9454 Wilshire Boulevard
Beverly Hills, California 90212
All Executive Officers and 20,000,000 100%
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 Whiffletree 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 Whiffletree owned by it.
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ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
Whiffletree has two directors and officers as follows:
Name Age Positions and Offices Held
James Cassidy 76 President, Secretary, Director
James McKillop 52 Vice President, Director
Set forth below are the name of the directors and officers of
Whiffletree, all positions and offices held and the business experience
during at least the last five years:
James Cassidy, Esq., LL.B., LL.M., serves as a director,
president and secretary of Whiffletree. Mr. Cassidy received a Bachelor of
Science in Languages and Linguistics from Georgetown University in
1960, a Bachelor of Laws from The Catholic University School of Law in
1963, and a Master of Laws in Taxation from The Georgetown University
School of Law in 1968. From 1963-1964, Mr. Cassidy was law clerk to
the Honorable Inzer B. Wyatt of the United States District Court for the
Southern District of New York. From 1964-1965, Mr. Cassidy was law
clerk to the Honorable Wilbur K. Miller of the United States Court of
Appeals for the District of Columbia. From 1969-1975, Mr. Cassidy was
an associate of the law firm of Kieffer & Moroney and a principal in the
law firm of Kieffer & Cassidy, Washington, D.C. From 1975 to date, Mr.
Cassidy has been a principal in the law firm of Cassidy & Associates, and
its predecessors, specializing in securities law and related corporate and
federal taxation matters. Mr. Cassidy also serves as President, sole
director and shareholder of Tiber Creek Corporation, which is a shareholder
of Whiffletree. Tiber Creek also provides services to companies in
assisting it them in becoming public companies and with introductions
to the financial community. Mr. Cassidy is a member of the bars of the
District of Columbia and the State of New York, and is admitted to
practice before the United States Tax Court and the United States Supreme
Court. Whiffletree believes Mr. Cassidy to have the business experience
necessary to serve as a director of Whiffletree as it seeks to enter into a
business combination. As a lawyer involved in business transactions and
securities matters, Mr. Cassidy has had ample experience in evaluating
companies and management, understanding business plans, assisting in
capital raising and determining corporate structure and objectives.
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James McKillop serves as a director and vice president of
Whiffletree. Mr. McKillop began his career at Merrill Lynch. Mr. McKillop
has also been involved in financial reporting and did a daily stock market
update for KPCC radio in Pasadena, California. Mr. McKillop is the founder
of MB Americus LLC which specializes in consulting and public relations.
Mr. McKillop has provided consulting services to Tiber Creek Corporation
for more than five years. Mr. McKillop has written articles for varous
publications on financial matters. He has been a past member of the World
Affairs Council. Mr. McKillop received his Bachelor of Arts in Economics
in 1984 from the University of California at Los Angeles. With his
background in financial and securities matters, Whiffletree believes Mr.
McKillop to have experience and knowledge that will serve Whiffletree in
seeking, evaluting and determining a suitable target company.
There are no agreements or understandings for the above-named
officers or directors to resign at the request of another person and the
above-named officers and directors are not acting on behalf of nor will
act at the direction of any other person.
Recent Blank Check Companies
James Cassidy, the president and a director of Whiffletree and
James McKillop, vice president and a director of Whiffletree, are involved
with other existing blank check companies, and in creating additional
similar companies. The initial business purpose of each of these
companies was or is to engage in a business combination with an
unidentified company or companies and each were or will be classified as
a blank check company until completion of a business combination.
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The information summarizes the blank check companies with
which Mr. Cassidy and/or Mr. McKillop is or has been involved in the
past five years which filed a registration statement on Form 10 or Form
10-SB. In most instances that a business combination is transacted with
one of these companies, it is required to file a Current Report on Form
8-K describing the transaction. Reference is made to the Current Report
on Form 8-K filed for any company listed below and for additional detailed
information concerning the business combination entered into by that
company.
Cabinet Acquisition Corporation: Form 10-SB filed on 8/28/2000,
file number 0-31398. Mr. Cassidy was the sole indirect beneficial
shareholder, officer and director of the corporation. On October 8, 2009,
the corporation effected a change in control with the redemption of stock
and the issuance of additional stock and the election of new directors and
appointment of new officers. Mr. Cassidy retained 500,000 shares and
resigned from all offices and as a director.
Canistel Acquisition Corporation. Form 10 filed on May 23, 2008,
file number 000-53255. Mr. Cassidy was the sole officer and director
and Mr. McKillop was an employee of the corporation. Mr. Cassidy and Mr.
McKillop were the only shareholders and each was indirect beneficial
shareholder. On December 7, 2010, the corporation filed a form 8-K
noticing the change of control effected on December 3, 2010 with
redemption of 250,000 shares from each of the then two shareholders, the
issuance of additional shares of common stock, the election of new
directors and appointment of new officers. Mr. Cassidy and Mr. McKillop
each retained 250,000 shares. Mr. Cassidy resigned from all offices and
as a director and Mr. McKillop resigned as an employee. On December 3,
2010, Canistel changed its name to Opera Jet International, Ltd.
Console Acquisition Corporation: Form 10 filed on May 23, 2008,
file number 000-53257. Mr. Cassidy was the sole officer and director
and Mr. McKillop was an employee of the corporation. Mr. Cassidy and
Mr. McKillop were the only shareholders and each was indirect beneficial
shareholder. On December 22, 2009, the corporation filed a form 8-K
noticing the change of control effected on December 21, 2009 with the
issuance of additional shares of common stock, the election of new
directors and appointment of new officers. Mr. Cassidy and Mr. McKillop
each retained 250,000 shares. Mr. Cassidy resigned from all offices and
as a director and Mr. McKillop resigned as an employee.
Hightower Acquisition Corporation: Form 10 filed on May 23,
2008, file number 000-53258. Mr. Cassidy was the sole officer and
director and Mr. McKillop was an employee of the corporation. Mr.
Cassidy and Mr. McKillop were the only shareholders and each was
indirect beneficial shareholder. On May 12, 2010, the corporation filed
a form 8-K noticing the change of control effected on May 12, 2010
with redemption of 375,000 shares from each of the then two shareholders,
the issuance of additional shares of common stock, the election of new
directors and appointment of new officers. Mr. Cassidy and Mr. McKillop
each retained 125,000 shares. Mr. Cassidy resigned from all offices and
as a director and Mr. McKillop resigned as an employee. On May 12, 2010,
Hightower changed its name to Adelman Enterprises, Inc.
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Spinnet Acquisition Corporation: Form 10 filed on May 23, 2008,
file number 000-53256 Mr. Cassidy was the sole officer and director and
Mr. McKillop was an employee of the corporation. Mr. Cassidy and Mr.
McKillop were the only shareholders and each was indirect beneficial
shareholder. On October 5, 2009 the corporation filed a form 8-K noticing
the change of control effected on September 30, 2010 with redemption of
250,000 shares from each of the then two shareholders, the issuance of
additional shares of common stock, the election of new directors and
appointment of new officers. Mr. Cassidy and Mr. McKillop each retained
250,000 shares. Mr. Cassidy resigned from all offices and as a director
and Mr. McKillop resigned as an employee. On September 30, 2009, Spinnet
changed its name to VanHolt Group, Ltd.
Greenmark Acquisition Corporation: Form 10 filed on May 23,
2008, file number 000-53259. Mr. Cassidy was the sole officer and director
and Mr. McKillop was an employee of the corporation. Mr. Cassidy and Mr.
McKillop were the only shareholders and each was indirect beneficial
shareholder. On December 14, 2010 the corporation filed a form 8-K noticing
the change of control effected on December 13, 2010 with the issuance of
additional shares of common stock, the election of new directors and
appointment of new officers. Mr. Cassidy and Mr. McKillop each retained
500,000 shares. Mr. Cassidy resigned from all offices and as a director
and Mr. McKillop resigned as an employee. On December 11, 2011, Greenmark
changed its name to Powerdyne International, INc.
Alderwood Acquisition Corporation: Form 10 filed on October 7,
2010, file number 000-54148. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop were the only shareholders and
each was indirect beneficial owner of 10,000,000 shares. On July 20, 2011
the corporation filed a Form 8-K noticing the change of control effected
July 15, 2011 with the redemption of 19,800,000 shares of the 20,000,000
shares of outstanding stock, issuance of additional shares of common stock,
the election of new directors and appointment of new officers. Mr. Cassidy
and Mr. McKillop each beneficially retained 100,000 shares of stock.
Messrs. Cassidy and McKillop each resigned from all offices and as
directors. The name of the corporation was changed to SGreenTech
Group Ltd. and subsequently changed to Pixtel Group Ltd.
Oakwood Acquisition Corporation: Form 10 filed on October 7,
2010, file number 000-54147. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop were the only shareholders and
each was indirect beneficial owner of 10,000,000 shares. On December 12,
2011 the corporation filed a Form 8-K noticing the change of control effected
November 30, 2011 with the redemption of 19,500,000 shares of the 20,000,000
shares of outstanding stock, issuance of additional shares of common stock,
the election of new directors and appointment of new officers. Mr. Cassidy
and Mr. McKillop each beneficially retained 250,000 shares of stock.
Messrs. Cassidy and McKillop each resigned from all offices and as
directors. The name of the corporation was changed to Bristol
Rhace Natural Resource Corporation
Pinewood Acquisition Corporation: Form 10 filed on October 7,
2010, file number 000-54146. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop were the only shareholders and
each was indirect beneficial owner of 10,000,000 shares. On June 1,
2011, Pinewood Acquisition Corporation filed a Form 8-K noticing the
change of control effected May 25, 2011 with the redemption of an
aggregate of 19,500,000 of the then 20,000,000 shares of outstanding
common stock, issuance of additional shares of common stock, the
election of new directors and appointment of new officers. Mr. Cassidy
and Mr. McKillop each beneficially retained 250,000 shares of stock.
Messrs. Cassidy and McKillop each resigned from all offices and as
directors. The name of the corporation was changed to De Yang
International Group Ltd. and subsequently changed to Fun World
Media, Inc.
Sherwood Acquisition Corporation: Form 10 filed on October 7,
2010, file number 000-54145. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop were the only shareholders and
each was indirect beneficial owner of 10,000,000 shares. On July 22,
2011, Sherwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected July 20, 2011 with the redemption of an
aggregate of 19,800,000 shares of the then 20,000,000 shares of
of outstanding common stock, issuance of additional shares of common
stock, the election of new directors and appointment of new officers.
