WORLDWIDE NFT INC. Management’s Discussion and Analysis of Financial Condition and Results of Operations (form 10‑Q)
Corporate Information
We were incorporated on
under the name
engage in the business of providing web-based services to connect employers in
and individuals seeking employment in the
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
we had entered into an Assignment Agreement with dated
Golden Glory Panama, as assignee, and
owners that owned 60% and 40% of the concession in return for shares of our
common stock and cash payments through
comprised of payments for the option to purchase 100% of the mining concessions
and mining development expenditures.
On
Motion to (1) Intervene, (2) Remove Custodian, (3) Appoint
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
Order”). Under his authority as Custodian,
sole member of the Board and President, Secretary and Treasurer of the Company
by resolutions of the registrant’s Board of Directors on
There had been no common or preferred stock transactions since 2013 until
29, 2021
preferred stock to
preferred stock.
On
change, and a forward 3 for 1 stock split of the common shares on
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
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
The Company’s accounting year end is
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
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.
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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
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
ourselves as a shell company until such time a suitable business can be
acquired, and we sustain operations.
For the Six Months Ended
In the six months ended
fees of
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
In the three months ended
fees of
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
had no operations for a period of five years prior to that when they filed a
Form 15.
On
Motion to (1) Intervene, (2) Remove Custodian, (3) Appoint
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
Order”). Under his authority as Custodian,
sole member of the Board and President, Secretary and Treasurer of the Company
by resolutions of the registrant’s Board of Directors on
Since
filings to become a fully reporting company. They have brought current state
regulatory filings to be compliant in the
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
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
working capital deficit of
accounting firm has provided a going concern opinion on our most recent audited
financial statements as of
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.
We reported negative cash flow from operations related to our continuing
operations for the six months ended
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
2021.
Cash Flows from Financing Activities:
For the six months ended
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
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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.
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