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                   SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549


                              FORM 10-K
(Mark One)

[X]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

             For the fiscal year ended December 31, 2012


[  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR
            15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
            For the transition period from          to

                   Commission file number 000-54724

                         WHOOPASS POKER CORPORATION
           (Exact name of registrant as specified in its charter)

                   WHIFFLETREE ACQUISITION CORPORATION
          (Former Name of Registrant as Specified in its Charter)

            Delaware                           00-0000000
    (State or other jurisdiction of           (I.R.S. Employer
     incorporation or organization)          Identification No.)

                           1472 North San Antonio Avenue
                           Upland, California 91786
           (Address of principal executive offices)  (zip code)


Registrant's telephone number, including area code:   909-297-0479

    Securities registered pursuant to Section 12(b) of the Act:  None

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

             Common Stock, $.0001 par value per share
                    (Title of class)


Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act
						[  ] Yes   [ X ] No

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.

						[  ] Yes   [ X ] No

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

						[ X ] Yes   [   ] No

Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (Section 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the reistrant was required to submit
and post such files).

						[ X ] Yes   [   ] No

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K.
						[ X ] Yes   [  ] No


Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.  See the definitions of "large accelerated
filer", "accelerated filer", "non-accelerated filer", and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated filer  [  ]       Accelerated filer         [   ]
Non-accelerated filer    [  ]       Smaller reporting company [ X ]
  (do not check if smaller reporting company)


Indicate by check mark whether the registrant is a shell company
   (as defined in Rule 12b-2 of the Exchange Act).

						[ X ] Yes   [  ] No

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter.

							    $ 0

Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.

       Class                                  Outstanding at
                                               April 1, 2013

Common Stock, par value $0.0001                 1,250,000
Documents incorporated by reference:            None


                               PART I

Item 1.  Business


      Whoopass Poker Corporation (formerly Whiffletree Acquisition Corporation)
("Whoopass" or the "Company") was incorporated on April 23, 2012 under the
laws of the State of Delaware to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers and acquisitions. The Company
has been in the developmental stage since inception.  In addition to a change
in control of its management and shareholders, the Company's operations to
date have been limited to issuing shares and filing a registration statement
on Form 10 pursuant to the Securities Exchange Act of 1934. The Company was
formed to provide a method for a foreign or domestic private company to
become a reporting company with a class of securities registered under the
Securities Exchange Act of 1934.

     On May 30, 2012, the Company registered its common stock on a
Form 10 registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof which became
automatically effective 60 days thereafter.

    The Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K.

     Change in Control:

    On November 1, 2012, the following events occurred which resulted in
a change of control of the Company:

    The Company redeemed an aggregate of 19,750,000 of the then
20,000,000 shares of outstanding stock at a redemption price of
$.0001 per share for an aggregate redemption price of $1,975.

    James Cassidy and James McKillop, both directors of the Company
and the then president and vice president, respectively, resigned such
directorships and all offices of the Company.  Messrs. Cassidy
and McKillop each beneficially retain 125,000 shares of the Company's
common stock.

     Donald W. Hohman Sr. was named as the sole director of the Company
and appointed its President and Treasurer.  Joanne Jenio was appointed
Secretary of the Company.

     On November 2, 2012, the COmpany issued 1,000,000 shares of its
common stock at par representing 80% of the then total outstanding
1,250,000 shares of common stock.

     The Company has no employees and only one director who also serves as
the Company's chief executive officer.

     The Company has entered into an agreement with Tiber Creek
Corporation of which the former president of the Company is the president
and controlling shareholder.  Tiber Creek Corporation assists companies to
become public reporting companies and for the preparation and filing of a
registration statement pursuant to the Securities Act of 1933, and the
introduction to brokers and market makers.

CURRENT ACTIVITIES

     The Company has not entered into any definitive or binding agreements
and there are no assurances that such transactions will occur, it is
actively pursuing the following avenues of development:

    The Company anticipates that it will enter into a business combination
with a private company that has developed and promoted two new internet and
casino appropriate poker-related games.  The private company  has developed
the games and promoted them at various gaming shows in the United States
and Costa Rica.  The company anticipates marketing the games for live play
at casinos as well as internet play.  The company has developed an accessory
and clothing line related to the games as well as a strategy guide.  The
company anticipates developing an international site for live play as well
as a United States site for free play.  These sites will also promote sales
of the accessories and clothing lines.

