Item
1. Consolidated Financial Statements
WORLDWIDE
NFT, INC.
(FORMERLY
GOFF CORP.)
CONSOLIDATED
BALANCE SHEETS
See
notes to consolidated financial statements.
WORLDWIDE
NFT, INC.
(FORMERLY
GOFF CORP.)
CONSOLIDATED
STATEMENTS OF OPERATIONS (UNAUDITED)
THREE
MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
See
notes to consolidated financial statements.
WORLDWIDE
NFT, INC.
(FORMERLY
GOFF CORP.)
CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE
MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
See
notes to consolidated financial statements.
WORLDWIDE
NFT, INC.
(FORMERLY
GOFF CORP.)
CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT (UNAUDITED)
THREE
MONTHS ENDED SEPTEMBER 30, 2022 AND 2021
See
notes to consolidated financial statements.
WORLDWIDE
NFT, INC.
(FORMERLY
GOFF CORP.)
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER
30, 2022 AND 2021
NOTE
1- NATURE OF OPERATIONS
Nature
of Operations
Goff
Corp. (the “Company”) was incorporated in the State of Nevada on July 12, 2010. The Company was an exploration stage mining
company, that engaged in exploration and mining of mineral properties. They focused on gold and silver production. Since 2013, the Company
has been dormant and in June 2021, a new custodian took over and will focus his efforts on developing a strategy for this company moving
forward, including identifying suitable targets for acquisition.
The
Company had a subsidiary Golden Glory Resources, Inc. This entity was in the business of the aforementioned gold and silver production
efforts. There had been no operations in this entity since 2013 until June 9, 2021 when custodianship was awarded to George Sharp.
On
June 9, 2021, custodianship of the Company was awarded to George Sharp. By Order dated June 14, 2021, all liabilities other than George
Sharp’s judgement have been discharged by the Nevada District Court, Clark County.
On
January 19, 2022, the Company registered with the Secretary of State in Nevada to change their name to Worldwide NFT Inc. 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.
NOTE
2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
These
consolidated financial statements are presented as unaudited and in United States dollars and have been prepared in accordance with generally
accepted accounting principles in the United States of America. The Company believes that these consolidated financial statements present
fairly, in all material respects, the financial position of the Company and the results of its operations and cash flows for the periods
presented.
The
consolidated financial statements include the accounts of the Company as well as their wholly owned subsidiary, Golden Glory Resources,
Inc. All inter-company transactions have been eliminated in consolidation.
The
Company has a fiscal June 30 year end.
NOTE
3-STOCKHOLDERS’ DEFICIT
There
have been no common or preferred stock transactions since 2013 until August 29, 2021 when the Company issued 300,000 shares of the authorized
“blank check” preferred stock to George Sharp with 30,000 common votes for each share of preferred stock.
On
October 22, 2021, the Company issued 3,000,000 common shares and 4,700,000 Series A Preferred shares to the CEO for services valued at
$19,880,000.
In
February 2022, the Company had cancelled for no consideration 150,000,000 shares of common stock and 5,000,000 of preferred stock through
a court order.
All
of the stock-based compensation was measured pursuant to ASC 718-10-50 at the fair value of the shares at the share price on the date
of issuance.
The
preferred shares convert to common at a ratio of 1 share of preferred stock converts to 90 shares of common stock.
There
are no stock options or warrants granted during the periods ended September 30, 2022 and 2021 and none outstanding as September 30, 2022
and 2021.
As
of September 30, 2022, 5,000,000 shares of Series A Preferred Stock that are authorized have been issued and 534,750,000 shares of common
stock are issued and outstanding.
NOTE
4 – ACCOUNTS PAYABLE - OFFICER
The
Company had a judgment filed against them on July 23, 2012 by George Sharp in the amount of $57,450. This complaint was filed in Superior
Court of California, County of San Diego on December 22, 2015. The judgment amount added accrued interest of $28,049 on January 5, 2021
increasing the total liability to $85,499 and then the final judgement on June 9, 2021 was increased again by $3,631 to a final figure
of $89,130. All other liabilities were canceled by the court.
The
Company has incurred additional expenses up through the period ended September 30, 2022 that either have been paid by George Sharp or
will be paid by George Sharp. Those advances are included in this account and are non-interest bearing.
NOTE
5 – 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
6 – LEGAL PROCEEDINGS
The
Company received a notice of appeal to the Nevada Supreme Court filed May 17, 2022 by Warwick Calasse. Mr. Calasse is appealing the decision
by the District Court of the State of Nevada in and for Clark County (In the Matter of GOFF Corp., Case No. A-20-815182-B) by an Order
dated February 22, 2022 to have the 50,000,000 shares of the Company’s common stock and 5,000,000 shares of its preferred stock
issued to Mr. Calasse canceled on the grounds that there was no value provided by Mr. Calasse to justify their issuance to him. The Company
does not expect any decision until November 2022 at the earliest.
The
Company filed an Amended Complaint against Warwick Calasse in the in the District Court for Clark County, Nevada (Case No.: A-22-858709-B)
on September 29, 2022 seeking compensatory and punitive damages on behalf of the Company against Mr. Calasse and alleging that he breached
the Consulting Agreement he claims to have entered with the Company and that he breached the fiduciary duties he owed to the Company.
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations
Corporate 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.
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.
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 Three Months Ended September 30, 2022 and 2021
In
the three months ended September 30, 2022 and 2021, we incurred professional fees of $36,408 and $130,474, respectively. In 2021 $50,300
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.
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 September 30, 2022, we had an accumulated deficit of $20,880,620 and a working capital deficit of $213,570. 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 three months ended September 30, 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.
Cash
Flows from Investing Activities:
We
had no investing activities for the three months ended September 30, 2022 and 2021.
Cash
Flows from Financing Activities:
For
the three months ended September 30, 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 three months ended September 30, 2022.
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.
Item
4. Controls and Procedures Limitations on Effectiveness of Controls and Procedures
The
term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, refers to
controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s
rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated
to the company’s management, including its principal executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required disclosure.
In
designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how
well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design
of disclosure controls and procedures must reflect the fact there are resource constraints and management is required to apply judgment
in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation
of Disclosure Controls and Procedures
Our
management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated, as of the end of the
period covered by this Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act). Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded our disclosure
controls and procedures were not effective at the reasonable assurance level as of March 31, 2022.
Changes
in Internal Control Over Financial Reporting
No
change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) has occurred
during the three and nine months ended March 31, 2022 that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.