UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~September~~December 3031, 2022

☐ 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. 000-54912

Worldwide NFT Inc.

(Exact name of registrant as specified in its charter)

Nevada		27-3129919
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

3535 Executive Terminal Drive

Henderson, NV 89052

(Address of principal executive offices)

(702) 840-4433

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.001		WNFT		N/A

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 past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November~~February 310, ~~2022~~2023, there were 534,750,000 shares outstanding of the registrant’s common stock, par value $.001 per share, issued and outstanding.

TABLE OF CONTENTS

		Page
Special Note Regarding Forward-Looking Statements and Other Information Contained in this Report		ii
	PART I – FINANCIAL INFORMATION	1
Item 1.	Consolidated Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	78
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	910
Item 4.	Controls and Procedures	910
	PART II – OTHER INFORMATION	1011
Item 1.	Legal Proceedings	1011
Item 1A.	Risk Factors	1011
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1011
Item 3.	Defaults Upon Senior Securities	1011
Item 4.	Mine Safety Disclosures	1011
Item 5.	Other Information	1011
Item 6.	Exhibits	1112
Signatures		1213

- i -

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

AND OTHER INFORMATION CONTAINED IN THIS REPORT

This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may” or other similar expressions in this Form 10-Q. In particular, these include statements relating to future actions; prospective products, applications, customers and technologies; future performance or results of anticipated products; anticipated expenses; and projected financial results. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

	●	our ability to continue as a going concern;

	●	our operating expenses exceed our revenues and will likely continue to do so for the foreseeable future;

	●	our ability to obtain additional capital, which may be difficult to raise as a result of our limited operating history or any number of other reasons;

	●	competition;

	●	general economic conditions and events and the impact they may have on us; and

	●	other factors discussed in this Form 10-Q.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this Form 10-Q that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make or collaborations or strategic partnerships we may enter into.

You should read this Form 10-Q and the documents that we have filed as exhibits to this Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Unless otherwise stated or the context otherwise requires, the terms “Worldwide NFT Inc.” “we,” “us,” “our” and the “Company” refer collectively to Worldwide NFT Inc. and its subsidiaries.

- ii -

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

WORLDWIDE NFT, INC.

(FORMERLY GOFF CORP.)

CONSOLIDATED BALANCE SHEETS

	September 30, 2022			June 30, 2022
	December 31, 2022			June 30, 2022
	(unaudited)
ASSETS
CURRENT ASSETS
Cash	$	-		$	-
Prepaid expenses and other current assets		-			-
Total current assets		-			-
Total non-current assets		-			-
TOTAL ASSETS	$	-		$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable – related party	$	89,130		$	89,130
Accounts payable - officer		~~119~~136,~~692~~312			82,284
Accounts payable – non-related parties		421,~~748~~259			5,748
Total current liabilities		~~213~~246,~~570~~701			177,162
TOTAL LIABILITIES		~~213~~246,~~570~~701			177,162
STOCKHOLDERS’ DEFICIT
Series A Preferred stock, par value $0.001; 10,000,000 shares authorized; 5,000,000 and 5,000,000 shares issued and outstanding as of September 30, 2022 and June 30, 2022, respectively		5,000			5,000
Series A Preferred stock, par value $0.001; 10,000,000 shares authorized; 5,000,000 and 5,000,000 shares issued and outstanding as of December 31, 2022 and June 30, 2022, respectively		5,000			5,000
Common stock, par value $0.001; 1,875,000,000 shares authorized, 534,750,000 shares issued and outstanding as of September 30, 2022 and June 30, 2022, respectively		534,750			534,750
Common stock, par value $0.001; 1,875,000,000 shares authorized, 534,750,000 shares issued and outstanding as of December 31, 2022 and June 30, 2022, respectively		534,750			534,750
Additional paid in capital		20,127,300			20,127,300
Accumulated deficit		(20,~~880~~913,~~620~~751	)		(20,844,212	)
Total stockholders’ deficit		(~~213~~246,~~570~~701	)		(177,162	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	-

See notes to consolidated financial statements.

Table of Contents

WORLDWIDE NFT, INC.

(FORMERLY GOFF CORP.)

