HORWITZ, CRON & ARMSTRONG, LLP
Attorneys at Law
26475 Rancho Parkway South
Lake Forest, California 92630
Telephone (949) 540-6540
Facsimile (949) 540-6578
September 28, 2011
Barbara C. Jacobs
Assistant Director
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
Washington, D.C. 20549
Re: Goff Corp.
Registration Statement on Form S-1
Filed August 26, 2011
File No. 333-176509
Dear Ms. Jacobs:
Thank you for your September 23, 2011 comment correspondence to the above
referenced Registration Statement on Form S-1 for Goff Corporation (the
"Company"). The following is in response to you September 23, 2011
correspondence. Underlined verbiage below constitutes your comments and our
client's response is in regular type. We have simultaneously filed Amendment No.
1 to the Company's Registration Statement.
GENERAL
1. PLEASE REVISE YOUR DOCUMENT SO THAT IT INCLUDES THE REQUIRED DISCLOSURE OF
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION. IN THIS REGARD, WE NOTE THAT YOU HAVE NOT INCLUDED A LIQUIDITY
AND CAPITAL RESOURCES DISCUSSION IN YOUR DOCUMENT. SEE ITEM 303 OF
REGULATION S-K. YOU SHOULD INDICATE WHETHER YOUR EXISTING CAPITAL WILL
ALLOW YOU TO CONTINUE YOUR OPERATIONS OVER THE NEXT 12 MONTHS. IN THIS
REGARD, WE NOTE THAT YOU INTEND TO FINANCE OPERATING COSTS OVER THE NEXT
TWELVE MONTHS WITH EXISTING CASH ON HAND AND LOANS FROM DIRECTORS OR
PRIVATE PLACEMENTS OF COMMON STOCK.
The Registration Statement now includes information regarding the Company's
ability to continue operations over the next 12 months.
2. WE NOTE THAT WHILE YOU REPORT IN YOUR FILING YOUR DATE OF INCEPTION TO BE
JULY 12, 2010, YOU STATE ON YOUR COMPANY'S WEBSITE THAT YOUR COMPANY WAS
INCORPORATED ON SEPTEMBER 16, 2009. PLEASE ADVISE OR REVISE YOUR DOCUMENT
TO CORRECT FOR THIS INCONSISTENCY.
Our website has been revised to reflect the corrected date of incorporation
as July 12, 2010.
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3. IN ADDITION, WE NOTE THE REFERENCE TO "WEB ROLLER DOOR CO." ON YOUR WEBSITE
AT HTTP://GOFF-CORP.COM/ABOUT-US.HTML AND ALMAH INC. THESE ENTITIES,
HOWEVER, DO NOT APPEAR TO BE MENTIONED IN YOUR DOCUMENT. PLEASE ADVISE AS
TO THE RELATIONSHIP BETWEEN THESE ENTITIES AND YOUR COMPANY, IF ANY, AND
PROVIDE ANY APPLICABLE DISCLOSURE REGARDING ANY RELATIONSHIP THROUGH YOUR
DOCUMENT AS NECESSARY.
Web Roller Door Co. and Almah Inc. are no longer referenced on the website.
RISK FACTORS, PAGE 5
GENERAL
4. PLEASE REVISE YOUR DOCUMENT SO THAT YOU AVOID MITIGATING LANGUAGE IN RISK
FACTOR DISCUSSIONS, SUCH AS CLAUSES THAT BEGIN WITH "WHILE," "ALTHOUGH" OR
"HOWEVER." IN THIS REGARD, WE NOTE BY WAY OF EXAMPLE THE DISCLOSURE UNDER
THE SUBCAPTION "BECAUSE WE HAVE ONLY TWO OFFICERS AND DIRECTORS WHO HAVE NO
FORMAL TRAINING..." ON PAGE 6 WHERE YOU STATE "HOWEVER, BECAUSE OF THE
SMALL SIZE OF OUR EXPECTED OPERATIONS..."
We have removed mitigating language in all risk factor discussions,
including, but not limited to, the example set forth in the comment.