Mr. Cassidy and Mr. McKillop each beneficially retained 100,000 shares
of stock. Messrs. Cassidy and McKillop each resigned from all offices
and as directors.
Beachwood Acquisition Corporation: Form 10 filed on June 2,
2011, file number 000-54423. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop were the only shareholders and
each was indirect beneficial owner of 10,000,000 shares. On August 31,
2011 Beachwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected August 31, 2011 with the redemption of an
aggregate of 18,500,000 shares of the then outstanding 20,000,000 shares
of common stock, issuance of additional shares of common stock, the
election of new directors and appointment of new officers. Mr.
Cassidy and Mr. McKillop each beneficially retained 750,000 shares
of stock. Messrs. Cassidy and McKillop each resigned from all ofices
and as directors. The name of the corporation was changed to
BioPharma Manufacturing Solutions Inc.
Boxwood Acquisition Corporation: Form 10 filed on June 2,
2011, file number 000-54424. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop were the only shareholders and
each was indirect beneficial owner of 10,000,000 shares. On November 1,
2011 Boxwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected October 28, 2011 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000 shares
of common stock, issuance of additional shares of common stock, the
election of new directors and appointment of new officers. Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares
of stock. Messrs. Cassidy and McKillop each resigned from all ofices
and as directors. The name of the corporation was changed to
GreenPower International Group, Ltd.
Cottonwood Acquisition Corporation: Form 10 filed on June 2,
2011, file number 000-54425. Mr. Cassidy and Mr. McKillop were the only
shareholders and each was indirect beneficial owner of 10,000,000 shares.
On November 2, 2011 Cottonwood Acquisition Corporation filed a Form 8-K
noticing the change of control effected October 30, 2011 with the redemption
of an aggregate of 19,700,000 shares of the then outstanding 20,000,000
shares of common stock, issuance of additional shares of common stock,
the election of new directors and appointment of new officers. Mr.
Cassidy and Mr. McKillop each beneficially retained 150,000 shares
of stock. Messrs. Cassidy and McKillop each resigned from all ofices
and as directors. The name of the corporation was changed to
Creative Entertainment Holdings, Inc.
Driftwood Acquisition Corporation: Form 10 filed on June 2,
2011, file number 000-54426. Mr. Cassidy and Mr. McKillop were the only
shareholders and each was indirect beneficial owner of 10,000,000 shares.
On February 28, 2012, Driftwood Acquisition Corporation filed a Form 8-K
noticing the change of control effected February 1, 2012 with the redemption
of an aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock, issuance of additional shares of common stock,
the election of new directors and appointment of new officers. Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares
of stock. Messrs. Cassidy and McKillop each resigned from all ofices
and as directors. The name of the corporation was changed to Pivotal
Group, Inc.
Moosewood Acquisition Corporation: Form 10 filed on June 2,
2011, file number 000-54427. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders
and each is indirect beneficial owner of 10,000,000 shares.
Amberwood Acquisition Corporation: Form 10 filed on November 8,
2011, file number 000-54541. Mr. Cassidy and Mr. McKillop were the only
shareholders and each was indirect beneficial owner of 10,000,000 shares.
Amberwood Acquisition Corporation filed a Form 8-K noticing the change
of control effected March 27, 2012 with the redemption of an aggregate
of 19,500,000 shares of the then outstanding 20,000,000 shares of
common stock, issuance of additional shares of common stock, the
election of new directors and appointment of new officers. Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares
of stock. Messrs. Cassidy and McKillop each resigned from all ofices
and as directors. The name of the corporation was changed to American
Laser Healthcare Corporation.
Bluewood Acquisition Corporation: Form 10 filed on November 8,
2011, file number 000-54542. Mr. Cassidy and Mr. McKillop were the only
shareholders and each was indirect beneficial owner of 10,000,000 shares.
On April 30, 2012, Bluewood Acquisition Corporation filed a Form 8-K
noticing the change of control effected April 30, 2012 with the redemption
of an aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock, issuance of additional shares of common stock,
the election of new directors and appointment of new officers. Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares
of stock. Messrs. Cassidy and McKillop each resigned from all ofices
and as directors. The name of the corporation was changed to Xtreme
Healthcare Corporation.
Rosewood Acquisition Corporation: Form 10 filed on November 8,
2011, file number 000-54544. Mr. Cassidy and Mr. McKillop were the only
shareholders and each was indirect beneficial owner of 10,000,000 shares.
On April 3, 2012, Rosewood Acquisition Corporation filed a Form 8-K
noticing the change of control effected March 31, 2012 with the redemption
of an aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock, issuance of additional shares of common stock,
the election of new directors and appointment of new officers. Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares
of stock. Messrs. Cassidy and McKillop each resigned from all ofices
and as directors.
Silverwood Acquisition Corporation: Form 10 filed on November 8,
2011, file number 000-54545. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders
and each is indirect beneficial owner of 10,000,000 shares.
Yellowwood Acquisition Corporation: Form 10 filed on November 8,
2011, file number 000-54546. Mr. Cassidy and Mr. McKillop were the only
shareholders and each was indirect beneficial owner of 10,000,000 shares.
On April 17, 2012, Yellowwood Acquisition Corporation filed a Form 8-K
noticing the change of control effected April 17, 2012 with the redemption
of an aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock, issuance of additional shares of common stock,
the election of new directors and appointment of new officers. Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares
of stock. Messrs. Cassidy and McKillop each resigned from all ofices
and as directors.
Bentwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54590. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders
and each is indirect beneficial owner of 10,000,000 shares.
Hardwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54591. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders
and each is indirect beneficial owner of 10,000,000 shares.
Lightwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54592. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders
and each is indirect beneficial owner of 10,000,000 shares.
Roundwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54593. Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively, Mr. Cassidy and Mr. McKillop are the only shareholders
and each is indirect beneficial owner of 10,000,000 shares.
Timberwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54594. Mr. Cassidy and Mr. McKillop were the only
shareholders and each was indirect beneficial owner of 10,000,000 shares.
On May 15, 2012, Timberwood Acquisition Corporation filed a Form 8-K
noticing the change of control effected May 12, 2012 with the redemption
of an aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock, issuance of additional shares of common stock,
the election of new directors and appointment of new officers. Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares
of stock. Messrs. Cassidy and McKillop each resigned from all ofices
and as directors.
Conflicts of Interest
The officers and directors of Whiffletree have organized and expect to
organize other companies of a similar nature and with a similar purpose.
Consequently, there are potential inherent conflicts of interest. In
addition, insofar as either Mr. Cassidy or Mr. McKillop may be engaged in
other business activities, they may devote only a portion of time to the
affairs of Whiffletree.
Messrs. Cassidy and McKillop are also the directors of, and sole
beneficial shareholders of the following companies which have filed
registration statements on Form 10 for the registration of their common
stock pursuant to the Securities Exchange Act concurrently with the filing
of this registration statement:
Entree Acquisition Corporation
Gumtree Acquisition Corporation
Sagetree Acquisition Corporation
Saddletree Acquisition Corporation
In addition to those companies listed immediately above, at the
time of the filing of this registration statement, Mr. Cassidy and
Mr. McKillop are the sole shareholders of the following companies,
as listed in the preceeding section above: Bentwood Acquisition
Corporation, Bluewood Acquisition Corporation, Hardwood Acquisition
Corporation, Lightwood Acquisition Corporation, Moosewood Acquisition
Corporation, and Roundwood Acquisition Corporation which are all
blank check companies with a purpose similar to that of Whiffletree.
A conflict may arise with these listed blank check companies which
also seek target companies. It is anticipated that target companies will
be located for Whiffletree and other blank check companies in chronological
order of the date of filing of the Form 10 registration statement of such
blank check companies with the Securities and Exchange Commission or,
in the case of blank check companies with the same filing date,
alphabetically, or by arbitrary selection.
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Other blank check companies may differ from Whiffletree in certain
items such as place of incorporation, number of shares and shareholders,
working capital, types of authorized securities, or other items. It may
be that a target companymay be more suitable for or may prefer a certain
blank check company other than Whiffletree. In such case, a business
combination might be negotiated on behalf of the more suitable or
preferred blank check company.
Mr. Cassidy and/or Mr. McKillop may become associated with
additional blank check companies prior to the time that Whiffletree has
effected a business combination.
Mr. Cassidy is the principal of Cassidy & Associates, a securities
law firm. As such, demands may be placed on the time of Mr. Cassidy
which will detract from the amount of time he is able to devote to
Whiffletree. Mr. Cassidy intends to devote as much time to the activities
of Whiffletree as required. However, should such a conflict arise, there
is no assurance that Mr. Cassidy would not attend to other matters prior
to those of Whiffletree.
Mr. Cassidy is the president, sole director and shareholder of
Tiber Creek Corporation, which is a shareholder of Whiffletree. At the
time of a business combination, some or all of the shares of common stock
owned by Tiber Creek Corporation may be retired by Whiffletree. The
amount of common stock which may be sold or continued to be owned by
Tiber Creek Corporation cannot be determined at this time.
Mr. McKillop is the manager and sole member of MB Americus
LLC which is a shareholder of Whiffletree. At the time of a business
combination, some or all of the shares of common stock owned by MB
Americus LLC may be purchased or retired by Whiffletree. The amount
of common stock which may be sold or continued to be owned by MB
Americus cannot be determined at this time.
The terms of a business combination may provide for a nominal
payment by cash to Tiber Creek Corporation and MB Americus LLC for
the retirement of all or part of the common stock of Whiffletree owned by
them.
Investment Company Act of 1940
Although Whiffletree will be subject to regulation under the
Securities Act and the Exchange Act, management believes Whiffletree
will not be subject to regulation under the Investment Company Act of
1940 insofar as Whiffletree will not be engaged in the business of
investing or trading in securities.
21
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In the event Whiffletree engages in business combinations which
result in Whiffletree holding passive investment interests in a number of
entities, Whiffletree could be subject to regulation under the Investment
Company Act of 1940. In such event, Whiffletree would be required to
register as an investment company and could be expected to incur
significant registration and compliance costs. Whiffletree has obtained
no formal determination from the Securities and Exchange Commission as
to the status of Whiffletree under the Investment Company Act of 1940.
