SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

 

T ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2011

 

£ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1943

 

000-03303

(Commission File No.)

 

WOLVERINE HOLDING CORP.

(Exact Name of Registrant as Specified in its Charter)

 

DELAWARE	01-0949079
(State of Incorporation)	(IRS Employer No.)

 

2389 ELMWOOD CIRCLE S.E., SMYRNA, GA.	30082
(Address of principal executive offices)	(Zip Code)

 

Issuer's telephone number, including area code: (404)-816-9220

 

Securities registered under Section 12(b) of the Exchange Act: None

 

Securities registered under Section 12(g) of the Exchange Act:

 

Common Stock

(Title of class)

 

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes £ No T

 

Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes £ No T

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes £ No T

 

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K Yes £ No S

 

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

Large accelerated filer £	Accelerated filer £
Non-accelerated filer £	Smaller reporting company T

 

Indicate by checkmark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act) Yes T No £

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, a specified date within the past 60 days: As of March 19, 2012, the aggregate market value of shares held by non-affiliates (based on the close price on that date of $0.0056 was $489,000.

 

State the number of shares outstanding of each of the issuer's classes of common equity, as of the last practicable date: 283,981,284 shares as of May 15, 2012.

 

EXPLANATORY NOTE

 

Wolverine Holding Corp. (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2012 for the sole purpose of correcting the date of signature on the Company’s independent registered public accounting firm, Kyle L. Tingle, CPA, LLC’s, Report of Independent Registered Public Accounting Firm appearing on page F-1. The signature date in the previously filed Form 10-K had an inadvertent typographical error.

 

In order to comply with certain requirements of the SEC’s rules in connection with the filing of this Amendment on Form 10-K/A, this amendment includes  Item 8. Financial Statements and  Item 15. Exhibits, Financial Statement Schedules.  This Amendment No. 1 on Form 10-K/A does not change or update the previously reported financial statements or any of the other disclosure contained in the original Form 10-K.

 

Consistent with the rules of the SEC, the certifications of the Company’s principal executive officer and principal financial officer as of the date of this Amendment No. 1 on Form 10-K/A are attached as exhibits to this Amendment No. 1 on Form 10-K/A. The only change in these certifications is their date.

 

 

 

ITEM 8. FINANCIAL STATEMENTS

 

TABLE OF CONTENTS

 

 

	PAGE NO.
Report of Independent Registered Public Accounting Firm	F-1
Financial statements
Balance sheets	F-2
Statements of operations	F-3
Statement of stockholders' deficit	F-4
Statements of cash flows	F-6
Notes to financial statements	F-7

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

To the Board of Directors

Wolverine Holding Corp.

 

 

We have audited the accompanying balance sheets of Wolverine Holding Corp. (A Development Stage Enterprise) as of December 31, 2011, 2010 and 2009 and the related statements of operations, stockholders’ deficit, and cash flows for each of the years then ended and the period January 1, 2008 (re-entry into development stage) through December 31, 2011. 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 audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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 the 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 Wolverine Holding Corp. (A Development Stage Enterprise) as of December 31, 2011, 2010 and 2009 and the results of its operations and cash flows for each of the years then ended and the period January 1, 2008 (re-entry into development stage) through December 31, 2011, in conformity with U.S. generally accepted accounting principles.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has limited operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

 /s/ Kyle L. Tingle, CPA, LLC

 

Kyle L. Tingle, CPA, LLC

 

 

April 23, 2012

Las Vegas, Nevada

 

 

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

BALANCE SHEETS

 

		December 31, 2011				December 31, 2010				December 31, 2009
ASSETS
Cash		$	—			$	—			$	—
Total assets		$	—			$	—			$	—
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable		$	71,583			$	56,148			$	46,349
Advances from related parties, including accrued interest			10,878				6,707				3,147
Total liabilities			82,461			$	62,855			$	49,496
Stockholders' deficit
Common stock; $0.0001 par value; 500,000,000 shares authorized, 283,981,284 issued and outstanding at December 31, 2010 and 2009, respectively			28,398			$	28,398			$	28,398
Additional paid-in capital			11,458,586				11,458,586				11,458,586
Accumulated deficit			(11,324,235	)			(11,324,235	)			(11,324,235	)
Accumulated deficit during development stage		$	(245,210	)			(225,604	)			(212,245	)
Total stockholders' deficit			(82,461	)			(62,855	)			(49,496	)
Total liabilities and stockholders' deficit		$	—			$	—			$	—

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

STATEMENTS OF OPERATIONS

 

		For the year ended				For the year ended				For the year ended				Cumulative since re-entry into development stage
		December 31, 2011				December 31, 2010				December 31, 2009				January 1, 2008
Revenues		$	—			$	—			$	—			$	—
Operating expenses
General and administrative			5,744				3,424				8,342				219,310
Total operating expenses			5,744				3,424				8,342				219,310
Loss from operations			(5,744	)		$	(3,424	)		$	(8,342	)			(219,310	)
Other expense
Interest expense		$	13,862				9,935				2,103			$	25,900
Net loss		$	(19,606	)		$	(13,359	)		$	(10,445	)		$	(245,210	)
Basic and diluted income (loss) per common share		$	(0.00	)		$	(0.00	)		$	(0.00	)
Basic and diluted weighted average common shares outstanding			283,981,284				283,981,284				286,722,550