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

~~THREE~~SIX MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2022 AND 2021

	2022			2021
REVENUES	$	-		$	-
COST OF REVENUES		-			-
GROSS PROFIT		-			-
OPERATING EXPENSES:
Professional fees		3669,~~408~~539			~~124~~20,014,352
General and administrative		-			6,122
Total operating expenses		3669,~~408~~539			~~130~~20,020,474
LOSS FROM OPERATIONS BEFORE OTHER EXPENSES		(3669,~~408~~539	)		(~~130~~20,020,474	)
OTHER INCOME (EXPENSE):
Forgiveness of debt – court discharge		-			-
Interest expense		-			-
Total other income (expense)		-			-
LOSS FROM OPERATIONS BEFORE BENEFIT (PROVISION) FOR INCOME TAXES		(3669,~~408~~539	)		(~~130~~20,020,474	)
BENEFIT (PROVISION) FOR INCOME TAXES		-			-
NET LOSS	$	(3669,~~408~~539	)	$	(~~130~~20,020,474	)
NET LOSS PER SHARE
Basic and diluted	$	(0.000	)	$	(0.~~000~~029	)
SHARES USED IN CALCULATION OF NET LOSS PER SHARE
Basic and diluted		534,750,000			~~681~~682,~~750~~907,~~000~~610

See notes to consolidated financial statements.

Table of Contents

WORLDWIDE NFT, INC.

(FORMERLY GOFF CORP.)

CONSOLIDATED STATEMENTS OF ~~CASH~~OPERATIONS ~~FLOWS~~ (UNAUDITED)

THREE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2022 AND 2021

	2022			2021
Cash flows from operating activities:
REVENUES	$	-		$	-
Net loss	$	(36,408	)	$	(130,474	)
COST OF REVENUES		-			-
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
GROSS PROFIT		-			-
Consulting fees for preferred stock issued		-			50,300
OPERATING EXPENSES:
Professional fees		33,131			19,890,000
General and administrative		-			-
Total operating expenses		33,131			19,890,000
LOSS FROM OPERATIONS BEFORE OTHER EXPENSES		(33,131	)		(19,890,000	)
OTHER INCOME (EXPENSE):
Forgiveness of debt – court discharge		-			-
Changes in assets and liabilities
Interest expense		-			-
Prepaid expenses		-			-
Total other income (expense)		-			-
Accounts payable - officer		37,408			4,720
LOSS FROM OPERATIONS BEFORE BENEFIT (PROVISION) FOR INCOME TAXES		(33,131	)		(19,890,000	)
Accounts payable – non-related parties		(1,000	)		25,454
BENEFIT (PROVISION) FOR INCOME TAXES		-			-
Accounts payable and accrued expenses – related party		-			-
NET LOSS	$	(33,131	)	$	(19,890,000	)
Net cash (used in) operating activities		-			(50,000	)
NET LOSS PER SHARE
Cash flows from financing activities:
Basic and diluted	$	(0.000	)	$	(0.029	)
Proceeds from officer in consideration of preferred stock		-			50,000
SHARES USED IN CALCULATION OF NET LOSS PER SHARE
Net cash provided by financing activities		-			50,000
Basic and diluted		534,750,000			684,065,217
NET INCREASE (DECREASE) IN CASH		-			-
Cash - beginning of year		-			-
Cash - end of year	$	-		$	-
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See notes to consolidated financial statements.

Table of Contents

WORLDWIDE NFT, INC.

(FORMERLY GOFF CORP.)

CONSOLIDATED ~~STATEMENT~~STATEMENTS OF ~~CHANGES~~CASH INFLOWS ~~STOCKHOLDERS’ DEFICIT~~ (UNAUDITED)