      The Company currently anticipates that the business combination
would take the form of a merger probably in the second or third quarter of
2013 although no binding agreement has been executed at the date of this
Report.  It is anticipated that such private company will bring with it to
such merger key operating business activities and a business plan.  As of
the date of this Report, no agreements have been executed to effect such a
business combination and although the Company anticipates that it will
effect such a business combination there is no assurance that such
combination will be consummated.

     If and when the Company chooses to enter into a business combination
with such private company or another, it will likely file a registration
statement after such business combination is effected.

     A combination will normally take the form of a merger, stock-for-stock
exchange or stock-for-assets exchange.  The Company may wish to structure
the business combination to be within the definition of  a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue
Code of 1986, as amended.

     As of December 31, 2012, the Company had not generated revenues and
had no income or cash flows from operations since inception.  At
December 31, 2012, the Company had sustained a net loss of $750
and had an accumulated deficit of $750.

     The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern.  At present, the Company has no operations and the continuation
of the Company as a going concern is dependent upon financial support from
its stockholders, its ability to obtain necessary equity financing to
continue operations and/or to successfully locate and negotiate with a
business entity for a business combination that would provide a basis
of possible operations.

     Tiber Creek Corporation paid, without expectation of repayment, all
expenses incurred by the Company until the change in control at which time
new management of the Company undertook payment of such expenses.  Because
of the absence of any on-going operations, these expenses are anticipated
to be relatively low.

      There is no assurance that the Company will ever be profitable.

Item 2.  Properties

     The Company has no properties and at this time has no agreements
to acquire any properties.  The Company currently uses the offices of
its president at no cost to the Company.

Item 3.  Legal Proceedings

     There is no litigation pending or threatened by or against the
Company.


Item 4.  Mine Safety Disclosures.

      Not applicable.

                              PART II

Item 5.  Market for Registrant's Common Equity, Related Stockholder
	 Matters and Issuer Purchases of Equity Securities

      There is currently no public market for the Company's securities.

     Once and if a business combination is effected, the Company may
wish to cause the Company's common stock to trade in one or more United
States securities markets.  The Company anticipates that it will take
the steps required for such admission to quotation following the business
combination or at some later time.

     At such time as it qualifies, the Company may choose to apply for
quotation of its securities on the OTC Bulletin Board.

     The OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to be
quoted on the OTC Bulletin Board, only market makers can initiate
quotes, and quoted companies do not have to meet any quantitative
financial requirements.  Any equity security of a reporting company not
listed on the Nasdaq Stock Market or on a national securities exchange
is eligible.

     Since inception, the Company has sold securities which
were not registered as follows:

                                            NUMBER OF
DATE                     NAME               SHARES       CONSIDERATION

April 30, 2012	    Tiber Creek 	     10,000,000    $1,000
		    Corporation (1)    (9,875,000 redeemed 11/1/2012)

April 30, 2012      MB Americus LLC (2)      10,000,000	   $1,000
                                       (9,875,000 redeemed 11/1/2012)

November 2, 2012    Donald W.Hohman, Sr.      1,000,000     $100

(1)  James Cassidy, was the president and a director of the Company,
is the sole shareholder and director of Tiber Creek Corporation,
a Delaware corporation, and Mr. Cassidy may be deemed to be the
beneficial owner of the shares of stock owned by Tiber Creek Corporation.

(2)   James McKillop is the sole principal of MB Americus LLC, a
California limited liability corporation.  Mr. McKillop is deemed to
be the beneficial owner of the shares of stock owned by MB Americus LLC.

Item 6.  Selected Financial Data.

	There is no selected financial data required to be filed for
a smaller reporting company.


Item 7.  Management's Discussion and Analysis of Financial Condition
	 and Results of Operations

   the Company has no operations nor does it currently engage in any
business activities generating revenues.  the Company's principal
business objective is to achieve a business combination with a target
company.

     As of December 31, 2012, the Company had not generated revenues and had
no income or cash flows from operations since inception.  At December 31,
2012, the Company had sustained a net loss of $750 and had an accumulated
deficit of $750.

    The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going concern.
At present, the Company has no operations and the continuation of the Company
as a going concern is dependent upon financial support from its stockholders,
its ability to obtain necessary equity financing to continue operations
and/or to successfully locate and negotiate with a business entity for the
combination of that target company with the Company.

     Tiber Creek Corporation paid, without expectation of repayment, all
expenses incurred by the Company until the change in control at which time
new management of the Company undertook payment of such expenses.  Because
of the absence of any on-going operations, these expenses are anticipated
to be relatively low.