 

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

STATEMENT OF STOCKHOLDERS' DEFICIT

 

		Common Stock								Additional Paid-in				Accumulated				Accumulated Deficit During Development				Total Stockholders'
		Shares				Amount				Capital				Deficit				Stage				Deficit
Balance, December 31, 2007			101,837,299			$	10,184			$	11,261,800			$	(11,324,235	)		$	—			$	(52,251	)
Issuance of common stock for services, $0.0001 per share			200,000,000			$	20,000				180,000				—				—				200,000
Net loss			—				—				—				—				(201,800	)			(201,800	)
Balance, December 31, 2008			301,837,299			$	30,184			$	11,441,800			$	(11,324,235	)		$	(201,800	)		$	(54,051	)
Issuance of common stock for satisfaction of liability			15,000,000				1,500				13,500				—				—			$	15,000
Cancellation of of common stock			(32,856,015	)		$	(3,286	)		$	3,286				—				—				—
Net loss			—				—				—				—				(10,445	)			(10,445	)
Balance, December 31, 2009			283,981,284			$	28,398			$	11,458,586			$	(11,324,235	)		$	(212,245	)		$	(49,496	)
Net loss			—				—				—				—				(13,359	)			(13,359	)
Balance, December 31, 2010			283,981,284			$	28,398			$	11,458,586			$	(11,324,235	)		$	(225,604	)		$	(62,855	)
Net Loss																			(19,606	)			(19,606	)
Balance, December 31, 2011			283,981,284			$	28,398			$	11,458,586			$	(11,324,235	)		$	(245,210	)		$	(82,461	)

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

STATEMENTS OF CASH FLOWS

 

		For the year ended December 31, 2011				For the year ended December 31, 2010				For the year ended December 31, 2009				Cumulative since re-entry into development stage January 1, 2008
Cash flows from operating activities:
Net loss		$	(19,606	)		$	(13,359	)		$	(10,445	)		$	(245,210	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation			—				—				—				200,000
Changes in operating assets and liabilities:
Change in accounts payable		$	15,435				9,799				7,298				34,332
Net cash used in operating activities		$	(4,171	)		$	(3,560	)		$	(3,147	)			(10,878	)
Cash flow from investing activities:
Net cash used in investing activities			—				—				—				—
Cash flow from financing activities:
Proceeds of loans from related parties			4,171				3,560				3,147				10,878
Net cash used in financing activities			4,171				3,560				3,147				10,878
Net change in cash			—				—				—				—
Cash, beginning of period			—				—				—				—
Cash, end of period		$	—			$	—			$	—			$	—
Supplemental cash flow information:
Interest paid		$	—			$	—			$	—			$	—
Taxes paid		$	—			$	—			$	—			$	—
Non-cash financing activities:
Issuance of common stock for satisfaction of liability		$	—			$	—			$	15,000			$	15,000
Cancellation of 32,856,015 shares at par		$	—			$	—			$	3,286			$	3,286

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

 

NOTE 1 – HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Company History

 

Wolverine Holding Corp. (“Company” or “Wolverine”) and Huskie Acquisitions Corp. (“Huskie”) were formed in Delaware on August 25, 2009 to be subsidiaries of Vista Continental Corporation (“Vista”) for the purposes of performing a holding company reorganization with Vista.

 

On August 27^th, 2009, pursuant to the Delaware Holding Company formation statute, Delaware General Corporation Law (“DGCL”) Section 251(G), Vista entered into an Agreement and Plan of Merger (“Holding Company Reorganization”) with its two wholly owned subsidiary companies, Huskie and Wolverine. The Holding Company Reorganization provided for the merger of Vista into and with Huskie with Huskie being the surviving corporation in the merger. At the same time as the merger took place, the shareholders of Vista were converted, under the terms of the Holding Company Reorganization, to shareholders of Wolverine on a one for one basis. The shares of Wolverine have the same rights, privileges and preferences as the shares of the common stock of Vista. As a consequence of the Holding Company Reorganization, Wolverine became the parent holding company with its wholly owned subsidiary company, Huskie, the surviving company of the merger with Vista.

 

The Holding Company Reorganization has been accounted for to reflect the fact that both Wolverine and Vista were under common control at the date of the Holding Company Reorganization similar to a reverse acquisition of Vista and its subsidiary companies by Wolverine.

 

On August 27, 2009, Wolverine sold Vista Continental Corp. to Yellow Jacket Holdings, LLC for nominal consideration. However, the historical financial information of Wolverine presented in these financial statements is that of Vista Continental Corp.

 

The Company closed operations and settled lawsuits from 2005 through 2007. The Company determined that effective January 1, 2008, the entity re-entered the development stage resulting in prior operations are accounted for as discontinued operations. The Company currently has no operations or realized revenues from its planned principle business purpose and, in accordance with FASB ASC 915 “Development Stage Entities,” presents its financial information as a Development Stage Enterprise.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles 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 revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates.

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

 

Share Based Expenses

 

FASB ASC 718 "Compensation - Stock Compensation" prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity  The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 "Equity - Based Payments to Non-Employees."  Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

 

Fair Value of Financial Instruments

 

The Company's financial instruments as defined by FASB ASC 825-10-50 “Financial Instruments,” include cash, trade accounts receivable, and accounts payable and accrued expenses.  All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2011.

