U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Mark One
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2012
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________ to _________
Commission File No. 333-176509
GOFF CORP
(Name of registrant in its charter)
Nevada 27-3129919
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
9 NOF Commercial Centre Industrial Park,
Old Mallow Rd, Cork City, Ireland
087-154-7690
(Address of principal executive offices)
Indicate by checkmark whether the issuer: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-1 (232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files) Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filed, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the
Preceding Five Years. N/A
Indicate by checkmark whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act
of 1934 after the distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
Applicable Only to Corporate Registrants
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the most practicable date:
Class Outstanding as of September 30, 2012
----- ------------------------------------
Common Stock, $0.001 11,440,000
GOFF CORP
FORM 10-Q
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements 3
Condensed Balance Sheets (unaudited) 3
Condensed Statements of Operations (unaudited) 4
Condensed Statements of Cash Flows (unaudited) 5
Notes to unaudited Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk 10
Item 4. Controls and Procedures 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 11
Item 3. Defaults Upon Senior Securities 12
Item 4. Mine Safety Disclosures 12
Item 5. Other Information 12
Item 6. Exhibits 12
2
GOFF CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
September 30, June 30,
2012 2012
-------- --------
(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 147 $ 1,565
-------- --------
TOTAL ASSETS $ 147 $ 1,565
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
CURRENT LIABILITIES
Accounts Payable $ 1,523 $ 2,483
Accrued expenses 700 --
Note payable - related party 6,825 3,825
-------- --------
TOTAL LIABILITIES 9,048 6,308
-------- --------
STOCKHOLDERS' DEFICIT
Common stock, par $0.001, 75,000,000 shares authorized,
11,440,000 shares issued and outstanding 11,440 11,440
Paid in capital 16,910 16,910
Deficit accumulated during the development stage (37,251) (33,093)
-------- --------
TOTAL STOCKHOLDERS' DEFICIT (8,901) (4,743)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 147 $ 1,565
======== ========
The accompanying notes are an integral part of the
condensed financial statements.
3
GOFF CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Period from
July 12, 2010
Three Months Three Months (Date of Inception)
ended ended to
September 30, September 30, September 30,
2012 2011 2012
------------ ------------ ------------
REVENUE $ -- $ -- $ --
OPERATING EXPENSES
Accounting & legal 1,663 -- 13,926
Consulting fees 635 -- 6,635
General & administrative expenses 1,860 4,941 16,690
------------ ------------ ------------
LOSS FROM OPERATIONS (4,158) (4,941) (37,251)
OTHER EXPENSES -- -- --
------------ ------------ ------------
NET LOSS BEFORE INCOME TAXES (4,158) (4,941) (37,251)
PROVISION FOR INCOME TAXES -- -- --
------------ ------------ ------------
NET LOSS $ (4,158) $ (4,941) $ (37,251)
============ ============ ============
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING 11,440,000 11,440,000
------------ ------------
NET LOSS PER SHARE $ (0.00) $ (0.00)
------------ ------------
The accompanying notes are an integral part of the
condensed financial statements.
4
GOFF CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Period from
July 12, 2010
Three Months Three Months (Date of Inception)
ended ended to
September 30, September 30, September 30,
2012 2011 2012
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period $ (4,158) $ (9,357) $(37,251)
Adjustments to Reconcile Net Loss to Net Cash
Used in Operating Activities
Changes in Assets and Liabilities
Accounts payable (960) -- 1,523
Accrued expenses 700 -- 700
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (4,418) (9,358) (35,028)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable - related party 3,000 825 6,825
Proceeds from the sale of common stock -- 28,350 28,350
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 3,000 29,175 35,175
-------- -------- --------
Net Increase (Decrease) in Cash and Cash Equivalents (1,418) 19,817 147
Cash and Cash Equivalents - Beginning 1,565 -- --
-------- -------- --------
CASH AND CASH EQUIVALENTS - ENDING $ 147 $ 19,817 $ 147
======== ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ -- $ -- $ --
======== ======== ========
Cash paid for income taxes $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of the
condensed financial statements.
5
GOFF CORP.
(A DEVELOPMENT STAGE COMPANY)
FOOTNOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012
(UNAUDITED)
1. CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations, and cash flows at September 30, 2012, and for all periods
presented herein, have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. It is suggested
that these condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's June 30,
2011audited financial statements. The results of operations for the period ended
September 30, 2012 are not necessarily indicative of the operating results for
the full year.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
b) Going Concern
The financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
of $37,251 as of September 30, 2012 and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the
future and/or obtaining the financing necessary to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and or private placement of
common stock.
c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of Three
Months or less at the time of issuance to be cash equivalents.
d) Use of Estimates and Assumptions
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 of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
e) Financial Instruments
The carrying value of the Company's financial instruments approximates their
fair value because of the short maturity of these instruments.
f) Stock-based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC
Topic 718. To date, the Company has not adopted a stock option plan and has not
granted any stock options.
6
GOFF CORP.