     The Company has entered into an agreement with Tiber Creek
Corporation of which the former president of the Company is the president
and controlling shareholder.  Tiber Creek Corporation assists companies to
become public reporting companies and for the preparation and filing of a
registration statement pursuant to the Securities Act of 1933, and the
introduction to brokers and market makers.

   The Company anticipates that it will enter into a business combination
with a private company that has developed and promoted two new internet and
casino appropriate poker-related games.  The private company  has developed
the games and promoted them at various gaming shows in the United States
and Costa Rica.  The company anticipates marketing the games for live play
at casinos as well as internet play.  The company has developed an accessory
and clothing line related to the games as well as a strategy guide.  The
company anticipates developing an international site for live play as well
as a United States site for free play.  These sites will also promote sales
of the accessories and clothing lines.

   A likely target company with which the Company may effect a
business combination is one seeking the perceived benefits of a reporting
corporation.  Such perceived benefits may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for incentive stock options or similar benefits
to key employees, increasing the opportunity to use securities
for acquisitions, providing liquidity for shareholders and other factors.
Business  opportunities may be available in many different industries and
at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
difficult and complex.

    In analyzing prospective a business combination, the Company may consider
such matters as the available technical, financial and managerial resources;
working capital and other financial requirements; history of operations, if
any; prospects for the future; nature of present and expected competition;
the quality and experience of management services which may be available
and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but
which may be anticipated; the potential for growth or expansion; the
potential for profit; the perceived public recognition or acceptance of
products, services, or trades; name identification; and other relevant
factors.  This discussion of the proposed criteria is not meant to be
restrictive of the virtually unlimited discretion of the Company to search
for and enter into potential business opportunities.

   The search for a target company will not be restricted to any specific
kind of business entities, but may acquire a venture which is in its
preliminary or development stage, which is already in operation, or in
essentially any stage of its business life.  It is impossible to predict
at this time the status of any business in which the Company may become
engaged, whether such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which the Company may offer.

     It is anticipated that any securities issued in any such
business combination would be issued in reliance upon exemption
from registration under applicable federal and state securities
laws.  In some circumstances, however, as a negotiated element of
its transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or
at specified times thereafter.  If such registration occurs, it
will be undertaken by the surviving entity after the Company has
entered into an agreement for a business combination or has
consummated a business combination.  The issuance of additional
securities and their potential sale into any trading market which
may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a market
develops, of which there is no assurance.

   While the terms of a business transaction to which the Company may
be a party cannot be predicted, it is expected that the parties to the
business transaction will desire to avoid the creation of a taxable event
and thereby structure the acquisition in a tax-free reorganization under
Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.

2012 Year-End Analysis

      The Company has received no income, has had no operations
nor expenses, other than Delaware state fees and incorporation and
accounting fees as required for incorporation and for the preparation
of the Company's financial statements.

     As of December 31, 2012, the Company had not generated revenues
and had no income or cash flows from operations since inception.  At
December 31, 2012, the Company had sustained a net loss of $750 and
had an accumulated deficit of $750.

Item 8.  Financial Statements and Supplementary Data

     The financial statements for the year ended December 31, 2012
are attached hereto.

Item 9.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure

     There were no disagreements with the Company's accountants on
accounting or financial disclosure for the period covered by this
report.

Item 9A.   Controls and Procedures

    Pursuant to Rules adopted by the Securities and Exchange Commission.
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules.  This evaluation was done as of the end of the fiscal
year under the supervision and with the participation of the Company's
principal executive officer (who is also the principal financial officer).

     There have been no significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent
to the date of the evaluation.  Based upon that evaluation, the principal
executive officer 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 principal executive officer is directly involved in the
current day-to-day operations of the Company.

Management's Report of Internal Control over Financial Reporting

     The Company is responsible for establishing and maintaining
adequate internal control over financial reporting in accordance with
the Rule 13a-15 of the Securities Exchange Act of 1934. 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, based on the criteria establish in Internal Control
Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treaedway Commission.  Based on this evaluation, management
concluded that the Company's internal control over financial reporting
was effective as of December 31, 2012, based on those criteria. A
control system can provide only reasonably, not absolute, assurance
that the objectives of the control system are met and no evaluation
of controls can provide absolute assurance that all control issues
have been detected.

     The independent registered public accounting
firm for the Company, has not issued an attestation report on the
effectiveness of the Company's internal control over financial
reporting.

Changes in Internal Control Over Financial Reporting

     There have been no changes in the Company's internal controls over
financial reporting  during its fourth fiscal quarter that have materially
affected, or are reasonably likely to materially affect, its internal
control over financial reporting.