 

FASB ASC 820 “Fair Value Measurements and Disclosures,” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

 

Level 1. Observable inputs such as quoted prices in active markets;

 

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

 

Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

 

The Company does not have any assets or liabilities measured at fair value on a recurring basis at December 31, 2011, 2010 and 2009. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the period ended December 31, 2011, 2010 and 2009.

 

Income Taxes

 

The Company accounts for income taxes under FASB ASC 740 "Income Taxes." Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements 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. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

 

Basic and Diluted Net Loss Per Share

 

Net loss per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.”  The weighted-average number of common shares outstanding during each period is used to compute basic loss per share.  Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding.  Dilutive potential common shares are additional common shares assumed to be exercised.

 

Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during 2011, 2010 or 2009 and since inception. As of December 31, 2011, 2010 and 2009 and since re-entry into development stage, the Company had no dilutive potential common shares.

 

Dividends

 

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception.

 

Recently issued accounting pronouncements

 

Issued and adopted

 

In May 2011, the FASB issued an accounting standard update that amends the accounting standard on fair value measurements. The accounting standard update provides for a consistent definition and measurement of fair value, as well as similar disclosure requirements between U.S. generally accepted accounting principles and International Financial Reporting Standards. The accounting standard update changes certain fair value measurement principles, clarifies the application of existing fair value measurement, and expands the fair value measurement disclosure requirements, particularly for Level 3 fair value measurements. The amendments in this accounting standard update are to be applied prospectively and are effective for interim and annual periods beginning after December 15, 2011. The adoption of this accounting standard update will become effective for the reporting period beginning January 1, 2012. The adoption of this guidance will not have a material impact on the Company’s financial position, results of operations or cash flows

 

In June 2011, the FASB issued an accounting standard update which requires the presentation of components of other comprehensive income with the components of net income in either (1) a continuous statement of comprehensive income that contains two sections, net income and other comprehensive income, or (2) two separate but consecutive statements. This accounting standard update eliminates the option to present components of other comprehensive income as part of the statement of shareholders’ equity, and is effective for interim and annual periods beginning after December 15, 2011.

 

In December 2011, the FASB issued ASU 2011-12, “Comprehensive Income - Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05,” to defer the effective date of the specific requirement to present items that are reclassified out of accumulated other comprehensive income to net income alongside their respective components of net income and other comprehensive income. All other provisions of this update, which are to be applied retrospectively, are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this accounting standard update will become effective for the reporting period beginning January 1, 2012. The adoption of this guidance will not have a material impact on the Company’s financial position, results of operations or cash flows.

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

 

In September 2011, the FASB issued an accounting standard update that amends the accounting guidance on goodwill impairment testing. The amendments in this accounting standard update are intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The amendments in this accounting standard update are effective for interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of this accounting standard update will become effective for the reporting period beginning January 1, 2012. The adoption of this guidance will not have a material impact on the Company’s financial position, result of operations or cash flows.

 

In December 2011, the FASB issued Accounting Standard Update 2011-10, “Derecognition of in Substance Real Estate—a Scope Clarification” to clarify that when a parent (reporting entity) ceases to have a controlling financial interest (as described in ASC subtopic 810-10, Consolidation) in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt, the reporting entity should apply the guidance in subtopic 360-20, Property, Plant and Equipment, to determine whether it should derecognize the in substance real estate. Generally, a reporting entity would not satisfy the requirements to derecognize the in substance real estate before the legal transfer of the real estate to the lender and the extinguishment of the related nonrecourse indebtedness. Under this new guidance, even if the reporting entity ceases to have a controlling financial interest under subtopic 810-10, the reporting entity would continue to include the real estate, debt, and the results of the subsidiary’s operations in its consolidated financial statements until legal title to the real estate is transferred to legally satisfy the debt. This amendment is applicable to us prospectively for deconsolidation events occurring after June 15, 2012. The adoption of this accounting standard update will become effective for the reporting period beginning July 1, 2012. The adoption of this guidance will not have a material impact on the Company’s financial position, results of operations, or cash flows.

 

NOTE 2 - EQUITY

 

The authorized common stock of the Company consists of 500,000,000 shares with par value of $0.0001.   There were 283,981,284 shares of common stock issued and outstanding at December 31, 2010 and 2009.

 

On November 14, 2008, the Company issued 200,000,000 shares of common stock for third-party services provided during 2008 for a value of $200,000 or $0.001 per share.

 

On May 15, 2009, the Company cancelled shares held by Alberto Docouto, West Nevada Precious Metals, Miranda II Mining and Miranda III Mining (“Defendants”) totaling 32,856,015 related to a June 18, 2008 Stipulation and Order to Dismiss all Claim and Counterclaims with Prejudice (“Stipulation”) filed with the Clark County District Court in matter involving the aforementioned parties. In the Stipulation, the Defendants agreed to abandon any stock or interest held in Vista Continental Corp. As a result, the Company ordered the cancellation of such shares and recorded these cancellations at the Company’s common stock par value with an offset against additional paid-in capital.

 

On August 17, 2009, the Company issued 15,000,000 shares of common stock for satisfaction of a liability against the Company by a former officer of $15,000 or $0.001 per share.

