UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10
General
Form for Registration of Securities
Pursuant
to Section 12(b) or (g) of the Securities Exchange Act of
1934
GOFF
CORP.
(Exact
name of registrant as specified in its charter)
|
Nevada |
|
27-3129919 |
|
(State
or Other Jurisdiction of |
|
(I.R.S.
Employer |
|
Incorporation
or Organization) |
|
Identification
No.) |
|
3535
Executive Terminal Drive, Henderson, NV |
|
89052 |
|
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (702)-840-4433
Securities
to be registered under Section 12(b) of the Act: None
Securities
to be registered under Section 12(g) of the Exchange
Act:
|
Title
of each class |
|
Name
of Exchange on which each |
|
to be
so registered |
|
class
is to be registered |
|
|
|
|
|
Common
Stock, $0.0001 |
|
N/A |
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” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check one):
|
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
|
|
|
|
Non-accelerated
filer ☐ |
Smaller
reporting company ☐ |
|
(Do
not check if a smaller reporting company) |
|
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
TABLE
OF CONTENTS
EXPLANATORY
NOTE
Goff
Corp. is filing this General Form for Registration of Securities on
Form 10, which we refer to as the Form 10, to register its common
stock, par value $0.0001 per share, pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended, or the Exchange
Act. Unless otherwise mentioned or unless the context requires
otherwise, when used in this Form 10, the terms “Goff,” “Company,”
“we,” “us,” and “our” refer to Goff Corp.
Goff
is an “emerging growth company” as defined under the federal
securities laws and, as such, may elect to comply with certain
reduced public company reporting requirements in future reports
that we file with the United States Securities and Exchange
Commission, or SEC.
Goff
is a “smaller reporting company” as defined in Exchange Act Rule
12b-2. However, we are not currently electing to take advantage of
the scaled disclosure available to smaller reporting
companies.
FORWARD
LOOKING STATEMENTS
There
are statements in this Form 10 that are not historical facts. These
“forward-looking statements” can be identified by use of
terminology such as “believe,” “hope,” “may,” “anticipate,”
“should,” “intend,” “plan,” “will,” “expect,” “estimate,”
“project,” “positioned,” “strategy” and similar expressions. You
should be aware that these forward-looking statements are subject
to risks and uncertainties that are beyond our control. For a
discussion of these risks, you should read this entire Form 10
carefully, especially the risks discussed under “Risk Factors.”
Although management believes that the assumptions underlying the
forward looking statements included in this Form 10 are reasonable,
they do not guarantee our future performance, and actual results
could differ from those contemplated by these forward looking
statements. The assumptions used for purposes of the
forward-looking statements specified in the following information
represent estimates of future events and are subject to uncertainty
as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and
interpretation of data and other information and their use in
developing and selecting assumptions from and among reasonable
alternatives require the exercise of judgment. To the extent that
the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion
is expressed on the achievability of those forward-looking
statements. In the light of these risks and uncertainties, there
can be no assurance that the results and events contemplated by the
forward-looking statements contained in this Form 10 will in fact
transpire. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates. We
do not undertake any obligation to update or revise any
forward-looking statements.
Item
1. Description of Business
Organizational
History
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. On August 29, 2021, in recognition of the $50,000
cash invested and $50,000 in consulting fees accrued by George
Sharp for professional and regulatory fees to reinstate the
registrant in the State of Nevada and to have the registrant become
current in its filings under the SEC’s recently imposed
requirements for public companies operating under SEC Rule 15c2-11,
the Board issued 300,000 shares of the authorized “blank check”
preferred stock to George Sharp with 10,000 votes for each share of
preferred stock to give voting control to Mr. Sharp. The registrant
has engaged BF Borgers as its principal accountant to audit the
registrant’s annual financial statements and to review its
quarterly financial statements required to be filed with the SEC
under the registrant’s reporting obligations under the Securities
Exchange Act of 1934, as amended.
Since
we issued the 300,000 shares of Series A preferred stock to George
Sharp we became aware through our transfer agent that in March 2013
the Company issued to a new President, Mr. Warwick Calasse,
5,000,000 shares of Series A preferred stock with each share of
Series A preferred stock having the voting power of 294 shares of
common stock. We have attempted to contact Mr. Calasse without
success. We will continue to try to contact Mr. Calasse but in the
absence of being able to reach him will treat his Series A
preferred shares as treasury shares. In the event that Mr. Calasse
or his heirs can be reached and are deemed to be holders of these
shares of Series A preferred and do not support our corporate
actions by current management, we will initiate litigation with the
Court that issued the Court Order appointing Mr. Sharp as Custodian
to resolve this matter in the best interests of our
shareholders.
Our
Business
Based
on our proposed business activities, we are a “blank check”
company. The SEC defines those companies as “any development stage
company that is issuing a penny stock, within the meaning of
Section 3(a)(51) of the Exchange Act of 1934, as amended, (the
“Exchange Act”) and that has no specific business plan or purpose
or has indicated that its business plan is to merge with an
unidentified company or companies.” Under SEC Rule 12b-2 under the
Securities Act of 1933, as amended (the “Securities Act”), we also
qualify as a “shell company,” because we have no or nominal assets
(other than cash) and no or nominal operations. Many states have
enacted statutes, rules and regulations limiting the sale of
securities of “blank check” companies in their respective
jurisdictions. We intend to comply with the periodic reporting
requirements of the Exchange Act for so long as we are subject to
those requirements.
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.
We
intend to either retain an equity interest (common or preferred
stock) in any private company we engage in a business combination
or we may receive cash and/or a combination of cash and equity from
any private company with which we complete a business combination.
Our desire is that the value of such consideration paid to us would
be beneficial economically to our shareholders though there is no
assurance of that happening.
Potential
Target Companies
A
business entity, if any, which may be interested in a business
combination with us may include the following:
| |
● |
a
company for which a primary purpose of becoming public is the use
of its securities for the acquisition of assets or
businesses; |
| |
● |
a
company which is unable to find an underwriter of its securities or
is unable to find an underwriter of securities on terms acceptable
to it; |
| |
● |
a
company which wishes to become public with less dilution of its
common stock than would occur upon an underwriting; |
| |
● |
a
company which believes that it will be able to obtain investment
capital on more favorable terms or more easily after it has become
public; |
| |
● |
a
foreign company which may wish an initial entry into the United
States securities market; |
| |
● |
a
special situation company, such as a company seeking a public
market to satisfy redemption requirements under a qualified
Employee Stock Option Plan; and |
| |
● |
a
company seeking one or more of the other perceived benefits of
becoming a public company. |
The
analysis of new business opportunities will be undertaken by or
under the supervision of our officers and directors. We have
unrestricted flexibility in seeking, analyzing and participating in
potential business opportunities. In our efforts to analyze
potential acquisition targets or merger partners, we will consider
the following kinds of factors:
| |
● |
Potential
for growth, indicated by new technology, anticipated market
expansion or new products; |
| |
● |
Competitive
position as compared to other firms of similar size and experience
within the industry segment as well as within the industry as a
whole; |
| |
● |
Strength
and diversity of management, either in place or scheduled for
recruitment; |
| |
● |
Capital
requirements and anticipated availability of required funds, to be
provided by the Company or from operations, through the sale of
additional securities, through joint ventures or similar
arrangements or from other sources; |
| |
● |
The
cost of participation by the Company as compared to the perceived
tangible and intangible values and potentials; |
| |
● |
The
extent to which the business opportunity can be
advanced; |
| |
● |
The
accessibility of required management expertise, personnel, raw
materials, services, professional assistance and other required
items; and |
| |
● |
Other
relevant factors. |
In
applying the foregoing criteria, no one of which will be
controlling, management will attempt to analyze all factors and
circumstances and make a determination based upon reasonable
investigative measures and available data.
Potentially
available business opportunities may occur 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 extremely difficult and complex. In light of
our limited capital available for investigation, we may not
discover or adequately evaluate adverse facts about the opportunity
to be acquired.
Any
private company could seek to become public by filing its own
registration statement with the SEC and avoid compensating us in
any manner and, therefore, there may be no perceived benefit to any
private company seeking a business combination with us. We are
obligated under SEC Rules to file a Form 8-K with the SEC within
four (4) days of completing a business combination, which would
include information required by Form 10 on the private company. It
is possible that, prior to the Company successfully consummating a
business combination with an unaffiliated entity, that entity may
desire to employ or retain members of our management for the
purposes of providing services to the surviving entity. However,
the offer of any post-transaction employment to a member of
management will not be a consideration in our decision whether to
undertake any proposed transaction.
We
have not yet entered into any definitive business combination
agreement, nor do we have any binding commitment or understanding
to enter or become engaged in a transaction. Further, no assurances
can be given that we will be able to enter into or complete a
business combination, as to the terms of a business combination, or
as to the nature of the target company.
Form
of Acquisition
The
manner in which we participate in an opportunity will depend upon
the nature of the opportunity, the respective needs and desires of
our shareholders and the target candidate or, if any, the promoters
of the opportunity, as well as our relative negotiating strength
with such other involved parties.