(A DEVELOPMENT STAGE COMPANY)
FOOTNOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012
(UNAUDITED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
h) Basic and Diluted Net Loss per Share
The Company computes net income (loss) per share in accordance with ASC 260,
"Earnings per Share". ASC 260 requires presentation of both basic and diluted
earnings per share ("EPS") on the face of the income statement. Basic EPS is
computed by dividing net income (loss) available to common stockholders
(numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period using the treasury stock method and
convertible preferred stock using the if-converted method. In computing diluted
EPS, the average stock price for the period is used in determining the number of
shares assumed to be purchased from the exercise of stock options or warrants.
Diluted EPS excluded all dilutive potential shares if their effect is
anti-dilutive.
i) Fiscal Periods
The Company's fiscal year end is June 30.
3. CAPITAL STOCK
The authorized capital of the Company is 75,000,000 common shares with a par
value of $0.001 per share. In December of 2010, the Company issued 4,000,000
shares of common stock at a price of $0.001 per share for total cash proceeds of
$4,000.
In December and January of 2011, the Company issued 7,150,000 shares of common
stock at a price of $0.003 per share for total cash proceeds of $21,450.
In January through April of 2011, the Company issued 290,000 shares of common
stock at a price of $0.01 per share for total cash proceeds of $2,900.
During the period July 12, 2010 (inception) to June 30, 2012, the Company sold a
total of 11,440,000 shares of common stock for total cash proceeds of $28,350.
6. SUBSEQUENT EVENTS
In accordance with ASC 855-10, Company management reviewed all material events
through the date of this report and there are no material subsequent events to
report.
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FORWARD-LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
We were incorporated under the name Goff Corp in the State of Nevada on July 12,
2010. We are a development-stage company and we have no revenues and minimal
assets. As a result we have incurred losses since inception.
We have not implemented our business plan as of this date. We have focused our
limited managerial and financial capacity almost entirely on fundraising
efforts. We obtained quotation on the OTC Bulletin Board in November of 2011,
however we require additional funds to begin operations. The Company is
currently seeking sources of financing as well as looking at strategic
alternatives.
Please note that throughout this Quarterly Report, and unless otherwise noted,
the words "we," "our," "us," the "Company," refers to GOFF CORP
CURRENT BUSINESS OPERATIONS
As of the date of this Quarterly Report, we have not started operations. The
Company is in the development stage as defined under Statement on Financial
Accounting Standards No. 7, Development Stage Enterprises ("SFAS No.7") (ASC
915-10). As of September, 2012 we have no revenues, have minimal assets and have
incurred losses since inception.
We were incorporated on July 12, 2010 under the laws of the state of Nevada. Our
principal offices are located at 9 NOF Commercial Centre Industrial Park, Old
Mallow Rd, Cork City, Ireland. Our telephone number is087-154-7690. We intend to
provide web-based services in that focus around our website that will operate as
a link for employers in and individuals seeking employment in the UK and
Ireland.
RESULTS OF OPERATIONS
Our financial statements have been prepared assuming that we will continue as a
going concern and, accordingly, do not include adjustments relating to the
recoverability and realization of assets and classification of liabilities that
might be necessary should we be unable to continue in operation. We expect we
will require additional capital to meet our long term operating requirements. We
expect to raise additional capital through, among other things, the sale of
equity or debt securities.
8
THREE MONTH PERIOD ENDED SEPTEMBER 30, 2012 COMPARED TO THE THREE MONTH PERIOD
ENDED SEPTEMBER 30, 2011 AND THE PERIOD FROM INCEPTION (JULY 12, 2010) TO
SEPTEMBER 30, 2012.
Our net loss for the Three-months ended September 30, 2012 was approximately
($4,158) compared to the three-months ended September 30, 2011 which was
approximately ($4,941) compared to a net loss of ($37,251) during the period
from inception (July 12, 2010) to September 30, 2012.During the Three-months
ended September 30, 2012 and 2010, we did not generate any revenue.
During the Three-months ended September 30, 2012, we incurred general and
administrative, consulting, and professional expenses of approximately $4,158
compared to $4,941 during the three-months ended September 30, 2012 and $9,357
during the period from inception (July 12, 2010) to September 30, 2012. General
and administrative expenses incurred during the Three-month period ended
September 30, 2012 and 2011 were generally related to corporate overhead,
financial and administrative contracted services, such as legal and accounting
and developmental costs.
Our net loss during the Three-months ended September 30, 2012 was ($4,158) or
($0.00) per share compared to a net loss during the Three-months ended September
30, 2011 of ($4,941) or ($0.00) per share. The weighted average number of shares
outstanding was 11,440,000 for the Three-month period ended September 30, 2012.
LIQUIDITY AND CAPITAL RESOURCES
THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2012
As at the Three-months ended September 30, 2012, our current assets were $147
and our total liabilities were $9,048, which resulted in a working capital of
($8,901). As at the Three-months ended September 30, 2012, current assets were
comprised of $147 in cash compared to $1,565 in current assets at June 30, 2012.