Item 9B.  Other Information

     Not applicable.

                             PART III

Item 10.  Directors, Executive Officers, and Corporate Governance;


     The Directors and Officers of the Company are as follows:

      Name                      Positions and Offices Held
     -----------------               -----------
     Donald W. Hohman, Sr.        President, Treasurer, Director

     Joanne Jenio		  Secretary

Management of the Company

     The Company has no full time employees.

    On November 1, 2012, James Cassidy and James McKillop,
both directors of the Company and the then president and vice president,
respectively, resigned as directors and all offices of the Company.
Messrs. Cassidy and McKillop each beneficially retain 125,000 shares of
the Company's common stock.

    Donald W. Hohman, Sr. was named as the sole director of the Company and
appointed its President and Treasurer.

   For the past five years, Donald W. Hohman, Sr. has been involved in the
development and promotion of two new internet and casino appropriate poker-
related games.  Mr. Hohman has displayed the games at the Las Vegas Gaming
Show and the London Ice show as well as at numerous Indian game shows.  He
has also developed an ancillary clothing and accessory line and written a
250-page strategy guide for playing of the games.

Conflicts of Interest

    Donald W. Hohman, Sr., the sole officer and director of the Company,
is also the president and chief executive officer of the potential
target company with whom the Company is considering in regard to
effecting a business combination.  Such a business combination may
result in a benefit to the target company and its shareholders.

     There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company.  However, any attempt by
shareholders to enforce a liability of management to the Company
would most likely be prohibitively expensive and time consuming.

     Code of Ethics.  The Company has not at this time adopted a
Code of Ethics pursuant to rules described in Regulation S-K.  The
Company has only three shareholders, one of whom also serves as
the director and key executive officer. The Company has no operations or
business and does not receive any revenues or investment capital.  The
adoption of an Ethical Code at this time would not serve the primary
purpose of such a code to provide a manner of conduct as the development,
execution and enforcement of such a code would be by the same persons and
only persons to whom such code applied.  Furthermore, because the Company
does not have any activities, there are activities or transactions which
would be subject to this code.  At the time the Company enters into a
business combination or other corporate transaction, the current officer
and director may recommend that such a code be adopted.

     Corporate Governance.  For reasons similar to those described
above, the Company does not have a nominating nor audit committee of the
board of directors.  The Company has no activities, and receives no
revenues.  At such time that the Company enters into a business combination
and/or has additional shareholders and a larger board of directors and
commences activities, the Company will propose creating committees of its
board of directors, including both a nominating and an audit committee.
Because there are only three shareholders of the Company, there is no
established process by which shareholders to the Company can nominate
members to the Company's board of directors.  Similarly, however, at
such time as the Company has more shareholders and an expanded board
of directors, the new management of the Company may review and implement,
as necessary, procedures for shareholder nomination of members to the
Company's board of directors.

Item 11.  Executive Compensation

     The Company's sole officer and director does not receive any
compensation for services rendered to the Company, nor has any
former officer or director received any compensation in the past.
The sole officer and director is not accruing any compensation
pursuant to any agreement with the Company.

     No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.

     The Company does not have a compensation committee for
the same reasons as described above.


Item 12.  Security Ownership of Certain Beneficial Owners and
          Management and Related Stockholder Matters

     The following table sets forth, as of December 31, 2012, each
person known by the Company to be the officer or director of the
Company or a beneficial owner of five percent or more of the Company's
common stock.  The Company does not have any compensation
plans and has not authorized any securities for future issuance.
Except as noted, the holder thereof has sole voting and investment
power with respect to the shares shown.

Name and Address              Amount of Beneficial     Percent of
of Beneficial Owner               Ownership          Outstanding Stock

James Cassidy (1)                    125,000             10%
215 Apolena Avenue
Newport Beach, CA 92662

James McKillop (2)                   125,000             10%
9454 Wilshire Boulevard
Beverly Hills, California 90212

Donald W. Hohman, Sr.	            1,000,000		 80%
1472 North San Antonio Avenue
Upland, California 91786

All Executive Officers and          1,000,000
Directors as a Group (1 Person)

     (1) As the sole shareholder, officer and director of Tiber Creek
Corporation, a Delaware corporation, Mr. Cassidy is deemed to be the
beneficial owner of the shares of common stock of the Company owned by
it.

     (2) As the sole principal of MB Americus LLC, a California business
entity, Mr. McKillop is deemed to be the beneficial owner of the shares
of the Company owned by it.