It is
likely that we will acquire its participation in a business
opportunity through the issuance of our common stock or other
securities. Although the terms of any such transaction cannot be
predicted, it should be noted that in certain circumstances the
criteria for determining whether or not an acquisition is a
so-called “tax free” reorganization under Section 368(a)(1) of the
Internal Revenue Code of 1986, as amended (the “Code”), depends
upon whether the owners of the acquired business own 80% or more of
the voting stock of the surviving entity. If a transaction were
structured to take advantage of these provisions rather than other
“tax free” provisions provided under the Code, all prior
stockholders would in such circumstances retain 20% or less of the
total issued and outstanding shares. Under other circumstances,
depending upon the relative negotiating strength of the parties,
prior stockholders may retain substantially less than 20% of the
total issued and outstanding shares of the surviving entity. This
could result in substantial additional dilution to the equity of
those who were our stockholders prior to such
reorganization.
Our
current stockholders will likely not have control of a majority of
our voting shares following a reorganization transaction. As part
of such a transaction, all or a majority of tour directors may
resign and new directors may initially be appointed without a vote
by stockholders.
In
the case of an acquisition, the transaction may be accomplished
upon the sole determination of management without any vote or
approval by stockholders. In the case of a statutory merger or
consolidation directly involving the Company, it may, however, be
necessary to call a stockholders’ meeting and obtain the approval
of the holders of a majority of the outstanding shares. The
necessity to obtain such stockholder approval may result in delay
and additional expense in the consummation of any proposed
transaction and may also give rise to certain appraisal rights to
dissenting stockholders, if any. Most likely, management will seek
to structure any such transaction so as not to require stockholder
approval.
We
may seek to locate a target company through solicitation. Such
solicitation may include, but is not limited to, media
advertisements, mailings and other distributions to law firms,
accounting firms, investment bankers, financial advisors and
similar persons, the use of one or more web sites and/or similar
methods. We may also utilize consultants in the business and
financial communities for referrals of potential target
companies.
It is
anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of
relevant agreements, disclosure documents and other instruments
will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a
decision is made not to participate in a specific business
opportunity, the costs theretofore incurred in the related
investigation would not be recoverable. Furthermore, even if an
agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result
in our loss of the related costs incurred.
All
such costs for the next 12 months and beyond such time will be paid
with money in our treasury, if any, or possibly with additional
money contributed by George Sharp, our sole director and officer,
or another source identified by him.
We
are voluntarily filing this Registration Statement with the SEC
since we are not under any obligation to do so under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
Reports
to Security Holders
By
filing this Registration Statement on Form 10 we will become
subject to all of the reporting obligations required by Section
13(a) of the Exchange Act, including the obligation to file audited
financial statements of any target business we may acquire as part
of our Current Report on Form 8-K to be filed with the SEC upon
consummation of a merger or acquisition. If such audited financial
statements are not available at closing, or within time parameters
necessary to ensure our compliance with the requirements of the
Exchange Act, or if the audited financial statements provided do
not conform to the representations made by the target company, the
closing documents may provide that the proposed transaction will be
voidable at the discretion of our present management.
The
public may read and copy any materials we file with the SEC at the
SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549. The public may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330.
Additionally, the SEC maintains an Internet site that contains
reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC, which can
be found at the EDGAR Company Search page of the SEC’s Web site,
the address for which is “www.sec.gov.”
Competition
We
will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns which have
significantly greater financial and personnel resources and
technical expertise than us. In view of our limited financial
resources and limited management availability, we may be at a
competitive disadvantage compared to our competitors.
Employees
We
presently have no employees. George Sharp, our President, Secretary
and Treasurer, is engaged in outside business activities and
anticipates that he will devote to our business a limited time
until the acquisition of a successful business opportunity has been
identified. We expect no significant changes in the number of our
employees other than such changes, if any, incident to a business
combination.
Our
Principal Office
Our
principal office in space provided to us by Mr. Sharp at 3535
Executive Terminal Drive, Henderson, NV 89052 and our telephone
number is (702)-840-4433.
Item 1A Risk Factors
Risks
Related to Our Operations
If our business plans are not successful, we may not be able to
continue operations as a going concern and our stockholders may
lose their entire investment in us.
We
have no revenues and no operating business. We had a net loss of
$0.00 and $0.00 for the years ended June 30, 2021, and 2020,
respectively, a working capital deficit of ($0.00) and an
accumulated stockholders’ deficit of (0.00) at June 30, 2021. The
report of our independent registered public accountants on our
financial statements for the year ended June 30, 2021 states that
these conditions, among others, raise substantial doubt about our
ability to continue as a going concern. Our ability to continue as
a going concern is dependent upon our continued operations, which
is dependent in turn upon our ability to meet our financial
requirements, raise additional capital, and the success of our
future operations.
Our
principal business objective for the next twelve months will be to
seek, investigate and, if such investigation warrants, engage in a
business combination with a private entity whose business presents
an opportunity for our stockholders. We cannot assure you that we
can identify a suitable business opportunity and consummate a
business combination.
We may require financing to acquire any
business.
We
may require financing to find an acquisition candidate and
consummate a transaction. We cannot assure you that we will be
successful in obtaining financing or locating a business to acquire
or consummating a transaction or that any business we might acquire
will be operated in a profitable manner.
We expect losses in the future because we have no
revenue.
As we
have no current revenue, we are expecting losses over the next 12
months because we do not yet have any revenues to offset the
expenses associated with operating our company. We are not
currently engaged in any revenue generating activities and cannot
guarantee that we will ever be successful in generating revenues in
the future. We recognize that if we are unable to generate
revenues, we will not be able to earn profits or continue
operations. There is no history upon which to base any assumption
as to the likelihood that we will prove successful, and we can
provide investors with no assurance that we will generate any
operating revenues or ever achieve profitable
operations.
As a blank check company, we must comply with Rule 419 of the
Securities Act if we undertake an offering of our common
stock.
The
Securities Act defines a “blank check company” as a development
stage company that has no specific business plan or purpose whose
business plan is to merge with an unidentified company or
companies. Thus, we are a blank check company. Rule 419 of the
Securities Act requires, in the case of a registered offering of
our common stock, that we undertake certain procedural steps before
any shares of stock or the proceeds of the offering are released.
Such requirements include:
Depositing
the net offering proceeds in escrow until an acquisition has been
completed;
Depositing
all securities sold in the public offering into escrow until the
acquisition has been completed;
Giving
public shareholders an opportunity to consider any proposed
acquisition and a chance to either approve the transaction and
retain their shares or get at least 90% of their funds returned
from the escrow.
The
need to comply with the provisions of Rule 419 could deter a target
company from seeking to complete a transaction with us.
As a shell company, we are not eligible to rely upon Form S-8 to
issue our securities and are subject to enhanced reporting
requirements.
As a
shell company we are not eligible to rely upon Form S-8 to issue
securities. Further, as a blank check we are subject to enhanced
specific reporting requirements, including requirements as to the
information to be disclosed in connection with any public offering
of our securities as specified in Rule 419. These enhanced
disclosure provisions and the rights to be provided to any
purchaser in a public offering of our securities impose substantial
costs on and impediments to a public offering of our common
stock.
Because we are a shell company and have no business, holders of our
common stock may not rely upon Rule 144 until disclosure provisions
applicable to blank check companies are
satisfied.
Rule
144 provides that shares of our common stock may not be sold under
Rule 144 until we have ceased to be a shell company and one year
has elapsed from the date on which we have filed Form 10
information. Thus, a holder of our common stock may be required to
hold his shares indefinitely.
Our common stock is subject to a “STOP” warning label on OTC
PINK.
Our
common stock is quoted on OTC Pink and is currently subject to a
“STOP” warning on the OTC Pink. We are subject to a “STOP” warning
as a result of our failure to provide any information to the public
regarding our business and operations since we filed our Quarterly
Report for the period ended December 31, 2012 with the SEC on
February 20, 2013, suspending our obligation to file reports with
the Securities and Exchange Commission. Being subject to a “STOP”
warning severely limits the number of investors that might purchase
our common stock and effectively prevents the development of an
active trading market in our shares. We can provide no assurance as
to whether OTC Markets Group, Inc., will ever remove the “STOP”
sign currently applicable to our common stock.
As a blank check company, our shareholders may face significant
restrictions on the resale of our common stock due to state “blue
sky” laws and due to the applicability of Rule
419.
There
are state “blue sky” regulations that may adversely affect the
transferability of our common stock. We have not registered our
common stock for resale under the securities or “blue sky” laws of
any state. We are under no obligation to register or qualify our
common stock in any state or to advise the shareholders of any
exemptions.
We do not have any agreement for a business combination or other
transaction.
We
have not yet entered into any definitive agreement, nor do we have
any binding commitment or understanding to enter into or become
engaged in a merger with, joint venture with or acquisition of, a
private or public entity. We cannot assure you that we will
successfully identify and evaluate suitable business opportunities
or that we will conclude a business combination. We cannot
guarantee that we will be able to negotiate a business combination
on favorable terms, and there is consequently a risk that future
funds allocated to the purchase of our shares will not be invested
in a company with active business operations.