~~THREE~~SIX MONTHS ENDED ~~SEPTEMBER~~DECEMBER 3031, 2022 AND 2021

	Shares			Amount			Shares		Amount		Capital		Deficit			Total
	2022			2021
	Preferred						Common				Additional Paid-In		Accumulated
Cash flows from operating activities:
	Shares			Amount			Shares		Amount		Capital		Deficit			Total
Net loss	$	(69,539	)	$	(20,020,474	)
Balances at June 30, 2021		5,000,000		$	5,000			681,750,000	$	681,750	$	-	$	(769,014	)	$	(82,264	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Issuance of preferred shares to officer for advances made to Company and for services rendered		300,000			300			-		-		100,000		-			100,300
Consulting fees for preferred stock issued		-			19,930,300
Net loss for the period					-					-		-		(130,474	)		(130,474	)
Changes in assets and liabilities
Balances at September 30, 2021		5,300,000		$	5,300			681,750,000	$	681,750	$	100,000	$	(899,488	)	$	(112,438	)
Prepaid expenses		-			-
Balances at June 30, 2022		5,000,000		$	5,000			534,750,000	$	534,750	$	20,127,300	$	(20,844,212	)	$	(177,162	)
Accounts payable - officer		54,028			20,220
Net loss for the period		-			-			-		-		-		(36,408	)		(36,408	)
Accounts payable – non-related parties		15,511			19,954
Balances at September 30, 2022		5,000,000		$	5,000			534,750,000	$	534,750	$	20,127,300	$	(20,880,620	)	$	(213,570	)
Accounts payable and accrued expenses – related party		-			-
Net cash (used in) operating activities		-			(50,000	)
Cash flows from financing activities:
Proceeds from officer in consideration of preferred stock		-			50,000
Net cash provided by financing activities		-			50,000
NET INCREASE (DECREASE) IN CASH		-			-
Cash - beginning of period		-			-
Cash - end of period	$	-		$	-
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See notes to consolidated financial statements.

Table of Contents

WORLDWIDE NFT, INC.

(FORMERLY GOFF CORP.)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT (UNAUDITED)

SIX MONTHS ENDED DECEMBER 31, 2022 AND 2021

	Shares		Amount		Shares		Amount		Capital		Deficit			Total
	Preferred				Common				Additional Paid-In		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balances at June 30, 2021		5,000,000	$	5,000		681,750,000	$	681,750	$	-	$	(775,880	)	$	(82,264	)
Issuance of preferred shares to officer for advances made to Company and for services rendered		300,000		300		-		-		100,000		-			100,300

Net loss for the period				-				-		-		(130,474	)		(130,474	)

Balances at September 30, 2021		5,300,000	$	5,300		681,750,000	$	681,750	$	100,000	$	(906,354	)	$	(112,438	)

Issuance of common and preferred shares to officer for services rendered		4,700,000		4,700		3,000.000		3,000		19,872,300		-			19,880,000

Net loss for the period		-		-		-		-		-		(19,890,000	)		(19,890,000	)
Balances at December 31, 2021		10,000,000	$	10,000		684,750,000	$	684,750	$	19,972,300	$	(20,796,354	)	$	(129,304	)

Balances at June 30, 2022		5,000,000	$	5,000		534,750,000	$	534,750	$	20,127,300	$	(20,844,212	)	$	(177,162	)

Net loss for the period		-		-		-		-		-		(36,408	)		(36,408	)
Balances at September 30, 2022		5,000,000	$	5,000		534,750,000	$	534,750	$	20,127,300	$	(20,880,620	)	$	(213,570	)

Net loss for the period		-		-		-		-		-		(33,131	)		(33,131	)
Balances at December 31, 2022		5,000,000	$	5,000		534,750,000	$	534,750	$	20,127,300	$	(20,913,751	)	$	(246,701	)

See notes to consolidated financial statements.

Table of Contents

WORLDWIDE NFT, INC.

(FORMERLY GOFF CORP.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~SEPTEMBER~~DECEMBER 3031, 2022 AND 2021

NOTE 1- NATURE OF OPERATIONS

Nature of Operations

~~Goff~~Worldwide ~~Corp~~NFT Inc. (the “Company”) was incorporated in the State of Nevada on July 12, 2010 under the name Goff Corp. 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.

Table of Contents

There are no stock options or warrants granted during the periods ended ~~September~~December 3031, 2022 and 2021 and none outstanding as ~~September~~December 3031, 2022 and 2021.

As of ~~September~~December 3031, 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~~December 3031, 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.

Table of Contents

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 under the name Goff Corp. 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.

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.

Table of Contents

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~~Six Months Ended ~~September~~December 3031, 2022 and 2021

In the ~~three~~six months ended ~~September~~December 3031, 2022 and 2021, we incurred professional fees of $3669,~~408~~539 and $~~130~~20,~~474~~014,352, respectively. In 2021 $5019,930,300 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~~For ~~and~~the ~~Capital~~Three ~~Resources~~Months Ended December 31, 2022 and 2021

~~The~~In ~~Company~~the inthree ~~May~~months ended December 31, 2022 and 2021, ~~was~~we ~~recently~~incurred ~~revived~~professional byfees of $33,131 and $19,890,000, respectively. In 2021 $19,890,000 of the ~~State~~professional fees were the result of ~~Nevada.~~shares ~~The~~issued ~~Company~~to ~~had~~our noCEO, ~~operations~~which ~~for~~is a ~~period~~non-cash ofexpense. ~~five~~These ~~years~~costs ~~prior~~mostly relate to ~~that~~the filing ~~when~~of ~~they~~the ~~filed~~required aSecurities ~~Form~~and 15Exchange reports as well as costs to bring current the Company with required state regulatory filings.