At the Three-months ended September 30, 2012, current liabilities were comprised
of $6,825 in advances from director $2,223 in accounts payable/accrued expenses
compared to the three month period ended September 30, 2011 when current
liabilities were comprised of $825 in advances from director.
Stockholders' equity decreased from $4,743 as of June 30, 2012 to ($8,901) as of
September 30, 2012.
CASH FLOWS FROM OPERATING ACTIVITIES
We have not generated positive cash flows from operating activities. For the
Three-month period ended September 30, 2012, net cash flows used in operating
activities was ($4,158)consisting completely of a net loss of ($4,158). For the
Three-month period ended September 30, 2011, net cash flows used in operating
activities was ($4,941) consisting completely of a net loss of ($4,941). Net
cash flows used in operating activities was ($37,251) for the period from
inception (July 12, 2010) to September 30, 2012.
CASH FLOWS FROM FINANCING ACTIVITIES
We have financed our operations primarily from either advances from directors or
the issuance of equity and debt instruments. For the Three-months ended
September 30, 2012, we generated $3,000 net cash from financing activities. For
the period from inception (July 12, 2010) to September 30, 2012, net cash
provided by financing activities was $35,175 received from sale of common stock
and advances from Director.
9
PLAN OF OPERATION AND FUNDING
We expect that working capital requirements will continue to be funded through a
combination of our existing funds and further issuances of securities. Our
working capital requirements are expected to increase in line with the growth of
our business.
Existing working capital, further advances, equity and debt instruments, and
anticipated cash flow are expected to be adequate to fund our operations over
the next Three Months. We have no lines of credit or other bank financing
arrangements. Generally, we have financed operations to date through the
proceeds of the private placement of equity and debt instruments. In connection
with our business plan, management anticipates additional increases in operating
expenses and capital expenditures relating to: (i) acquisition of inventory;
(ii) developmental expenses associated with a start-up business; and (iii)
marketing expenses. We intend to finance these expenses with further issuances
of securities and debt issuances. Thereafter, we expect we will need to raise
additional capital and generate revenues to meet long-term operating
requirements. Additional issuances of equity or convertible debt securities will
result in dilution to our current shareholders. Further, such securities might
have rights, preferences or privileges senior to our common stock. Additional
financing may not be available upon acceptable terms, or at all. If adequate
funds are not available or are not available on acceptable terms, we may not be
able to take advantage of prospective new business endeavors or opportunities,
which could significantly and materially restrict our business operations.
MATERIAL COMMITMENTS
As of the date of this Quarterly Report, we have a material commitment. During
the period from inception (July 12, 2010) to September 30, 2012, Gary O'Flynn
our Chief Executive Officer and a director, advanced us $6,825. The advances are
non-interest bearing and payable upon demand.
PURCHASE OF SIGNIFICANT EQUIPMENT
We do not intend to purchase any significant equipment during the next twelve
months.
OFF-BALANCE SHEET ARRANGEMENTS
As of the date of this Quarterly 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 auditors' report accompanying our June 30, 2012 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of loss that may impact our financial position,
results of operations or cash flows due to adverse change in foreign currency
and interest rates.
10
EXCHANGE RATE
Our reporting currency is United States Dollars ("USD").
INTEREST RATE
Any future loans will relate mainly to trade payables and will be mainly
short-term. However our debt may be likely to rise in connection with expansion
and if interest rates were to rise at the same time, this could become a
significant impact on our operating and financing activities. We have not
entered into derivative contracts either to hedge existing risks of for
speculative purposes.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by us in the reports that we file or submit under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.
An evaluation was conducted under the supervision and with the participation of
our management of the effectiveness of the design and operation of our
disclosure controls and procedures as of September 30, 2012. Based on that
evaluation, our management concluded that our disclosure controls and procedures
were not effective as of such date to ensure that information required to be
disclosed in the reports that we file or submit under the Exchange Act, is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms. Such officer also confirmed that there was no change in
our internal control over financial reporting during the Three-months ended
September 30, 2012 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated by any
governmental authority or any other party involving us or our properties. As of
the date of this Quarterly Report, no director, officer or affiliate is (i) a
party adverse to us in any legal proceeding, or (ii) has an adverse interest to
us in any legal proceedings. Management is not aware of any other legal
proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On November 11, 2011, our registration statement on Form S-1 became effective.
7,090,000 common shares were registered.
11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. MINE SAFETY DISCLOSURES
No report required.
ITEM 5. OTHER INFORMATION
No report required.
ITEM 6. EXHIBITS
31.1 Certification of Chief Executive Officer pursuant to Securities
Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2 Certification of Chief Financial Officer pursuant to Securities
Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule
13a-14(b) or 15d- 14(b) and 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes- Oxley Act of 2002.
101* Interactive data files pursuant to Rule 405 of Regulation S-T.
----------
* To be provided by amendment
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GOFF CORP
Dated: November 14, 2012
By: /s/ Gary O'Flynn
------------------------------------
Gary O'Flynn
President, Chief Financial Officer,
Secretary, Treasurer, Director
13