Our future success is highly dependent on the ability of management
to locate and attract a suitable acquisition.
The
success of our proposed plan of operation will depend to a great
extent on the operations, financial condition and management of the
identified target company. While business combinations with
entities having established operating histories are preferred,
there can be no assurance that we will be successful in locating
candidates meeting such criteria. The decision to enter into a
business combination will likely be made without detailed
feasibility studies, independent analysis, market surveys or
similar information which, if we had more funds available to us,
would be desirable. In the event we complete a business combination
the success of our operations will be dependent upon management of
the target company and numerous other factors beyond our control.
We cannot assure you that we will identify a target company and
consummate a business combination.
There is competition for those private companies suitable for a
merger transaction of the type contemplated by
management.
We
are in a highly competitive market for business opportunities which
could reduce the likelihood of consummating a successful business
combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures
with and acquisitions of small private and public entities. A large
number of established and well-financed entities, including Special
Purpose Acquisition Corporations (“SPACs”), small public companies
and venture capital firms, are active in mergers and acquisitions
of companies that may be desirable target candidates for us. Nearly
all these entities have significantly greater financial resources,
technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in
identifying possible business opportunities and successfully
completing a business combination. These competitive factors may
reduce the likelihood of our identifying and consummating a
successful business combination.
We have not conducted market research to identify business
opportunities, which may affect our ability to identify a business
to merge with or acquire.
We
have neither conducted nor have others made available to us results
of market research concerning prospective business opportunities.
Therefore, we have no assurances that market demand exists for a
merger or acquisition as contemplated by us. It may be expected
that any target business or transaction will present a level of
risk that conventional private or public offerings of securities or
conventional bank financing will not be available. There is no
assurance that we will be able to acquire a business opportunity on
terms favorable to us. Decisions as to which business opportunity
to participate in will be unilaterally made by our management,
which may act without the consent, vote or approval of our
stockholders.
Management intends to devote only a limited amount of time to
seeking a target company which may adversely impact our ability to
identify a suitable acquisition candidate.
While
seeking a business combination, George Sharp, our President,
Secretary and Treasurer, anticipates devoting a limited time to our
affairs. In addition, Mr. Sharp has not entered into a written
employment agreement with us and is not expected to do so in the
foreseeable future. Accordingly, his limited commitment may
adversely impact our ability to identify and consummate a
successful business combination.
We are dependent on the services of George Sharp, our President,
Secretary and Treasurer, to obtain capital required to implement
our business plan and for identifying, investigating, negotiating
and integrating potential acquisition opportunities. The loss of
the services of Mr. Sharp could have a substantial adverse effect
on us.
Our
ability to acquire an operating business will be largely contingent
on our ability to retain George Sharp upon whom we will rely to
obtain capital required to implement our business plan and for
identifying, investigating, negotiating and integrating potential
acquisition candidates and to attract and retain a highly qualified
corporate and operations level management team. The loss of the
services of Mr. Sharp could have a substantial adverse effect on
us.
The time and cost of preparing a private company to become a public
reporting company may preclude us from entering into a merger or
acquisition with the most attractive private
companies.
Target
companies that fail to comply with SEC reporting requirements may
delay or preclude acquisition. Sections 13 and 15(d) of the
Exchange Act require reporting companies to provide certain
information about significant acquisitions, including audited
financial statements for the company acquired. The time and
additional costs that may be incurred by some target entities to
prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable
acquisition prospects that do not have or are unable to obtain the
required audited statements may be inappropriate for acquisition so
long as the reporting requirements of the Exchange Act are
applicable.
We may be subject to further government regulation which would
adversely affect our operations.
Although
we will be subject to the reporting requirements under the Exchange
Act, management believes we will not be subject to regulation under
the Investment Company Act of 1940, as amended (the “Investment
Company Act”), since we will not be engaged in the business of
investing or trading in securities. If we engage in business
combinations which result in our holding passive investment
interests in a number of entities, we could be subject to
regulation under the Investment Company Act. If so, we would be
required to register as an investment company and could be expected
to incur significant registration and compliance costs. We have
obtained no formal determination from the SEC as to our status
under the Investment Company Act and, consequently, violation of
the Investment Company Act could subject us to material adverse
consequences.
Any potential acquisition or merger with a foreign company may
subject us to additional risks.
If we
enter into a business combination with a foreign concern, we will
be subject to risks inherent in business operations outside of the
United States. These risks include, for example, currency
fluctuations, regulatory problems, punitive tariffs, unstable local
tax policies, trade embargoes, risks related to shipment of raw
materials and finished goods across national borders and cultural
and language differences. Foreign economies may differ favorably or
unfavorably from the United States economy in growth of gross
national product, rate of inflation, market development, rate of
savings, and capital investment, resource self-sufficiency and
balance of payments positions, and in other respects.
If we fail to develop and maintain an effective system of internal
controls, we may not be able to accurately report our financial
results or prevent fraud, as a result, current and potential
stockholders could lose confidence in our financial reports, which
could harm our business and the trading price of our common
stock.
Effective
internal controls are necessary for us to provide reliable
financial reports and effectively prevent fraud. Section 404 of the
Sarbanes-Oxley Act of 2002 requires us to evaluate and report on
our internal controls over financial reporting. Compliance with
Section 404 requires that we strengthen, assess and test our system
of internal controls to provide the basis for our report. The
process of strengthening our internal controls and complying with
Section 404 is expensive and time consuming and requires
significant management attention. We cannot be certain that the
measures we undertake will ensure that we will maintain adequate
controls over our financial processes and reporting in the future.
Furthermore, if we are able to rapidly grow our business, the
internal controls that we will need will become more complex, and
significantly more resources will be required to ensure our
internal controls remain effective. Failure to implement required
controls, or difficulties encountered in their implementation,
could harm our operating results or cause us to fail to meet our
reporting obligations. If we discover a material weakness in our
internal controls, the disclosure of that fact, even if the
weakness is quickly remedied, could diminish investors’ confidence
in our financial statements and harm our stock price. In addition,
non-compliance with Section 404 could subject us to a variety of
administrative sanctions, including the suspension of trading,
ineligibility for listing on the OTC Markets, and the inability of
registered broker-dealers to make a market in our common stock,
which would further reduce our stock price.
Our sole officer and director, who will be responsible for
preparing our financial statements and evaluating the effectiveness
of our internal controls over financial reporting is not qualified
to do so.
George
Sharp, our sole officer and director, has not been trained in
accounting and has relevant but not extensive knowledge of United
States Generally Accepted Accounting Principles and the rules and
regulations of the SEC applicable to financial reporting or to
being a public company generally and limited experience in
preparing financial statements in accordance with U.S. GAAP and
evaluating the effectiveness of internal controls over financial
reporting.
Our lack of adequate accounting personnel is a material weakness in
our financial reporting.
A
company is deemed to have a material weakness in financial
reporting when one or more of its internal controls over financial
reporting are ineffective. Because we lack accounting personnel
with training and experience in U. S. GAAP, financial reporting and
the design and evaluation of internal controls over financial
reporting, we have a material weakness which could result in a
material misstatement in our financial statements. Any misstatement
in our financial statements could cause us to have to restate our
financial statements, which would be expensive, time consuming and
adversely impact our ability to realize our business
plan.
You will not have the ability to determine the outcome of matters
requiring stockholder approval, including the acquisition of a
target business.
It is
anticipated that any acquisition we consummate will not require the
consent of our shareholders. As a result, you will not have the
ability to determine the outcome of matters related
thereto.
There is no active trading market for our shares of common
stock.
There
is no active trading market for our common stock. There can be no
assurance that a regular trading market for our securities will
develop, or that if one develops, that it will be sustained. The
trading price of our securities could be subject to wide
fluctuations, in response to announcements by us or others,
developments affecting us, and other events or factors. In
addition, the stock market has experienced extreme price and volume
fluctuations in recent years. These fluctuations have had a
substantial effect on the market prices for many companies, often
unrelated to the operating performance of such companies, and may
adversely affect the market prices of the securities. Such risks
could have an adverse effect on the stock’s future
liquidity.
Our common stock is subject to the “Penny Stock” Rules of the SEC
and the trading market in our securities is limited, which makes
transactions in our stock cumbersome and may reduce the value of an
investment in our stock.
The
SEC has adopted Rule 15g-9 which establishes the definition of a
“penny stock,” for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock,
unless exempt, the rules require: (a) that a broker or dealer
approve a person’s account for transactions in penny stocks; and
(b) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased.
To
approve a person’s account for transactions in penny stocks, the
broker or dealer must: (a) obtain financial information and
investment experience and objectives of the person; and (b) make a
reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge
and experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks.
