WNFT 8-K
Worldwide NFT Inc. (WNFT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 30, 2019
Goff Corp.
(Exact name of Registrant as specified in its charter)
| Nevada | 0001528188 | 27-3129919 | ||
| (State or other jurisdiction of | (Commission File Number) | (IRS employer | ||
| incorporation or organization) | identification no.) |
| 1185 Avenue of the Americas, 3rd Floor. New York, New York 10036. |
11572 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 646 768 8417
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 5.01 Changes in Control of Registrant.
On July 9, 2020, as a result of a custodianship in Clark County, Nevada, Case Number: A-20-815182-B, Custodian Ventures LLC (“Custodian”) was appointed custodian of Goff Corp. (the “Company”).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On 11 of July 2020, Custodian appointed David Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors.
David Lazar, 30, has been CEO and Chairman of the Company since May 16, 2018. David Lazar is a private investor. Mr. Lazar has been a partner at Zenith Partners International since 2013, where he specializes in research and development, sales and marketing. From 2014 through 2015, David was the Chief Executive Officer of Dico, Inc., which was then sold to Peekay Boutiques. Since February of 2018, Mr. Lazar has been the managing member of Custodian Ventures LLC, where he specializes in assisting distressed public companies. Since March 2018, David has acted as the managing member of Activist Investing LLC, which specializes in active investing in distressed public companies. David has a diverse knowledge of financial, legal and operations management; public company management, accounting, audit preparation, due diligence reviews and SEC regulations.
Section 8 - Other Events
Item 8.01. Other Events.
The Registrant’s current contact information is listed below:
Address: 1185 Avenue of the Americas, 3rd Floor. New York, New York 10036.
Phone number: 646-768-8417
Email: [email protected]
The Registrant’s President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman of the Board of Directors is David Lazar, who may be reached at the Registrant’s address above.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 | Notice of Entry of Order in the State of Nevada, dated July 9, 2020. |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Goff Corp. | ||
| Dated: July 17, 2020 | By: | /s/ David Lazar |
| David Lazar | ||
| Chief Executive Officer | ||
2
EXHIBIT INDEX
| Exhibit No. | Document Description | |
| 99.1 | Notice of Entry of Order in the State of Nevada, dated July 9, 2020. |
3
Exhibit 99.1
| Electronically Filed | |
| 7/10/2020 11:41 AM | |
| Steven D. Grierson | |
| CLERK OF THE COURT | |
| /s/ Steven D. Grierson | |
| ORDR | |
| PETER L. CHASEY, ESQ. | |
| Nevada Bar No. 007650 | |
| CHASEY LAW OFFICES | |
| 3295 N. Fort Apache Road, Suite 110 | |
| Las Vegas, Nevada 89129 | |
| Tel: (702) 233-0393 Fax: (702) 233-2107 | |
| email: [email protected] | |
| Attorney for Petitioner | |
| CUSTODIAN VENTURES, LLC |
EIGHTH JUDICIAL DISTRICT COURT
CLARK COUNTY, NEVADA
| ) | CASE NO.: | A-20-815182-B | |
| In the Matter of | ) | DEPT NO.: | XVI |
| ) | |||
| GOFF CORP., a Nevada Corporation, | ) | ORDER APPOINTING CUSTODIAN | |
| [Nevada Entity No. E0329392010-7], | ) | [NRS 78.347(1)(B)] | |
| ) | |||
| ) | |||
| (Petition of Custodian Ventures, LLC), | ) | ||
| _____________________________________ | ) | ||
THE COURT, having considered Petitioner, CUSTODIAN VENTURES, LLC’s Motion for Appointment of Custodian for GOFF CORP., a Nevada Corporation [Nevada Entity No. E0329392010-7], proper notice having been given to the officers and directors of GOFF CORP. pursuant to NRS 78.750(2), no opposition having been received, and good cause appearing,
IT IS ORDERED, ADJUDGED AND DECREED that:
1. Petitioner CUSTODIAN VENTURES, LLC is appointed custodian of GOFF CORP.
2. CUSTODIAN VENTURES, LLC shall revive and/or reinstate GOFF CORP. with the Nevada Secretary of State.
3. CUSTODIAN VENTURES, LLC shall appoint officers and directors to serve during the Custodianship of GOFF CORP.
- 1 -
4. CUSTODIAN VENTURES, LLC is authorized to take reasonable and prudent action on behalf of GOFF CORP., including negotiating and compromising debt, executing contracts and other agreements, filing Amendments to Articles of Incorporation to change the corporation’s name, authorize additional shares, authorize additional classes of shares, designate and issue authorized common shares and preferred shares, and initiating litigation in GOFF CORP.’s name as deemed reasonable and prudent in connection with or related to the performance of the Custodian’s duties.
5. CUSTODIAN VENTURES, LLC shall provide reasonable notice to all shareholders of record of a shareholders meeting to be held after this Order is entered, and the shareholders who attend such meeting, whether in person or by proxy, shall constitute a quorum sufficient for all purposes of the meeting.
6. The record transfer agent for GOFF CORP. is hereby authorized and directed to cooperate with CUSTODIAN VENTURES, LLC concerning delivery of the shareholder list for GOFF CORP.
7. CUSTODIAN VENTURES, LLC shall file a Custodian Amendment to the Articles of Incorporation for GOFF CORP. with the Nevada Secretary of State containing the following disclosures and statements:
| (a) | Disclosures of any previous criminal, administrative, civil or National Association of Securities Dealers, Inc., or Securities and Exchange Commission investigations, violations, or convictions concerning CUSTODIAN VENTURES, LLC, or its affiliates or subsidiaries. | |
| (b) | A statement that reasonable, but ultimately unsuccessful, attempts were made to contact the officers or directors of the corporation to request that GOFF CORP. comply with Chapter 78 of the Nevada Revised Statutes. | |
| (c) | A statement that as Custodian, CUSTODIAN VENTURES, LLC, is authorized to continue the business of GOFF CORP. for the benefit of the corporation and its shareholders. |
- 2 -
| (d) | A statement that CUSTODIAN VENTURES, LLC will reinstate GOFF CORP.’s charter to do business in the State of Nevada. |
| (e) | Any other information as may be required by regulations promulgated by the Nevada Secretary of State. |
8. CUSTODIAN VENTURES, LLC, as custodian of GOFF CORP., shall submit a report to this Court of the actions taken by the Custodian every 3 months from the date of Notice of Entry of this Order while the custodianship remains active.
IT IS SO ORDERED.
Dated this 9th day of July, 2020.
 |
|
| DISTRICT COURT JUDGE | |
| CG |
| Respectfully Submitted by: | |
| CHASEY LAW OFFICES | |
| /s/ PETER L. CHASEY | |
| PETER L. CHASEY, ESQ. | |
| Nevada Bar No. 007650 | |
| 3295 N. Fort Apache Rd., Ste. 110 | |
| Las Vegas, NV 89129 | |
| Tel: (702) 233-0393 Fax: (702) 233-2107 | |
| Attorney for Petitioner | |
| CUSTODIAN VENTURES, LLC |
- 3 -