UNITED STATES
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 December 31, 2012
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number 333-176509
GOFF, CORP.
(Exact name of registrant as specified in its charter)
Nevada 27-3129919
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
9 NOF Commercial Centre Industrial Park, Old Mallow Rd,
Cork City, Ireland N/A
(Address of principal executive offices) (Zip Code)
087-154-7690
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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. [X] YES [ ] 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-T (ss.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). [X] YES [ ] NO
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act [ ] YES [X] NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. [ ] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 286,000,000 common shares
issued and outstanding as of February 14, 2012.
GOFF, CORP.
FORM 10-Q
PART I - FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
Item 4. Controls And Procedures 11
PART II - OTHER INFORMATION 12
Item 1. Legal Proceedings 12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Mine Safety Disclosures 12
Item 5. Other Information 12
Item 6. Exhibits 13
SIGNATURES 14
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Our unaudited interim financial statements for the three and six month periods
ended December 31, 2012 form part of this quarterly report. They are stated in
United States Dollars (US$) and are prepared in accordance with United States
generally accepted accounting principles.
GOFF, CORP.
(A Development Stage Company)
Condensed Financial Statements
For the Periods Ended December 31, 2012 and 2011
(unaudited)
Condensed Balance Sheets...................................................... 4
Condensed Statements of Operations............................................ 5
Condensed Statements of Cash Flows............................................ 6
Notes to the Condensed Financial Statements .................................. 7
3
Goff, Corp.
(A Development Stage Company)
Condensed Balance Sheets
(Expressed in US dollars)
December 31, June 30,
2012 2012
-------- --------
$ $
(unaudited)
ASSETS
Cash 5,653 1,565
-------- --------
TOTAL ASSETS 5,653 1,565
======== ========
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities 750 2,483
Note payable - related party (Note 4) 24,814 3,825
-------- --------
TOTAL LIABILITIES 25,564 6,308
-------- --------
STOCKHOLDERS' DEFICIT
Common Stock, 1,875,000,000 shares authorized, $0.001 par value;
286,000,000 shares issued and outstanding 286,000 286,000
Additional paid-in capital (257,650) (257,650)
Accumulated deficit during the development stage (48,261) (33,093)
-------- --------
TOTAL STOCKHOLDERS' DEFICIT (19,911) (4,743)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT 5,653 1,565
======== ========
(The accompanying notes are an integral part of these
condensed financial statements)
4
Goff, Corp.
(A Development Stage Company)
Condensed Statements of Operations
(Expressed in US dollars)
(unaudited)
Accumulated from
For the For the For the For the July 12, 2010
Three Months Three Months Six Months Six Months (date of
ended ended ended ended inception) to
December 31, December 31, December 31, December 31, December 31,
2012 2011 2012 2011 2012
------------ ------------ ------------ ------------ ------------
$ $ $ $ $
REVENUES -- -- -- -- --
------------ ------------ ------------ ------------ ------------
OPERATING EXPENSES
Consulting fees 3,300 6,000 3,935 6,000 9,935
General and administrative 2,817 4,951 4,677 4,867 19,507
Professional fees 4,893 3,600 6,556 8,100 18,819
------------ ------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES 11,010 14,551 15,168 18,967 48,261
------------ ------------ ------------ ------------ ------------
NET LOSS (11,010) (14,551) (15,168) (18,967) (48,261)
============ ============ ============ ============ ============
NET LOSS PER SHARE
- BASIC AND DILUTED -- -- -- --
============ ============ ============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING
- BASIC AND DILUTED 286,000,000 286,000,000 286,000,000 286,000,000
============ ============ ============ ============
(The accompanying notes are an integral part of these
condensed financial statements)
5
Goff, Corp.