The
broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prescribed by the Commission
relating to the penny stock market, which, in highlight form: (a)
sets forth the basis on which the broker or dealer made the
suitability determination; and (b) that the broker or dealer
received a signed, written agreement from the investor prior to the
transaction. Generally, brokers may be less willing to execute
transactions in securities subject to the “penny stock” rules. This
may make it more difficult for investors to dispose of our common
shares and cause a decline in the market value of our
stock.
Disclosure
also has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in
penny stock transactions. Finally, monthly statements have to be
sent disclosing recent price information for the penny stock held
in the account and information on the limited market in penny
stocks.
Under our Articles of Incorporation, our Board of Directors has the
authority, without stockholder approval, to issue preferred stock
with terms that may not be beneficial to common stockholders and
with the ability to adversely affect stockholder voting power and
perpetuate the board’s control over our company.
Our
Board of Directors by resolution may authorize the issuance of up
to 100 million shares of preferred stock in one or more series with
such limitations and restrictions as it may determine, in its sole
discretion, with no further authorization by security holders
required for the issuance of such shares. The Board may determine
the specific terms of the preferred stock, including designations;
preferences; conversions rights; cumulative, relative;
participating; and optional or other rights, including voting
rights; qualifications; limitations; or restrictions of the
preferred stock.
The
issuance of preferred stock may adversely affect the voting power
and other rights of the holders of common stock. Preferred stock
may be issued quickly with terms calculated to discourage, make
more difficult, delay or prevent a change in control of our company
or make removal of management more difficult. As a result, the
Board of Directors’ ability to issue preferred stock may discourage
the potential hostile acquirer, possibly resulting in beneficial
negotiations. Negotiating with an unfriendly acquirer may result in
terms more favorable to us and our stockholders. Conversely, the
issuance of preferred stock may adversely affect the market price
of, and the voting and other rights of the holders of the common
stock. On August 29, 2021 we issued 300,000 shares of Series A
preferred stock to George Sharp, our President, Secretary and
Treasurer.
We may, in the future, issue additional shares of common stock,
which would reduce investors’ percent of ownership and may dilute
our share value.
Our
Articles of Incorporation authorizes the issuance of 1,875,000,000
shares of common stock. The future issuance of common stock may
result in substantial dilution in the percentage of our common
stock held by our then existing stockholders. We may value any
common stock issued in the future on an arbitrary basis. The
issuance of common stock for future services or acquisitions or
other corporate actions may have the effect of diluting the value
of the shares held by our investors and might have an adverse
effect on any trading market for our common stock.
Because we do not intend to pay any cash dividends on our common
stock, our stockholders will not be able to receive a return on
their shares unless they sell them.
We
intend to retain any future earnings to finance the development and
expansion of our business. We do not anticipate paying any cash
dividends on our common stock in the foreseeable future. Unless we
pay dividends, our stockholders will not be able to receive a
return on their shares unless they sell them. We cannot assure you
that you will be able to sell shares when you desire to do
so.
Risks
Related to Ownership of Common Stock and Operation as a Public
Company.
We may be compelled to initiate litigation against a current holder
of Series A Preferred stock.
Our
transfer agent has Mr. Warwick Calasse as the holder of 5,000,000
shares of Series A preferred stock with each share of Series A
preferred stock having the voting power of 294 shares of common
stock in March 2013 prior to the issuance to George Sharp of
300,000 shares of Series A preferred stock in August 2021 that were
intended to give Mr. Sharp voting control to allow him to perform
his statutory custodian duties. If we are able to establish contact
with Mr. Calasse and he opposes of the efforts of Mr. Sharp to
perform his responsibilities as custodian, we will have to initiate
litigation to have the Company take the actions that are in the
best interest of our holders of common stock.
We will incur increased costs as a result of operating as a public
company, and our management will be required to devote substantial
time to compliance efforts.
As a
public company, we will incur significant legal, accounting and
other expenses that we did not incur as a private company. The
Sarbanes-Oxley Act and related SEC regulations have created
uncertainty for public companies and significantly increased the
costs and risks associated with accessing the public markets and
public reporting. For example, on January 30, 2009, the SEC adopted
rules requiring companies to provide their financial statements in
interactive data format using the extensible Business Reporting
Language, or XBRL. We are required to comply with these rules. Our
management and other personnel will need to devote a substantial
amount of time and financial resources to comply with these
requirements, as well any new requirements implemented by the SEC.
Moreover, these rules and regulations will increase our legal and
financial compliance costs and will make some activities more
time-consuming and costly and could lead to a diversion of
management time and attention from revenue generating activities to
compliance activities. We are currently unable to estimate these
costs with any degree of certainty. These rules and regulations
could also make it more difficult for us to attract and retain
qualified persons to serve on our Board of Directors and board
committees or as executive officers and more expensive for us to
obtain director and officer liability insurance.
The Financial Industry Regulatory Authority (“FINRA”) sales
practice requirements may also limit your ability to buy and sell
our common stock, which could depress the price of our
shares.
FINRA
has adopted rules that require broker-dealers to have reasonable
grounds for believing that an investment is suitable for a customer
before recommending that investment to the customer. Prior to
recommending speculative low-priced securities to their
non-institutional customers, broker-dealers must make reasonable
efforts to obtain information about the customer’s financial
status, tax status and investment objectives, among other things.
Under interpretations of these rules, FINRA believes that there is
a high probability such speculative low-priced securities will not
be suitable for at least some customers. Thus, FINRA requirements
make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy
and sell our shares, have an adverse effect on the market for our
shares, and thereby depress our share price.
We do not foresee paying cash dividends on our common stock in the
foreseeable future and, as a result, our investors’ sole source of
gain, if any, will depend on capital appreciation, if
any.
We do
not plan to declare or pay any cash dividends on our shares of
common stock in the foreseeable future. As a result, investors
should not rely on an investment in our securities if they require
the investment to produce dividend income. Capital appreciation, if
any, of our shares may be investors’ sole source of gain for the
foreseeable future. Moreover, investors may not be able to resell
their shares of our common stock at or above the price they paid
for them.
We cannot assure you that following a business combination with an
operating business, our common stock will be listed on the Nasdaq
Stock Market or any other securities exchange.
Following
a business combination, we may seek the listing of our common stock
on NASDAQ, NYSE Amex Equities, the OTC Markets or such other
similar exchange. However, we cannot assure you that following such
a transaction, we will be able to meet the initial listing
standards of those or any other stock exchange, or that we will be
able to maintain a listing of our common stock on either of those
or any other stock exchange. After completing a business
combination, until our common stock is listed on the NASDAQ or
another stock exchange, we expect that our common stock would be
eligible to trade and/or be quoted on the OTC Bulletin Board,
another over-the-counter quotation system, or on the “pink sheets,”
where our stockholders may find it more difficult to dispose of
shares or obtain accurate quotations as to the market value of our
common stock. In addition, we would be subject to an SEC rule that,
if it failed to meet the criteria set forth in such rule, imposes
various practice requirements on broker-dealers who sell securities
governed by the rule to persons other than established customers
and accredited investors. Consequently, such rule may deter
broker-dealers from recommending or selling our common stock, which
may further affect its liquidity. This would also make it more
difficult for us to raise additional capital following a business
combination.
ITEM
2. FINANCIAL INFORMATION.
The
following discussion should be read in conjunction with the
financial statements and related notes that appear elsewhere in
this prospectus. This discussion contains forward-looking
statements that involve risks and uncertainties. Our actual results
could differ materially from those anticipated in these
forward-looking statements. All forward-looking statements speak
only as of the date on which they are made. We undertake no
obligation to update such statements to reflect events that occur
or circumstances that exist after the date on which they are
made.
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 our potential candidate target
companies to any specific business, industry or geographical
location and, thus, may acquire or be acquired by any type of
business.
We do
not currently engage in any business activities that provide cash
flow. The costs of investigating and analyzing business
combinations for the next 12 months and beyond such time will be
paid with money in our treasury, if any, or with additional money
contributed by George Sharp, our sole director and officer, and a
stockholder, or another source.
During
the next 12 months, we anticipate incurring costs related
to:
|
|
(i) |
filing
of Exchange Act reports, as well as costs associated with retaining
an independent registered audit firm, and |
| |
(ii) |
investigating,
analyzing and consummating an acquisition, merger, sale and any
expert or advisor costs related thereto. |
We
believe we will be able to meet these costs through use of funds in
our treasury and additional amounts,
as
necessary, to be loaned to or invested in us by our stockholders,
management or other investors.
We
may consider, but management is not limited to, a business which
has recently commenced operations, is a developing company in need
of additional funds for expansion into new products or markets, is
seeking to develop a new product or service, or is an established
business. In the alternative, a business combination may involve
the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a
public trading market for its shares, while avoiding, among other
things, the time delays, significant expense, and loss of voting
control which may occur in a public offering.
There
are currently, as of the date of this Registration Statement, no
preliminary contacts or discussions with any representative of any
other entity regarding a business combination with us. Any target
business that is selected may be a financially unstable company or
an entity in its early stages of development or growth, including
entities without established records of sales or earnings. In that
event, we will be subject to numerous risks inherent in the
business and operations of financially unstable and early stage or
potential emerging growth companies. In addition, we may affect a
business combination with an entity in an industry characterized by
a high level of risk and, although our management will endeavor to
evaluate the risks inherent in a particular target business, there
can be no assurance that we will be able to properly ascertain or
assess all significant risks.