Item 13.  Certain Relationships and Related Transactions and
	  Director Independence

   Donald W.Hohman, Sr. is the majority shareholder of the Company and
also serves as its president and treasurer and sole director.

    As the organizers and developers of Whiffletree Acquisition
Corporation the predecessor name to the Company, James Cassidy and
James McKillop may be  considered promoters.  Mr. Cassidy provided
services to the Company without charge consisting of preparing and filing
the charter corporate documents and preparing its registration statement
of Form 10. Tiber Creek Corporation, a company of which Mr. Cassidy is the
sole director, officer and shareholder, paid all expenses incurred by
the Company until November 1, 2012, the date of the change in control,
without repayment.  Tiber Creek is a shareholder of the Company
and may receive benefits in the future if the company is able to effect
a business combination beneficial to the company.

    The Company is not currently required to maintain an independent
director as defined by Rule 4200 of the Nasdaq Capital Market nor does
it anticipate that it will be applying for listing of its securities on
an exchange in which an independent directorship is required. It is
likely  Mr. Jones would not be considered an independent director if
it were to do so.


Item 14.  Principal Accounting Fees and Services.

    The Company has no activities, no income and no expenses
except for independent audit and incorporation and Delaware state
fees.  The Company's current and former president donated their time
in preparation and filing of all state and federal required taxes and
reports.


Audit Fees

     The aggregate fees incurred for each of the last two years for
professional services rendered by the independent registered public
accounting firm for the audits of the Company's annual financial
statements and review of financial statements included in the Company's
Form 10-K and Form 10-Q reports and services normally provided in
connection with statutory and regulatory filings or engagements were
as follows:

                         December 31, 2011      December 31, 2012
	                 -----------------      -----------------

Audit-Related Fees          $ 750 		    $ 750


	The Company does not currently have an audit committee serving
and as a result its board of directors performs the duties of an audit
committee.  The board of directors will evaluate and approve in advance,
the scope and cost of the engagement of an auditor before the auditor
renders audit and non-audit services.  The Company does not rely on pre-
approval policies and procedures.



                        PART IV


Item 15.  Exhibits, Financial Statement Schedules

	There are no financial statement schedules nor exhibits filed
herewith.  The exhibits filed in earlier reports and the Company's
Form 10 are incorporated herein by reference.

<PAGE>


FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm            1

Balance Sheet as of December 31, 2012                              2

Statement of Operations for the period from April 23, 2012
   (Inception) to December 31, 2012                                3

Statement of Cash Flows for the period from April 23, 2012
    (Inception) to December 31, 2012                               4

Statement of Changes in Shareholders' Equity for the
    period from April 23, 2012 (Inception) to December 31, 2012    5

Notes to Financial Statements

<PAGE>

                     CERTIFIED PUBLIC ACCOUNTANTS


        REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


                                1

<PAGE>

                            WHOOPASS POKER CORPORATION
                    (FORMERLY WHIFFLETREE ACQUISITION CORPORATION
                            (A DEVELOPMENT STAGE COMPANY)
                                     BALANCE SHEET


                       ASSETS
                                                 December 31, 2012
                                                 -----------------

  Current assets
    Cash                                         $           25
    Prepaid expense                                           -
    Due from related party                                    -
                                                 -----------------
                Total assets                     $           25
                                                 =================


             LIABILITY AND STOCKHOLDERS' DEFICIT

  Current liability
     Accrued liability                           $             -
                                                 -----------------
                Total Liabilities                $             -
                                                 -----------------

  Stockholders' equity

    Preferred stock, $0.0001 par value,
    20,000,000 shares authorized; none
    issued or outstanding                                     -

    Common Stock; $0.0001 par value,
    100,000,000 shares authorized;
    1,250,000 shares issued and outstanding                  125

    Additional paid-in capital                               750

    Discount on common stock                                (100)

    Deficit accumulated during the development
             stage                                          (750)
                                                 -----------------
          Total stockholders' equity                          25
                                                 -----------------
          Total liability and stockholders'
              equity                              $           25
                                                 =================


 The accompanying notes are an integral part of these financial statements

                                     2

<PAGE>

                             WHOOPASS POKER CORPORATION
                    (FORMERLY WHIFFLETREE ACQUISITION CORPORATION
                            (A DEVELOPMENT STAGE COMPANY)
                                STATEMENT OF OPERATIONS


                                            For the period from April 23,
                                                  2012 (Inception) to
                                                   December 31, 2012
                                                 -----------------