OnLiquidity ~~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)~~Capital 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.Resources

~~Since~~The ~~May 26, 2021, the~~ Company ~~has~~in ~~completed~~May ~~Securities~~2021 ~~and~~was ~~Exchange~~recently ~~Commission~~revived ~~filings~~by ~~to become a fully reporting company. They have brought current state regulatory filings to be compliant in~~ the State of Nevada. The Company ~~has~~had ~~commenced~~no ~~the~~operations ~~process~~for toa ~~identify~~period ~~suitable~~of ~~acquisition targets.~~five ~~The~~years ~~current~~prior ~~operating expenses incurred have been~~ to ~~get to this point. Future operating expenses will be largely funded by~~that ~~George~~when ~~Sharp~~they ~~until~~filed ~~such time as the Company can raise the necessary funding to acquire~~ a ~~business~~Form ~~and provide necessary working capital to pay for the operating expenses of the Company~~15.

AsOn ofMay ~~September 30~~26, ~~2022~~2021, weGeorge ~~had~~Sharp anwas ~~accumulated~~appointed ~~deficit~~as ofour ~~$20~~Custodian by Order Granting Motion to (1) Intervene,~~880~~ (2) Remove Custodian,~~620~~ (3) Appoint George Sharp as Custodian, and a(4) ~~working~~for ~~capital~~Temporary ~~deficit~~Restraining ofOrder ~~$213~~and Preliminary Injunction on Order Shortening Time,~~570.~~ ~~Our~~Case ~~independent~~No ~~registered~~A-20-815182-B, ~~public~~Dept. ~~accounting~~No. ~~firm~~XVI ~~has~~issued ~~provided~~by athe ~~going~~District ~~concern~~Court ~~opinion~~of onthe ~~our~~State ~~most~~of ~~recent~~Nevada ~~audited~~in ~~financial~~and ~~statements~~for Clark County (the “Court Order”). Under his authority as Custodian, George Sharp appointed himself as the sole member of ~~June~~the 30Board and President, ~~2022~~Secretary and Treasurer of the Company by resolutions of the registrant’s Board of Directors on May 26, 2021.

InSince ~~the~~May ~~future~~26, we2021, ~~will~~the ~~need~~Company tohas ~~consummate~~completed ~~one~~Securities orand ~~more~~Exchange ~~capital~~Commission ~~raising~~filings ~~transactions,~~to ~~including~~become ~~potential~~a ~~debt~~fully orreporting ~~equity~~company. ~~issuances,~~They ~~and/or~~have brought ~~generate~~current ~~material~~state ~~revenue~~regulatory ~~from~~filings anto ~~acquired~~be ~~business~~compliant orin ~~businesses~~the State of Nevada. The Company has commenced the process to ~~fund~~identify ~~our~~suitable ~~operations~~acquisition targets. WeThe ~~may~~current ~~also~~operating ~~issue~~expenses ~~shares~~incurred ofhave ~~common~~been ~~stock,~~to ~~stock~~get to this point. Future operating expenses will be largely funded by ~~options~~George orSharp ~~other~~until ~~securities~~such time as the Company can raise the necessary funding to ~~compensate~~acquire ~~our~~a ~~employees~~business orand ~~independent~~provide ~~contractors~~necessary working capital to pay for the operating expenses of the Company.

~~Net~~As ~~Cash~~of ~~used~~December by31, ~~Operating~~2022, ~~Activities:~~we had an accumulated deficit of $20,913,751 and a working capital deficit of $246,701. Our independent registered public accounting firm has provided a going concern opinion on our most recent audited financial statements as of June 30, 2022.

WeIn ~~reported~~the ~~negative~~future, ~~cash~~we ~~flow~~will ~~from~~need ~~operations~~to ~~related~~consummate toone ~~our~~or ~~continuing~~more ~~operations~~capital ~~for~~raising ~~the~~transactions, ~~three~~including ~~months~~potential ~~ended~~debt ~~September~~or 30equity issuances, ~~2022~~ and ~~2021~~/or ingenerate ~~the~~material ~~amount~~revenue offrom $0an ~~and~~acquired ~~$(50,000),~~business ~~respectively~~or businesses to fund our operations. ItWe ismay ~~anticipated~~also ~~that~~issue weshares ~~will~~of ~~continue~~common tostock, ~~report~~stock options ~~negative~~or ~~operating~~other ~~cash~~securities ~~flow~~to incompensate ~~future periods~~our employees or independent contractors.