Our
management anticipates that it will likely be able to effect only
one business combination, due primarily to our limited financing,
and the dilution of interest for present and prospective
stockholders, which is likely to occur as a result of our
management’s plan to offer a controlling interest to a target
business in order to achieve a tax-free reorganization. This lack
of diversification should be considered a substantial risk in
investing in us, because it may not permit us to offset potential
losses from one venture against gains from another.
We
anticipate that the selection of a business combination will be
complex and extremely risky. Because of general economic
conditions, rapid technological advances being made in some
industries, the ongoing global COVID-19 pandemic and shortages of
available capital, our management believes that there are numerous
firms seeking even the limited additional capital that we will have
and/or the perceived benefits of becoming a publicly traded
corporation. Such perceived benefits of becoming a publicly traded
corporation include, among other things, facilitating or improving
the terms on which additional equity financing may be obtained,
providing liquidity for the principals of and investors in a
business, creating a means for providing incentive stock options or
similar benefits to key employees, and offering greater flexibility
in structuring acquisitions, joint ventures and the like through
the issuance of stock. Potentially available business combinations
may occur 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 extremely
difficult and complex.
Off-Balance
Sheet Arrangements
We
have no 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 and would be considered material to investors.
Item 3. Properties.
We
currently neither rent nor own any real property. We utilize the
office space and equipment of its management at no cost. Management
estimates such amounts to be iimmaterial. We currently have no
policy with respect to investments or interests in real estate,
real estate mortgages or securities of, or interests in, persons
primarily engaged in real estate activities.
Item 4.
Security
Ownership of Certain Beneficial Owners and
Management.
Security
ownership of certain beneficial owners.
The
following tables set forth the ownership of our common stock by
each person known by us to be the beneficial owner of more than 5%
of our outstanding common stock, our directors, and our executive
officers and directors as a group. To the best of our knowledge,
the persons named have sole voting and investment power with
respect to such shares, except as otherwise noted. There are not
any pending arrangements that may cause a change in control.
However, it is anticipated that there will be one or more change of
control, including adding members of management, possibly involving
the private sale or redemption of our principal shareholder’s
securities or our issuance of additional securities, at or prior to
the closing of a business combination.
The
information presented below regarding beneficial ownership of our
voting securities that has been presented in accordance with the
rules of the SEC and is not necessarily indicative of ownership for
any other purpose. Under these rules, a person is deemed to be a
“beneficial owner” of a security if that person has or shares the
power to vote or direct the voting of the security or the power to
dispose or direct the disposition of the security. A person is
deemed to own beneficially any security as to which such person has
the right to acquire sole or shared voting or investment power
within 60 days through the conversion or exercise of any
convertible security, warrant, option or other right. More than one
person may be deemed to be a beneficial owner of the same
securities. The percentage of beneficial ownership by any person as
of a particular date is calculated by dividing the number of shares
beneficially owned by such person, which includes the number of
shares as to which such person has the right to acquire voting or
investment power within 60 days, by the sum of the number of shares
outstanding as of such date plus the number of shares as to which
such person has the right to acquire voting or investment power
within 60 days. Consequently, the denominator used for calculating
such percentage may be different for each beneficial owner. Except
as otherwise indicated below, we believe that the beneficial owners
of our common stock listed below have sole voting and investment
power with respect to the shares shown.
|
Name
and Address(1) |
|
Amount and Nature of Beneficial Ownership |
|
|
Percentage
of
Class(2)
|
|
| George
Sharp)(3) |
|
1,800,000 |
(4) |
|
93 |
% |
| All Officers and Directors
as a group (1 person) |
|
|
1,800,000 |
(4) |
|
|
93 |
% |
|
(1) |
The
address for the person named in the table above is c/o the
Company. |
| (2) |
Based
on 227,250,000 shares outstanding as of the date of this
registration statement. |
| (3) |
George
Sharp is President, Secretary, Treasurer and sole Director of the
Company. |
| (4) |
George
Sharp owns 1,500,000 shares of our common stock and 300,000 shares
of Series A preferred with each share of Series A preferred stock
having the voting power of 10,000 shares of common
stock. |
This
table is based upon information derived from our stock records. We
believe that each of the shareholders named in this table has sole
or shared voting and investment power with respect to the shares
indicated as beneficially owned; except as set forth above,
applicable percentages are based upon 227,250,000 shares of common
stock outstanding as of September 1, 2021.
Item 5.
Directors
and Executive Officers.
(a)
Identification of
Directors and Executive Officers.
Our
officers and directors and additional information concerning them
are as follows:
|
Name |
|
Age |
|
Position(s) |
| George
Sharp |
|
61 |
|
President,
Secretary, Treasurer and Director |
George
Sharp, 61 years old, has, for the past 17 years, served as a
consultant to companies in a variety of contexts, including
software development, assisting public companies with growth and
regulatory compliance plans. Mr. Sharp is a well-known
whistleblower and shareholder advocate, fighting against microcap
fraud. He has exposed dubious activities involving various issuers
to the public and regulatory bodies for the last 12 years. In June
2017, Mr. Sharp was engaged as a consultant by OTC Markets Group,
Inc. to develop compliance processes to bring more timely and
actionable data to the OTC market.
|
(b) |
Significant
Employees. None. |
|
(c) |
Family
Relationships. None. |
| |
|
| (d) |
Involvement
in Certain Legal Proceedings. |
No
officer, director, or persons nominated for such positions,
promoter or significant employee has been involved in the last five
years in any of the following:
|
|
● |
Any
bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that
time; |
| |
● |
Any
conviction in a criminal proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses); |
| |
● |
Being
subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; and |
| |
● |
Being
found by a court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated. |
Item 6. Executive Compensation.
No
officer or director has received any cash compensation from the
Company since the inception of the Company; however, George Sharp
received 300,000 shares of the authorized “blank check” preferred
stock with 10,000 votes for each share of preferred stock to give
voting control of the Company to Mr. Sharp. Until we acquire
additional capital, it is not anticipated that any officer or
director will receive compensation from us, other than
reimbursement for out-of-pocket expenses incurred on behalf of the
Company. Our officers and directors intend to devote limited time
to our affairs.
We
have no stock option, retirement, pension, or profit-sharing
programs for the benefit of directors, officers or other employees,
but the Board of Directors may recommend adoption of one or more
such programs in the future.
There
are no understandings or agreements regarding compensation our
management will receive after a business combination that is
required to be disclosed.
We do
not have a standing compensation committee or a committee
performing similar functions, since the Board of Directors has
determined not to compensate the officers and directors until such
time that we complete a reverse merger or business
combination.
On
August 29, 2021, the Company issued 300,000 restricted shares of
its Series A preferred stock to George Sharp. Mr. Sharp, the sole
officer and director of the Company, is the majority shareholder of
the Company. With respect to the issuance of shares of the
Company’s Series A preferred made to Mr. Sharp, the Company relied
upon Section 4(a)(2) of the Securities Act.
George
Sharp is involved in other business activities and may, in the
future, become involved in other business opportunities that become
available. Mr. Sharp may face a conflict in selecting between the
Company and his other business interests. The Company has not
formulated a policy for the resolution of such
conflicts.
Except
as otherwise indicated herein, there have been no other related
party transactions, or any other transactions or relationships
required to be disclosed pursuant to Item 404 and Item 407(a) of
Regulation S-K.
Item 7. Certain Relationships and
Related Transactions, and Director Independence.
We
have not:
|
|
● |
established
our own definition for determining whether our directors and
nominees for directors are “independent” nor have we adopted any
other standard of independence employed by any national securities
exchange or inter-dealer quotation system, though our current
director would not be deemed to be “independent” under any
applicable definition given that he is an officer of the Company;
nor |
| |
● |
established
any committees of our Board of Directors. |
Given
the nature of our business, our limited stockholder base and the
current composition of management, our Board of Directors does not
believe that we require any corporate governance committees at this
time. Our Board of Directors takes the position that either we
will, and/or with management of a target business, will establish
committees that will be suitable for our operations should we
successfully consummate a business combination.
As of
the date hereof, our Board of Directors serves as our audit
committee.
Item 7. Certain Relationships and
Related Transactions, and Director Independence.
Since Mr. Sharp has been appointed as Conservator and became our
President and sole director, we have engaged in the following
transactions with our directors, executive officers, holders of
more than 5% of our voting securities, and affiliates or
immediately family members of our directors, executive officers and
holders of more than 5% of our voting securities, and our
co-founders. We believe that all of these transactions were on
terms as favorable as could have been obtained from unrelated third
parties.
