Item
1. Consolidated Financial Statements
GOFF
CORP.
CONSOLIDATED
BALANCE SHEETS
See
notes to consolidated financial statements.
GOFF
CORP.
CONSOLIDATED
STATEMENTS OF OPERATIONS (UNAUDITED)
NINE
MONTHS ENDED MARCH 31, 2022 AND 2021
See
notes to consolidated financial statements.
GOFF
CORP.
CONSOLIDATED
STATEMENTS OF OPERATIONS (UNAUDITED)
THREE
MONTHS ENDED MARCH 31, 2022 AND 2021
See
notes to consolidated financial statements.
GOFF
CORP.
CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE
MONTHS ENDED MARCH 31, 2022 AND 2021
See
notes to consolidated financial statements.
GOFF
CORP.
CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
(UNAUDITED)
NINE
MONTHS ENDED MARCH 31, 2022 AND 2021
See
notes to consolidated financial statements.
GOFF
CORP.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH
31, 2022 AND 2021
NOTE
1- NATURE OF OPERATIONS
Nature
of Operations
Goff
Corp. (the “Company”) was incorporated in the State of Nevada on July 12, 2010. The Company was an exploration stage mining
company, that engaged in exploration and mining of mineral properties. They focused on gold and silver production. Since 2013, the Company
has been dormant and in June 2021, a new custodian took over and will focus his efforts on developing a strategy for this company moving
forward, including identifying suitable targets for acquisition.
The
Company had a subsidiary Golden Glory Resources, Inc. This entity was in the business of the aforementioned gold and silver production
efforts. There has been no operations in this entity since 2013 until June 9, 2021 when custodianship was awarded to George Sharp.
On
June 9, 2021, custodianship of the Company was awarded to George Sharp. By Order dated June 14, 2021, all liabilities other than George
Sharp’s judgement have been discharged by the Nevada District Court, Clark County.
On
January 19, 2022, the Company registered with the Secretary of State in Nevada to change their name to Worldwide NFT Inc.
NOTE
2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
These
consolidated financial statements are presented as unaudited and in United States dollars and have been prepared in accordance with generally
accepted accounting principles in the United States of America. The Company believes that these consolidated financial statements present
fairly, in all material respects, the financial position of the Company and the results of its operations and cash flows for the periods
presented.
The
consolidated financial statements include the accounts of the Company as well as their wholly owned subsidiary, Golden Glory Resources,
Inc. All inter-company transactions have been eliminated in consolidation.
The
Company has a fiscal June 30 year end.
NOTE
3-STOCKHOLDERS’ DEFICIT
There
have been no common or preferred stock transactions since 2013 until August 29, 2021 when the Company issued 300,000 shares of the authorized
“blank check” preferred stock to George Sharp with 10,000 common votes for each share of preferred stock.
On
October 22, 2021, the Company issued 1,000,000 common shares and 4,700,000 Series A Preferred shares to the CEO for services valued at
$19,880,000.
All
of the stock-based compensation was measured pursuant to ASC 718-10-50 at the fair value of the shares at the share price on the date
of issuance.
The
preferred shares convert to common at a ratio of 1 share of preferred stock converts to 30 shares of common stock.
There
are no stock options or warrants granted during the periods ended March 31, 2022 and 2021 and none outstanding as of March 31, 2022 and
June 30, 2021.
As
of March 31, 2022, all 10,000,000 shares of Series A Preferred Stock that are authorized have been issued and 228,250,000 shares of common
stock are issued and outstanding.
NOTE
4 – ACCOUNTS PAYABLE - OFFICER
The
Company had a judgment filed against them on July 23, 2012 by George Sharp in the amount of $57,450. This complaint was filed in Superior
Court of California, County of San Diego on December 22, 2015. The judgment amount added accrued interest of $28,049 on January 5, 2021
increasing the total liability to $85,499 and then the final judgement on June 9, 2021 was increased again by $3,631 to a final figure
of $89,130. All other liabilities were canceled by the court.
The
Company has incurred additional expenses in the nine months ended March 31, 2022 that either have been paid by George Sharp or will be
paid by George Sharp. Those advances are included in this account and are non-interest bearing.
NOTE
5 – NOTE PAYABLE – FORMER OFFICER
The
Company has $24,814 in an unsecured, non-interest bearing note with a former officer. This amount was discharged by the court on June
9, 2021.
NOTE
6 – GOING CONCERN
The
Company concluded that due to the change in management and revival of the entity, these conditions raise substantial doubt about the
Company’s ability to continue as a going concern for one year from the date the financial statements are issued.
Management
intends to identify potential merger candidates to provide operating revenues and profitability. Our ability to effectively identify,
develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including
without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. Even though management
believes this plan will allow the Company to continue as a going concern, there are no guarantees to the successful execution of this
plan.
These
financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates,
among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable
period of time.