~~Cash~~Net ~~Flows~~Cash ~~from~~used ~~Investing~~by Operating Activities:

We ~~had~~reported nonegative ~~investing~~cash ~~activities~~flow from operations related to our continuing operations for the ~~three~~six months ended ~~September~~December 3031, 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. In 2021, the net loss was offset by the non-cash charge for the shares issued to our CEO.

Cash Flows from ~~Financing~~Investing Activities:

~~For~~We ~~the~~had ~~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~~investing activities infor the ~~three~~six months ended ~~September~~December 3031, 2022 and 2021.

8Cash Flows from Financing Activities:

~~Table~~For the six months ended December 31, 2021, the only cash flows from financing activities related to the proceeds from the CEO related to the purchase of ~~Contents~~preferred shares. There were no financing activities in the six months ended December 31, 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.9

~~We anticipate~~Table ~~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.Contents

~~Item~~Based 3upon our current operations, we will need additional working capital to fund our operations over the next 12 months. ~~Quantitative~~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 ~~Qualitative~~how ~~Disclosures~~we ~~about~~can ~~Market~~raise ~~Risk~~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.

~~The~~We ~~Company~~anticipate isthat ~~not~~we ~~required~~will toincur ~~provide~~operating losses during the ~~information~~next ~~required~~12 bymonths. ~~this~~Our ~~Item~~ability asto itdevelop isand implement our business plan will be subject to a ~~“smaller~~number ~~reporting~~of ~~company~~risks,” asexpenses ~~defined~~ and difficulties frequently encountered by companies in ~~Rule~~their ~~229~~early stage of development.~~10(f)(1)~~ 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 43. ~~Controls~~Quantitative and ~~Procedures~~Qualitative ~~Limitations~~Disclosures onabout ~~Effectiveness~~Market ~~of Controls and Procedures~~Risk

The ~~term~~Company ~~“disclosure~~is ~~controls~~not ~~and~~required ~~procedures,”~~to asprovide ~~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 athis ~~company~~Item inas ~~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~~“smaller inreporting ~~the reports that it files or submits under the Exchange Act is accumulated and communicated to the~~ company~~’s management~~,” ~~including~~as ~~its principal executive and principal financial officers, or persons performing similar~~defined ~~functions,~~in asRule ~~appropriate to allow timely decisions regarding required disclosure~~229.10(f)(1).

InItem 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 objectives4. InControls ~~addition, the design of disclosure controls~~ and ~~procedures~~Procedures ~~must~~Limitations ~~reflect~~on ~~the~~Effectiveness ~~fact there are resource constraints and management is required to apply judgment in evaluating the benefits~~ of ~~possible~~Controls ~~controls~~ and ~~procedures relative to their costs.~~Procedures

~~Evaluation~~The ofterm “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~~controls and ~~Procedures~~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.

~~Our~~In ~~management,~~designing ~~with~~and ~~the~~evaluating ~~participation~~our ofdisclosure ~~our~~controls ~~Principal~~and ~~Executive~~procedures, ~~Officer~~management ~~and~~recognizes ~~Principal~~that ~~Financial~~any ~~Officer~~controls and procedures, ~~evaluated~~no matter how well designed and operated, ascan ofprovide ~~the~~only ~~end~~reasonable assurance of achieving the ~~period~~ ~~covered~~desired bycontrol ~~this~~objectives. ~~Form~~In ~~10-Q~~addition, the ~~effectiveness~~ design of ~~our~~ disclosure controls and procedures ~~(as~~must ~~defined~~reflect ~~in Rules 13a-15(e) and 15d-15(e) under~~ the ~~Exchange~~fact ~~Act).~~there ~~Based~~are onresource ~~that~~constraints ~~evaluation,~~and ~~our~~management ~~Principal~~is ~~Executive~~required ~~Officer~~to ~~and~~apply ~~Principal~~judgment in ~~Financial~~evaluating ~~Officer~~the ~~concluded~~benefits ~~our~~of ~~disclosure~~ possible controls and procedures ~~were~~relative ~~not~~to ~~effective~~their ~~at the reasonable assurance level as of March 31, 2022~~costs.