Any violation of such Act would subject Whiffletree to material adverse
consequences.
ITEM 6. EXECUTIVE COMPENSATION
The officers and directors of Whiffletree do not receive any
compensation for services to Whiffletree, have not received such
compensation in the past, and are not accruing any compensation.
However, the officers and directors of Whiffletree are also indirect
beneficial shareholders and anticipate receiving possible benefits as
beneficial shareholders if the value of the shares of Whiffletree increase
after a business transaction is effected as in such business transaction
they will likely retain some of their shares in Whiffletree and would
benefit from any such increase in share value.
Cassidy & Associates may perform legal services for Whiffletree
after the business combination and Mr. Cassidy is a principal of such
law firm.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by Whiffletree for
the benefit of employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS AND DIRECTOR INDEPENDENCE.
Whiffletree has issued a total of 20,000,000 shares of common stock
pursuant to Section 4(2) of the Securities Act for a total of $2,000
in cash.
James Cassidy is president and a director of Whiffletree and the sole
officer, director and the shareholder of Tiber Creek Corporation,
which is a 50% shareholder of Whiffletree.
James McKillop is vice president and a director of Whiffletree and the
sole manager and member of MB Americus LLC, which is a 50% shareholder
of Whiffletree.
As the organizers and developers of Whiffletree, James Cassidy and
James McKillop may be considered promoters. Mr. Cassidy has provided
services to Whiffletree without charge consisting of preparing and filing
22
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the charter corporate documents and preparing this registration statement.
Tiber Creek Corporation, a company of which Mr. Cassidy is the sole director,
officer and shareholder, has paid and will continue to pay all expenses
incurred by Whiffletree until a business combination is effected, without
repayment. Tiber Creek is a shareholder of Whiffletree and may receive
benefits in the future if the company is able to effect a business combination
beneficial to the company.
Whiffletree 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
that neither Mr. Cassidy nor Mr. McKillop would not be considered
independent directors if it were to do so.
ITEM 8. LEGAL PROCEEDINGS
There is no litigation pending or threatened by or against
Whiffletree.
ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS
(a) Market Price. There is no trading market for Whiffletree's
common stock and there has been no trading market to date. There is no
assurance that a trading market will ever develop or, if such a market
does develop, that it will continue. There is no common stock or other
equity subject to any outstanding options or warrants or any securities
convertible into common stock of Whiffletree nor is any common stock
currently being publicly offered by Whiffletree. At the time of this
registration, no shares issued by Whiffletree are available for sale pursuant
to Rule 144 promulgated pursuant to the Rules and Regulations of the
Securities and Exchange Commission but after the requisite holding period,
the shareholders of Whiffletree could offer their shares for sale pursuant
to such rule. However, all the shareholders of Whiffletree are officers and
directors and as such are subject to the rules governing affiliated persons
for sales pursuant to Rule 144.
Pursuant to Rule 144(i) of the Securities Act of 1933, the safe harbor
provisions provided under Rule 144 are not available to shareholders of
the Company and will continue to be unavailable until at least one year
after the Company ceases to be a company with no or nominal operations and
has filed all reports and other materials required to be filed by
section 13 or 15(d) of the Exchange Act, as applicable, during the preceding
12 months.
(b) Holders. The issued and outstanding shares of the common stock
of Whiffletree were issued to two shareholders in accordance with the
exemptions from registration afforded by Section 4(2) of the Securities
Act of 1933.
(c) Dividends. Whiffletree has not paid any dividends to date, and
has no plans to do so in the immediate future. Whiffletree presently
intends to retain all earnings, if any, for use in its business operations
and accordingly, the Board of Directors does not anticipate declaring any
dividends prior to a business combination. Dividends, if any, would be
contingent upon Whiffletree's revenues and earnings, if any, capital
requirements and financial conditions. The payment of dividends would
be within the discretion of Whiffletree's Board of Directors.
23
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ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, Whiffletree has issued 20,000,000
common shares pursuant to Section 4(2) of the Securities Act of 1933 for
an aggregate purchase price of $2,000:
On April 30, 2012, Whiffletree issued the following shares of its
common stock:
Name Number of Shares Consideration
Tiber Creek Corporation 10,000,000 $1,000
MB Americus LLC 10,000,000 $1,000
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The authorized capital stock of Whiffletree consists of 100,000,000
shares of common stock, par value $0.0001 per share, of which there are
20,000,000 issued and outstanding and 20,000,000 shares of preferred
stock, par value $0.0001 per share, of which none have been designated or
issued.
The following statements relating to the capital stock set forth the
material terms of the securities of Whiffletree; however, reference is made
to the more detailed provisions of, and such statements are qualified in
their entirety by reference to, the certificate of incorporation and the
by-laws, copies of which are filed as exhibits to this registration
statement.
Common Stock
Holders of shares of common stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of
common stock do not have cumulative voting rights. Holders of common
stock are entitled to share ratably in dividends, if any, as may be
declared from time to time by the Board of Directors in its discretion
from funds legally available therefor. In the event of a liquidation,
dissolution or winding up of Whiffletree, the holders of common stock are
entitled to share pro rata all assets remaining after payment in full of
all liabilities. All of the outstanding shares of common stock are fully
paid and non-assessable.
Holders of common stock have no preemptive rights to purchase the
common stock of Whiffletree. There are no conversion or redemption
rights or sinking fund provisions with respect to the common stock.
24
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Preferred Stock
The Board of Directors is authorized to provide for the issuance of
shares of preferred stock in series and, by filing a certificate pursuant
to the applicable law of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such
series and the qualifications, limitations or restrictions thereof without
any further vote or action by the shareholders. Any shares of preferred
stock so issued would have priority over the common stock with respect to
dividend or liquidation rights. Any future issuance of preferred stock may
have the effect of delaying, deferring or preventing a change in control
of Whiffletree without further action by the shareholders and may adversely
affect the voting and other rights of the holders of common stock. At
present, Whiffletree has no plans to issue any preferred stock nor adopt
any series, preferences or other classification of preferred stock.
The issuance of shares of preferred stock, or the issuance of rights
to purchase such shares, could be used to discourage an unsolicited
acquisition proposal. For instance, the issuance of a series of
preferred stock might impede a business combination by including class
voting rights that would enable the holder to block such a transaction,
or facilitate a business combination by including voting rights that
would provide a required percentage vote of the stockholders. In
addition, under certain circumstances, the issuance of preferred stock
could adversely affect the voting power of the holders of the common stock.
Although the Board of Directors is required to make any determination
to issue such stock based on its judgment as to the best interests of the
stockholders of Whiffletree, the Board of Directors could act in a manner
that would discourage an acquisition attempt or other transaction that
some, or a majority, of the stockholders might believe to be in their best
interests or in which stockholders might receive a premium for their stock
over the then market price of such stock. The Board of Directors does not
at present intend to seek stockholder approval prior to any issuance of
currently authorized stock, unless otherwise required by law or otherwise.
Whiffletree has no present plans to issue any preferred stock.
Trading of Securities in Secondary Market
Following a business combination, a target company will normally wish
to cause Whiffletree's common stock to trade in one or more United States
securities markets. The target company may elect to take the steps
required for such admission to quotation following the business
combination or at some later time. Such steps will normally involve filing
a registration statement under the Securities Act. Such registration
statement may include securities held by current shareholders or offered by
Whiffletree, including warrants, shares underlying warrants, and debt
securities.
25
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In order to qualify for listing on the Nasdaq Capital Market, a company
must have at least (i) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income for two of the last three years
of $750,000; (ii) public float of 1,000,000 shares with a market value of
$5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300
round-lot shareholders and (vi) an operating history of one year or, if
less than one year, $50,000,000 in market capitalization. For continued
listing on the Nasdaq Capital Market, a company must have at least (i)
net tangible assets of $2,000,000 or market capitalization of $35,000,000
ornet income for two of the last three years of $500,000; (ii) a public
float of 500,000 shares with a market value of $1,000,000; (iii) a bid
price of$1.00; (iv) two market makers; and (v) 300 round-lot shareholders.
If, after a business combination and qualification of its securities
for trading, Whiffletree does not meet the qualifications for listing on the
Nasdaq Capital Market, Whiffletree may apply for quotation of its
securities on the OTC Bulletin Board.
In order to have its securities quoted on the OTC Bulletin Board a
company must (i) be a company that reports its current financial
information to the Securities and Exchange Commission, banking
regulators or insurance regulators; and (ii) have at least one market
maker who completes and files a Form 211 with Regulation, Inc.
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.
In certain cases Whiffletree may elect to have its securities initially
quoted in the Pink Sheets published by Pink OTC Markets Inc.
In general there is greatest liquidity for traded securities on the
Nasdaq Capital Market, less on the OTC Bulletin Board, and least through
quotation on the Pink Sheets. It is not possible to predict where, if
at all, the securities of Whiffletree will be traded following a business
combination and qualification of its securities for trading.
The National Securities Market Improvement Act of 1996 limited the
authority of states to impose restrictions upon resales of securities made
pursuant to Sections 4(1) and 4(3) of the Securities Act of companies
which file reports under Sections 13 or 15(d) of the Exchange Act. Upon
effectiveness of this registration statement, Whiffletree will be required
to, and will, file reports under Section 13 of the Exchange Act. As a
result, sales of Whiffletree's common stock in the secondary market by the
holders thereof may then be made pursuant to Section 4(1) of the
Securities Act (sales other than by an issuer, underwriter or broker)
without qualification under state securities acts. The resale of such
shares may be subject to the holding period and other requirements of
Rule 144 of the General Rules and Regulations of the Securities and
Exchange Commission.
26
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Transfer Agent
It is anticipated that StockTrans, Inc., Ardmore, Pennsylvania will
act as transfer agent for the common stock of Whiffletree.
Additional Information
This registration statement and all other filings of Whiffletree
when made with the Securities and Exchange Commission may be viewed and
downloaded at the Securities and Exchange Commission's website at
www.sec.gov. Whiffletree will be subject to the reporting requirements
of the Securities Act of 1934 automatically 60 days after filing of
this registration statement.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision
eliminating the personal liability of a director to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 (relating to liability
for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) of the General Corporation Law of the State of Delaware,
or (iv) for any transaction from which the director derived an improper
personal benefit. Whiffletree's certificate of incorporation contains such
a provision.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers or persons
controlling the company pursuant to the foregoing provisions, it is the
opinion of the Securities and Exchange Commission that such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Whiffletree is a smaller reporting company in accordance with Regulation
S-X.