Impact
of COVID-19
The
COVID-19 pandemic has not had a material impact on the Company, particularly due to our lack of operations.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The
following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial
statements and the notes to those financial statements appearing elsewhere in this Report.
Certain
statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks
and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c)
anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They
are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,”
“estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,”
“expects,” “management believes,” “we believe,” “we intend,” or the negative of these
words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance
that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking
statements.
The
forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities
laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which
the statements are made or to reflect the occurrence of unanticipated events.
The
“Company,” “we,” “us,” or “our,” are references to the business of Goff Corp., a Nevada
corporation.
Corporation
Information
We
were incorporated on July 12, 2010 under the laws of the State of Nevada. We were never able to raise sufficient capital to engage in
the business of providing web-based services to connect employers in and individuals seeking employment in the UK and Ireland. On February
26, 2013 our two founding officers and directors resigned and were replaced by Warwick Calasse who assumed the title of President, CEO,
CFO, Secretary, Treasurer and sole member of our Board of Directors. We disclosed that on January 1, 2013 that we had entered into an
Assignment Agreement with dated January 21, 2013 between Golden Glory Panama, as assignee, and Sertesaz Ltd. and C&ENER SA, the Colombian
owners that owned 60% and 40% of the concession in return for shares of our common stock and cash payments through March 7, 2016 of over
$3,000.000 comprised of payments for the option to purchase 100% of the mining concessions and mining development expenditures.
Our
last financial report was a Form 10-Q filed February 20, 2013 for the quarter ended December 31, 2012.
On
June 29, 2016, we filed a Form 15 with the Securities Exchange Commission (the “SEC”) to voluntarily effect the deregistration
of our common stock. We were eligible to deregister by filing a Form 15 because we had fewer than 300 holders of record of our common
stock. Upon the filing of a Form 15, our obligation to file certain reports with the SEC, including Forms 10-K, 10-Q and 8-K, were immediately
suspended.
On
May 26, 2021, George Sharp was appointed as our Custodian by Order Granting Motion to (1) Intervene, (2) Remove Custodian, (3) Appoint
George Sharp as Custodian, and (4) for Temporary Restraining Order and Preliminary Injunction on Order Shortening Time, Case No A-20-815182-B,
Dept. No. XVI issued by the District Court of the State of Nevada in and for Clark County (the “Court Order”). Under his
authority as Custodian, George Sharp appointed himself as the sole member of the Board and President, Secretary and Treasurer of the
Company by resolutions of the registrant’s Board of Directors on May 26, 2021.
There
have been no common or preferred stock transactions since 2013 until August 29, 2021 when the Company issued 300,000 shares of the authorized
“blank check” preferred stock to George Sharp with 10,000 common votes for each share of preferred stock.
On
October 22, 2021, the Company issued 1,000,000 common shares and 4,700,000 Series A Preferred shares to the CEO for services valued at
$19,880,000.
The
preferred shares convert to common at a ratio of 1 share of preferred stock converting to 30 shares of common stock.
All
shares were measured pursuant to ASC 718-10-50 using the value of the share price on the date of issuance.
On
November 23, 2021, our Form 10 became effective, and the Company became a reporting company.
.
On
January 19, 2022, the Company registered with the Secretary of State in Nevada to change their name to Worldwide NFT Inc.
The
Company is in process of identifying potential acquisition targets. There have been no definitive agreements executed as of the date
of this report.
Our
principal executive offices are located at 3535 Executive Terminal Drive, Henderson, NV 89052, and our telephone number is (702)-840-4433.
The
Company’s accounting year end is June 30.
Our
principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination
with a business rather than immediate, short-term earnings. We will not restrict its potential candidate target companies to any specific
business, industry or geographical location and, thus, may acquire any type of business or be acquired should such a reasonable opportunity
arise.
Critical
Accounting Policies
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts in the accompanying consolidated financial statements and related
notes. These estimates and assumptions have a significant impact on our financial statements. Actual results could differ materially
from those estimates.
Critical
accounting policies are those that require the most subjective and complex judgments, often employing the use of estimates about the
effect of matters that are inherently uncertain. Our significant accounting policies are disclosed in Note 1 to the Financial Statements
included in this Quarterly Report on Form 10-Q. However, we do not believe that there are any alternative methods of accounting for our
operations that would have a material effect on our financial statements.
CORONAVIRUS
AID, RELIEF AND ECONOMIC SECURITY ACT
The
COVID-19 pandemic has not had a material impact on the Company, particularly due to our lack of operations. The pandemic may, however,
have an impact on our ability to develop business. For example, our efforts will be threatened by government shutdowns, supply and labor
issues and resulting economic downturns which the pandemic has historically caused. While vaccinations
beginning in 2021 allowed for the partial reopening of the economy, the recent “Omicron” variant of the virus, as well as
reduced efficacy of vaccines over time and the possibility that a large number of people decline to get vaccinated or receive booster
shots, creates inherent uncertainty as to the future of our business, the industries in which we operate and plan to operate and the
economy in general in light of the pandemic.
