UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GOFF, CORP.
(Name of Issuer)
Common Shares with a par value of $0.001
(Title of Class of Securities)
36190U206
(CUSIP Number)
Goff, Corp.
Carrera 43 A # 1-50, Torre Proteccion,
Piso 6, San Fernando Plaza, Medellin, Colombia
Telephone: +57 4 605 2537
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 26, 2013
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP NO. 36190U206 Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Warwick Adam Calasse
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITZENSHIP OR PLACE OF ORGANIZATION
Warwick Adam Calasse is a citizen and resident of Zimbabwe, South Africa
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7 SOLE VOTING POWER
500,000,000(1)
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY n/a
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 500,000,000 common shares
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
n/a
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000,000(1) common shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.37% based on 227,250,000(2) common shares issued and outstanding as of
March 27, 2013
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14 TYPE OF REPORTING PERSON*
IN
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(1) Includes 50,000,000 common shares and 5,000,000 Series "A" Preferred shares
held directly by Mr. Calasse, in addition to 5,000,000 Series "A" Preferred
shares held by Golden Glory Resources S.A. The Series "A" Preferred Shares
are convertible without restriction on a 1 preferred for 30 common share
basis (300,000,000 common shares on a fully converted basis) and Includes
1000,000 Series "A" Preferred shares convertible without restriction on a 1
preferred for 30 common share basis (150,000,000 common shares on a fully
converted basis). Mr. Warwick Calasse holds dispositive and voting control
of securities held by Golden Glory Resources S.A.
(2) As of March 8, 2013, there were 227,250,000 common shares of our company's
common stock issued and outstanding, in addition to 10,000,000 shares of
Series "A" Preferred Stock with 75 for 1 voting rights with the holder of
our common stock. Each Series "A" Preferred Share is convertible to without
restriction on the basis of 1 preferred share for 30 common shares.
Percentages are based on 527,000,000 common shares outstanding on a fully
converted basis.
SCHEDULE 13D
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CUSIP NO. 36190U206 Page 3 of 6 Pages
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ITEM 1. SECURITY AND ISSUER
This Statement relates to common shares with a par value of $0.001 of Goff,
Corp. (the "Issuer"). The principal executive offices of the Issuer are located
at Carrera 43 A #1-50, Torre Protection, Piso, San Fernando Plaza, Medellin,
Colombia.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the Reporting Person is Warrick Adam Calasse.
(b) Mr. Calasse's address is 24 Gardener Road, Arcturus, Ruwa, Zimbabwe, South
Africa.
(c) Mr. Calasse is a businessman.
(d) Mr. Calasse has not been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) during the last five years.
(e) Mr. Calasse has not been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction where, as a result of such
proceeding, there was or is a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
(f) Mr. Calasse is a citizen and resident of Zimbabwe, South Africa.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
On February 26, 2013, Mr. Calasse acquired an aggregate of 108,750,000 shares of
the Issuer's common stock from Mr. O'Flynn, former Director and Officer, and Mr.
Corkery, our former Director, for an aggregate consideration of $25,000. The
parties entered into a share pursuant agreement to complete the transaction. The
funds used for this share purchase were Mr. Calasse's personal funds.
On February 28, 2013, Mr. Calasse acquired an aggregate of 100,000,000 shares of
the Issuer's common stock pursuant to a consulting agreement regarding the
provision of his management services as president and chief executive officer of
the Issuer.
On March 8, 2013, Mr. Calasse entered into a share cancellation/exchange/return
to treasury agreement with the Issuer wherein the Mr. Calasse cancelled and
returned to treasury 158,750,000 shares of the Issuer's common stock in exchange
for 5,000,000 Series A Preferred Stock in the capital of the Issuer. The Series
"A" Preferred Shares are convertible without restriction on a 1 preferred for 30
common share basis (150,000,000 common shares on a fully converted basis).
Also on March 8, 2013, Mr. Calasse indirectly acquired an aggregate of 5,000,000
Series A Preferred Stock in the capital of the Issuer, in consideration of
assignment of rights attached to an assignment agreement, dated January 21, 2013
among the Issuer and Golden Glory Resources S.A., a company incorporated under
the laws of Panama. The Series "A" Preferred Shares are convertible without
restriction on a 1 preferred for 30 common share basis (150,000,000 common
shares on a fully converted basis). Mr. Warwick Calasse holds dispositive and
voting control of securities held by Golden Glory Resources S.A.