(A Development Stage Company)
Condensed Statements of Cash Flows
(Expressed in US dollars)
(unaudited)
Accumulated from
For the For the July 12, 2010
six months six months (date of
ended ended inception) to
December 31, December 31, December 31,
2012 2011 2012
-------- -------- --------
$ $ $
OPERATING ACTIVITIES
Net loss for the period (15,168) (18,967) (48,261)
Adjustments to reconcile net loss to net cash
from operating activities
Expenses paid on behalf of the company by a related party 3,184 -- 3,184
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities (1,733) -- 750
Prepaid expenses -- (70) --
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (13,717) (19,037) (44,327)
-------- -------- --------
FINANCING ACTIVITIES
Proceeds from note payable - related party 17,805 -- 22,130
Repayments on note payable - related party -- -- (500)
Proceeds from the sale of common stock -- -- 28,350
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 17,805 -- 49,980
-------- -------- --------
Increase (decrease) in Cash 4,088 (19,037) 5,653
Cash - Beginning of Period 1,565 24,759 --
-------- -------- --------
CASH - END OF PERIOD 5,653 5,722 5,653
======== ======== ========
SUPPLEMENTAL DISCLOSURES
Interest paid -- -- --
======== ======== ========
Income tax paid -- -- --
======== ======== ========
(The accompanying notes are an integral part of these
condensed financial statements)
6
Goff, Corp.
(A Development Stage Company)
Notes to the Condensed Financial Statements
(Expressed in US dollars)
(unaudited)
1. NATURE OF OPERATIONS AND CONTINUANCE OF BUSINESS
Goff, Corp. (the "Company") was incorporated in the State of Nevada on July
12, 2010. The Company is a development stage company, as defined by
Financial Accounting Standards Board ("FASB") Accounting Standards
Codification ("ASC") 915, DEVELOPMENT STAGE ENTITIES.
GOING CONCERN
These financial statements have been prepared on a going concern basis,
which implies that the Company will continue to realize its assets and
discharge its liabilities in the normal course of business. As of December
31, 2012, the Company has not recognized any revenue, and has a working
capital deficit of $19,911 and an accumulated deficit of $48,261. The
continuation of the Company as a going concern is dependent upon the
continued financial support from its management, and its ability to
identify future investment opportunities and obtain the necessary debt or
equity financing, and generating profitable operations from the Company's
future operations. These factors raise substantial doubt regarding the
Company's ability to continue as a going concern. These financial
statements do not include any adjustments to the recoverability and
classification of recorded asset amounts and classification of liabilities
that might be necessary should the Company be unable to continue as a going
concern.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation and Interim Financial Statements
The financial statements of the Company have been prepared in accordance
with accounting principles generally accepted in the United States ("US
GAAP") and are expressed in U.S. dollars. The Company's fiscal year end is
June 30.
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 December 31,
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, 2012 audited financial statements.
b) Use of Estimates
The preparation of financial statements in conformity with US GAAP 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. The Company
regularly evaluates estimates and assumptions related to the deferred
income tax asset valuation allowances. The Company bases its estimates and
assumptions on current facts, historical experience and various other
factors that it believes to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying
values of assets and liabilities and the accrual of costs and expenses that
are not readily apparent from other sources. The actual results experienced
by the Company may differ materially and adversely from the Company's
estimates. To the extent there are material differences between the
estimates and the actual results, future results of operations will be
affected.
7
Goff, Corp.
(A Development Stage Company)
Notes to the Condensed Financial Statements
(Expressed in US dollars)
(unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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. As at
December 31 and June 30, 2012, the Company did not have any cash
equivalents.
d) Basic and Diluted Net Loss per Share
The Company computes net 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 loss available to common shareholders
(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 excludes all dilutive potential
shares if their effect is anti dilutive. As at December 31 and June 30,
2012, the Company did not have any potentially dilutive shares.
e) Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in
effect. These pronouncements did not have any material impact on the
financial statements unless otherwise disclosed, and the Company does not
believe that there are any other new accounting pronouncements that have
been issued that might have a material impact on its financial position or
results of operations.
3. COMMON STOCK
On January 24, 2013, the Company effected a 25-to-1 forward stock split of
its issued and outstanding shares. Refer to Note 5.