5. IT APPEARS YOU DO NOT INTEND TO REGISTER A CLASS OF SECURITIES UNDER
SECTION 12 OF THE SECURITIES EXCHANGE ACT. AS SUCH, PLEASE INCLUDE A RISK
FACTOR THAT INFORMS POTENTIAL INVESTORS THAT YOU WILL NOT BE A FULLY
REPORTING COMPANY AND WILL ONLY COMPLY WITH THE LIMITED REPORTING
REQUIREMENTS IMPOSED ON SECTION 15(D) REGISTRANTS. BRIEFLY EXPLAIN HOW
THOSE REPORTS VARY FROM THE REPORTING OBLIGATIONS IMPOSED ON FULLY
REPORTING ISSUERS. IN THIS REGARD, WE REFER TO YOUR DISCLOSURE UNDER THE
CAPTION "WHERE YOU CAN FIND MORE INFORMATION" WHERE YOU STATE UPON YOUR
COMMON STOCK BECOMING REGISTERED UNDER THE EXCHANGE ACT YOU WILL BE
REQUIRED TO FILE ANNUAL, QUARTERLY AND CURRENT REPORTS, PROXY STATEMENTS
AND OTHER INFORMATION WITH THE SEC.
We have included a new risk factor regarding limited reporting requirements
that reads:
WE DO NOT INTEND TO REGISTER A CLASS OF SECURITIES UNDER SECTION 12 OF THE
EXCHANGE ACT, AND AS SUCH, WE WILL ONLY BE SUBJECT TO LIMITED REPORTING
REQUIREMENTS PURSUANT TO SECTION 15(D) OF THE EXCHANGE ACT.
We do not intend to register a class of securities under Section 12 of the
Exchange Act. Therefore, we will only be subject to limited reporting
requirements imposed by Section 15(d) of the Exchange Act. Specifically, as
a smaller reporting company, we are required to include less information in
our quarterly and annual reports than a fully reporting company. Investors
will have access to less information about the Company and therefore bear a
larger risk than if we were a fully reporting company.
6. IT APPEARS REASONABLY LIKELY THAT YOU WILL HAVE LESS THAN THREE HUNDRED
RECORD SHAREHOLDERS AT YOUR NEXT FISCAL YEAR END AND AT THE CONCLUSION OF
THE OFFERING. AS SUCH IT APPEARS THAT THERE IS A SIGNIFICANT RISK THAT YOUR
REPORTING OBLIGATIONS UNDER SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
WILL BE SUSPENDED UNDER THAT STATUTORY SECTION AND THAT YOU WILL NOT BE
REQUIRED TO PROVIDE PERIODIC REPORTS FOLLOWING THE FORM 10-K THAT WILL BE
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REQUIRED FOR THE FISCAL YEAR IN WHICH YOUR REGISTRATION STATEMENT BECOMES
EFFECTIVE. TELL US WHAT CONSIDERATION YOU HAVE GIVEN TO PROVIDING A RISK
FACTOR THAT ADDRESSES THESE CIRCUMSTANCES AND THE RESULTING RISKS TO
POTENTIAL INVESTORS.
We have included a new risk factor regarding the potential that our
reporting obligations will be suspended. It reads:
IF, AT OUR NEXT FISCAL YEAR END AND AT THE CONCLUSION OF THIS OFFERING, WE
HAVE LESS THAN 300 RECORD SHAREHOLDERS, OUR REPORTING OBLIGATIONS UNDER
SECTION 15(D) OF THE EXCHANGE ACT WILL BE SUSPENDED.
There is a significant risk that we will have less than 300 record
shareholders at our next fiscal year end and at the conclusion of this
offering. If we have less than 300 record shareholders, our reporting
obligations under Section 15(d) of the Exchange Act will be suspended, and
we would no longer be obligated to provide periodic reports following the
Form 10-K for our fiscal year end. If we were to cease reporting, you will
not have access to updated information regarding the Company's business,
financial condition and results of operation.
INTERESTS OF NAMES EXPERTS AND COUNSEL, PAGE 14
7. WE NOTE YOU STATE IN THIS SECTION THAT THE FINANCIAL STATEMENTS INCLUDED IN
THE PROSPECTUS HAVE BEEN AUDITED BY CHANG G. PARK, CPA. HOWEVER, THE AUDIT
REPORT ON PAGE F-1 AND AUDITOR CONSENT INDICATE THAT YOUR FINANCIAL
STATEMENTS HAVE BEEN AUDITED BY SADLER, GIBB & ASSOCIATES, LLC. PLEASE
REVISE ACCORDINGLY.
We have revised the sentence regarding the auditing of financial statements
to reflect that they have been audited by Sadler, Gibb & Associates, LLC.