27
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ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
Whiffletree has not changed accountants since its formation and there
are no disagreements with the findings of its accountants.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
Set forth below are the audited financial statements for Whiffletree
for the period ended April 30, 2012. The following financial
statements are attached to this report and filed as a part thereof.
28
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FINANCIAL STATEMENTS FOR
Period from April 23, 2012
(Inception) to April 30, 2012
29
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FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 1
Balance Sheet as of April 30, 2012 2
Statement of Operations for the period from
April 23, 2012 (Inception) to April 30, 2012 3
Statement of Changes in Stockholders' Equity for the
period from April 23, 2012 (Inception) to April 30, 2012 4
Statement of Cash Flows for the period from
April 23, 2012 (Inception) to April 30, 2012 5
Notes to Financial Statements 6-8
______________________________________________________________________
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Whiffletree Acquisition Corporation
(a development stage company)
We have audited the accompanying balance sheet of Whiffletree Acquisition
Corporation (the "Company") as of April 30, 2012, and the related
statements of operations, stockholders' equity and cash flows for
the period from April 23, 2012 (Inception) through April 30, 2012.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audits in accordance with standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The Company was not required to have, nor were we
engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of Company's internal control over
financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of
April 30, 2012 and the results of its operations and its cash flows for
the period from April 23, 2012 (Inception) through April 30, 2012, in
conformity with accounting principles generally accepted in the United
States of America.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has
a loss from operations and an accumulated deficit of $750 from April 23,
2012 (Inception) through April 30, 2012. As discussed in Note 2 to the
financial statements, the Company is in the development stage and a
significant amount of additional capital will be necessary to advance
operations to the point at which the Company is profitable. These
conditions, among others, raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans
concerning these matters are also described in Note 2, which includes
the raising of additional equity financing or merger with another
entity. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
/s/ Anton & Chia LLP
Newport Beach, CA
May 30, 2012
______________________________________________________________________
WHIFFLETREE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
April 30, 2012
---------------
Current assets
Cash $ 2,000
---------------
Total assets $ 2,000
===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ -
---------------
Total liabilities -
---------------
Stockholders' equity
Preferred stock, $0.0001 par value,
20,000,000 shares authorized; none
outstanding -
Common stock, $0.0001 par value,100,000,000
shares authorized; 20,000,000 shares issued
and outstanding 2,000
Additional paid-in capital 750
Deficit accumulated during the
development stage (750)
---------------
Total stockholders' equity 2,000
---------------
Total liabilities and
stockholders' equity $ 2,000
===============
The accompanying notes are an integral part of these financial statements
2
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WHIFFLETREE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
For the period from
April 23, 2012
(Inception) to
April 30, 2012
-----------------
Sales $ -
Cost of sales -
-----------------
Gross profit -
-----------------
Operating expenses 750
-----------------
Net loss $ (750)
==================
Loss per share - basic and diluted $ (0.00)
-----------------
Weighted average shares-basic and diluted 20,000,000
-----------------
The accompanying notes are an integral part of these financial statements
3
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WHIFFLETREE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Deficit
Accumulated
Common Stock Additional During Total
--------------------- Paid-In Development Stockholders'
Shares Amount Capital Stage Equity
--------- -------- --------- ----------- -----------
Balance, April 23,
2012 (Inception) - $ - $ - $ - $ -
Issuance of common stock 20,000,000 2,000 - - 2,000
Additional paid-in capital - - 750 - 750
Net loss - - - (750) (750)
---------- -------- -------- ----------- ---------
Balance,
April 30, 2012 20,000,000 $ 2,000 $ 750 $ (750) $ 2,000
========== ======== ======== =========== =========
The accompanying notes are an integral part of these financial statements
4
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WHIFFLETREE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
For the period from
April 23, 2012
(Inception) to
April 30, 2012
-----------------
OPERATING ACTIVITIES
Net loss $ (750)
--------------
Cash used in operating activities (750)
--------------
FINANCING ACTIVITIES
Proceeds from issuance of common stock 2,000
Proceeds from stockholders' additional
paid-in capital 750
--------------
Cash provided by financing activities 2,750
--------------
Net increase in cash 2,000
Cash, beginning of period -
--------------
Cash, end of period $ 2,000
==============
The accompanying notes are an integral part of these financial statements
5
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WHIFFLETREE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
NATURE OF OPERATIONS
Whiffletree Acquisition Corporation ("Whiffletree" 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. Whiffletree has been in the
developmental stage since inception and its operations to date have been
limited to issuing shares to its original shareholders and filing this
registration statement. Whiffletree will attempt to locate and negotiate
with a business entity for the combination of that target company with
Whiffletree. The combination will normally take the form of a merger,
stock-for-stock exchange or stock-for-assets exchange. In most
instances the target company will 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. No assurances can be given that Whiffletree will be
successful in locating or negotiating with any target company. Whiffletree
has been 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.
BASIS OF PRESENTATION
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 are responsible for their integrity
and objectivity. These accounting policies conform to accounting
principles generally accepted in the United States of America
("GAAP") in all material respects, and have been consistently
applied in preparing the accompanying financial statements.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
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 April 30, 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. As
of April 30, 2012, there were no deferred taxes.
6
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WHIFFLETREE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
EARNINGS PER COMMON SHARE
Basic earnings per common share excludes dilution and is computed by
dividing net income by the weighted average number of common shares
outstanding during the period. Diluted income per common share reflect
the potential dilution that could occur if securities or other contracts
to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that then shared in the loss
of the entity. As of April 30, 2012, there are no outstanding dilutive
securities.
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 level in the fair value hierarchy within which a fair measurement in
its entirety falls is based on the lowest level input that is significant
to the fair value measurement in its entirety.
NOTE 2 - GOING CONCERN
The Company is in the development stage and has incurred a net loss
and an accumulated deficit of $750 since its inception on April 23, 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.
Tiber Creek Corporation, a company affiliated with management, will
pay all expenses incurred by the Company until a change in control
is effected, without repayment. There is no assurance that the Company
will ever be profitable. The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability
and classification of assets or the amounts and classifications of
liabilities that may result should the Company be unable to continue as
a going concern.
7
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WHIFFLETREE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
Adopted
In May 2011, the FASB issued ASU 2011-04, "Amendments to Achieve Common
Fair Value Measurement and Disclosure Requirements in U.S. GAAP and
International Financial Reporting Standards (IFRS) of Fair Value
Measurement Topic 820." ASU 2011-04 is intended to provide a
consistent definition of fair value and improve the comparability
of fair value measurements presented and disclosed in financial
statements prepared in accordance with U.S. GAAP and IFRS. The
amendments include those that clarify the FASB's intent about the
application of existing fair value measurement and disclosure
requirements, as well as those that change a particular principle
or requirement for measuring fair value or for disclosing information
about fair value measurements. This update is effective for annual
and interim periods beginning after December 15, 2011. The adoption
of this ASU did not have a material impact on our financial statements.
NOTE 4 STOCKHOLDERS' EQUITY
The Company is authorized to issue 100,000,000 shares of common
stock and 20,000,000 shares of preferred stock. As of April 30, 2012,
20,000,000 shares of common stock and no preferred stock were issued
and outstanding.
A shareholder made a contribution in the amount of $750.
On April 30, 2012, the Company issued 20,000,000 common shares to
two directors and officers for $2,000 in cash.
NOTE 5 SUBSEQUENT EVENTS
In preparing these financial statements, the Company has evaluated
events and transactions for potential recognition or disclosure through
May 30, 2012, the date the financial statements were available to be
issued, and identified no events or transactions that required
recognition or disclosure.
8
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
3.1 Certificate of Incorporation of Whiffletree
Acquisition Corporation
3.2 By-Laws of Whiffletree Acquisition Corporation
3.3 Specimen stock certificate of Whiffletree
Acquisition Corporation
______________________________________________________________________
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the Registrant caused this registration statement to be signed on
its behalf by the undersigned thereunto duly authorized.
WHIFFLETREE ACQUISITION CORPORATION
By: /s/ James Cassidy, President
Date: May 30, 2012
EX-3.1
3
certwhiffletree.txt
CERTIFICATE OF INCORPORATION
CERTIFICATE OF INCORPORATION
OF
WHIFFLETREE ACQUISITION CORPORATION
ARTICLE ONE
Name
The name of the Corporation is Whiffletree Acquisition Corporation.
ARTICLE TWO
Duration
The Corporation shall have perpetual existence.
ARTICLE THREE
Purpose
The purpose for which this Corporation is organized is to engage
in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
ARTICLE FOUR
Shares
The total number of shares of stock which the Corporation shall
have authority to issue is 120,000,000 shares, consisting of 100,000,000
shares of Common Stock having a par value of $.0001 per share and
20,000,000 shares of Preferred Stock having a par value of $.0001 per
share.
The Board of Directors is authorized to provide for the issuance
of the shares of Preferred Stock in series and, by filing a certificate
pursuant to the applicable law of the State of Delaware, to establish
from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights of the
shares of each such series and the qualifications, limitations or
restrictions thereof.
The authority of the Board of Directors with respect to each
series of Preferred Stock shall include, but not be limited to,
determination of the following:
A. The number of shares constituting that series and the
distinctive designation of that series;
B. The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates, and
the relative rights of priority, if any, of payment of dividends on share
of that series;
C. Whether that series shall have voting rights, in addition to
the voting rights provided by law, and, if so, the terms of such voting
rights;
D. Whether that series shall have conversion privileges, and, if
so, the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of
Directors shall determine;
E. Whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption, including the
date or dates upon or after which they shall be redeemable, and the
amount per share payable in case of redemption, which amount may
vary under different conditions and at different redemption dates;
F. Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms
and amount of such sinking fund;
G. The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of
shares of that series; and
H. Any other relative rights, preferences and limitations of that
series.
ARTICLE FIVE
Commencement of Business
The Corporation is authorized to commence business as soon as
its certificate of incorporation has been filed.
ARTICLE SIX
Principal Office and Registered Agent
The post office address of the initial registered office of the
Corporation and the name of its initial registered agent and its business
address is
Inc. Plan (USA)
Trolley Square
Suite 20 C
Wilmington, Delaware 19806 (County of New Castle)
The initial registered agent is a resident of the State of Delaware.
