ISSUER INFORMATION DISCLOSURE
FOR QUARTER ENDED September 30, 2021
November 11, 2021
World Poker Fund Holdings, Inc.
(a Delaware Corporation)
TRADING SYMBOL: WPFH
CUSIP NUMBER: 98160D 101
ISSUER'S EQUITY SECURITIES:
Voting Common Stock, $0.0001 par value, 250,000,000 Shares authorized
Issued and Outstanding Common Shares at September 30, 2021: 62,151,938
(Current Reporting Period)
Issued and Outstanding Common Shares at June 30, 2020: 62,151,938
(Prior Reporting Period)
Issued and Outstanding Common Shares at December 31, 2020: 57,376,938
(Most Recent Fiscal Year End)
Preferred Stock, $0.0001 par value, 5,000,000 Shares authorized
(Series A Convertible Preferred Shares)
Issued and Outstanding Preferred Shares at September 30, 2021: 1,000,000
(Current Reporting Period)
Issued and Outstanding Preferred Shares at June 30, 2020: 1,000,000
(Prior Reporting Period)
Issued and Outstanding Preferred Shares at December 2020: 1,000,000
(Most Recent Fiscal Year End)
TRANSFER AGENT:
Continental Stock Transfer & Trust
1 State Street, 30th Floor,
New York, NY 10004
Telephone 212-845-3299
World Poker Fund
Holdings, Inc.
Period ending September 30, 2021
Information required for compliance with the provisions of the
OTC Markets Guidelines for Providing Adequate Current Information
PART A
GENERAL COMPANY INFORMATION
Item 1: The exact name of the Issuer and its predecessor (if any) and the dates of any name changes.
Name of Issuer: World Poker Fund Holdings, Inc.
Predecessor Entities (by name change):
Crown City Pictures, Inc. (until November 21, 2014)
American Post Tension, Inc. (until June 30, 2011)
Magic Communications, Inc. (until September 24, 2007)
Item 2: The address of the Issuer's principal executive offices.
714 W. Olympic Blvd. Suite 450
Los Angeles, CA 90015
- Telephone Number: (818) 934-0450
- Website URL: www.worldpokerfund.com
- Person responsible for Issuer's investor relations:
Eddie Kwong
714 W. Olympic Blvd. Suite 450
Los Angeles, CA 90015 Telephone: (818) 934-0450
E-mail: investors@worldpokerfund.com
Item 3: Security Information
World Poker Fund Holdings, Inc. is a Delaware Corporation, which was originally formed as a New York corporation under the name Magic Communications Group, Inc. on January
16, 1997 and was then reincorporated in Delaware in November 2002. On September 24, 2007, the corporate name was changed to American Post Tension, Inc. as the result of an acquisition. On June 30, 2011, the Company acquired Crown City Pictures, Inc., a Florida corporation and changed its corporate name to Crown City Pictures, Inc. on that date as part of the acquisition. Effective November 21, 2014, the Company amended its Certificate of Incorporation to change its corporate name to World Poker Fund Holdings, Inc., as part of the acquisition of World Poker Fund, Inc., which closed in May, 2015. The Company has never been a shell company.
The exact title and class of securities outstanding.
Common Stock, par value $0.0001:
As of September 30, 2021, there were 62,151,938 common shares issued and outstanding.
Preferred Stock, par value $0.0001:
5 million preferred shares authorized, 1,000,000 Series A Convertible Preferred Stock issued and outstanding at December 31, 2017.
The Series A Convertible Preferred Stock carries voting power equal to 51 percent of all classes of stock entitled to vote on any manner, and is convertible at the election of the holder into 51 percent of the resulting common stock thereafter issued and outstanding.
Number of shares or total amount of the securities outstanding for each class or securities authorized.
Common stock: | ||
(i) | Period end date: | September 30, 2021 |
(ii) | Number of common shares authorized | 250,000,000 |
(iii) | Number of shares outstanding: | 62,151,938 |
(iv) | Freely tradable shares (public float): | 14,757,164 |
(v) | Total number of restricted shares: | 47,394,774 |
(vi) | Total number of shareholders of record: | 307 |
Preferred stock: | ||
(i) | Period end date: | September 30, 2021 |
(ii) | Number of preferred shares authorized | 5,000,000 |
(iii) | Number of preferred shares outstanding: | 1,000,000 |
(iv) | Freely tradable shares (public float): | NA |
(v) | Total number of shareholders of record: | 1 |
The name and address of the transfer agent.