 

NOTE 3 - ADVANCES FROM RELATED PARTIES

 

Advances from related parties as of December 31, 2011, 2010 and 2009 consisted of funds were $10,878, $6,707 and $3,147 respectively including accrued interest of $2,908, $1,061 and $177, respectively, advanced to the Company by its President and a shareholder. The advances are due on demand, unsecured and bear interest at an annual rate of 18%.

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

NOTES TO FINANCIAL STATEMENTS

 

NOTE 4 - GOING CONCERN

 

As shown in the accompanying financial statements, the Company incurred net losses of $19,606, $13,359 and $10,445 for the years ended December 31, 2011, 2010 and 2009, respectively and $245,210 since re-entry into development stage. Working capital deficit was $82,461, $62,855 and $49,496 as of December 31, 2011, 2010 and 2009, respectively. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

 

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have cash, nor material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation which raises substantial doubt about the Company’s ability to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company.

 

NOTE 5 – INCOME TAXES

 

We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception.  When it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit.  We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.

 

The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the twelve-months ended December 31, 2011, or during the prior three years applicable under FASB ASC 740.  We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the consolidated balance sheet.   All tax returns have not yet been filed by the Company.

 

Income tax provision at the federal statutory rate			35%
Effect on operating losses			(35%	)
			—

 

Net deferred tax assets consist of the following:

 

		2011				2010				2009
Net operating loss carry forward		$	85,823			$	78,961			$	74,285
Valuation allowance			(85,823	)			(78,961	)			(74,285	)
Net deferred tax asset		$	—			$	—			$	—

 

A reconciliation of income taxes computed at the statutory rate is as follows:

 

		2011				2010				2009				Since Inception
Tax at statutory rate (35%)		$	6,862			$	4,676			$	3,656			$	85,823
Increase in valuation allowance			(6,862	)			(4,676	)			(3,656	)			(85,823	)
Net deferred tax asset		$	—			$	—			$	—			$	—

 

The Company did not pay any income taxes during the years ended December 31, 2011, 2010 or 2009.

 

The net federal operating loss carry forward will expire from 2028 through 2031.  This carry forward may be limited upon the consummation of a business combination under IRC Section 381.

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

CONDENSED BALANCE SHEETS

 

		March 31, 2011				June 30, 2011				September 30, 2011				December 31, 2010
		(Unaudited)				(Unaudited)				(Unaudited)				(Audited)
ASSETS
Cash		$	-			$	-			$	-			$	-
Total assets		$	-			$	-			$	-			$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable		$	56,854			$	60,361			$	67,911			$	56,148
Advances from related parties, including accrued interest			9,514				10,091				10,403				6,708
Total liabilities			66,368				70,452				78,314				62,855
Stockholders' deficit
Common stock; $0.0001 par value; 500,000,000 shares authorized, 283,981,284 issued and outstanding at December 31, 2010 and 2009, respectively			28,398				28,398				28,398				28,398
Additional paid-in capital			11,458,586				11,458,586				11,458,586				11,458,586
Accumulated deficit			(11,324,235	)			(11,324,235	)			(11,324,235	)			(11,324,235	)
Accumulated deficit during development stage			(229,118	)			(233,202	)			(241,064	)			(225,604	)
Total stockholders' deficit			(66,369	)			(70,453	)			(78,315	)			(62,855	)
Total liabilities and stockholders' deficit		$	-			$	-			$	-			$	-

 

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,				Cumulative since re-entry into development stage January 1, 2008 to September 30,
		2011				2011				2011				2011				2011				2011
Revenues		$	-			$	-			$	-			$	-			$	-			$	-
Operating expenses
General and administrative			489				590				1,079				4,215				5,294				218,860
Total operating expenses			489				590				1,079				4,215				4,215				218,860
Loss from operations			(489	)			(590	)			(1,079	)			(4,215	)			(5,294	)			(218,860	)
Other expense
Interest expense			3,025				3,494				6,519				3,647				10,166				21,732
Net loss		$	(3,514	)		$	(4,084	)		$	(7,598	)		$	(7,862	)		$	(15,460	)		$	(241,064	)
Basic and diluted income (loss) per common share		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Basic and diluted  weighted average common shares outstanding			283,981,284				283,981,284				283,981,284				283,981,284				283,981,284

 

 

 

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

CONDENSED STATEMENTS OF CASH FLOWS

 

		Three Months Ended				Six Months Ended				Nine Months Ended				Cumulative since re-entry into development stage January 1, 2008 to
		March 31, 2011				June 30, 2011				September 30, 2011				September 30, 2010
Cash flows from operating activities:
Net loss		$	(3,514	)		$	(7,598	)		$	(15,460	)		$	(241,064	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation			-				-				-				200,000
Changes in operating assets and liabilities:
Change in accounts payable			709				4,358				11,765			$	30,662
Net cash used in operating activities			(2,806	)			(3,240	)			(3,694	)			(10,401	)
Cash flow from investing activities:
Net cash used in financing activities			-				-				-				--
Cash flow from financing activities:
Proceeds of loans from related parties			2,806				3,240				3,694				10,401
Net cash used in financing activities			2,806				3,240				3,694				10,401
Net change in cash			-				-				-				-
Cash, beginning of period			-				-				-				-
Cash, end of period		$	-			$	-			$	-			$	-
Supplemental cash flow information:
Interest paid		$	-			$	-			$	-			$	-
Taxes paid		$	-			$	-			$	-			$	-
Non-cash financing activities:
Issuance of common stock for satisfaction of liability		$	-			$	-			$	-			$	15,000
Cancellation of 32,856,015 shares at par		$	-			$	-			$	-			$	3,286