ARTICLE SEVEN
Incorporator
Lee W. Cassidy, 215 Apolena Avenue, Newport Beach,California 92662
ARTICLE EIGHT
Pre-Emptive Rights
No Shareholder or other person shall have any pre-emptive
rights whatsoever.
ARTICLE NINE
By-Laws
The initial by-laws shall be adopted by the Shareholders or the
Board of Directors. The power to alter, amend, or repeal the by-laws
or adopt new by-laws is vested in the Board of Directors, subject to
repeal or change by action of the Shareholders.
ARTICLE TEN
Number of Votes
Each share of Common Stock has one vote on each matter on
which the share is entitled to vote.
ARTICLE ELEVEN
Majority Votes
A majority vote of a quorum of Shareholders (consisting of the
holders of a majority of the shares entitled to vote, represented in
person or by proxy) is sufficient for any action which requires the vote
or concurrence of Shareholders, unless otherwise required or permitted by
law or the by-laws of the Corporation.
ARTICLE TWELVE
Non-Cumulative Voting
Directors shall be elected by majority vote. Cumulative voting
shall not be permitted.
ARTICLE THIRTEEN
Interested Directors, Officers and Securityholders
A. Validity. If Paragraph (B) is satisfied, no contract or other
transaction between the Corporation and any of its directors, officers or
securityholders, or any corporation or firm in which any of them are
directly or indirectly interested, shall be invalid solely because of this
relationship or because of the presence of the director, officer or
securityholder at the meeting of the Board of Directors or committee
authorizing the contract or transaction, or his participation or vote in
the meeting or authorization.
B. Disclosure, Approval, Fairness. Paragraph (A) shall
apply only if:
(1) The material facts of the relationship or interest of each such
director, officer or securityholder are known or disclosed:
(a) to the Board of Directors or the committee and it
nevertheless authorizes or ratifies the contract or transaction by a
majority of the directors present, each such interested director to be
counted in determining whether a quorum is present but not in
calculating the majority necessary to carry the vote; or
(b) to the Shareholders and they nevertheless authorize or ratify
the contract or transaction by a majority of the shares present, each such
interested person to be counted for quorum and voting purposes; or
(2) the contract or transaction is fair to the Corporation as of the
time it is authorized or ratified by the Board of Directors, the committee
or the Shareholders.
ARTICLE FOURTEEN
Indemnification and Insurance
A. Persons. The Corporation shall indemnify, to the extent
provided in Paragraphs (B), (D) or (F) and to the extent permitted from
time to time by law:
(1) any person who is or was director, officer, agent or
employee of the Corporation, and
(2) any person who serves or served at the Corporation's request
as a director, officer, agent, employee, partner or trustee of another
corporation or of a partnership, joint venture, trust or other enterprise.
B. Extent--Derivative Suits. In case of a suit by or in the
right of the Corporation against a person named in Paragraph (A) by
reason of his holding a position named in Paragraph (A), the
Corporation shall indemnify him, if he satisfies the standard in
Paragraph (C), for expenses (including attorney's fees) actually and
reasonably incurred by him in connection with the defense or settlement
of the suit.
C. Standard--Derivative Suits. In case of a suit by or in the
right of the Corporation, a person named in Paragraph (A) shall be
indemnified only if:
(1) he is successful on the merits or otherwise, or
(2) he acted in good faith in the transaction which is the subject
of the suit, and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation. However, he shall not
be indemnified in respect of any claim, issue or matter as to which he
has been adjudged liable for negligence or misconduct in the
performance of his duty to the Corporation unless (and only to the
extent that) the court in which the suit was brought shall determine,
upon application, that despite the adjudication but in view of all the
circumstances, he is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper.
D. Extent--Nonderivative Suits. In case of a suit, action or
proceeding (whether civil, criminal, administrative or investigative),
other than a suit by or in the right of the Corporation against a person
named in Paragraph (A) by reason of his holding a position named in
Paragraph (A), the Corporation shall indemnify him, if he satisfies the
standard in Paragraph (E), for amounts actually and reasonably incurred
by him in connection with the defense or settlement of the suit as
(1) expenses (including attorneys' fees),
(2) amounts paid in settlement
(3) judgments, and
(4) fines.
E. Standard--Nonderivative Suits. In case of a
nonderivative suit, a person named in Paragraph (A) shall be
indemnified only if:
(1) he is successful on the merits or otherwise, or
(2) he acted in good faith in the transaction which is the subject
of the nonderivative suit, and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Corporation and , with
respect to any criminal action or proceeding, he had no reason to believe
his conduct was unlawful. The termination of a nonderivative suit by
judgement, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption
that the person failed to satisfy this Paragraph (E) (2).
F. Determination That Standard Has Been Met. A
determination that the standard of Paragraph (C) or (E) has been
satisfied may be made by a court of law or equity or the determination
may be made by:
(1) a majority of the directors of the Corporation (whether or
not a quorum) who were not parties to the action, suit or proceeding, or
(2) independent legal counsel (appointed by a majority of the
directors of the Corporation, whether or not a quorum, or elected by the
Shareholders of the Corporation) in a written opinion, or
(3) the Shareholders of the Corporation.
G. Proration. Anyone making a determination under
Paragraph (F) may determine that a person has met the standard as to
some matters but not as to others, and may reasonably prorate amounts
to be indemnified.
H. Advance Payment. The Corporation may pay in advance
any expenses (including attorney's fees) which may become subject to
indemnification under paragraphs (A) - (G) if:
(1) the Board of Directors authorizes the specific payment and
(2) the person receiving the payment undertakes in writing to
repay unless it is ultimately determined that he is entitled to
indemnification by the Corporation under Paragraphs (A) - (G).
I. Nonexclusive. The indemnification provided by Paragraphs
(A) - (G) shall not be exclusive of any other rights to which a person
may be entitled by law or by by-law, agreement, vote of Shareholders or
disinterested directors, or otherwise.
J. Continuation. The indemnification and advance payment
provided by Paragraphs (A) - (H) shall continue as to a person who has
ceased to hold a position named in paragraph (A) and shall inure to his
heirs, executors and administrators.
K. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who holds or who has held any
position named in Paragraph (A) against any liability incurred by him in
any such positions or arising out of this status as such, whether or not
the Corporation would have power to indemnify him against such
liability under Paragraphs (A) - (H).
L. Reports. Indemnification payments, advance payments, and
insurance purchases and payments made under Paragraphs (A) - (K)
shall be reported in writing to the Shareholders of the Corporation with
the next notice of annual meeting, or within six months, whichever is
sooner.
M. Amendment of Article. Any changes in the General
Corporation Law of Delaware increasing, decreasing, amending,
changing or otherwise effecting the indemnification of directors,
officers, agents, or employees of the Corporation shall be incorporated
by reference in this Article as of the date of such changes without
further action by the Corporation, its Board of Directors, of
Shareholders, it being the intention of this Article that directors,
officers, agents and employees of the Corporation shall be indemnified
to the maximum degree allowed by the General Corporation Law of the
State of Delaware at all times.
ARTICLE FIFTEEN
Limitation On Director Liability
A. Scope of Limitation. No person, by virtue of being or
having been a director of the Corporation, shall have any personal
liability for monetary damages to the Corporation or any of its
Shareholders for any breach of fiduciary duty except as to the extent
provided in Paragraph (B).
B. Extent of Limitation. The limitation provided for in this
Article shall not eliminate or limit the liability of a director to the
Corporation or its Shareholders (i) for any breach of the director's duty
of loyalty to the Corporation or its Shareholders (ii) for any acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law (iii) for any unlawful payment of dividends or
unlawful stock purchases or redemptions in violation of Section 174 of
the General Corporation Law of Delaware or (iv) for any transaction for
which the director derived an improper personal benefit.
IN WITNESS WHEREOF, the incorporator hereunto has executed this
certificate of incorporation on this 24th day of April 2012.
/s/ Lee W. Cassidy,
Incorporator
EX-3.2
4
bylawwhiffletree.txt
BYLAWS
WHIFFLETREE ACQUISITION CORPORATION
By-Laws
Article I
The Stockholders
Section 1.1. Annual Meeting. The annual meeting of the
stockholders of Whiffletree Acquisition Corporation (the "Corporation") shall
be held on the third Thursday in May of each year at 10:30 a.m. local
time, or at such other date or time as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting, for
the election of directors and for the transaction of such other business as
may come before the meeting.
Section 1.2. Special Meetings. A special meeting of the stockholders
may be called at any time by the written resolution or request of
two-thirds or more of the members of the Board of Directors, the
president, or any executive vice president and shall be called upon the
written request of the holders of two-thirds or more in amount, of each
class or series of the capital stock of the Corporation entitled to vote at
such meeting on the matters(s) that are the subject of the proposed
meeting, such written request in each case to specify the purpose or
purposes for which such meeting shall be called, and with respect to
stockholder proposals, shall further comply with the requirements of this
Article.
Section 1.3. Notice of Meetings. Written notice of each meeting of
stockholders, whether annual or special, stating the date, hour and place
where it is to be held, shall be served either personally or by mail, not
less than fifteen nor more than sixty days before the meeting, upon each
stockholder of record entitled to vote at such meeting, and to any other
stockholder to whom the giving of notice may be required by law. Notice
of a special meeting shall also state the purpose or purposes for which
the meeting is called and shall indicate that it is being issued by, or
at the direction of, the person or persons calling the meeting. If, at
any meeting,action is proposed to be taken that would, if taken, entitle
stockholders to receive payment for their stock, the notice of such
meeting shall include a statement of that purpose and to that effect.
If mailed, notice shall be deemed to be delivered when deposited in the
United States mail or with any private express mail service, postage or
delivery fee prepaid, and shall be directed to each such stockholder at
his address, as it appears on the records of the stockholders of the
Corporation, unless he shall have previously filed with the secretary of
the Corporation a written request that notices intended for him be mailed
to some other address, in which case, it shall be mailed to the address
designated in such request.
Section 1.4. Fixing Date of Record. (a) In order that the
Corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders, or any adjournment thereof, the Board
of Directors may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which record date shall not be more than sixty
nor less than ten days before the date of such meeting. If no record
date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of, or to vote at, a meeting of
stockholders shall be at the close of business on the day next preceding
the day on which notice is given, or if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held.