On August 29, 2021, in recognition of the $50,000 cash invested and
$50,000 in consulting fees accrued by George Sharp for professional
and regulatory fees to reinstate the registrant in the State of
Nevada and to have the registrant become current in its filings
under the SEC’s recently imposed requirements for public companies
operating under SEC Rule 15c2-11, the Board issued 300,000 shares
of the authorized “blank check” preferred stock to George Sharp
with 10,000 votes for each share of preferred stock to give voting
control to Mr. Sharp. We issued 300,000 shares of Series A
preferred stock to Mr. Sharp.
Item
8. Legal
Proceedings.
There
are presently no material pending legal proceedings to which the
Company is a party or as to which any of its property is subject,
and no such proceedings are known to the Company to be threatened
or contemplated against it.
Item 9.
Market
Price of and Dividends on the Company’s Common Equity and Related
Stockholder Matters.
(a)
Market
Information.
Our
common stock does not trade, nor is it admitted to quotation, on
any stock exchange or other trading facility. Management has no
present plan, proposal, arrangement or understanding with any
person with regard to the development of a trading market in any of
our securities. We cannot assure you that a trading market for our
common stock will ever develop. We have not registered our class of
common stock for resale under the blue sky laws of any state and
current management does not anticipate doing so. The holders of
shares of our common stock, and persons who may desire to purchase
shares of our common stock in any trading market that might develop
in the future, should be aware that significant state blue sky law
restrictions may exist which could limit the ability of
stockholders to sell their shares and limit potential purchasers
from acquiring our common stock.
We
are not obligated by contract or otherwise to issue any securities
and, there are no outstanding securities which are convertible into
or exchangeable or exercisable for shares of our Common stock. All
outstanding shares of our common stock are “restricted securities,”
as that term is defined under Rule 144 promulgated under the
Securities Act of 1933, because they were issued in a private
transaction not involving a public offering. Accordingly, none of
the outstanding shares of our common stock may be resold,
transferred, pledged as collateral or otherwise disposed of unless
such transaction is registered under the Securities Act of 1933 or
an exemption from registration is available. In connection with any
transfer of shares of our common stock other than pursuant to an
effective registration statement under the Securities Act of 1933,
the Company may require the holder to provide to the Company an
opinion of counsel to the effect that such transfer does not
require registration of such transferred shares under the
Securities Act of 1933.
Rule
144 is not available for the resale of securities initially issued
by companies that are, or previously were, shell companies, like
us, unless the following conditions are met:
|
|
● |
the
issuer of the securities that was formerly a shell company has
ceased to be a shell company; |
| |
● |
the
issuer of the securities is subject to the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of
1934; |
| |
● |
the
issuer of the securities has filed all Exchange Act reports and
material required to be filed, as applicable, during the preceding
12 months (or such shorter period that the issuer was required to
file such reports and materials), other than Current Reports on
Form 8-K; and |
| |
● |
at
least one year has elapsed from the time that the issuer filed
current comprehensive “Form 10” disclosure with the SEC reflecting
its status as an entity that is not a shell company.
|
Neither
the Company nor its officer and director has any present plan,
proposal, arrangement, understanding or intention of selling any
unissued or outstanding shares of common stock in the public market
subsequent to a business combination. Nevertheless, in the event
that a substantial number of shares of our common stock were to be
sold in any public market that may develop for our securities
subsequent to a business combination, such sales may adversely
affect the price for the sale of the common stock in any such
trading market. We cannot predict what effect, if any, market sales
of currently restricted shares of common stock or the availability
of such shares for sale will have on the market prices prevailing
from time to time, if any. In addition, in the event we were to be
acquired by an operating company which were to then become our
majority shareholders in a post-acquisition transaction, then such
new management and/or Board of Directors will make any decisions as
to any post-acquisition sales of securities into the public market,
or privately sold, shares of securities, as current management will
likely no longer be in a management or board position, and will no
longer have control or discretion as to such matter in that
situation.
(b)
Holders.
As of
September 1, 2021, there were 4 record holders of an aggregate of
227,250,000 shares of our common stock issued and
outstanding.
(c)
Dividends.
We
have not paid any cash dividends to date and do not anticipate or
contemplate paying dividends in the foreseeable future. It is the
present intention of management to utilize all available funds for
the development of the Company’s business.
(d)
Securities
Authorized for Issuance under Equity Compensation Plans.
None.
Item
10. Recent Sales of Unregistered Securities.
Since
January 1, 2018 the Company has issued and sold the following
securities without the benefit of registration under the Securities
Act of 1933, as amended:
Issuances
Pursuant to Section 4(a)(2) and Regulation D of the Securities Act
of 1933, as amended:
On
August 29, 2021, the Company issued 300,000 restricted shares of
its Series A preferred stock to George Sharp. Mr. Sharp, the sole
officer and director of the Company, is the majority shareholder of
the Company. We relied upon Section 4(a)(2) and Regulation D of the
Securities Act of 1933, as amended for this issuance of Series A
preferred stock. We believed that Section 4(a)(2) and Regulation D
was available because:
|
|
● |
This
issuance did not involve underwriters, underwriting discounts or
commissions; |
| |
● |
We
placed restrictive legends on all certificates issued; |
| |
● |
No
sales were made by general solicitation or advertising; |
| |
● |
Sales
were made only to accredited investors |
We
currently have no commitments to issue any shares of common stock;
however, we may issue a substantial number of additional shares in
connection with a business combination, or as part of a
post-combination financing transaction. Since we will likely issue
additional shares of common stock in connection with a business
combination or subsequent financing transaction, our existing
stockholders may experience substantial dilution in their shares in
either event. However, it is impossible to predict whether a
business combination or financing transaction will ultimately
result in dilution to existing shareholders. For example only, and
not to the exclusion of other possible scenarios, if the target
company or acquiror has a relatively weak balance sheet or in need
of capital for operational expansion purposes, a business
combination may result in significant dilution. If a target company
or acquiror has a relatively strong balance sheet, there may be
little or no dilution.
See
description of our previously issued convertible notes in Item
11(b) below, which is incorporated by reference into this Item
10.
Item 11.
Description of
Registrant’s Securities to be Registered.
Authorized
Capital Stock
The
authorized capital stock of the Company currently consists of
1,875,000,000 shares of common stock, par value $0.0001 per share,
of which there are 227,250,000 issued and outstanding. The
following summarized the important provisions of the Company’s
capital stock.
Common
Stock
Holders
of shares of common stock are entitled to one vote for each share
on all matters to be voted on by the stockholders. Holders of
common stock do not have cumulative voting rights and are not
subject to such state laws that would require or facilitate
cumulative voting rights. Holders of common stock are entitled to
share ratably in dividends, if any, as may be declared from time to
time by the Board of Directors in its discretion from funds legally
available therefor. In the event of a liquidation, dissolution or
winding up of the company, the holders of common stock are entitled
to share pro rata all assets remaining after payment in full of all
liabilities. All of the outstanding shares of common stock are
fully paid and non-assessable.
No
stockholder of the Company shall, solely by reason of being a
stockholder, have any preemptive right to acquire additional,
unissued or treasury shares of the Company, or securities
convertible into or carrying a right to subscribe to or to acquire
any shares of any class of the Company now or hereafter
authorized.
Preferred
Stock
The
Board of Directors is authorized to provide for the issuance of
100,000,000 shares of preferred stock in series and, by filing a
certificate pursuant to the applicable law of Nevada, to establish
from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights
of the shares of each such series and the qualifications,
limitations or restrictions thereof without any further vote or
action by the shareholders. As of the date of filing of this
registration statement, no shares of preferred stock have been
authorized, issued or are outstanding.
In
the event that our Board of Directors of the Company determines to
authorize and issue one or more series of preferred stock, the
issuance of shares of preferred stock, or the issuance of rights to
purchase such shares, could be used to discourage an unsolicited
acquisition proposal. For instance, the issuance of a series of
preferred stock might impede a business combination by including
class voting rights that would enable the holder to block such a
transaction or facilitate a business combination by including
voting rights that would provide a required percentage vote of the
stockholders. In addition, under certain circumstances, the
issuance of preferred stock could adversely affect the voting power
of the holders of the common stock. We have no present plans to
issue any preferred stock.
We
have designated 10,000,000 shares of Series A preferred stock with
the following powers, preferences and rights.
Voting Rights
Holders
of our Series A preferred stock are entitled to 294 votes for each
share held on all matters submitted to a vote of
stockholders.
Conversion Rights
Holders
of Series A preferred stock may at any time convert each share of
Series A preferred stock into 294 shares of common
stock.
Dividends
Holders
of our shares of Series A preferred stock shall be entitled to
receive dividends, out of funds legally available for that purpose,
on the same terms and conditions as that of holders of common
stock, as may be declared by the Board of Directors.
Redemption Rights
Our
Series A preferred stock is not redeemable except upon consent of
the holder of such Series A preferred stock.
Liquidation Rights
Upon
any liquidation, dissolution, or winding-up of the Company, whether
voluntary or involuntary (a “Liquidation”), the holders of the
Series A preferred will be entitled to receive out of the assets,
whether capital or surplus, of the Company an amount equal to the
original purchase price of their preferred shares before any
distribution or payment shall be made to the holders of any junior
securities, and if the assets of the Company are insufficient to
pay in full such amounts, then the entire assets to be distributed
to the holders of the Series A preferred stock shall be ratably
distributed among those holders in accordance with the respective
amounts that would be payable on such shares if all amounts payable
thereon were paid in full.