    Revenues                                     $              -

    Cost of revenues                                            -
                                                  -----------------
    Gross profit                                                -
                                                  -----------------

    Operating expenses                                         750
                                                  -----------------
    Loss before income tax                                    (750)
                                                  -----------------

    Income tax                                                   -
                                                  -----------------
    Net loss                                      $           (750)
                                                  =================

    Loss per share - basic and diluted            $           (0.00)
                                                   -----------------

    Weighted average shares-basic and diluted             10,723,288
                                                    =================


 The accompanying notes are an integral part of these financial statements

                                     3

<PAGE>
                             WHOOPASS POKER CORPORATION
                   (FORMERLY WHIFFLETREE ACQUISITION CORPORATION
                            (A DEVELOPMENT STAGE COMPANY)
                               STATEMENT OF CASH FLOWS

                                               For the period from April
                                                23, 2012 (Inception) to
                                                  December 31, 2012
                                                 ------------------

OPERATING ACTIVITIES

   Net loss                                      $          (750)
                                                 ------------------

   Changes in operating assets and liabilities

       Prepaid expense                                         -
       Due from related party                                  -
       Accrued liability                                       -
                                                 ------------------
   Net cash provided by (used in)
       operating activities                                 (750)
                                                 ------------------
FINANCING ACTIVITIES

   Proceeds from issuance of common stock                  2,000
   Shareholder contribution                                  750
   Redemption of common stock                             (1,975)
                                                 ------------------
   Net cash provided by financing activities                 775
                                                 ------------------
   Net increase in cash                                       25

   Cash, beginning of period                                   -
                                                 ------------------
   Cash, end of period                            $           25
                                                 ==================

NON-CASH FINANCING ACTIVITIES;
    Issuance of stock for a discount upon
      change in control                           $          100
                                                 ==================

 The accompanying notes are an integral part of these financial statements

                                   4
<PAGE>

                             WHOOPASS POKER CORPORATION
                    (FORMERLY WHIFFLETREE ACQUISITION CORPORATION
                            (A DEVELOPMENT STAGE COMPANY)
                    STATEMENT OF CHANGES IN STOSCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>
                                                                          Deficit
                                                                          Accumulated   Total
                             Common Stock          Additional  Discount   During the    Stock-
                          -----------------------  Paid-in     on Common  Development   holders'
                          Shares       Amount      Capital     Stock      Stage         Equity
                          ----------   ---------   ---------   ---------  -----------   --------
<S>                       <C>          <C>         <C>         <C>        <C>           <C>

Balance, April 23,
  2012 (Inception)                -     $     -     $   -       $     -    $     -       $    -

  Shares issued for cash   20,000,000     2,000         -             -          -         2,000

  Expenses paid by
     shareholders                 -           -        750            -          -           750

Redemption of common
  stock                   (19,750,000)   (1,975)        -             -          -         (1,975)

Issuance of common
  stock due to change
  in control                1,000,000       100         -          (100)         -              -

Net loss                          -           -         -             -         (750)        (750)
                          ----------   ---------   ---------   ---------    -----------   --------
Balance,
 December 31, 2012         1,250,000    $   125    $  750       $  (100)     $  (750)     $    25
                          ==========    ========   =========    =========    ==========   ========

</TABLE>



 The accompanying notes are an integral part of these financial statements

                                     4

<PAGE>

                            WHOOPASS POKER CORPORATION
                    (FORMERLY WHIFFLETREE ACQUISITION CORPORATION
                            (A DEVELOPMENT STAGE COMPANY)
                            NOTES TO FINANCIAL STATEMENTS
                                December 31, 2012

1.   NATURE OF OPERATIONS AND GOING CONCERN

Whoopass Poker Corporation (formerly Whiffletree Acquisition
Corporation) ("Whoopass" or the "Company") was incorporated on April
23, 2012 ("inception") under the laws of the State of Delaware to engage
in any lawful  corporate undertaking, including, but not limited to,
selected mergers  and acquisitions. The Company has been in the
developmental stage since inception.  In addition to a change in control
of its management and shareholders, the Company's operations to date have
been limited to issuing shares and filing a registration statement on
Form 10 pursuant to the Securities Exchange Act of 1934. The Company was
formed to provide a method for a foreign or domestic private company to
become a reporting company with a class of securities registered under
the Securities Exchange Act of 1934.