Off
Balance Sheet Arrangements
As
of the date of this Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or
future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.
Going
Concern
The
independent registered public accounting firm auditors’ report accompanying our June 30, 2021 financial statements contained an
explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been
prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.
Results
of Operations
We
expect that our operating revenues, cost of revenues and operating expenses will greatly increase in the next fiscal year when we identify
a potential acquisition target. Currently we only have nominal operating expenses to run the company and report to the Securities and
Exchange Commission. We have identified ourselves as a shell company until such time a suitable business can be acquired, and we sustain
operations.
For
the Nine Months Ended March 31, 2022 and 2021
In
the nine months ended March 31, 2022, we incurred professional fees of $20,018,219, of which $19,930,300 was the result of the valuation
of the preferred and common shares issued to the CEO in August and October 2021.This is a non-cash expense. The remaining operating expenses
for the nine months ended March 31, 2022 were $95,369 which mostly relate to the filing of the required Securities and Exchange reports
as well as costs to bring current the Company with required state regulatory filings.
We
had no operating expenses for the comparative period in 2021.
For
the Three Months Ended March 31, 2022 and 2021
In
the three months ended March 31, 2022, we incurred professional fees of $3,867 and other business expenses of $1,328. The operating
expenses for the three months ended March 31, 2022 relate to the filing of the required Securities and Exchange reports as well as costs
to bring current the Company with required state regulatory filings.
We
had no operating expenses for the comparative period in 2021.
Liquidity
and Capital Resources
The
Company in May 2021 was recently revived by the State of Nevada. The Company had no operations for a period of five years prior to that
when they filed a Form 15.
On
May 26, 2021, George Sharp was appointed as our Custodian by Order Granting Motion to (1) Intervene, (2) Remove Custodian, (3) Appoint
George Sharp as Custodian, and (4) for Temporary Restraining Order and Preliminary Injunction on Order Shortening Time, Case No A-20-815182-B,
Dept. No. XVI issued by the District Court of the State of Nevada in and for Clark County (the “Court Order”). Under his
authority as Custodian, George Sharp appointed himself as the sole member of the Board and President, Secretary and Treasurer of the
Company by resolutions of the registrant’s Board of Directors on May 26, 2021.
Since
May 26, 2021, the Company has completed Securities and Exchange Commission filings to become a fully reporting company. They have brought
current state regulatory filings to be compliant in the State of Nevada. The Company has commenced the process to identify suitable acquisition
targets. The current operating expenses incurred have been to get to this point. Future operating expenses will be largely funded by
George Sharp until such time as the Company can raise the necessary funding to acquire a business and provide necessary working capital
to pay for the operating expenses of the Company.
As
of March 31, 2022, we had an accumulated deficit of $20,347,049 and a working capital deficit of $134,499. Our independent registered
public accounting firm has provided a going concern opinion on our most recent audited financial statements as of June 30, 2021.
In
the future, we will need to consummate one or more capital raising transactions, including potential debt or equity issuances, and/or
generate material revenue from an acquired business or businesses to fund our operations. We may also issue shares of common stock, stock
options or other securities to compensate our employees or independent contractors.
Net
Cash used by Operating Activities:
We
reported negative cash flow from operations related to our continuing operations for the nine months ended March 31, 2022 and 2021 in
the amount of $(50,000) and $0, respectively. It is anticipated that we will continue to report negative operating cash flow in future
periods. The net loss of $(20,025,669) was mostly offset by the non-cash charge of $19,930,300 for the issuance of preferred and common
shares in August and October 2021.
Cash
Flows from Investing Activities:
We
had no investing activities for the nine months ended March 31, 2022 and 2021.
Cash
Flows from Financing Activities:
For
the nine months ended March 31, 2022 and 2021, the only cash flows from financing activities related to the proceeds from the CEO related
to the purchase of preferred shares. There were no financing activities in the nine months ended March 31, 2021.
Based
upon our current operations, we will need additional working capital to fund our operations over the next 12 months. Further, if we are
able to close a reverse merger, asset purchase or similar transaction to acquire an operating business, it is likely we will need additional
capital, including potentially as a condition of closing the acquisition. Because of the inherent uncertainties of the Company at this
stage, we cannot be certain as to how much capital we need, if and how we can raise capital or the type or quantity of securities we
will be required to issue to do so. In connection with a business combination, we may issue a significant number our shares of our common
stock or securities convertible or exercisable into our common stock to the target’s shareholders which will be dilutive to our
shareholders.
We
anticipate that we will incur operating losses during the next 12 months. Our ability to develop and implement our business plan will
be subject to a number of risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such
risks for us include, but are not limited to, an evolving and unpredictable business model; recognition of revenue sources; and the management
of growth.