The
description of certain matters relating to our securities and our
articles of incorporation is a summary and is qualified in its
entirety by the provisions of our Certificate of Designation to our
Articles of Incorporation and Bylaws, copies of which have been
filed as exhibits to this Form 10.
Dividends
Dividends,
if any, will be contingent upon our revenues and earnings, if any,
capital requirements and financial conditions. The payment of
dividends, if any, will be within the discretion of our Board of
Directors. We presently intend to retain all earnings, if any, for
use in its business operations and, accordingly, our Board of
Directors does not anticipate declaring any dividends prior to a
business combination.
Trading
of Securities in Secondary Market
The
Company presently has 227,250,000 shares of common stock issued and
outstanding, of which 55,000,000 are “restricted securities”, as
that term is defined under Rule 144 promulgated under the
Securities Act, in that such shares were issued in private
transactions not involving a public offering.
Following
a business combination, a target company will normally wish to list
its common stock for trading in one or more United States stock
exchange markets. We or the target company may elect to apply for
such listing immediately following the business combination or at
some later time.
To
qualify for listing on the Nasdaq SmallCap Market, a company must
have at least (i) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income for two of the last
three years of $750,000; (ii) public float of 1,000,000 shares with
a market value of $5,000,000; (iii) a bid price of $4.00 per share;
(iv) three market makers; (v) 300 shareholders and (vi) an
operating history of one year or, if less than one year,
$50,000,000 in market capitalization. For continued listing on the
Nasdaq SmallCap Market, a company must have at least (i) net
tangible assets of $2,000,000 or market capitalization of
$35,000,000 or net income for two of the last three years of
$500,000; (ii) a public float of 500,000 shares with a market value
of $1,000,000; (iii) a bid price of $1.00; (iv) two market makers;
and (v) 300 shareholders.
Alternatively,
if a United States based target or acquiror company determines to
apply, for example, for the OTC Markets, QB exchange, then the
listing standards would be different than for Nasdaq and include,
but are not limited to: (a) having audited annual financials by a
Public Company Accounting Oversight Board (PCAOB) auditor, (b) meet
minimum bid price test of $0.01 per share, (c) not be in
bankruptcy, (d) have at least fifty beneficial shareholders (as
that term is defined in the Securities and Exchange Act of 1934, as
amended (“Exchange Act”), Rule 13d-3, each owning at least 100
shares, (e) have a freely traded public float of at least 10% of
the total issued and outstanding of that security (or for companies
with a freely traded public float of at least 5% (and $2 million in
market value of public float), (f) have a transfer agent that
participates in the Transfer Agent Verified Share Program (U.S.
companies only), and (g) meet at least one of the SEC Reporting
Standards, such as being in compliance with their SEC reporting
requirements under the Exchange Act.
There
are many different listing standards for other listing and
quotation exchanges both U.S. and non-U.S. for each of U.S. based
and non-U.S. based companies, so the above listing descriptions are
for example purposes only. Other U.S. exchange listing standards
may be found online, including at the respective websites for the
NYSE
(https://www.nyse.com/publicdocs/nyse/listing/NYSE_Initial_Listing_Standards_Summary.pdf),
NASDAQ (https://listingcenter.nasdaq.com/assets/initialguide.pdf)
and the OTC Markets
(https://www.otcmarkets.com/learn/faqs).
As
noted above, if, after a business combination, we do not meet the
qualifications for listing on the Nasdaq SmallCap Market, we may
apply for quotation of our securities on OTC Bulletin Board. In
certain cases, we may elect to have our securities initially quoted
in the OTC Markets “pink sheets” published by the Pink Sheets,
LLC.
Rules
504, 505 and 506 of Regulation D
Rule
504 of Regulation D regarding exemption for limited offerings and
sales of securities not exceeding $1,000,000 is not available to
blank check companies. However, Rules 505 and 506 of Regulation D
are available.
We
have considered the possible need and intend to issue shares and
conduct an equity or debt financing prior to or concurrent with a
business combination or other strategic transaction relying on the
exemption provided under Regulation D of the Securities Act of
1933, as amended, as the need arises to complete a business
combination, to retain a consultant, finder or other professional
to locate and investigate a potential target company or for any
other requirement we deem necessary and in the interest of our
shareholders. We do not intend to conduct a registered offering of
our securities at this time. We are not currently involved in an
offering of any securities, as our primary activity is currently
limited to organizational efforts, sourcing a target for
acquisition or merger or other strategic transaction, and preparing
a registration statement on Form 10 to file with the
SEC.
Transfer
Agent
It is
anticipated that Signature Stock Transfer, Inc., located at 14673
Midway Road, Suite 220, Addison, Texas, will act as transfer agent
for the Company’s common stock. However, the Company may appoint a
different transfer agent or act as its own until a merger candidate
can be identified. Once a transfer agent has been retained, we will
notify our stockholders and will provide all relevant contact and
stock related information, such as its CUSIP number.
Debt
Securities.
None.
Other
Securities to be Registered.
None.
Item
12. Indemnification of
Directors and Officers.
Nevada
Revised Statutes (“NRS”) Section 145 provides us with the power to
indemnify any of our directors, officers, employees and agents. The
person entitled to indemnification must have conducted himself in
good faith, and must reasonably believe that his conduct was in, or
not opposed to, our best interests. In a criminal action, the
director, officer, employee or agent must not have had reasonable
cause to believe that his conduct was unlawful.
Under
NRS section 145, advances for expenses may be made by agreement if
the director or officer affirms in writing that he has met the
standards for indemnification and will personally repay the
expenses if it is determined that such officer or director did not
meet those standards.
Our
bylaws include an indemnification provision under which we have the
power to indemnify our directors, officers, former directors and
officers, employees and other agents (including heirs and personal
representatives) against all costs, charges and expenses actually
and reasonably incurred, including an amount paid to settle an
action or satisfy a judgment to which a director or officer is made
a party by reason of being or having been a director or officer of
the Company. Our bylaws further provide for the advancement of all
expenses incurred in connection with a proceeding upon receipt of
an undertaking by or on behalf of such person to repay such amounts
if it is determined that the party is not entitled to be
indemnified under our bylaws. No advance will be made by the
Company to a party if it is determined that the party acting in bad
faith. These indemnification rights are contractual, and as such
will continue as to a person who has ceased to be a director,
officer, employee or other agent, and will inure to the benefit of
the heirs, executors and administrators of such a
person.
Insofar
as indemnification for liabilities arising under the Securities Act
may be permitted for our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have
been advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable.
Item 13.
Financial
Statements and Supplementary Data.
We
set forth below a list of our audited financial statements included
in this Registration Statement on Form 10*.
| |
(i) |
Balance
Sheet as of June 30, 2020, and June 30, 2021. |
| |
(ii) |
Statement
of Operations for the period June 30, 2019 through June 30, 2020,
and for the period from June 30, 2020 through June 30,
2021. |
| |
(iii) |
Statement
of Changes in Stockholders’ Equity (Deficit) for the period from
period June 30, 2019 through June 30, 2020, and for the period from
June 30, 2020 through June 30, 2021. |
| |
(iv) |
Statement
of Cash Flows for the period from June 30, 2019 through June 30,
2020, and for the period from June 30, 2020 through June 30,
2021. |
| |
(v) |
Notes
to Financial Statements. |
*The
financial statements follow page F-1 to this Registration Statement
on Form 10.
Item
14. Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure.
There
are not and have not been any disagreements between the Company and
its accountants on any matter of accounting principles, practices
or financial statement disclosure.
Item 15.
Financial
Statements and Exhibits.
| (a) |
Financial
Statements. |
Report of Independent Registered
Public Accounting Firm
To
the shareholders and the board of directors of Goff
Corp.
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of Goff
Corp. as of June 30, 2021 and 2020, the related statements of
operations, stockholders’ equity (deficit), and cash flows for the
years then ended, and the related notes (collectively referred to
as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial
position of the Company as of June 30, 2021 and 2020, and the
results of its operations and its cash flows for the years then
ended, in conformity with accounting principles generally accepted
in the United States.
Substantial
Doubt about the Company’s Ability to Continue as a Going
Concern
The
accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note
6 to the financial statements, the Company has suffered recurring
losses from operations and has a significant accumulated deficit.
In addition, the Company continues to experience negative cash
flows from operations. These factors raise substantial doubt about
the Company’s ability to continue as a going concern. Management’s
plans in regard to these matters are also described in Note 6. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audit. We are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) (“PCAOB”) and are required to be
independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting.
As part of our audits we are required to obtain an understanding of
internal control over financial reporting but not for the purpose
of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express
no such opinion.
Our
audit included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audit provides a reasonable basis
for our opinion.