The Company has sustained operating losses since inception. It has an
accumulated deficit of $750 as of December 31, 2012.  The Company's
continuation as a going concern is dependent on its ability to generate
sufficient cash flows from operations to meet its obligations, which it
has not been able to accomplish to date, and /or obtain additional
financing from its stockholders and/or other third parties. These financial
statements have been prepared on a going concern basis, which implies
the Company will continue to meet its obligations and continue its
operations for the next fiscal year. The continuation of the Company as a
going concern is dependent upon financial support from its stockholders,
the ability of the Company to obtain necessary equity financing to
continue operations, successfully locating and negotiate with a business
entity for the combination of that target company with the Company.

The Company anticipates that it will enter into a business combination
with a certain private company that has developed and promoted two new
internet and casino appropriate poker-related games.  The private
company has developed the games and promoted them at various gaming
shows in the United States and Costa Rica. The company anticipates
marketing the games for live play at casinos as well as internet play.
The company has developed an accessory and clothing line related to the
games as well as a strategy guide. The company anticipates developing an
international site for live play as well as a United States site for free
play. These sites will also promote sales of an accessories and clothing
lines.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The summary of significant accounting policies presented below is
designed to assist in understanding the Company's financial statements.
Such financial statements and accompanying notes are the representations
of the Company's management, who is responsible for their integrity and
objectivity. These accounting policies conform to accounting principles
generally accepted in the United States ("GAAP") in all material respects,
and have been consistently applied in preparing the accompanying
financial statements.
                                    6

<PAGE>
                         WHOOPASS POKER CORPORATION
                (FORMERLY WHIFFLETREE ACQUISITION CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS
                            December 31, 2012

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

Use of Estimates

The preparation of the financial statements requires management of the
Company to make a number of estimates and assumptions relating to the
reported amount of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
The assumptions used by management in future estimates could change
significantly due to changes in circumstances, including, but not limited
to, challenging economic conditions. Accordingly, future estimates may
differ significantly. Significant estimates and assumptions included
in the Company's financial statements relate to estimate of loss
contingencies and accrued other liabilities.

Concentration of Risk

Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash. The Company
places its cash with high quality banking institutions. The Company did
not have cash balances in excess of the Federal Deposit Insurance
Corporation limit as of December 31, 2012 and 2011.

Income Taxes

Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized.

Net Loss per Common Share

The Company computes net loss per share in accordance with ASC 260,
"Earnings per Share". ASC 260 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement.
Basic EPS is computed by dividing net income (loss) available to
common shareholders by the weighted average number of common shares
outstanding during the period. Diluted EPS gives effect to all dilutive
potential common shares outstanding during the period including stock
options, using the treasury stock method, and convertible preferred stock,
using the if-converted method. In computing diluted EPS, the average
stock price for the period is used in determining the number of shares
assumed to be purchased from the exercise of stock options or warrants.
Diluted EPS excludes all dilutive potential common shares if their effect
is anti-dilutive.
                                      7

<PAGE>
                         WHOOPASS POKER CORPORATION
                (FORMERLY WHIFFLETREE ACQUISITION CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS
                            December 31, 2012


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

Fair Value of Financial Instruments

The Company follows guidance for accounting for fair value
measurements of financial assets and financial liabilities and for fair
value measurements of nonfinancial items that are recognized or
disclosed at fair value in the financial statements on a recurring basis.
Additionally, the Company adopted guidance for fair value measurement
related to nonfinancial items that are recognized and disclosed at fair
value in the financial statements on a nonrecurring basis. The guidance
establishes a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in
active markets for identical assets or liabilities (Level 1 measurements)
and the lowest priority to measurements involving significant
unobservable inputs (Level 3 measurements). The three levels of the fair
value hierarchy are as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to access
at the measurement date.

Level 2 inputs are inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly
or indirectly.

Level 3 inputs are unobservable inputs for the asset or liability.

The Company monitors the market conditions and evaluates the fair value
hierarchy levels at least quarterly. For any transfers in and out of the
levels of the fair value hierarchy, the Company elects to disclose the fair
value measurement at the beginning of the reporting period during which
the transfer occurred.

