Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The
following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial
statements and the notes to those financial statements appearing elsewhere in this Report.
Certain
statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks
and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c)
anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They
are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,”
“estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,”
“expects,” “management believes,” “we believe,” “we intend,” or the negative of these
words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance
that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking
statements.
The
forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities
laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which
the statements are made or to reflect the occurrence of unanticipated events.
The
“Company,” “we,” “us,” or “our,” are references to the business of Goff Corp., a Nevada
corporation.
Corporation
Information
We
were incorporated on July 12, 2010 under the laws of the State of Nevada. We were never able to raise sufficient capital to engage in
the business of providing web-based services to connect employers in and individuals seeking employment in the UK and Ireland. On February
26, 2013 our two founding officers and directors resigned and were replaced by Warwick Calasse who assumed the title of President, CEO,
CFO, Secretary, Treasurer and sole member of our Board of Directors. We disclosed that on January 1, 2013 that we had entered into an
Assignment Agreement with dated January 21, 2013 between Golden Glory Panama, as assignee, and Sertesaz Ltd. and C&ENER SA, the Colombian
owners that owned 60% and 40% of the concession in return for shares of our common stock and cash payments through March 7, 2016 of over
$3,000.000 comprised of payments for the option to purchase 100% of the mining concessions and mining development expenditures.
Our
last financial report was a Form 10-Q filed February 20, 2013 for the quarter ended December 31, 2012.
On
June 29, 2016, we filed a Form 15 with the Securities Exchange Commission (the “SEC”) to voluntarily effect the deregistration
of our common stock. We were eligible to deregister by filing a Form 15 because we had fewer than 300 holders of record of our common
stock. Upon the filing of a Form 15, our obligation to file certain reports with the SEC, including Forms 10-K, 10-Q and 8-K, were immediately
suspended.
On
May 26, 2021, George Sharp was appointed as our Custodian by Order Granting Motion to (1) Intervene, (2) Remove Custodian, (3) Appoint
George Sharp as Custodian, and (4) for Temporary Restraining Order and Preliminary Injunction on Order Shortening Time, Case No A-20-815182-B,
Dept. No. XVI issued by the District Court of the State of Nevada in and for Clark County (the “Court Order”). Under his
authority as Custodian, George Sharp appointed himself as the sole member of the Board and President, Secretary and Treasurer of the
Company by resolutions of the registrant’s Board of Directors on May 26, 2021.
There
have been no common or preferred stock transactions since 2013 until August 29, 2021 when the Company issued 300,000 shares of the authorized
“blank check” preferred stock to George Sharp with 10,000 common votes for each share of preferred stock.
On
October 22, 2021, the Company issued 1,000,000 common shares and 4,700,000 Series A Preferred shares to the CEO for services valued at
$19,880,000.
The
preferred shares convert to common at a ratio of 1 share of preferred stock converting to 30 shares of common stock.
All
shares were measured pursuant to ASC 718-10-50 using the value of the share price on the date of issuance.
On
November 23, 2021, our Form 10 became effective, and the Company became a reporting company.
.
On
January 19, 2022, the Company registered with the Secretary of State in Nevada to change their name to Worldwide NFT Inc.
The
Company is in process of identifying potential acquisition targets. There have been no definitive agreements executed as of the date
of this report.
Our
principal executive offices are located at 3535 Executive Terminal Drive, Henderson, NV 89052, and our telephone number is (702)-840-4433.
The
Company’s accounting year end is June 30.
Our
principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination
with a business rather than immediate, short-term earnings. We will not restrict its potential candidate target companies to any specific
business, industry or geographical location and, thus, may acquire any type of business or be acquired should such a reasonable opportunity
arise.
Critical
Accounting Policies
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts in the accompanying consolidated financial statements and related
notes. These estimates and assumptions have a significant impact on our financial statements. Actual results could differ materially
from those estimates.
Critical
accounting policies are those that require the most subjective and complex judgments, often employing the use of estimates about the
effect of matters that are inherently uncertain. Our significant accounting policies are disclosed in Note 1 to the Financial Statements
included in this Quarterly Report on Form 10-Q. However, we do not believe that there are any alternative methods of accounting for our
operations that would have a material effect on our financial statements.
CORONAVIRUS
AID, RELIEF AND ECONOMIC SECURITY ACT
The
COVID-19 pandemic has not had a material impact on the Company, particularly due to our lack of operations. The pandemic may, however,
have an impact on our ability to develop business. For example, our efforts will be threatened by government shutdowns, supply and labor
issues and resulting economic downturns which the pandemic has historically caused. While vaccinations
beginning in 2021 allowed for the partial reopening of the economy, the recent “Omicron” variant of the virus, as well as
reduced efficacy of vaccines over time and the possibility that a large number of people decline to get vaccinated or receive booster
shots, creates inherent uncertainty as to the future of our business, the industries in which we operate and plan to operate and the
economy in general in light of the pandemic.