 

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

CONDENSED BALANCE SHEETS

 

		March 31, 2010				June 30, 2010				September 30, 2010				December 31, 2009
		(Unaudited)				(Unaudited)				(Unaudited)				(Audited)
ASSETS
Cash		$	-			$	-			$	-			$	-
Total assets		$	-			$	-			$	-			$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable		$	46,745			$	49,828			$	52,939			$	46,349
Advances from related parties, including accrued interest			5,866				5,647				5,647				3,147
Total liabilities			52,611				55,475				58,586				49,496
Stockholders' deficit
Common stock; $0.0001 par value; 500,000,000 shares authorized, 283,981,284 issued and outstanding at September 30, 2010, June 30, 2010, March 31, 2010 and December 31, 2009, respectively			28,398				28,398				28,398				28,398
Additional paid-in capital			11,458,586				11,458,586				11,458,586				11,458,586
Accumulated deficit			(11,324,235	)			(11,324,235	)			(11,324,235	)			(11,324,235	)
Accumulated deficit during development stage			(215,360	)			(218,224	)			(221,335	)			(212,245	)
Total stockholders' deficit			(52,611	)			(55,475	)			(58,586	)			(49,496	)
Total liabilities and stockholders' deficit		$	-			$	-			$	-			$	-

 

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months Ended				Three Months Ended				Six Months Ended				Three Months Ended				Nine Months Ended				Cumulative since re-entry into development stage January 1, 2008 to
		March 31, 2010				June 30, 2010				June 30, 2010				September 30, 2010				September 30, 2010				September 30, 2010
Revenues		$	-			$	-			$	-			$	-			$	-			$	-
Operating expenses
General and administrative			1,096				714				1,810				829				2,639				212,781
Total operating expenses			1,096				714				1,810				829				2,639				212,781
Loss from operations			(1,096	)			(714	)			(1,810	)			(829	)			(2,639	)			(212,781	)
Other expense
Interest expense			2,018				2,149				4,167				2,282				6,449			$	8,554
Net loss		$	(3,114	)		$	(2,863	)		$	(5,977	)		$	(3,111	)		$	(9,088	)		$	(221,335	)
Basic and diluted income (loss) per common share		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Basic and diluted weighted average common shares outstanding			283,981,284				283,981,284				283,981,284				283,981,284				283,981,284

 

 

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Three Months Ended				Six Months Ended				Nine Months Ended				Cumulative since re-entry into development stage January 1, 2008 to
		March 31, 2010				June 30, 2010				September 30, 2010				September 30, 2010
Cash flows from operating activities:
Net loss		$	(3,114	)		$	(5,977	)		$	(9,088	)		$	(221,335	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation			-				-				-				200,000
Changes in operating assets and liabilities:
Change in accounts payable			614				3,477				6,588				15,688
Net cash used in operating activities			(2,500	)			(2,500	)			(2,500	)			(5,647	)
Cash flow from investing activities:
Net cash used in financing activities			-				-				-				-
Cash flow from financing activities:
Proceeds of loans from related parties			2,500				2,500				2,500				5,647
Net cash used in financing activities			2,500				2,500				2,500				5,647
Net change in cash			-				-				-				-
Cash, beginning of period			-				-				-				-
Cash, end of period		$	-			$	-			$	-			$	-
Supplemental cash flow information:
Interest paid		$	-			$	-			$	-			$	-
Taxes paid		$	-			$	-			$	-			$	-
Non-cash financing activities:
Issuance of common stock for satisfaction of liability		$	-			$	-			$	-			$	15,000
Cancellation of 32,856,015 shares at par		$	-			$	-			$	-			$	3,286

 

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

CONDENSED BALANCE SHEETS

 

		March 31, 2009				June 30, 2009				September 30, 2009				December 31, 2008
		(Unaudited)				(Unaudited)				(Unaudited)				(Audited)
ASSETS
Cash		$	-			$	-			$	-			$	-
Total assets		$	-			$	-			$	-			$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable		$	39,501			$	39,951			$	41,609			$	39,051
Advances from related parties, including accrued interest			15,000				15,000				3,010				15,000
Total current liabilities			54,501				54,951				44,619				54,051
Loan from related party
Loan from related party			-				-				-				-
Total liabilities			54,501				54,951				44,619				54,051
Stockholders' deficit
Common stock; $0.0001 par value; 500,000,000 shares authorized, 283,981,284 issued and outstanding at September 30, 2009; 301,837,299 issued and outstanding at June 30, 2009, March 31, 2009 and December 31, 2008, respectively			30,184				30,184				28,398				30,184
Additional paid-in capital			11,441,800				11,441,800				11,458,586				11,441,800
Accumulated deficit			(11,324,235	)			(11,324,235	)			(11,324,235	)			(11,324,235	)
Accumulated deficit during development stage			(202,250	)			(202,700	)			(207,367	)			(201,800	)
Total stockholders' deficit			(54,501	)			(54,951	)			(44,618	)			(54,051	)
Total liabilities and stockholders' deficit		$	-			$	-			$	-			$	-