/S/
BF Borgers CPA PC
BF
Borgers CPA PC
We
have served as the Company’s auditor since 2021
Lakewood,
CO
September
28, 2021
GOFF
CORP.
CONSOLIDATED BALANCE
SHEETS
| |
|
June 30, 2021 |
|
|
June 30, 2020 |
|
| ASSETS |
|
|
|
|
|
|
|
|
| CURRENT ASSETS |
|
|
|
|
|
|
|
|
| Cash |
|
$ |
- |
|
|
$ |
- |
|
|
Prepaid expenses and other current assets |
|
|
- |
|
|
|
- |
|
| Total
current assets |
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
| Total
non-current assets |
|
|
- |
|
|
|
- |
|
| TOTAL
ASSETS |
|
$ |
- |
|
|
$ |
- |
|
| |
|
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS’
DEFICIT |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
|
Accounts payable – related party |
|
$ |
89,130 |
|
|
$ |
57,450 |
|
| Note
payable – former officer |
|
|
- |
|
|
|
24,814 |
|
| Total current
liabilities |
|
|
89,130 |
|
|
|
82,264 |
|
| |
|
|
|
|
|
|
|
|
| TOTAL
LIABILITIES |
|
|
89,130 |
|
|
|
82,264 |
|
| |
|
|
|
|
|
|
|
|
| STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
|
|
|
| Series A Preferred
stock, par value $0.001; 10,000,000 shares authorized; 5,000,000
shares issued and outstanding as of June 30, 2021 and 2020,
respectively |
|
|
5,000 |
|
|
|
5,000 |
|
| Common stock, par
value $0.001; 1,875,000,000 shares authorized, 227,250,000 shares
issued and outstanding as of June 30, 2021 and 2020,
respectively |
|
|
227,250 |
|
|
|
227,250 |
|
| Additional paid in
capital |
|
|
- |
|
|
|
- |
|
|
Accumulated deficit |
|
|
(321,380 |
) |
|
|
(314,514 |
) |
| Total
stockholders’ deficit |
|
|
(89,130 |
) |
|
|
(82,264 |
) |
| TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
$ |
- |
|
|
$ |
- |
|
See notes to
consolidated financial statements.
GOFF
CORP.
CONSOLIDATED STATEMENTS OF
OPERATIONS
YEARS
ENDED JUNE 30, 2021 AND 2020
| |
|
2021 |
|
|
2020 |
|
| |
|
|
|
|
|
|
| REVENUES |
|
$ |
- |
|
|
$ |
- |
|
| |
|
|
|
|
|
|
|
|
| COST OF
REVENUES |
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
| GROSS PROFIT |
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
| OPERATING
EXPENSES: |
|
|
|
|
|
|
|
|
| Professional
fees |
|
|
- |
|
|
|
- |
|
|
General and administrative |
|
|
- |
|
|
|
- |
|
| Total
operating expenses |
|
|
- |
|
|
|
- |
|
| LOSS FROM
OPERATIONS BEFORE OTHER EXPENSES |
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
| OTHER INCOME
(EXPENSE): |
|
|
|
|
|
|
|
|
|
Forgiveness of debt – court discharge |
|
|
24,814 |
|
|
|
- |
|
|
Interest expense, judgment |
|
|
(31,680 |
) |
|
|
- |
|
| Total
other income (expense) |
|
|
(6,866 |
) |
|
|
- |
|
| LOSS
FROM OPERATIONS BEFORE BENEFIT (PROVISION) FOR INCOME TAXES |
|
|
- |
|
|
|
- |
|
|
BENEFIT (PROVISION) FOR INCOME TAXES |
|
|
- |
|
|
|
- |
|
| NET
LOSS |
|
$ |
(6,866 |
) |
|
$ |
- |
|
| |
|
|
|
|
|
|
|
|
| NET LOSS PER SHARE |
|
|
|
|
|
|
|
|
| Basic and diluted |
|
$ |
(0.00003 |
) |
|
$ |
- |
|
| |
|
|
|
|
|
|
|
|
| SHARES USED IN CALCULATION OF NET LOSS PER SHARE |
|
|
|
|
|
|
|
|
| Basic and diluted |
|
|
227,250,000 |
|
|
|
227,250,000 |
|
See
notes to consolidated financial statements.
GOFF
CORP.
CONSOLIDATED STATEMENTS OF CASH
FLOWS
YEARS
ENDED JUNE 30, 2021 AND 2020
| |
|
2021 |
|
|
2020 |
|
| |
|
|
|
|
|
|
| Cash flows from operating
activities: |
|
|
|
|
|
|
|
|
| Net
loss |
|
$ |
(6,866 |
) |
|
$ |
- |
|
| Adjustments to
reconcile net loss to net cash provided by (used in) operating
activities: |
|
|
|
|
|
|
|
|
| Forgiveness of
debt – court discharge |
|
|
(24,814 |
) |
|
|
- |
|
| Changes in assets
and liabilities |
|
|
|
|
|
|
|
|
| Prepaid
expenses |
|
|
- |
|
|
|
- |
|
|
Accounts payable and accrued expenses – related party |
|
|
31,680 |
|
|
|
- |
|
| Net cash provided
by (used in) operating activities |
|
|
- |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
| Cash flows from financing
activities: |
|
|
|
|
|
|
|
|
| Proceeds from exercise of
warrants |
|
|
- |
|
|
|
- |
|
| Proceeds from
issuance of common stock |
|
|
- |
|
|
|
- |
|
|
Proceeds from notes payable |
|
|
- |
|
|
|
- |
|
| Net
cash provided by financing activities |
|
|
- |
|
|
|
- |
|
| NET INCREASE
(DECREASE) IN CASH |
|
|
- |
|
|
|
- |
|
| Cash -
beginning of year |
|
|
- |
|
|
|
- |
|
| Cash - end of
year |
|
$ |
- |
|
|
$ |
- |
|
| |
|
|
|
|
|
|
|
|
| SUPPLEMENTAL DISCLOSURES: |
|
|
|
|
|
|
|
|
| Cash paid for
interest |
|
$ |
- |
|
|
$ |
- |
|
| Cash paid for
income taxes |
|
$ |
- |
|
|
$ |
- |
|
See
notes to consolidated financial statements.
GOFF
CORP.
CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS’ DEFICIT
YEARS
ENDED JUNE 30, 2021 AND 2020
| |
|
Preferred |
|
|
Common |
|
|
Additional |
|
|
|
|
|
|
|
| |
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Paid-In Capital |
|
|
Accumulated Deficit |
|
|
Total |
|
| Balances at June 30, 2019 |
|
|
5,000,000 |
|
|
$ |
5,000 |
|
|
|
227,250,000 |
|
|
$ |
227,225 |
|
|
$ |
- |
|
|
$ |
(314,514 |
) |
|
$ |
(82,264 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss for the year |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
(-)
|
|
|
|
(-
) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balances at June 30, 2020 |
|
|
5,000,000 |
|
|
$ |
5,000 |
|
|
|
227,250,000 |
|
|
$ |
227,250 |
|
|
$ |
- |
|
|
$ |
(314,514 |
) |
|
$ |
(82,264 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net loss for the year |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(6,866 |
) |
|
|
(6,866 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Balances at June 30, 2021 |
|
|
5,000,000 |
|
|
$ |
5,000 |
|
|
|
227,250,000 |
|
|
$ |
227,250 |
|
|
$ |
- |
|
|
$ |
(321,380 |
) |
|
$ |
(89,130 |
) |
See
notes to consolidated financial statements.
GOFF
CORP.
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
JUNE
30, 2021 AND 2020
NOTE
1- NATURE OF OPERATIONS
Nature
of Operations
GOFF
CORP (the “Company”) was incorporated in the State of Nevada in
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.
On
June 9, 2021, custodianship of the Company was awarded to George
Sharp. All liabilities other than George Sharp’s judgement have
been canceled by the Superior Court of California, County of San
Diego.
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.
There are no stock options or warrants granted during the years
ended June 30, 2021 and 2020 and none outstanding as of June 30,
2021 and 2020.
The
preferred shares convert to common at a ratio of 1 share of
preferred stock converts to 30 shares of common stock.
NOTE
4 – ACCOUNTS PAYABLE
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.
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.
NOTE
7 – SUBSEQUENT
EVENTS
On
August 29, 2021, in recognition of the $50,000 cash invested and
$50,000 in consulting fees accrued by George Sharp for professional
and regulatory fees accrued (since July 1, 2021), the Board issued
300,000 shares of the authorized “blank check” preferred stock to
George Sharp with 10,000 votes for each share of prefer.
(b) Exhibits.
*
Incorporated by reference to the registrant’s Form. S-1 filed with
the Securities and Exchange Commission on July 9, 2010.
SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly
authorized.
| Date:
September 27, 2021 |
Goff
Corp. |
|
|
|
|
|
|
By: |
/s/
George Sharp |
| |
|
George
Sharp |
| |
|
President
and Director |
| |
|
Principal
Executive Officer |
| |
|
Principal
Financial Officer |
Goff (PK) (USOTC:GOFF)
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