DESCRIPTION OF BUSINESS, PAGE 14
8. WE NOTE THAT YOU HAVE BEGUN DEVELOPMENT OF YOUR WEBSITE AS OF THE DATE OF
YOUR INITIAL FILING. PLEASE UPDATE YOUR BUSINESS DESCRIPTION TO DISCLOSE
THE STATUS OF THE DEVELOPMENT OF YOUR WEBSITE AS OF THE DATE OF YOUR
AMENDED FILING.
We have amended the Description of Business section to reflect that the
website has company contact information and a brief description of the
Company.
9. WE NOTE THAT YOU FILED A SUPPLY AGREEMENT AS EXHIBIT 10.1 TO THIS
REGISTRATION STATEMENT. PLEASE BRIEFLY EXPLAIN THE SIGNIFICANCE OF THIS
AGREEMENT IN THIS SECTION OF YOUR DOCUMENT.
We have included information in the Marketing subsection of the Description
of Business section to briefly describe the supply agreement.
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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
BIOGRAPHICAL INFORMATION, PAGE 20
10. PLEASE REVISE YOUR DOCUMENT TO EXPAND THE DISCLOSURE REGARDING THE PAST
FIVE YEARS OF MR. CORKERY'S EMPLOYMENT HISTORY. FOR EXAMPLE, YOU SHOULD
IDENTIFY MR. CORKERY'S EMPLOYERS DURING THIS PERIOD AND DESCRIBE IN GREATER
DETAIL HIS JOB RESPONSIBILITIES WITH EACH OF THESE EMPLOYERS. SEE ITEM 401
OF REGULATION S-K.
We have included additional information regarding Mr. Corkery's employment
history for the past five years. Specifically, his biographical information
now reads:
Since April 1, 2011, Patrick Corkery has been a member of our board of
directors. Mr. Corkery attended the College of Cork where he obtained a
Bachelor's of Arts Degree in history and politics in 2007. Since finishing
his education Mr. Corkery worked as the UCC Marketing and Communications
Coordinator from October 2007-January 2008. From February 2008-December
2009 Mr Corkery worked with MCM Security "MCM". While with MCM Mr. Corkery
was responsible for security at the St. Michal's Hospital in Cork City.
Currently, Patrick Corkery is employed as a Parliamentary Assistant where
he is responsible for press release drafting, liaising with government
departments and working with constituent issues. Patrick has not been a
member of the board of directors of any corporations during the last five
years. He intends to devote approximately 30% of his business time to our
affairs.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, PAGE 22
11. WE NOTE THAT THE DISCLOSURE YOU HAVE PROVIDED IN THIS SECTION IS AS OF
OCTOBER 31, 2010. PLEASE REVISE THIS SECTION TO PROVIDE THE DISCLOSURE
REQUIRED BY ITEM 403 OF REGULATION S-K AS OFA MORE RECENT PRACTICABLE DATE.
We have revised this disclosure to reflect security ownership of certain
beneficial owners and management as of June 30, 2011.
CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE, PAGE 23
12. PLEASE DESCRIBE FOR US IN GREATER DETAIL THE TIMELINE REGARDING THE SHARE
PURCHASES BY MR. O'FLYNN AND MR. CORKERY. IN THIS REGARD, WE NOTE THAT
WHILE YOU REPORT THAT MR. O'FLYNN HAS BEEN YOUR CHIEF EXECUTIVE OFFICER AND
DIRECTOR SINCE JULY 12, 2010 (YOUR DATE ON INCEPTION), HE DID NOT PURCHASE
HIS 4 MILLION SHARES UNTIL DECEMBER 8, 2010. PLEASE DESCRIBE FOR US IN
GREATER DETAIL THE TRANSACTIONS BY WHICH MR. O'FLYNN AND MR. CORKERY CAME
TO ACQUIRE THEIR SHARES. YOU SHOULD IDENTIFY THE SELLERS OF SUCH SHARES, IF
ANY, AND ALL RELATIONSHIPS SUCH SELLERS HAD WITH YOUR COMPANY AT THE TIME
OF THE SALE OF THE SHARES TO MR. O'FLYNN AND MR. CORKERY.
We have revised this section to read as follows:
Gary O'Flynn purchased 4,000,000 shares of Goff Corp. at a price of $0.001
per share on December 8, 2010. These shares were purchased as an equity
offering from the Company. Patrick Corkery purchased 350,000 shares of Goff
Corp. at a price of $0.003 per share on December 14, 2010. These original
issuance shares were purchased as an equity offering from the Company.
Sincerely,
HORWITZ, CRON & ARMSTRONG, LLP
/s/ Horwitz, Cron & Armstrong, LLP
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