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months Ended				Three Months Ended				Six Months Ended				Three Months Ended				Nine Months Ended				Cumulative since re-entry into development stage January 1, 2008 to
		March 31, 2009				June 30, 2009				June 30, 2009				September 30, 2009				September 30, 2009				September 30, 2009
Revenues		$	-			$	-			$	-			$	-			$	-			$	-
Operating expenses
General and administrative			450				450				900				4,055				4,955			$	206,755
Total operating expenses			450				450				900				4,055				4,955				206,755
Loss from operations			(450	)			(450	)			(900	)			(4,055	)			(4,955	)			(206,755	)
Other expense
Interest expense			-				-				-				612				612				612
Net loss		$	(450	)		$	(450	)		$	(900	)		$	(4,667	)		$	(5,567	)			(207,367	)
Basic and diluted income (loss) per common share		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Basic and diluted weighted average common shares outstanding			301,837,299				285,228,764				293,487,152				276,155,197				287,646,346

 

 

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Three Months Ended				Six Months Ended				Nine Months Ended				Cumulative since re-entry into development stage January 1, 2008 to
		March 31, 2009				June 30, 2009				September 30, 2009				September 30, 2009
Cash flows from operating activities:
Net loss		$	(450	)		$	(900	)		$	(5,567	)		$	(207,367	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation			-				-				-				200,000
Changes in operating assets and liabilities:
Change in accounts payable			450				900				3,338				5,138
Net cash used in operating activities			-				-				(2,229	)			(2,229	)
Cash flow from investing activities:
Net cash used in financing activities			-				-				-				-
Cash flow from financing activities:
Proceeds of loans from related parties			-				-				2,229				2,229
Net cash used in financing activities			-				-				2,229				2,229
Net change in cash			-				-				-				-
Cash, beginning of period			-				-				-				-
Cash, end of period		$	-			$	-			$	-			$	-
Supplemental cash flow information:
Interest paid		$	-			$	-			$	-			$	-
Taxes paid		$	-			$	-			$	-			$	-
Non-cash financing activities:
Issuance of common stock for satisfaction of liability		$	-			$	-			$	15,000			$	15,000
Cancellation of 32,856,015 shares at par		$	-			$	-			$	-			$	3,286

 

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

BALANCE SHEETS

(Unaudited)

 

		December 31, 2008				September 30, 2008
ASSETS
Cash		$	-			$	-
Total assets		$	-			$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable		$	39,051			$	38,601
Advances from related parties, including accrued interest			15,000				15,000
Total current liabilities			54,051				53,601
Loan from related party
Loan from related party			-				-
Total liabilities			54,051				53,601
Stockholders' deficit
Common stock; $0.0001 par value; 500,000,000 shares authorized, 301,837,299 issued and outstanding at December 31, 2008 and September 30, 2008, respectively			30,184				30,184
Additional paid-in capital			11,441,800				11,441,800
Accumulated deficit			(11,324,235	)			(11,324,235	)
Accumulated deficit during development stage			(201,800	)			(201,350	)
Total stockholders' deficit			(54,051	)			(53,601	)
Total liabilities and stockholders' deficit		$	-			$	-

 

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months Ended				Cumulative since re-entry into development stage January 1, 2008 to
		December 31, 2008				December 31, 2008
Revenues		$	-			$	-
Operating expenses
General and administrative			450			$	201,800
Total operating expenses			450				201,800
Loss from operations			(450	)			(201,800	)
Other expense
Interest expense			-			$	-
Net loss		$	(450	)		$	(201,800	)
Basic and diluted income (loss) per common share		$	(0.00	)
Basic and diluted  weighted average common shares outstanding			301,837,299

 

 

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Three Months Ended				Cumulative since re-entry into development stage January 1, 2008 to
		December 31, 2008				December 31, 2008
Cash flows from operating activities:
Net loss		$	(450	)		$	(201,800	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation			-				200,000
Changes in operating assets and liabilities:
Change in accounts payable			450				1,800
Net cash used in operating activities			-				-
Cash flow from investing activities:
Net cash used in financing activities			-				-
Cash flow from financing activities:
Proceeds of loans from related parties			-				--
Net cash used in financing activities			-				--
Net change in cash			-				-
Cash, beginning of period			-				-
Cash, end of period		$	-			$	-
Supplemental cash flow information:
Interest paid		$	-			$	-
Taxes paid		$	-			$	-

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

BALANCE SHEETS

(Unaudited)

 

		September 30, 2008				September 30, 2007				September 30, 2006				September 30, 2005
ASSETS
Cash		$	-			$	-			$	-			$	809
Total assets		$	-			$	-			$	-			$	809
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable		$	38,601			$	161,620			$	125,532			$	125,532
Advances from related parties, including accrued interest			15,000				15,000				15,000				15,000
Total liabilities			53,601				176,620				140,532				140,532
Stockholders' deficit
Common stock; $0.0001 par value; 500,000,000 shares authorized, 283,981,284 issued and outstanding at December 31, 2010 and 2009, respectively			30,184				10,184				10,184				10,184
Additional paid-in capital			11,441,800				11,261,800				11,261,800				11,261,800
Accumulated deficit			(11,324,235	)			(11,448,603	)			(11,412,515	)			(11,411,707	)
Accumulated deficit			(201,350	)			-				-				-
Total stockholders' deficit			(53,601	)			(176,619	)			(140,531	)			(139,723	)
Total liabilities and stockholders' deficit		$	-			$	-			$	-				809

