WORLDWIDE NFT INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (form 10‑Q)

Please fol­low and like us:
Pin Share

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.

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.

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.



  8


  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 Six Months End­ed Decem­ber 31, 2022 and 2021

In the six months end­ed Decem­ber 31, 2022 and 2021, we incurred professional
fees of $69,539 and $20,014,352, respec­tive­ly. In 2021 $19,930,300 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.

For the Three Months End­ed Decem­ber 31, 2022 and 2021

In the three months end­ed Decem­ber 31, 2022 and 2021, we incurred professional
fees of $33,131 and $19,890,000, respec­tive­ly. In 2021 $19,890,000 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 and Cap­i­tal Resources

The Com­pa­ny in May 2021 was recent­ly revived by the State of Neva­da. The Company
had no oper­a­tions for a peri­od of five years pri­or to that when they filed a
Form 15.

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.

Since May 26, 2021, the Com­pa­ny has com­plet­ed Secu­ri­ties and Exchange Commission
fil­ings to become a ful­ly report­ing com­pa­ny. They have brought cur­rent state
reg­u­la­to­ry fil­ings to be com­pli­ant in the State of Neva­da. The Com­pa­ny has
com­menced the process to iden­ti­fy suit­able acqui­si­tion tar­gets. The current
oper­at­ing expens­es incurred have been to get to this point. Future operating
expens­es will be large­ly fund­ed by George Sharp until such time as the Company
can raise the nec­es­sary fund­ing to acquire a busi­ness and pro­vide necessary
work­ing cap­i­tal to pay for the oper­at­ing expens­es of the Company.

As of Decem­ber 31, 2022, 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.

In the future, we will need to con­sum­mate one or more cap­i­tal raising
trans­ac­tions, includ­ing poten­tial debt or equi­ty issuances, and/or generate
mate­r­i­al rev­enue from an acquired busi­ness or busi­ness­es to fund our operations.
We may also issue shares of com­mon stock, stock options or oth­er secu­ri­ties to
com­pen­sate our employ­ees or inde­pen­dent contractors.

Net Cash used by Oper­at­ing Activities:

We report­ed neg­a­tive cash flow from oper­a­tions relat­ed to our continuing
oper­a­tions for the six months end­ed Decem­ber 31, 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 Invest­ing Activities:

We had no invest­ing activ­i­ties for the six months end­ed Decem­ber 31, 2022 and
2021.

Cash Flows from Financ­ing Activities:

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
pre­ferred shares. There were no financ­ing activ­i­ties in the six months ended
Decem­ber 31, 2022.



  9


  Table of Contents



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.

We antic­i­pate 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.

© Edgar Online, source Glimpses

Source link

Please fol­low and like us:
Pin Share

Leave a Reply

Your email address will not be published. Required fields are marked *