Continental Stock Transfer & Trust
1 State Street, 30th Floor New York, NY 10004
This transfer agent is registered under the Exchange Act. The regulatory authority of this transfer agent is the Securities and Exchange Commission.
There are no restrictions on the transfer of any securities issued by the Issuer other than restrictions under applicable federal and state securities laws.
There have been no trading suspension orders issued by the SEC at any time.
There have been no stock splits, stock dividends, recapitalizations, mergers, spin-offs or reorganizations either currently anticipated or that occurred within the past 12 months.
Item 4. Issuance History
Common Stock
List below any events, in chronological order, that resulted in changes in total shares outstanding by the issuer in the past two fiscal years and any interim period. The list shall include all offerings of equity securities, including debt convertible into equity securities, whether private or public, and all shares or any other securities or options to acquire such securities issued for services, describing (1) the securities, (2) the persons or entities to whom such securities were issued and (3) the services provided by such persons or entities. The list shall indicate:
- The nature of each offering (e.g., Securities Act Rule 504, intrastate, etc.);
- Any jurisdictions where the offering was registered or qualified;
- The number of shares offered;
- The number of shares sold;
- The price at which the shares were offered, and the amount actually paid to the issuer;
- The trading status of the shares; and
- Whether the certificates or other documents that evidence the shares contain a legend (1) stating that the shares have not been registered under the Securities Act and (2) setting forth or referring to the restrictions on transferability and sale of the shares under the Securities Act.
The Issuer has engaged in no public offerings of stock in the past two fiscal years or in the current fiscal year through September 30, 2021. As of January 1, 2016, there were 31,342,743 common shares outstanding. As of September 30, 2021, there are 62,151,938 common shares outstanding, an increase of 24,584,195.
During the fiscal year ended December 31, 2016, the Issuer issued a total of 1,383,000 shares on conversion of multiple convertible notes outstanding from 2011, prior to the current business of the Issuer. The Issuer also issued shares in connection with several acquisitions, as follows:
Cancellation of acquisition deposit | (200,000) | |
Acquisition of Real Deck Incorporated | 10,000,000 | |
Acquisition of Recruiter.com, Inc. | 2,000,000 | |
Non-refundable deposit for acquisition of | ||
Universal Entertainment | 135,416 | |
Total acquisition related | 11,935,416 | |
Total conversion shares | 1,383,000 | |
Total shares issued in 2016 | 13,318,416 |
At December 31, 2016, there were 44,661,159 common shares outstanding.
During the fiscal year ended December 31, 2017, the Issuer issued a total of 1,603,000 shares on conversion of multiple convertible notes outstanding from 2011, prior to the current business of the Issuer.
The Issuer also issued shares in connection with several transactions, as follows:
Issued shares to Cicero Consulting Group for cash in the | |
amount of $35,000 in a private placement under | |
Section 4 of the "34 Act | 162,779 |
Joint venture investment in Celebrity VR Gaming | 500,000 |
Issued shares in a proposed acquisition with USH | |
Productions | 65,000 |
Issued shares as consulting compensation at then current | |
market price to Dennis Cameron, before he became a | |
director and President of the Issuer | 500,000 |
Total other shares issued | 1,227,779 |
Total conversion | 1,603,000 |
Total shares issued in 2017 | 2,830,779 |
At December 31, 2017, there were 47,491,938 common shares outstanding.
During fiscal year 2018, the Issuer issued a total of 3,415,000 shares on conversion of multiple convertible notes outstanding from 2011, prior to the current business of the Issuer.
The Issuer also issued shares in connection with several transactions, as follows:
Acquisition of LinkDate, valued at $2,000,000 | 4,000,000 | |
Compensation to StockVest for marketing services | 200,000 | |
Total other shares issued | 4,200,000 | |
Total conversion shares issued | 3,415,000 | |
Total shares issued in 2018 | 7,615,000 |
At December 31, 2018, there were 55,106,938 common shares outstanding.
During the Fourth Quarter of 2019, the Issuer issued a total of 300,000 shares on conversion of multiple convertible notes outstanding from 2011, prior to the current business of the Issuer.
The Issuer also issued shares in connection with several transactions, as follows:
Issued shares in an acquisition of The Crypto Market | 100,000 |
Issued shares as consulting compensation at then | |
currentmarket price to Matthew Gerard in part | 1,000,00 |
connected with the acquisition of The Crypto | 0 |
Market |
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World Poker Fund Holdings Inc. published this content on 16 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 November 2021 02:05:03 UTC.