 

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

STATEMENTS OF OPERATIONS

(Unaudited)

 

		For the year ended September 30, 2008				For the year ended September 30, 2007				For the year ended September 30, 2006				For the year ended September 30, 2005
Revenues		$	-			$	-			$	-			$	-
Operating expenses
General and administrative			201,350				-				-				-
Total operating expenses			201,350				-				-				-
Loss from operations			(201,350	)			-				-				-
Other expense
Interest expense			-				-				-				-
Net loss from continuing operations			(201,350	)			-				-				-
Discontinued operations
Net loss from discontinued operations			-				36,088				808				1,770,083
Net loss from continuing operations			(201,350	)			(36,088	)			(808	)			(1,770,083	)
Basic and diluted income (loss) per common share			(0.00	)			(0.00	)			(0.00	)			(0.02	)
Basic and diluted weighted average common shares outstanding			301,837,299				101,837,299				101,837,299				92,304,873

 

 

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

STATEMENT OF STOCKHOLDERS' DEFICIT

(Unaudited)

 

		Common Stock								Additional Paid-in				Accumulated				Accumulated Deficit During Development				Total Stockholders'
		Shares				Amount				Capital				Deficit				Stage				Deficit
Balance, September 30, 2004			81,239,543			$	8,124			$	10,407,933			$	(14,912,717	)		$	-			$	(4,496,660	)
Issuance of common stock for services, $0.01 per share			3,894,116				389				419,022				-				-				419,411
Issuance of common stock for services, $0.006 per share			3,333,333				333				199,667				-				-				200,000
Issuance of common stock for satisfaction of liability			13,370,307				1,337				235,179				-				-				236,516
Reorganization elimination of minority interest and discontinued operations			-				-				-				5,271,093				-				5,271,093
Net loss			-				-				-				(1,770,083	)			-				(1,770,083	)
Balance, September 30, 2005			101,837,299			$	10,184			$	11,261,800			$	(11,411,707	)		$	-			$	(139,723	)
Net loss			-				-				-				(808	)			-				(808	)
Balance, September 30, 2006			101,837,299			$	10,184			$	11,261,800			$	(11,412,515	)		$	-			$	(140,531	)
Net loss			-				-				-				(36,088	)			-				(36,088	)
Balance, September 30, 2007			101,837,299			$	10,184			$	11,261,800			$	(11,448,603	)		$	-			$	(176,619	)
Issuance of common stock for services, $0.01 per share			200,000,000				20,000				180,000				-				-				200,000
Net Loss			-				-				-				-				(201,350	)			(201,350	)
Balance, September 30, 2008			301,837,299			$	30,184			$	11,441,800			$	(11,448,603	)		$	(201,350	)		$	(377,969	)

 

 

WOLVERINE HOLDING CORP.

(A Development Stage Enterprise)

STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For the year ended September 30, 2008				For the year ended September 30, 2007				For the year ended September 30, 2006				For the year ended September 30, 2005
Cash flows from operating activities:
Net loss		$	(201,350	)		$	(36,088	)		$	(809	)		$	(1,770,083	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation			200,000				-				-				-
Changes in operating assets and liabilities:
Change in assets and liabilities of discontinued operations			-				-				-				1,654,011
Change in accounts payable			1,350				36,088				-				79,358
										$	-
Net cash used in operating activities			-				-				(809	)			(36,714	)
Cash flow from investing activities:
Net cash used in financing activities			-				-				-				-
Cash flow from financing activities:
Proceeds of loans from related parties			-				-				-				15,000
Net cash used in financing activities			-				-				-				15,000
Net change in cash			-				-				(809	)			(21,714	)
Cash, beginning of period			-				-				809				22,523
Cash, end of period		$	-			$	-			$	-			$	809
Supplemental cash flow information:
Interest paid		$	-			$	-			$	-			$	-
Taxes paid		$	-			$	-			$	-			$	-
Non-cash financing activities:
Issuance of common stock for satisfaction of liability		$	-			$	-			$	-			$	236,516
Issuance of common stock for services		$	-			$	-			$	-			$	619,411
Write-off of accounts payable		$	123,019			$	-			$	-			$	-

 

 

 

 

 

Wolverine Holding Corp.

Notes to the Quarterly Condensed Financial Statements

2008 through 2011

 

 

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying unaudited financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America. However, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted or condensed pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation have been included. The results for interim periods are not necessarily indicative of results for the entire year. These condensed financial statements and accompanying notes should be read in conjunction with the Company’s annual financial statements and the notes thereto for the fiscal year ended December 31, 2011 included in its Annual Report on Form 10-K.

 

Loss Per Share

 

Net loss per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.”  The weighted-average number of common shares outstanding during each period is used to compute basic loss per share.  Diluted loss per share is computed using the weighted averaged number of shares and dilutive potential common shares outstanding.  Dilutive potential common shares are additional common shares assumed to be exercised.