SCHEDULE 13D
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CUSIP NO. 36190U206 Page 4 of 6 Pages
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ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction described above was for investment. Depending on
market conditions and other factors, Mr. Calasse may acquire additional shares
of the Issuer's common stock as he deems appropriate, whether in open market
purchases, privately negotiated transactions or otherwise. Mr. Calasse also
reserves the right to dispose of some or all of the shares in the open market,
in privately negotiated transactions to third parties or otherwise.
As of the date hereof, except as described above, Mr. Calasse expects to
evaluate on an ongoing basis the investment in the Issuer, and may from time to
time acquire additional or dispose of shares of common stock (in each case,
depending upon general investment policies, market conditions and other factors)
or formulate other purposes, plans or proposals regarding the Issuer or the
common stock held by the Mr. Calasse to the extent deemed advisable in light of
general investment policies, market conditions and other factors. Any such
acquisitions or dispositions may be made, subject to applicable law, in open
market transactions, privately negotiated transactions or, in the case of
dispositions, pursuant to a registration statement. Mr. Calasse may act
independently in evaluating and effecting any such transactions.
As of the date hereof, except as described above, Mr. Calasse does not have any
plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer, or
the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
(d) any change in the present board of directors or management of the Issuer
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of the
Issuer;
(f) any other material change in the Issuer's business or corporate structure;
(g) changes in the Issuer's Certificate of Incorporation or other actions which
may impede the acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
SCHEDULE 13D
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CUSIP NO. 36190U206 Page 5 of 6 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of March 27, 2013, the aggregate number and percentage of common shares
of the Issuer beneficially owned by Mr. Calasse are 500,000,000(1) common
shares, or approximately 66.37% of the Issuer.
(b) Mr. Calasse has the sole power to vote or direct the vote, and to dispose
or direct the disposition, of 500,000,000(1) shares of common stock of the
Issuer.
(c) Other than as described in Item 3 above, Mr. Calasse has not effected any
transaction in the shares of common stock of the Issuer in the past sixty
days.
(d) N/A
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Except as set forth above or set forth in the exhibits, there are no contracts,
arrangements, understandings or relationships between Mr. Calasse and any other
person with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Share Purchase Agreement, dated as of February 26, 2013, furnished as
Exhibit 10.3 to the Form 8-K filed on March 5, 2013 and is incorporated herewith
by reference.
Exhibit 2. Consulting Agreement, dated February 28, 2013, furnished as Exhibit
10.1 to the Form 8-K filed on March 6, 2013 and is incorporated herewith by
reference.
Exhibit 3. Share Cancellation Agreement, dated March 8, 2013, furnished as
Exhibit 10.3 to the Form 8-K filed on March 11, 2013 and is incorporated
herewith by reference.
Exhibit 4. Assignment Agreement for La Frontera Project dated March 8, 2013,
furnished as Exhibit 10.2 to the Form 8-K filed on March 11, 2013 and is
incorporated herewith by reference.
Exhibit 5. Underlying Assignment Agreement Among Golden Glory Resources S.A.,
Sertesaz Ltd., and C&ENER S.A. dated January 21, 2013, furnished as Exhibit 10.4
to the Form 8-K filed on March 11, 2013 and is incorporated herewith by
reference.
SCHEDULE 13D
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CUSIP NO. 36190U206 Page 5 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
April 8, 2013
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Dated
/s/ Warwick Adam Calasse
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Signature
Warwick Adam Calasse
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Name/Title
(1) Includes 50,000,000 common shares and 5,000,000 Series "A" Preferred shares
held directly by Mr. Calasse, in addition to 5,000,000 Series "A" Preferred
shares held by Golden Glory Resources S.A. The Series "A" Preferred Shares
are convertible without restriction on a 1 preferred for 30 common share
basis (300,000,000 common shares on a fully converted basis) and Includes
1000,000 Series "A" Preferred shares convertible without restriction on a 1
preferred for 30 common share basis (150,000,000 common shares on a fully
converted basis). Mr. Warwick Calasse holds dispositive and voting control
of securities held by Golden Glory Resources S.A.
(2) As of March 8, 2013, there were 227,250,000 common shares of our company's
common stock issued and outstanding, in addition to 10,000,000 shares of
Series "A" Preferred Stock with 75 for 1 voting rights with the holder of
our common stock. Each Series "A" Preferred Share is convertible to without
restriction on the basis of 1 preferred share for 30 common shares.
Percentages are based on 527,000,000 common shares outstanding on a fully
converted basis.