0001021432-13-000191.txt : 20130731
0001021432-13-000191.hdr.sgml : 20130731
20130701142521
ACCESSION NUMBER: 0001021432-13-000191
CONFORMED SUBMISSION TYPE: 8-K/A
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20130531
ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
FILED AS OF DATE: 20130701
DATE AS OF CHANGE: 20130702
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Whoopass Poker 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: 8-K/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54724
FILM NUMBER: 13944041
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
8-K/A
1
form8karelianceonaccounting.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 31, 2013
Date of Report
(Date of Earliest Event Reported)
WHOOPASS POKER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-54724 00-0000000
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of incorporation)
8880 West Sunset Road, 3rd Floor
Las Vegas, Nevada 89148
(Address of Principal Executive Offices)
909 297 0479
(Registrant's Telephone Number)
ITEM 4.02 Non-Reliance on Previously Issued Financial Statements
On May 28, 2013, the Annual Report on Form 10-K for the year ended
December 31, 2012 containing incomplete financial statements for the period
from April 23, 2012 (inception) to December 31, 2012, was filed with the
Securities and Exchange Commission.
It came to the Company's attention on May 31, 2013 that this Report
was filed by the Company's thid part unaffiliated filing agent in error and
prior to the completion of the Report.
The Report was in draft form and did not contain final financial
statements nor did it contain an auditor's report. The Company's authorized
officer, its president, discussed this erroreous filing with the Company's
auditors and it was concluded by the beginning of June that that those
financial statements which were for the period from April 23, 2012 (inception)
to December 31, 2012 should not be relied upon and it was subseuqently
determined that a Form 8-K needed to be filed.
The Company's president believes that the Company's disclosure
controls and procedures are effective in gathering, analyzing and
disclosing information needed to ensure that the information required to
be disclosed by the Company in its periodic reports is recorded,
summarized and processed timely. The president is directly involved
in the current day-to-day operations of the Company. The Company's
officer, its president, conducted an evaluation of the effectiveness
of the Company's internal control over financial reporting as of
December 31, 2012, and based on this evaluation, concluded that the
Company's internal control over financial reporting was effective.
Management has determined that control of communication with the
third-party filing agent will be more carefully monitored.
The financial statements contained in that Report Form 10-K
for the year ended December 31, 2012 containing financial statements
for the period April 23, 2012 to December 31, 2012 should not
be relied upon. The Company intends to file an amended Form 10-K for
the year ended December 31, 2012.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.
Date: June 28, 2013 /s/ Donald W. Hohman, Sr.
President
CORRESP
2
filename2.txt
WHOOPASS POKER CORPORATION
8880 West Sunset Road, 3rd Floor
Las Vegas, Nevada 89148
----------
June 28, 2013
Securities and Exchange Commission
Division of Corporation Finance
Washington, DC 20549
Re: Whoopass Poker Corporation
To the Securities and Exchange Commission:
Whoopass Poker Corporation (the "Company") has filed its Form 8-K/A and
in regard to such filing acknowledges that:
The Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
The comments of the Staff of the Securities and Exchange Commission
or changes to the disclosure in response to such comments do not foreclose
the Commission from taking any action with respect to the filing; and
The Company may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Sincerely,
WHOOPASS POKER CORPORATION
By: Donald Hohman
President
COVER
3
filename3.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
June 28, 2013
David Burton
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Whoopass Poker Corporation
Item 4.02 Form 8-K/A
File No. 0-54724
Gentlemen:
In response to the letter of comment of June 28,
2013 from the Securities and Exchange Commission to
Whoopass Poker Corporation regarding the filing of its
Form 8-K/A Item 4.02 noticing nonreliance upon certain filed
financial information, the Form 8-K/A has been amended and
filed herewith. The Company responds to those comments
as follows:
1. The disclosure has been amended with the specific
dates of the financial statements reported.
2. Management agrees that the filing agent error
represents a mistake made by the third party filing
error in misinterpreting a telephone call from the
the Company requesting information as one releasing
the document for filing. Management will note the
error in the filing on its Form 10-K/A regarding internal
controls.
3. The written correspondence is filed herewith.
Sincerely,
/s/ Lee W. Cassidy