SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

S	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2012

 

£	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

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

 

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 S No £

 

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 S

 

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

 

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 August 13, 2012.

 

  

Table of Contents

 

	Page #
PART I.  FINANCIAL INFORMATION	3
Item 1.  Condensed Financial Statements	3
Condensed Balance Sheets	3
Condensed Statements of Operations	4
Condensed Statements of Cash Flows	5
Notes to Condensed Financial Statements	6
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 4.  Controls and Procedures	11
PART II.  OTHER INFORMATION	11
Item 1.  Legal Proceedings	11
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3.  Defaults Upon Senior Securities	12
Item 4.  Mine Safety Disclosures	12
Item 5.  Other Information	12
Item 6.  Exhibits	13

 

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1.

Condensed Financial Statements

 

WOLVERINE HOLDING CORP.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

  

		June 30, 2012				December 31, 2011
		(Unaudited)
ASSETS
Cash		$	–			$	–
Total assets		$	–			$	–
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable		$	86,626			$	71,583
Advances from related parties, including accrued interest			12,273				10,878
Total liabilities			98,899				82,461
Stockholders' deficit
Common stock; $0.0001 par value; 500,000,000 shares authorized, 283,981,284 issued and outstanding at June 30, 2012 and December 31, 2011, respectively
Additional paid-in capital			11,458,586				11,458,586
Accumulated deficit			(11,324,235	)			(11,324,235	)
Accumulated deficit during development stage			(261,648	)			(245,210	)
Total stockholders' deficit			(98,899	)			(82,461	)
Total liabilities and stockholders' deficit		$	–			$	–

 

 

 

WOLVERINE HOLDING CORP.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

		Cummulative since re-entry into development stage				Six Months Ended June 30,								Three Months Ended June 30,
		January 1, 2008				2012				2011				2012				2011
Revenues		$	–			$	–			$	–			$	–			$	–
Operating expenses
General and administrative			227,906				8,596				1,079				8,146				590
Total operating expenses			227,906				8,596				1,079				8,146				590
Loss from operations			(227,906	)			(8,596	)			(1,079	)			(8,146	)			(590	)
Other expense
Interest expense			33,742				7,842				6,519				3,899				3,494
Net loss		$	(261,648	)		$	(16,438	)		$	(7,598	)		$	(12,045	)		$	(4,084	)
Basic and diluted loss per common share						$	(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

 

 

 

 

WOLVERINE HOLDING CORP.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Cummulative since
		re-entry into
		development stage				Six months ended
		January 1, 2008				June 30, 2012				June 30, 2011
Cash flows from operating activities:
Net loss		$	(261,648	)		$	(16,438	)		$	(7,598	)
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			49,375				15,042				4,358
Net cash used in operating activities			(12,273	)			(1,396	)			(3,240	)
Cash flow from investing activities:
Net cash used in financing activities			–				–				–
Cash flow from financing activities:
Proceeds of loans from related parties			12,273				1,396				3,240
Net cash used in financing activities			12,273				1,396				3,240
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 Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

 

NOTE 1 - COMPANY HISTORY

 

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. Accordingly, the historical financial information of Wolverine presented in these financial statements is that of Vista Continental Corp. These operations are now included as discontinued operations.

 

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 and 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 Company.

 

 

NOTE 2 - 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 2008 through 2012 and since reentry into development stage. As of June 30, 2012, December 31, 2011, and since re-entry into development stage, the Company had no dilutive potential common shares.

 

 

NOTE 3 - GOING CONCERN

 

The accompanying unaudited financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern. However, the Company has limited operations and has sustained substantial operating losses in recent years resulting in a substantial accumulated deficit. The Company’s cash requirements for working capital have been satisfied through loans from its majority shareholders and the Company expects to obtain additional capital through shareholder loans and/or a debt or equity financing to continue its operations. There is no assurance the Company will be successful in raising the needed additional capital or that such additional funds will be available for the Company on acceptable terms, if at all. The Company’s President, who is also the majority shareholder, has orally agreed to fund its operations for the next twelve months, based on the Company’s current level of expenditures, as necessary. However, the Company’s need for capital may change dramatically if it acquires a suitable business opportunity during that period. In view of these matters, the continued existence of the Company is dependent upon its ability to meet its financing requirements on a continuing basis and to succeed in its future operations.

 

Management’s plans are to identify and pursue profitable business opportunities through mergers and acquisitions, so as to diversify the business risks and maximize the returns to stockholders.

 

 

To meet these objectives, the Company plans to seek potential merger candidates and expects to raise additional capital, through private equity and/or debt investment in order to support existing operations and expand the range and scope of its business. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all. Management believes that actions presently taken to revise the Company’s operating and financial requirements provide the opportunity for the Company to continue as a going concern. The Company’s ability to achieve these objectives cannot be determined at this time. If the Company is unsuccessful in its endeavors, it may have to cease operations.

 

 

NOTE 4 - 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 June 30, 2012 and December 31, 2011.

 

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 5 - 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 the 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. The balance due to related parties was $12,273 and 10,878 as of June 30, 2012 and December 31, 2011, respectively.