A determination of stockholders of record entitled to notice of, or to
vote at,a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.
(b) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting
(to the extent that such action by written consent is permitted by law,
the Certificate of Incorporation or these By-Laws), the Board of Directors
may fix a record date, which record date shall not precede the date upon
which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten days after the date
upon which the resolution fixing the record date is adopted by the Board
of Directors. If no record date has been fixed by the Board of Directors,
the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the
Board of Directors is required by law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation by delivery to its registered office
in its state of incorporation, its principal place of business, or an
officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to
the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been
fixed by the Board of Directors and prior action by the Board of Directors
is required by law, the record date for determining stockholders entitled
to consent to corporate action in writing without a meeting shall be at
the close of business on the day on which the Board of Directors adopts
the resolution taking such prior action.
(c) In order that the Corporation may determine the stockholders
entitled to receive payment of any dividend or other distribution or
allotment of any rights or the stockholders entitled to exercise any
rights in respect of any change, conversion or exchange of stock, or
for the purpose of any other lawful action, the Board of Directors may
fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date
shall be not more than sixty days prior to such action. If no record date
is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto.
Section 1.5. Inspectors. At each meeting of the stockholders, the
polls shall be opened and closed and the proxies and ballots shall be
received and be taken in charge. All questions touching on the
qualification of voters and the validity of proxies and the acceptance or
rejection of votes, shall be decided by one or more inspectors. Such
inspectors shall be appointed by the Board of Directors before or at the
meeting, or, if no such appointment shall have been made, then by the
presiding officer at the meeting. If for any reason any of the inspectors
previously appointed shall fail to attend or refuse or be unable to serve,
inspectors in place of any so failing to attend or refusing or unable to
serve shall be appointed in like manner.
Section 1.6. Quorum. At any meeting of the stockholders, the
holders of a majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum of the stockholders for all
purposes, unless the representation of a larger number shall be required
by law, and, in that case, the representation of the number so required
shall constitute a quorum.
If the holders of the amount of stock necessary to constitute a
quorum shall fail to attend in person or by proxy at the time and place
fixed in accordance with these By-Laws for an annual or special meeting,
a majority in interest of the stockholders present in person or by proxy
may adjourn, from time to time, without notice other than by announcement
at the meeting, until holders of the amount of stock requisite to
constitute a quorum shall attend. At any such adjourned meeting at which
a quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally notified.
Section 1.7. Business. The chairman of the Board, if any, the
president, or in his absence the vice-chairman, if any, or an executive
vice president, in the order named, shall call meetings of the stockholders
to order, and shall act as chairman of such meeting; provided, however,
that the Board of Directors or executive committee may appoint any
stockholder to act as chairman of any meeting in the absence of the
chairman of the Board. The secretary of the Corporation shall act as
secretary at all meetings of the stockholders, but in the absence of the
secretary at any meeting of the stockholders, the presiding officer may
appoint any person to act as secretary of the meeting.
Section 1.8. Stockholder Proposals. No proposal by a stockholder
shall be presented for vote at a special or annual meeting of stockholders
unless such stockholder shall, not later than the close of business on the
fifth day following the date on which notice of the meeting is first given
to stockholders, provide the Board of Directors or the secretary of the
Corporation with written notice of intention to present a proposal for
action at the forthcoming meeting of stockholders, which notice shall
include the name and address of such stockholder, the number of voting
securities that he holds of record and that he holds beneficially, the
text of the proposal to be presented to the meeting and a statement in
support of the proposal.
Any stockholder who was a stockholder of record on the applicable
record date may make any other proposal at an annual meeting or special
meeting of stockholders and the same may be discussed and considered,
but unless stated in writing and filed with the Board of Directors or the
secretary prior to the date set forth herein above, such proposal shall be
laid over for action at an adjourned, special, or annual meeting of the
stockholders taking place sixty days or more thereafter. This provision
shall not prevent the consideration and approval or disapproval at the
annual meeting of reports of officers, directors, and committees, but in
connection with such reports, no new business proposed by a stockholder,
qua stockholder, shall be acted upon at such annual meeting unless stated
and filed as herein provided.
Notwithstanding any other provision of these By-Laws, the
Corporation shall be under no obligation to include any stockholder
proposal in its proxy statement materials or otherwise present any such
proposal to stockholders at a special or annual meeting of stockholders
if the Board of Directors reasonably believes the proponents thereof have
not complied with Sections 13 or 14 of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder; nor shall the
Corporation be required to include any stockholder proposal not required
to be included in its proxy materials to stockholders in accordance with
any such section, rule or regulation.
Section 1.9. Proxies. At all meetings of stockholders, a stockholder
entitled to vote may vote either in person or by proxy executed in writing
by the stockholder or by his duly authorized attorney-in-fact. Such proxy
shall be filed with the secretary before or at the time of the meeting. No
proxy shall be valid after eleven months from the date of its execution,
unless otherwise provided in the proxy.
Section 1.10. Voting by Ballot. The votes for directors, and upon
the demand of any stockholder or when required by law, the votes upon any
question before the meeting, shall be by ballot.
Section 1.11. Voting Lists. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled
to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares of stock registered
in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours for a period of at least ten days prior to
the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or if
not so specified, at the place where the meeting is to be held. The list
shall also be produced and kept at the time and place of the meeting during
the whole time thereof and may be inspected by any stockholder who is
present.
Section 1.12. Place of Meeting. The Board of Directors may
designate any place, either within or without the state of incorporation,
as the place of meeting for any annual meeting or any special meeting
called by the Board of Directors. If no designation is made or if a
special meeting is otherwise called, the place of meeting shall be the
principal office of the Corporation.
Section 1.13. Voting of Stock of Certain Holders. Shares of capital
stock of the Corporation standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent, or proxy as the
by-laws of such corporation may prescribe, or in the absence of such
provision, as the board of directors of such corporation may determine.
Shares of capital stock of the Corporation standing in the name of a
deceased person, a minor ward or an incompetent person may be voted by
his administrator, executor, court-appointed guardian or conservator,
either in person or by proxy, without a transfer of such stock into the
name of such administrator, executor, court-appointed guardian or
conservator. Shares of capital stock of the Corporation standing in the
name of a trustee may be voted by him, either in person or by proxy.
Shares of capital stock of the Corporation standing in the name of a
receiver may be voted, either in person or by proxy, by such receiver, and
stock held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to do so
is contained in any appropriate order of the court by which such receiver
was appointed.
A stockholder whose stock is pledged shall be entitled to vote such
stock, either in person or by proxy, until the stock has been transferred
into the name of the pledgee, and thereafter the pledgee shall be entitled
to vote, either in person or by proxy, the stock so transferred.
Shares of its own capital stock belonging to this Corporation shall
not be voted, directly or indirectly, at any meeting and shall not be
counted in determining the total number of outstanding stock at any given
time, but shares of its own stock held by it in a fiduciary capacity may
be voted and shall be counted in determining the total number of
outstanding stock at any given time.
Article II
Board of Directors
Section 2.1. General Powers. The business, affairs, and the
property of the Corporation shall be managed and controlled by the Board
of Directors (the "Board"), and, except as otherwise expressly provided by
law, the Certificate of Incorporation or these By-Laws, all of the powers
of the Corporation shall be vested in the Board.
Section 2.2. Number of Directors. The number of directors which
shall constitute the whole Board shall be not fewer than one nor more
than five. Within the limits above specified, the number of directors shall
be determined by the Board of Directors pursuant to a resolution adopted
by a majority of the directors then in office.
Section 2.3. Election, Term and Removal. Directors shall be elected
at the annual meeting of stockholders to succeed those directors whose
terms have expired. Each director shall hold office for the term for which
elected and until his or her successor shall be elected and qualified.
Directors need not be stockholders. A director may be removed from
office at a meeting expressly called for that purpose by the vote of not
less than a majority of the outstanding capital stock entitled to vote at
an election of directors.
Section 2.4. Vacancies. Vacancies in the Board of Directors,
including vacancies resulting from an increase in the number of directors,
may be filled by the affirmative vote of a majority of the remaining
directors then in office, though less than a quorum; except that vacancies
resulting from removal from office by a vote of the stockholders may be
filled by the stockholders at the same meeting at which such removal
occurs provided that the holders of not less than a majority of the
outstanding capital stock of the Corporation (assessed upon the basis of
votes and not on the basis of number of shares) entitled to vote for the
election of directors, voting together as a single class, shall vote for
each replacement director. All directors elected to fill vacancies shall
hold office for a term expiring at the time of the next annual meeting of
stockholders and upon election and qualification of his successor. No
decrease in the number of directors constituting the Board of Directors
shall shorten the term of an incumbent director.
Section 2.5. Resignations. Any director of the Corporation may
resign at any time by giving written notice to the president or to the
secretary of the Corporation. The resignation of any director shall take
effect at the time specified therein and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 2.6. Place of Meetings, etc. The Board of Directors may
hold its meetings, and may have an office and keep the books of the
Corporation (except as otherwise may be provided for by law), in such
place or places in or outside the state of incorporation as the Board
from time to time may determine.
Section 2.7. Regular Meetings. Regular meetings of the Board of
Directors shall be held as soon as practicable after adjournment of the
annual meeting of stockholders at such time and place as the Board of
Directors may fix. No notice shall be required for any such regular
meeting of the Board.
Section 2.8. Special Meetings. Special meetings of the Board of
Directors shall be held at places and times fixed by resolution of the
Board of Directors, or upon call of the chairman of the Board, if any, or
vice-chairman of the Board, if any, the president, an executive vice
president or two-thirds of the directors then in office.
The secretary or officer performing the secretary's duties shall give
not less than twenty-four hours' notice by letter, telegraph or telephone
(or in person) of all special meetings of the Board of Directors, provided
that notice need not given of the annual meeting or of regular meetings held
at times and places fixed by resolution of the Board. Meetings may be held
at any time without notice if all of the directors are present, or if those
not present waive notice in writing either before or after the meeting. The
notice of meetings of the Board need not state the purpose of the meeting.
Section 2.9. Participation by Conference Telephone. Members of the
Board of Directors of the Corporation, or any committee thereof, may
participate in a regular or special or any other meeting of the Board or
committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can
hear each other, and such participation shall constitute presence in person
at such meeting.