4. RELATED PARTY TRANSACTIONS
As at December 31, 2012, the Company owes $24,814 (June 30, 2012 - $3,825)
to the President and Director of the Company, consisting of $3,184 paid on
behalf of the company for general expenditures, and $17,805 in cash. The
amount owing is unsecured, non-interest bearing, and due on demand.
5. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date of issuance of
the financial statements, and did not have any material recognizable
subsequent events after December 31, 2012 with the exception of the
following:
a) On January 24, 2013, the Company increased its authorized capital from
75,000,000 common shares to 1,875,000,000 common shares with no change
par value. The Company also effected a 25-to-1 forward stock split of
its issued and outstanding shares. As a result, the issued and
outstanding common shares increased from 11,440,000 shares to
286,000,000 shares. All share and per share information has been
retroactively adjusted to reflect the forward stock split.
8
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking statements that
involve risks and uncertainties. These statements relate to future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology including "could", "may", "will", "should", "expect",
"plan", "anticipate", "believe", "estimate", "predict", "potential" and the
negative of these terms or other comparable terminology. These statements are
only predictions. Actual events or results may differ materially.
While these forward-looking statements, and any assumptions upon which they
are based, are made in good faith and reflect our current judgment regarding the
direction of our business, actual results will almost always vary, sometimes
materially, from any estimates, predictions, projections, assumptions or other
future performance suggested in this report.
In this quarterly report, unless otherwise specified, all dollar amounts
are expressed in United States dollars. All references "common shares" refer to
the common shares in our capital stock.
As used in this quarterly report, the terms "we", "us", "our" and "our
company", mean Goff, Corp., unless otherwise indicated.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
WORKING CAPITAL
December 31, June 30,
2012 2012
-------- --------
$ $
Current Assets 5,653 1,565
Current Liabilities 25,564 6,308
Working Capital (Deficit) (19,911) (4,743)
CASH FLOWS
Six months Six months
ended ended
December 31, December 31,
2012 2011
-------- --------
$ $
Cash Flows from (used in) Operating Activities (13,717) (19,037)
Cash Flows from (used in) Financing Activities 17,805 --
Net Increase (decrease) in Cash During Period 4,088 (19,037)
OPERATING REVENUES
From our inception on July 12, 2010 to December 31, 2012, we did not have
any operating revenues.
9
OPERATING EXPENSES AND NET LOSS
During the six months ended December 31, 2012, our company incurred
operating expenses of $15,168 compared with $18,967 for the six months ended
December 31, 2011. The decrease in operating expenses were attributed to a
decrease of $2,065 in consulting fees, $210 decrease in general and
administrative expenses as our company had limited cash flow to incur day-to-day
operation expenditures, and $1,544 decrease in professional fees for legal costs
as our company incurred more expenditures in the prior year for the SEC
registration process.
For the six months ended December 31, 2012, our company incurred a net loss
of $15,168 or $nil loss per share compared with a net loss of $18,967 or $nil
loss per share for the six months ended December 31, 2011.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2012, our company had a cash balance and total assets of
$5,653 compared with cash balance and total assets of $1,565 as at June 30,
2012. The increase in cash and total assets were attributed to receipt of
$20,989 in advances from director, of which a portion of the proceeds remained
unused.
As at December 31, 2012, our company had total liabilities of $25,564
compared with $6,308 as at June 30, 2012. The increase was attributed to a
decrease of $1,733 in accounts payable and accrued liabilities offset by the
$20,989 increase in advances from director.
As at December 31, 2012, our company had a working capital deficit of
$19,911 compared with a working capital deficit of $4,743 as at June 30, 2012.
The increase in working capital deficit was attributed to proceeds received from
financing activities.
CASH FLOW FROM OPERATING ACTIVITIES
During the six months ended December 31, 2012, our company used $13,717 of
cash for operating activities compared with the use of $19,037 during the six
months ended December 31, 2011. The decrease in the use of cash for operating
activities was due to the fact that our company only had limited amounts of cash
during the current period.
CASH FLOW FROM FINANCING ACTIVITIES
During the six months ended December 31, 2012, our company received $20,989
from advances from director compared with no financing activities during the
comparative period ended December 31, 2011.