Recent Accounting Pronouncements

Effective 2012, the Company adopted ASU No. 2011-04, Amendments to
Achieve Common Fair Value Measurement and Disclosure Requirements
in U.S. GAAP and IFRSs (ASU 2011-04). ASU 2011-04 represents the
converged guidance of the Financial Accounting Standards Board
(FASB) and the International Accounting Standards Board (IASB) on fair
value measurement. A variety of measures are included in the update
intended to either clarify existing fair value measurement requirements,
change particular principles requirements for measuring fair value or for
disclosing information about fair value measurements. For many of the
requirements, the FASB does not intend to change the application of
existing requirements under Accounting Standards Codification (ASC)
Topic 820, Fair Value Measurements. ASU 2011-04 was effective for
interim and annual periods beginning after December 15, 2011. The
adoption of this update did not have a material impact on the consolidated
financial statements.
                                 8

<PAGE>
                         WHOOPASS POKER CORPORATION
                (FORMERLY WHIFFLETREE ACQUISITION CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS
                            December 31, 2012


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

Recent Accounting Pronouncements (continued)

Effective 2012, the Company adopted ASU No. 2011-05, Presentation of
Comprehensive Income (ASU 2011-05). ASU 2011-05 is intended to
increase the prominence of items reported in other comprehensive income
and to facilitate convergence of accounting guidance in this area with
that of the IASB. The amendments require that all non-owner changes in
shareholders' equity be presented in a single continuous statement of
comprehensive income or in two separate but consecutive statements. In
December 2011, the FASB issued ASU No. 2011-12, Comprehensive
Income (Topic 220): Deferral of the Effective Date for Amendments to
the Presentation of Reclassifications of Items Out of Accumulated Other
Comprehensive Income in Accounting Standards Update No. 2011-05
(ASU 2011-12). ASU 2011-12 defers the provisions of ASU 2011-05 that
require the presentation of reclassification adjustments on the face of
both the statement of income and statement of other comprehensive income.
Amendments under ASU 2011-05 that were not deferred under ASU
2011-12 will be applied retrospectively for fiscal years, and interim
periods within those years, beginning after December 15, 2011. The
adoption of this update did not have a material impact on the consolidated
financial statements.

In December 2011, the FASB issued ASU No. 2011-11, Balance Sheet
(Topic 210): Disclosures about Offsetting Assets and Liabilities (ASU
2011-11). The amendments in ASU 2011-11 require the disclosure of
information on offsetting and related arrangements for financial and
derivative instruments to enable users of its financial statements to
understand the effect of those arrangements on its financial position.
Amendments under ASU 2011-11 will be applied retrospectively for
fiscal years, and interim periods within those years, beginning after
January 1, 2013. The Company is evaluating the effect, if any; adoption
of ASU 2011-11 will have on its financial statements.

In February 2013, the FASB issued ASU No. 2013-02, Reporting of
Amounts Reclassified out of Accumulated Other Comprehensive (ASU
2013-02). This guidance is the culmination of the FASB's deliberation
on reporting reclassification adjustments from accumulated other
comprehensive income (AOCI). The amendments in ASU 2013-02 do not
change the current requirements for reporting net income or other
comprehensive income. However, the amendments require disclosure of
amounts reclassified out of AOCI in its entirety, by component, on
the face of the statement of operations or in the notes thereto.
Amounts that are not required to be reclassified in their entirety
to net income must be cross-referenced to other disclosures that
provide additional detail. This standard is effective prospectively
for annual and interim reporting periods beginning after December 15,
2012. The Company is evaluating the effect, if any; the adoption of
ASU 2013-02 will have on its financial statements.
                                  9

<PAGE>
                         WHOOPASS POKER CORPORATION
                (FORMERLY WHIFFLETREE ACQUISITION CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO FINANCIAL STATEMENTS
                            December 31, 2012


3.   EQUITY

The Company is authorized to issue 100,000,000 shares of common stock
and 20,000,000 shares of preferred stock. As of December 31, 2012,
1,250,000 shares of common stock and no preferred stock were issued
and outstanding.

On November 1, 2012, the Company redeemed an aggregate of
19,750,000 of the then 20,000,000 shares of outstanding stock at a
redemption price of $0.0001 per share for an aggregate redemption price
of $1,975.

On November 2, 2012, the Company 1,000,000 shares were issued to the
new officer of the company at $0.0001 representing 80% of the total
outstanding 1,250,000 shares of common stock.






<PAGE>


                          SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto
duly authorized.

                                  WHOOPASS POKER CORPORATION
                          Formerly Whiffletree Acquisition COrporation


                              By:   /s/ Donald W. Hohman, Sr.
                                        President
					Principal executive officer
Dated: May 27, 2013


                              By:   /s/ Donald Hohman
                                        Principal financial officer

Dated: May 27, 2013


     Pursuant to the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

NAME                          OFFICE              DATE

/s/ Donald Hohman         Director            May 27, 2013



<PAGE>