Section 2.10. Action by Written Consent. Any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if prior or subsequent
to such action all the members of the Board or such committee, as the
case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of the proceedings of the Board or committee.
Section 2.11. Quorum. A majority of the total number of directors
then in office shall constitute a quorum for the transaction of business;
but if at any meeting of the Board there be less than a quorum present, a
majority of those present may adjourn the meeting from time to time.
Section 2.12. Business. Business shall be transacted at meetings of
the Board of Directors in such order as the Board may determine. At all
meetings of the Board of Directors, the chairman of the Board, if any, the
president, or in his absence the vice-chairman, if any, or an executive
vice president, in the order named, shall preside.
Section 2.13. Interest of Directors in Contracts. (a) No contract
or transaction between the Corporation and one or more of its directors
or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of
the Corporation's directors or officers, are directors or officers, or
have a financial interest, shall be void or voidable solely for this reason,
or solely because the director or officer is present at or participates in
the meeting of the Board or committee which authorizes the contract or
transaction, or solely because his or their votes are counted for such
purpose, if:
(1) The material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known
to the Board of Directors or the committee, and the Board or
committee in good faith authorizes the contract or transaction by
the affirmative votes of a majority of the disinterested directors,
even though the disinterested directors be less than quorum; or
(2) The material facts as to his relationship or interest
and as to the contract or transaction are disclosed or are known to
the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the
stockholders; or
(3) The contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or ratified,
by the Board of Directors, a committee of the Board of Directors or
the stockholders.
(b) Interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.
Section 2.14. Compensation of Directors. Each director of the
Corporation who is not a salaried officer or employee of the Corporation,
or of a subsidiary of the Corporation, shall receive such allowances for
serving as a director and such fees for attendance at meetings of the
Board of Directors or the executive committee or any other committee
appointed by the Board as the Board may from time to time determine.
Section 2.15. Loans to Officers or Employees. The Board of
Directors may lend money to, guarantee any obligation of, or otherwise
assist, any officer or other employee of the Corporation or of any
subsidiary, whether or not such officer or employee is also a director of
the Corporation, whenever, in the judgment of the directors, such loan,
guarantee, or assistance may reasonably be expected to benefit the
Corporation; provided, however, that any such loan, guarantee, or other
assistance given to an officer or employee who is also a director of the
Corporation must be authorized by a majority of the entire Board of
Directors. Any such loan, guarantee, or other assistance may be made
with or without interest and may be unsecured or secured in such manner
as the Board of Directors shall approve, including, but not limited to, a
pledge of shares of the Corporation, and may be made upon such other
terms and conditions as the Board of Directors may determine.
Section 2.16. Nomination. Subject to the rights of holders of any
class or series of stock having a preference over the common stock as to
dividends or upon liquidation, nominations for the election of directors
may be made by the Board of Directors or by any stockholder entitled to
vote in the election of directors generally. However, any stockholder
entitled to vote in the election of directors generally may nominate one or
more persons for election as directors at a meeting only if written notice
of such stockholder's intent to make such nomination or nominations has
been given, either by personal delivery or by United States mail, postage
prepaid, to the secretary of the Corporation not later than (i) with respect
to an election to be held at an annual meeting of stockholders, the close of
business on the last day of the eighth month after the immediately
preceding annual meeting of stockholders, and (ii) with respect to an
election to be held at a special meeting of stockholders for the election of
directors, the close of business on the fifth day following the date on
which notice of such meeting is first given to stockholders. Each such
notice shall set forth: (a) the name and address of the stockholder who
intends to make the nomination and of the person or persons to be
nominated; (b) a representation that the stockholder is a holder of record
of stock of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (d) such
other information regarding each nominee proposed by such stockholder
as would be required to be included in a proxy statement filed pursuant to
the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of
Directors, and; (e) the consent of each nominee to serve as a director of
the Corporation if so elected. The presiding officer at the meeting may
refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.
Article III
Committees
Section 3.1. Committees. The Board of Directors, by resolution
adopted by a majority of the number of directors then fixed by these By-
Laws or resolution thereto, may establish such standing or special
committees of the Board as it may deem advisable, and the members,
terms, and authority of such committees shall be set forth in the
resolutions establishing such committee.
Section 3.2. Executive Committee Number and Term of Office. The
Board of Directors may, at any meeting, by majority vote of the Board of
Directors, elect from the directors an executive committee. The executive
committee shall consist of such number of members as may be fixed from
time to time by resolution of the Board of Directors. The Board of
Directors may designate a chairman of the committee who shall preside at
all meetings thereof, and the committee shall designate a member thereof
to preside in the absence of the chairman.
Section 3.3. Executive Committee Powers. The executive committee
may, while the Board of Directors is not in session, exercise all or any
of the powers of the Board of Directors in all cases in which specific
directions shall not have been given by the Board of Directors; except
that the executive committee shall not have the power or authority of the
Board of Directors to (i) amend the Certificate of Incorporation or the
By-Laws of the Corporation, (ii) fill vacancies on the Board of Directors,
(iii) adopt an agreement or certification of ownership, merger or
consolidation, (iv) recommend to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and
assets, or a dissolution of the Corporation or a revocation of a
dissolution, (v) declare a dividend, or (vi) authorize the issuance of
stock.
Section 3.4. Executive Committee Meetings. Regular and special
meetings of the executive committee may be called and held subject to
the same requirements with respect to time, place and notice as are
specified in these By-Laws for regular and special meetings of the Board
of Directors. Special meetings of the executive committee may be called
by any member thereof. Unless otherwise indicated in the notice thereof,
any and all business may be transacted at a special or regular meeting of
the executive meeting if a quorum is present. At any meeting at which
every member of the executive committee shall be present, in person or
by telephone, even though without any notice, any business may be
transacted. All action by the executive committee shall be reported to
the Board of Directors at its meeting next succeeding such action.
The executive committee shall fix its own rules of procedure, and
shall meet where and as provided by such rules or by resolution of the
Board of Directors, but in every case the presence of a majority of the
total number of members of the executive committee shall be necessary to
constitute a quorum. In every case, the affirmative vote of a quorum shall
be necessary for the adoption of any resolution.
Section 3.5. Executive Committee Vacancies. The Board of Directors,
by majority vote of the Board of Directors then in office, shall fill
vacancies in the executive committee by election from the directors.
Article IV
The Officers
Section 4.1. Number and Term of Office. The officers of the
Corporation shall consist of, as the Board of Directors may determine
and appoint from time to time, a chief executive officer, a president,
one or more executive vice-presidents, a secretary, a treasurer, a
controller,and/or such other officers as may from time to time be
elected or appointed by the Board of Directors, including such
additional vice-presidents with such designations, if any, as may be
determined by the Board of Directors and such assistant secretaries
and assistant treasurers. In addition, the Board of Directors may
elect a chairman of the Board and may also elect a vice-chairman as
officers of the Corporation. Any two or more offices may be held by
the same person. In its discretion, the Board of Directors may leave
unfilled any office except as may be required by law.
The officers of the Corporation shall be elected or appointed from
time to time by the Board of Directors. Each officer shall hold office
until his successor shall have been duly elected or appointed or until
his death or until he shall resign or shall have been removed by the
Board of Directors.
Each of the salaried officers of the Corporation shall devote his
entire time, skill and energy to the business of the Corporation, unless
the contrary is expressly consented to by the Board of Directors or the
executive committee.
Section 4.2. Removal. Any officer may be removed by the Board of
Directors whenever, in its judgment, the best interests of the
Corporation would be served thereby.
Section 4.3. The Chairman of the Board. The chairman of the Board,
if any, shall preside at all meetings of stockholders and of the Board of
Directors and shall have such other authority and perform such other
duties as are prescribed by law, by these By-Laws and by the Board of
Directors. The Board of Directors may designate the chairman of the
Board as chief executive officer, in which case he shall have such
authority and perform such duties as are prescribed by these By-Laws
and the Board of Directors for the chief executive officer.
Section 4.4. The Vice-Chairman. The vice-chairman, if any, shall
have such authority and perform such other duties as are prescribed by
these By-Laws and by the Board of Directors. In the absence or inability
to act of the chairman of the Board and the president, he shall preside at
the meetings of the stockholders and of the Board of Directors and shall
have and exercise all of the powers and duties of the chairman of the
Board. The Board of Directors may designate the vice-chairman as chief
executive officer, in which case he shall have such authority and perform
such duties as are prescribed by these By-Laws and the Board of
Directors for the chief executive officer.
Section 4.5. The President. The president shall have such authority
and perform such duties as are prescribed by law, by these By-Laws, by
the Board of Directors and by the chief executive officer (if the president
is not the chief executive officer). The president, if there is no chairman
of the Board, or in the absence or the inability to act of the chairman of
the Board, shall preside at all meetings of stockholders and of the Board
of Directors. Unless the Board of Directors designates the chairman of
the Board or the vice-chairman as chief executive officer, the president
shall be the chief executive officer, in which case he shall have such
authority and perform such duties as are prescribed by these By-Laws and
the Board of Directors for the chief executive officer.
Section 4.6. The Chief Executive Officer. Unless the Board of
Directors designates the chairman of the Board or the vice-chairman as
chief executive officer, the president shall be the chief executive officer.
The chief executive officer of the Corporation shall have, subject to the
supervision and direction of the Board of Directors, general supervision
of the business, property and affairs of the Corporation, including the
power to appoint and discharge agents and employees, and the powers
vested in him by the Board of Directors, by law or by these By-Laws or
which usually attach or pertain to such office.
Section 4.7. The Executive Vice-Presidents. In the absence of the
chairman of the Board, if any, the president and the vice-chairman, if
any, or in the event of their inability or refusal to act, the executive
vice-president (or in the event there is more than one executive
vice-president, the executive vice-presidents in the order designated, or
in the absence of any designation, then in the order of their election)
shall perform the duties of the chairman of the Board, of the president
and of the vice-chairman, and when so acting, shall have all the powers
of and be subject to all the restrictions upon the chairman of the Board,
the president and the vice-chairman. Any executive vice-president may sign,
with the secretary or an authorized assistant secretary, certificates for
stock of the Corporation and shall perform such other duties as from time
to time may be assigned to him by the chairman of the Board, the
president, the vice-chairman, the Board of Directors or these By-Laws.