 

Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during 2009 through 2011 and since reentry into development stage.  As of December 31, 2011, 2010 and 2009 and since re-entry into development stage, the Company had no dilutive potential common shares.

 

NOTE 2 – GOING CONCERN

 

As shown in the accompanying financial statements, the Company incurred net losses since re-entry into development stage. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

 

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have cash, nor material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation which raises substantial doubt about the Company’s ability to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company.

 

NOTE 2 - EQUITY

 

On November 14, 2008, the Company issued 200,000,000 shares of common stock for third-party services provided during 2008 for a value of $200,000 or $0.001 per share.

 

On May 15, 2009, the Company cancelled shares held by Alberto Docouto, West Nevada Precious Metals, Miranda II Mining and Miranda III Mining (“Defendants”) totaling 32,856,015 related to a June 18, 2008 Stipulation and Order to Dismiss all Claim and Counterclaims with Prejudice (“Stipulation”) filed with the Clark County District Court in matter involving the aforementioned parties. In the Stipulation, the Defendants agreed to abandon any stock or interest held in Vista Continental Corp. As a result, the Company ordered the cancellation of such shares and recorded these cancellations at the Company’s common stock par value with an offset against additional paid-in capital.

 

On August 17, 2009, the Company issued 15,000,000 shares of common stock for satisfaction of claims against the Company by a former officer of $15,000 or $0.001 per share.

 

NOTE 3 – RELATED PARTY TRANSACTIONS

 

Amount due to stockholders represents a series of advances from stockholders to fund working capital requirements. These loans have been provided to company through a series of debt agreements that bear an interest rate of 18%, and the amount due including interest can be converted into shares of the company at a conversion rate of $0.01 per share. During 2009, a shareholder converted $15,000 of the loan balance for 15,000,000 shares of common stock. The balances due to the shareholders at the end of each quarter were:

 

March 31, 2009	$15,000
June 30, 2009	$15,000
September 30, 2009	$3,010
March 31, 2010	$5,866
June 30, 2010	$5,647
September 30, 2010	$5,647
March 31, 2011	$9,514
June 30, 2011	$10,091
September 30, 2011	$10,403

 

 

 

 

 

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES

 

(a) Financial Statements Filed

 

INDEX TO FINANCIAL STATEMENTS	Page
Report of Independent Registered Public Accounting Firm (audit)	F-1
Balance Sheet December 31,  2011, 2010, 2009 respectively	F-2
Statement of Operations Years Ended December 31, 2011, 2010, and 2009	F-3
Statement of Stockholders’ Deficit	F-4
Statement of Cash Flows – Year Ended December 31, 2011, 2010, and 2009	F-5
Notes to the Financial Statements	F-6
Balance Sheet March 31, June 30, September 30, 2011  and December 31, 2010	F-11
Statement of Operations for the three, six, and nine months ended March 31, June 30, and September 30, 2011 respectively	F-12
Statement of Cash Flows for the three, six, and nine months ended March 31, June 30, and September 30th, 2011 respectively	F-13
Balance Sheet March 31, June 30, and September 30, 2010 and December 31, 200	F-14
Statement of Operations for the three, six, and nine months ended March 31, June 30, and September 30th, 2010	F-15
Statement of Cash Flows for the three, six, and nine months ended March 31, June 30, and September 30th, 2010	F-16
Balance Sheet March 31, June 30, and September 30, 2009, and December 31, 2008	F-17
Statement of Operations for the three, six, and nine months ended March 31, June 30, and September 30, 2009	F-18
Statement of Cash Flows for the three, six, and nine months ended March 31, June 30, and September 30, 2009	F-19
Balance Sheet December 31 and September 30, 2008 respectively	F-20
Statement of Operations for the three months ended December 31, 2008	F-21
Statement of Cash Flows for the three months ended December 31, 2008	F-22
Balance Sheet September 30, 2008, 2007, 2006, and 2005 respectively	F-23
Statement of Operations for the years ended September 30, 2008, 2007, 2006, and 2005 respectively	F-24
Statement of Stockholders’ Deficit	F-25
Statement of Cash Flows for the years ended September 30, 2008, 2007, 2006, and 2005 respectively	F-26
Notes to the Quarterly Condensed Financial Statements 2008 through 2011	F-27

 

(b) Exhibits

 

Exhibit No.	Description of Exhibit
2.1	Agreement and Plan of Merger by and among Vista Continental Corporation, Wolverine Holding Corp., and Huskie Acquisition Corp.  (1)
2.2	Certificate of Merger filed August 28, 2009 (1)
2.3	Certificate of Correction Regarding Certificate of Merger filed September 14, 2009  (1)
3.1	Certificate of Incorporation of Wolverine Holding Corp.  (1)
3.2	By-Laws of Wolverine Holding Corp.
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document*
101.SCH	XBRL Schema Document*
101.CAL	XBRL Calculation Linkbase Document*
101.DEF	XBRL Definition Linkbase Document*
101.LAB	XBRL Label Linkbase Document*
101.PRE	XBRL Presentation Linkbase Document*

 

* Previously furnished.

(1) Incorporated by reference from the Company’s Form 8-K12g3 filed February 26, 2010

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

	WOLVERINE HOLDING CORP.
	By:	/s/ Erik S. Nelson
		Eric Nelson President, Director

 

 

 

March 13, 2013