Corporate Information
We were incorporated on July 12, 2010 under the laws of the State of Nevada
under the name Goff Corp. 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.
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 had 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 30,000 common votes for each share of
preferred stock.
On January 19, 2022, the Company registered with the Secretary of State in
Nevada to change their name to Worldwide NFT Inc. FINRA approved the name
change, and a forward 3 for 1 stock split of the common shares on June 29, 2022.
All common shares have been restated retroactively in accordance with SAB Topic
4C.
The preferred shares convert to common at a ratio of 1 share of preferred stock
converting to 90 shares of common stock.
On November 23, 2021, our Form 10 became effective, and the Company became a
reporting company.
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.
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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, 2022 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, 2022 and 2021
In the six months ended December 31, 2022 and 2021, we incurred professional
fees of $69,539 and $20,014,352, respectively. In 2021 $19,930,300 of the
professional fees were the result of shares issued to our CEO, which is a
non-cash expense. These costs 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.
For the Three Months Ended December 31, 2022 and 2021
In the three months ended December 31, 2022 and 2021, we incurred professional
fees of $33,131 and $19,890,000, respectively. In 2021 $19,890,000 of the
professional fees were the result of shares issued to our CEO, which is a
non-cash expense. These costs 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.
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, 2022, we had an accumulated deficit of $20,913,751 and a
working capital deficit of $246,701. Our independent registered public
accounting firm has provided a going concern opinion on our most recent audited
financial statements as of June 30, 2022.
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, 2022 and 2021 in the amount of
$0 and $(50,000), respectively. It is anticipated that we will continue to
report negative operating cash flow in future periods. In 2021, the net loss was
offset by the non-cash charge for the shares issued to our CEO.
Cash Flows from Investing Activities:
We had no investing activities for the six months ended December 31, 2022 and
2021.
Cash Flows from Financing Activities:
For the six months ended December 31, 2021, the only cash flows from financing
activities related to the proceeds from the CEO related to the purchase of
preferred shares. There were no financing activities in the six months ended
December 31, 2022.
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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.
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