~~Changes~~Evaluation inof ~~Internal~~Disclosure ~~Control~~Controls ~~Over~~and ~~Financial Reporting~~Procedures

NoOur ~~change~~management, inwith the participation of our ~~internal~~Principal ~~control~~Executive ~~over~~Officer ~~financial~~and ~~reporting~~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(fe) and 15d-15(fe) under the Exchange Act). ~~has~~Based ~~occurred during~~on ~~the~~that ~~three~~evaluation, ~~and~~our ~~nine~~Principal ~~months~~Executive ~~ended~~Officer ~~March~~and ~~31,~~Principal ~~2022~~Financial ~~that~~Officer ~~has~~concluded ~~materially~~our ~~affected,~~disclosure controls orand isprocedures ~~reasonably~~were ~~likely~~not toeffective ~~materially~~at ~~affect,~~the ~~our internal~~reasonable ~~control~~assurance ~~over~~level ~~financial~~as ~~reporting~~of December 31, 2022.

9Changes in Internal Control Over Financial Reporting

~~Table~~No change ofin ~~Contents~~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 period ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~PART II - OTHER INFORMATION~~10

~~Item 1.~~Table ~~Legal~~of ~~Proceedings.~~Contents

WePART ~~received~~II 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)~~ byOTHER an Order dated February 22, 2022 to have the 50,000,000 shares of our common stock and 5,000,000 shares of our 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. Mr. Calasse filed the notice of appeal following the denial of his motion for reconsideration by the District Court of the State of Nevada in and for Clark County. In light of the briefing schedule, we do not expect any decision until November 2022 at the earliest.INFORMATION

WeItem ~~filed an Amended Complaint against Warwick Calasse in the in the District Court for Clark County, Nevada (Case No~~1.: ~~A-22-858709-B)~~Legal ~~on September 29, 2022 seeking compensatory and punitive damages on behalf of the Company against Mr~~Proceedings. ~~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~~We 1Areceived a notice of appeal to the Nevada Supreme Court filed May 17, 2022 by Warwick Calasse. ~~Risk~~Mr. ~~Factors~~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 our common stock and 5,000,000 shares of our 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. Mr. Calasse filed the notice of appeal following the denial of his motion for reconsideration by the District Court of the State of Nevada in and for Clark County. In light of the briefing schedule, we do not expect any decision until November 2022 at the earliest.

~~Not~~We ~~applicable~~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 ahave ~~smaller~~entered ~~reporting~~with ~~company~~the Company and that he breached the fiduciary duties he owed to the Company.

Item 21A. ~~Unregistered~~Risk ~~Sales of Equity Securities and Use of Proceeds~~Factors.

~~None~~Not applicable to a smaller reporting company.

Item 32. ~~Defaults~~Unregistered ~~Upon~~Sales ~~Senior~~of Equity Securities and Use of Proceeds.

None.

Item 43. ~~Mine~~Defaults ~~Safety~~Upon ~~Disclosures~~Senior Securities.

~~Not applicable~~None.

Item 54. ~~Other~~Mine ~~Information~~Safety Disclosures.

~~There~~Not ~~is no other information required to be disclosed under this item which was not previously disclosed~~applicable.

10Item 5. Other Information.

~~Table~~There is ofno ~~Contents~~other information required to be disclosed under this item which was not previously disclosed.

~~Item 6. Exhibits.~~11

Exhibit No.		Description
31.1		Certification by the Principal Executive Officer and Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
32.1		Certification by the Principal Executive Officer and Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*		XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q

Table of Contents

*Item 6. ~~In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed~~Exhibits.”

Exhibit No.		Description

31.1		Certification by the Principal Executive Officer and Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

32.1		Certification by the Principal Executive Officer and Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*		XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q

~~Table~~* ofIn ~~Contents~~accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”

~~SIGNATURES~~12

~~Pursuant to~~Table ~~the requirements~~ of ~~the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~Contents

	GOFF CORP.
Date: November 7, 2022	By:	/s/ George Sharp
	Name:	George Sharp
	Title:	President
		(Principal Executive Officer and Principal Financial and Accounting Officer)

SIGNATURES

12Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WORLDWIDE NFT INC.

Date: February 13, 2023	By:	/s/ George Sharp
	Name:	George Sharp
	Title:	President
		(Principal Executive Officer and Principal Financial and Accounting Officer)

Filing Compare · Worldwide NFT Inc.