Off
Balance Sheet Arrangements
As
of the date of this Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or
future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.
Going
Concern
The
independent registered public accounting firm auditors’ report accompanying our June 30, 2021 financial statements contained an
explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been
prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.
Results
of Operations
We
expect that our operating revenues, cost of revenues and operating expenses will greatly increase in the next fiscal year when we identify
a potential acquisition target. Currently we only have nominal operating expenses to run the company and report to the Securities and
Exchange Commission. We have identified ourselves as a shell company until such time a suitable business can be acquired, and we sustain
operations.
For
the Six Months Ended December 31, 2021 and 2020
In
the six months ended December 31, 2021, we incurred professional fees of $20,014,352, of which $19,930,300 was the result of the valuation
of the preferred and common shares issued to the CEO in August and October 2021.This is a non-cash expense. The remaining operating expenses
for the six months ended December 31, 2021 were $90,174 which mostly relate to the filing of the required Securities and Exchange reports
as well as costs to bring current the Company with required state regulatory filings.
We
had no operating expenses for the comparative period in 2020.
For
the Three Months Ended December 31, 2021 and 2020
In
the three months ended December 31, 2021, we incurred professional fees of $19,890,000, of which $19,880,000 was the result of the valuation
of the preferred and common shares issued to the CEO in October 2021.This is a non-cash expense. The remaining operating expenses for
the three months ended December 31, 2021 were $10,000 which mostly relate to the filing of the required Securities and Exchange reports
as well as costs to bring current the Company with required state regulatory filings.
We
had no operating expenses for the comparative period in 2020.
Liquidity
and Capital Resources
The
Company in May 2021 was recently revived by the State of Nevada. The Company had no operations for a period of five years prior to that
when they filed a Form 15.
On
May 26, 2021, George Sharp was appointed as our Custodian by Order Granting Motion to (1) Intervene, (2) Remove Custodian, (3) Appoint
George Sharp as Custodian, and (4) for Temporary Restraining Order and Preliminary Injunction on Order Shortening Time, Case No A-20-815182-B,
Dept. No. XVI issued by the District Court of the State of Nevada in and for Clark County (the “Court Order”). Under his
authority as Custodian, George Sharp appointed himself as the sole member of the Board and President, Secretary and Treasurer of the
Company by resolutions of the registrant’s Board of Directors on May 26, 2021.
Since
May 26, 2021, the Company has completed Securities and Exchange Commission filings to become a fully reporting company. They have brought
current state regulatory filings to be compliant in the State of Nevada. The Company has commenced the process to identify suitable acquisition
targets. The current operating expenses incurred have been to get to this point. Future operating expenses will be largely funded by
George Sharp until such time as the Company can raise the necessary funding to acquire a business and provide necessary working capital
to pay for the operating expenses of the Company.
As
of December 31, 2021, we had an accumulated deficit of $20,341,854 and a working capital deficit of $129,304. Our independent registered
public accounting firm has provided a going concern opinion on our most recent audited financial statements as of June 30, 2021.
In
the future, we will need to consummate one or more capital raising transactions, including potential debt or equity issuances, and/or
generate material revenue from an acquired business or businesses to fund our operations. We may also issue shares of common stock, stock
options or other securities to compensate our employees or independent contractors.
Net
Cash used by Operating Activities:
We
reported negative cash flow from operations related to our continuing operations for the six months ended December 31, 2021 and 2020
in the amount of $(50,000) and $0, respectively. It is anticipated that we will continue to report negative operating cash flow in future
periods. The net loss of $(20,020,474) was mostly offset by the non-cash charge of $19,930,300 for the issuance of preferred and common
shares in August and October 2021.
Cash
Flows from Investing Activities:
We
had no investing activities for the six months ended December 31, 2021 and 2020.
Cash
Flows from Financing Activities:
For
the six months ended December 31, 2021 and 2020, the only cash flows from financing activities related to the the proceeds from the CEO
related to the purchase of preferred shares. There were no financing activities in the six months ended December 31, 2020.
Based
upon our current operations, we will need additional working capital to fund our operations over the next 12 months. Further, if we are
able to close a reverse merger, asset purchase or similar transaction to acquire an operating business, it is likely we will need additional
capital, including potentially as a condition of closing the acquisition. Because of the inherent uncertainties of the Company at this
stage, we cannot be certain as to how much capital we need, if and how we can raise capital or the type or quantity of securities we
will be required to issue to do so. In connection with a business combination, we may issue a significant number our shares of our common
stock or securities convertible or exercisable into our common stock to the target’s shareholders which will be dilutive to our
shareholders.
We
anticipate that we will incur operating losses during the next 12 months. Our ability to develop and implement our business plan will
be subject to a number of risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such
risks for us include, but are not limited to, an evolving and unpredictable business model; recognition of revenue sources; and the management
of growth.