GOING CONCERN
We have not attained profitable operations and are dependent upon obtaining
financing to pursue any extensive acquisitions and activities. For these
reasons, our auditors stated in their report on our audited financial statements
that they have substantial doubt that we will be able to continue as a going
concern without further financing.
10
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant 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
stockholders.
FUTURE FINANCINGS
We will continue to rely on equity sales of our common shares in order to
continue to fund our business operations. Issuances of additional shares will
result in dilution to existing stockholders. There is no assurance that we will
achieve any additional sales of the equity securities or arrange for debt or
other financing to fund our operations and other activities.
CRITICAL ACCOUNTING POLICIES
Our financial statements and accompanying notes have been prepared in
accordance with United States generally accepted accounting principles applied
on a consistent basis. The preparation of financial statements in conformity
with U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to
prepare our financial statements. A complete summary of these policies is
included in the notes to our financial statements. In general, management's
estimates are based on historical experience, on information from third party
professionals, and on various other assumptions that are believed to be
reasonable under the facts and circumstances. Actual results could differ from
those estimates made by management.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Our company has implemented all new accounting pronouncements that are in
effect. These pronouncements did not have any material impact on the financial
statements unless otherwise disclosed, and our company does not believe that
there are any other new accounting pronouncements that have been issued that
might have a material impact on its financial position or results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a "smaller reporting company", we are not required to provide the
information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our reports filed under the
SECURITIES EXCHANGE ACT OF 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to our management, including our chief executive officer and chief
financial officer (our principal executive officer, principal financial officer
and principle accounting officer) to allow for timely decisions regarding
required disclosure.
11
As of the end of our quarter covered by this report, we carried out an
evaluation, under the supervision and with the participation of our chief
executive officer and chief financial officer (our principal executive officer,
principal financial officer and principle accounting officer), of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our chief executive officer and chief
financial officer (our principal executive officer, principal financial officer
and principle accounting officer) concluded that our disclosure controls and
procedures were not effective as of the end of the period covered by this
quarterly report.
CHANGES IN INTERNAL CONTROL
During the period covered by this report there were no changes in our
internal control over financial reporting that materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our
company, nor are we involved as a plaintiff in any material proceeding or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered beneficial shareholder, is an adverse
party or has a material interest adverse to our interest.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
12
ITEM 6. EXHIBITS
Exhibit
Number Description
------ -----------
(3) ARTICLES OF INCORPORATION AND BYLAWS
3.1 Articles of Incorporation (incorporated by reference to our
Registration Statement on Form S-1 filed on August 26, 2011)
3.2 Bylaws (incorporated by reference to our Registration Statement on
Form S-1 filed on August 26, 2011)
3.3 Certificate of Change dated January 22, 2013 (incorporated by
reference to our Current Report on Form 8-K filed on January 25,
2013)
(10) MATERIAL CONTRACTS
10.1 Recruitment Services Agreement between our company and Park
Management Company dated August 8, 2011 (incorporated by reference
to our Current Report on Form 8-K filed on June 9, 2011)
(31) RULE 13A-14(A)/15D-14(A) CERTIFICATION
31.1* Section 302 Certification under Sarbanes-Oxley Act of 2002 of the
Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer
(32) SECTION 1350 CERTIFICATIONS
32.1* Section 906 Certification under Sarbanes-Oxley Act of 2002 of the
Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer
101** INTERACTIVE DATA FILES
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
----------
* Filed herewith.
** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the
Interactive Data Files on Exhibit 101 hereto are deemed not filed or part
of any registration statement or prospectus for purposes of Sections 11 or
12 of the Securities Act of 1933, are deemed not filed for purposes of
Section 18 of the Securities and Exchange Act of 1934, and otherwise are
not subject to liability under those sections.
13
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
GOFF, CORP.
Dated: February 20, 2013 By: /s/ Gary O'Flynn
-------------------------------------
Gary O'Flynn
President, Chief Financial Officer,
Secretary, Treasurer and Director
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
14