Section 4.8. The Vice-Presidents. The vice-presidents, if any, shall
perform such duties as may be assigned to them from time to time by the
chairman of the Board, the president, the vice-chairman, the Board of
Directors, or these By-Laws.
Section 4.9. The Treasurer. Subject to the direction of chief
executive officer and the Board of Directors, the treasurer shall have
charge and custody of all the funds and securities of the Corporation;
when necessary or proper he shall endorse for collection, or cause to be
endorsed, on behalf of the Corporation, checks, notes and other obligations,
and shall cause the deposit of the same to the credit of the Corporation
in such bank or banks or depositary as the Board of Directors may designate
or as the Board of Directors by resolution may authorize; he shall sign all
receipts and vouchers for payments made to the Corporation other than
routine receipts and vouchers, the signing of which he may delegate; he
shall sign all checks made by the Corporation (provided, however, that the
Board of Directors may authorize and prescribe by resolution the manner in
which checks drawn on banks or depositories shall be signed, including the
use of facsimile signatures, and the manner in which officers, agents or
employees shall be authorized to sign); unless otherwise provided by
resolution of the Board of Directors, he shall sign with an officer-
director all bills of exchange and promissory notes of the Corporation;
whenever required by the Board of Directors, he shall render a statement
of his cash account; he shall enter regularly full and accurate account
of the Corporation in books of the Corporation to be kept by him for that
purpose; he shall, at all reasonable times, exhibit his books and accounts
to any director of the Corporation upon application at his office during
business hours; and he shall perform all acts incident to the position of
treasurer. If required by the Board of Directors, the treasurer shall
give a bond for the faithful discharge of his duties in such sum and with
such sure ties as the Board of Directors may require.
Section 4.10. The Secretary. The secretary shall keep the minutes
of all meetings of the Board of Directors, the minutes of all meetings of
the stockholders and (unless otherwise directed by the Board of Directors)
the minutes of all committees, in books provided for that purpose; he shall
attend to the giving and serving of all notices of the Corporation; he may
sign with an officer-director or any other duly authorized person, in the
name of the Corporation, all contracts authorized by the Board of
Directors or by the executive committee, and, when so ordered by the
Board of Directors or the executive committee, he shall affix the seal of
the Corporation thereto; he may sign with the president or an executive
vice-president all certificates of shares of the capital stock; he shall
have charge of the certificate books, transfer books and stock ledgers, and
such other books and papers as the Board of Directors or the executive
committee may direct, all of which shall, at all reasonable times, be open
to the examination of any director, upon application at the secretary's
office during business hours; and he shall in general perform all the duties
incident to the office of the secretary, subject to the control of the chief
executive officer and the Board of Directors.
Section 4.11. The Controller. The controller shall be the chief
accounting officer of the Corporation. Subject to the supervision of the
Board of Directors, the chief executive officer and the treasurer, the
controller shall provide for and maintain adequate records of all assets,
liabilities and transactions of the Corporation, shall see that accurate
audits of the Corporation's affairs are currently and adequately made and
shall perform such other duties as from time to time may be assigned to
him.
Section 4.12. The Assistant Treasurers and Assistant Secretaries.
The assistant treasurers shall respectively, if required by the Board of
Directors, give bonds for the faithful discharge of their duties in such
sums and with such sureties as the Board of Directors may determine.
The assistant secretaries as thereunto authorized by the Board of Directors
may sign with the chairman of the Board, the president, the vice-chairman
or an executive vice-president, certificates for stock of the Corporation,
the issue of which shall have been authorized by a resolution of the Board
of Directors. The assistant treasurers and assistant secretaries, in general,
shall perform such duties as shall be assigned to them by the treasurer or
the secretary, respectively, or chief executive officer, the Board of
Directors, or these By-Laws.
Section 4.13. Salaries. The salaries of the officers shall be fixed
from time to time by the Board of Directors, and no officer shall be
prevented from receiving such salary by reason of the fact that he is
also a director of the Corporation.
Section 4.14. Voting upon stocks. Unless otherwise ordered by the
Board of Directors or by the executive committee, any officer, director or
any person or persons appointed in writing by any of them, shall have full
power and authority in behalf of the Corporation to attend and to act and
to vote at any meetings of stockholders of any corporation in which the
Corporation may hold stock, and at any such meeting shall possess and
may exercise any and all the rights and powers incident to the ownership
of such stock, and which, as the owner thereof, the Corporation might
have possessed and exercised if present. The Board of Directors may
confer like powers upon any other person or persons.
Article V
Contracts and Loans
Section 5.1. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances.
Section 5.2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors. Such
authority may be general or confined to specific instances.
Article VI
Certificates for Stock and Their Transfer
Section 6.1. Certificates for Stock. Certificates representing stock
of the Corporation shall be in such form as may be determined by the Board
of Directors. Such certificates shall be signed by the chairman of the
Board, the president, the vice-chairman or an executive vice-president
and/or by the secretary or an authorized assistant secretary and shall be
sealed with the seal of the Corporation. The seal may be a facsimile.
If a stock certificate is countersigned (i) by a transfer agent other than
the Corporation or its employee, or (ii) by a registrar other than the
Corporation or its employee, any other signature on the certificate may be
a facsimile. In the event that any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue. All certificates for stock shall
be consecutively numbered or otherwise identified. The name of the person
to whom the shares of stock represented thereby are issued, with the number
of shares of stock and date of issue, shall be entered on the books of the
Corporation. All certificates surrendered to the Corporation for transfer
shall be canceled and no new certificates shall be issued until the former
certificate for a like number of shares of stock shall have been surrendered
and canceled,except that, in the event of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms and indemnity
to the Corporation as the Board of Directors may prescribe.
Section 6.2. Transfers of Stock. Transfers of stock of the
Corporation shall be made only on the books of the Corporation by the
holder of record thereof or by his legal representative, who shall
furnish proper evidence of authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
secretary of the Corporation, and on surrender for cancellation of the
certificate for such stock. The person in whose name stock stands on the
books of the Corporation shall be deemed the owner thereof for all purposes
as regards the Corporation.
Article VII
Fiscal Year
Section 7.1. Fiscal Year. The fiscal year of the Corporation shall
begin on the first day of January in each year and end on the last day of
December in each year.
Article VIII
Seal
Section 8.1. Seal. The Board of Directors shall approve a
corporate seal which shall be in the form of a circle and shall have
inscribed thereon the name of the Corporation.
Article IX
Waiver of Notice
Section 9.1. Waiver of Notice. Whenever any notice is required
to be given under the provisions of these By-Laws or under the provisions
of the Certificate of Incorporation or under the provisions of the
corporation law of the state of incorporation, waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of
such notice. Attendance of any person at a meeting for which any notice is
required to be given under the provisions of these By-Laws, the Certificate
of Incorporation or the corporation law of the state of incorporation shall
constitute a waiver of notice of such meeting except when the person
attends for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not
lawfully called or convened.
Article X
Amendments
Section 10.1. Amendments. These By-Laws may be altered, amended
or repealed and new By-Laws may be adopted at any meeting of the
Board of Directors of the Corporation by the affirmative vote of a
majority of the members of the Board, or by the affirmative vote of a
majority of the outstanding capital stock of the Corporation (assessed
upon the basis of votes and not on the basis of number of shares) entitled
to vote generally in the election of directors, voting together as a single
class.
Article XI
Indemnification
Section 11.1. Indemnification. The Corporation shall indemnify its
officers, directors, employees and agents to the fullest extent permitted
by the General Corporation Law of Delaware, as amended from time to time.
[END]
EX-3.3
5
samplestcerwhiffletree.txt
SAMPLE STOCK CERTIFICATE
See Legend on Reverse
Number _____________ Shares
Incorporated under the laws of the state of Delaware
WHIFFLETREE ACQUISITION CORPORATION
Authorized to issue 120,000,000 shares
100,000,000 common shares 20,000,000 preferred shares
par value $.0001 each par value $.0001 each
This certifies that is the owner of
( ) fully paid and non-assessable Shares of the
Common Shares of WHIFFLETREE ACQUISITION CORPORATION
transferrable only on the books of the Corporation by the holder hereof
in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed.
IN WITNESS WHEREOF, the said Corporation has caused this
Certificate to be signed by its duly authorized officers and to be
sealed with the Seal of the Corporation
this day of A.D. 2012
/s/ James M. Cassidy
President
[SEAL]
-------------------------------------------------------------------------------
(Reverse side of stock certificate)
LEGEND:
THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF BY ANY INVESTOR TO ANY OTHER PERSON OR ENTITY UNLESS SUBSEQUENTLY
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER
APPLICABLE LAW OF THE STATE OR JURISDICTION WHERE SOLD, TRANSFERRED
OR DISPOSED OF, UNLESS SUCH SALE, TRANSFER OR DISPOSITION SHALL
QUALIFY UNDER AN ALLOWED EXEMPTION TO SUCH REGISTRATION. ANY SALE,
TRANSFER OR DISPOSITION OF THESE SECURITIES BY AN INVESTOR WILL
NORMALLY REQUIRE THE APPROVAL BY COUNSEL TO THE ISSUER.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations. Additional abbreviations
may also be used though not in the list.
TEN COM --as tenants in common
TEN ENT --as tenants by the entireties
JT TEN --as joint tenants with right of survivorship and not
as tenants in common
UNIF GIFT MIN ACT -- ____________Custodian
____________(Minor) under Uniform Gifts to
Minors Act
____________(State)
For value received, the undersigned hereby sells, assigns and transfers
unto _____________________________ (please insert social security or other
identifying number of assignee) __________________________
_______________________________________________________________
(please print or typewrite name and address of
assignee)
_____________________________ Shares represented by the within Certificate,
and hereby irrevocably constitutes and appoints ____________________
Attorney to transfer the said shares on the books of the within-named
Corporation with full power of substitution in the premises.
Dated, _______________________________
___________________________________
In presence of _______________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the certificate in every particular without
alteration or enlargement, or any change whatever.
COVER
6
filename6.txt
Cassidy & Associates
Attorneys at Law
215 Apolena Avenue
Newport Beach, California 92662
----------
Email: CassidyLaw@aol.com
Telephone: 202/387-5400 Fax: 949/673-4525
May 30, 2012
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Whiffletree Acquisition Corporation
Gentlemen:
I attach for filing the registration on Form 10-12g
for Whiffletree Acquisition Corporation
Sincerely,
/s/ Lee W. Cassidy