 

 

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Safe-Harbor for Forward-Looking Statements

 

When used in this Annual Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act and Section 21e of the Exchange Act regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, operating results, and financial position. Persons reviewing this Annual Report are cautioned that any forward looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual result may differ materially from those included within the forward looking statements as a result of various factors. Such factors include, but are not limited to, general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.

 

These risks and uncertainties, many of which are beyond our control, include (i) the sufficiency of existing capital resources and the Company’s ability to raise additional capital to fund cash requirements for future operations; (ii) uncertainties involved in the acquisition of an operating business in targeted industry and/or a targeted geographic region; (iii) the Company’s ability to achieve sufficient revenues through an operating business to fund and maintain operations; (iv) volatility of the stock market; and (v) general economic conditions. Although the Company believes the expectations reflected in these forward-looking statements are reasonable, such expectations may prove to be incorrect. Investors should be aware that they could lose all or substantially all of their investment.

 

Critical Accounting Policies

 

Based on the Company’s current level of limited operations and development stage status, the Company does not believe it has any critical accounting policies at this time.

 

Results of Operations – The Three Months Ended June 30, 2012 Compared to the Three Months Ended June 30, 2011

 

Revenues

 

The Company did not recognize any revenue in each of the three-month periods ended June, 2012 and June 30, 2011

 

General and Administrative

 

General and administrative expenses consist primarily of public company compliance expenses, including legal and accounting expenses. General and administrative expenses for the three month period ended June 30, 2012 increased 1,281%, or $7,556 to $8,146 from $590 for the three month period ended June 30, 2011. The increase in expenses in the current period was primarily due to increased fees associated with the Company’s filing its 2011 annual report with the Securities and Exchange Commission.

 

 

Other (Income) Expenses

 

Interest Expense for the three month period ended June 30, 2012 increased 12%, or $405 to $3,899 from $3,494 for the three month period ended June 30, 2011. The increase in interest expenses is primarily due to a higher outstanding accounts payable balance and higher balance on advances from related parties.

 

Results of Operations – The Six Months Ended June 30, 2012 Compared to the Six Months Ended June 30, 2011

 

Revenues

 

The Company did not recognize any revenue in each of the six-month periods ended June 30, 2012 and June 30, 2011.

 

General and Administrative

 

General and administrative expenses consist primarily of public company compliance expenses, including legal and accounting expenses. General and administrative expenses for the six month period ended June 30, 2012 increased 697%, or $7,517 to $8,596 from $1,079 for the six month period ended June 30, 2011. The increase in expenses in the current period was primarily due to increased fees associated with the Company’s filing its 2011 annual report with the Securities and Exchange Commission.

 

Other (Income) Expenses

 

Interest Expense for the six month period ended June 30, 2012 increased 20%, or $1,323 to $7,842 from $6,519 for the six month period ended June 30, 2011. The increase in interest expenses is primarily due to a higher outstanding accounts payable balance and higher balance on advances from related parties.

 

Liquidity and Capital Resources

 

These risks and uncertainties, many of which are beyond our control, include (i) the sufficiency of existing capital resources and the Company’s ability to raise additional capital to fund cash requirements for future operations; (ii) uncertainties involved in the acquisition of an operating business in targeted industry and/or a targeted geographic region; (iii) the Company’s ability to achieve sufficient revenues through an operating business to fund and maintain operations; (iv) volatility of the stock market; and (v) general economic conditions. Although the Company believes the expectations reflected in these forward-looking statements are reasonable, such expectations may prove to be incorrect. Investors should be aware that they could lose all or substantially all of their investment.

 

 

Off-Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

 

ITEM 4.

Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

The Company’s Chief Executive Officer and Chief Financial Officer (the “Certifying Officer”) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Certifying Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (a) accumulated and communicated to our management, including our Certifying Officer, as appropriate to allow timely decisions regarding required disclosure; and (b) recorded, processed, summarized and reported, within the time specified in the SEC’s rules and forms. Since that evaluation process was completed, there have been no significant changes in our disclosure controls or in other factors that could significantly affect these controls.

 

Changes in Internal Controls over Financial Reporting

 

There were no changes in our internal controls over financial reporting identified in connection with this evaluation that occurred during the period covered by this report that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

The Company is not party to any pending legal proceeding. To the knowledge of our management, no federal, state or local governmental agency is presently contemplating any proceeding against us.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

None in period ending June 30, 2012.

 

 

Item 3.

Defaults Upon Senior Securities

 

The Company is not currently in default upon any senior securities or other debt securities.

 

Item 4.

Mine Safety Disclosures

 

Not applicable

 

Item 5.

Other Information

 

None

 

 

Item 6.

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. (2)
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*

 

(1)

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

 

(2)

Incorporated by reference from the Company’s Form 10-K filed May 24, 2012

 

*

Pursuant to Rule 405(a)(2) of Regulation S-T, the Company will furnish the XBRL Interactive Data Files with detailed footnote tagging as Exhibit 101 in an amendment to this Form 10-Q within the permitted 30-day grace period granted for the first quarterly period in which detailed footnote tagging is required.

 

 

 

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, thereunto duly authorized.

 

	WOLVERINE HOLDING CORP.
August 13, 2012	By:	/s/ Erik S. Nelson
		Erik S. Nelson Principal Executive Officer

 

 

 

14