12 Mar Goff Corp (GOFF) – stock updated research report
Goff Corp (GOFF) has gone through some major changes in the past few days that have now propelled it towards the top of the list of penny stocks to watch for future promotional activity.
We first profiled Goff Corp (GOFF) in a research report back on January 23, 2013 because of a 25:1 forward split. Since that time GOFF has taken many more steps towards a possible future paid promotion. The following is a re-post of our January 23, 2013 report followed by some updated research and what we will be looking for going forward.
On January 14, 2013, Goff Corp (GOFF) hit our radars because they filed an 8K for a 25:1 forward split. Along with the 25:1 forward split, GOFF raised their authorized share count from 75,000,000 to 1,875,000,000. Since all of the stock was still insider owned at the time of the forward split, it automatically puts GOFF on watch for a possible future paid promotion.
Today the forward split was cleared by FINRA.
Prior to the forward split there were 11,440,000 shares outstanding. Now there will be 286,000,000 shares outstanding, 177,250,000 of which are owned by a group of seed shareholders from Ireland that most likely know each other and are now free trading. If that doesn't scream out future paid promotion I'm not sure what does.
The following is a break down of the current GOFF share count following the 25:1 forward split:
Authorized - 1,875,000,000 shares
Outstanding - 286,000,000 shares
Gary O'Flynn (CEO) - 100,000,000 shares (restricted)
Patrick Corkery (director) - 8,750,000 shares (restricted)
Stephen Walsh - 8,750,000 shares (free trading) costing $.00012/share
John Hornibrook - 8,750,000 shares (free trading) costing $.00012/share
Kieran Walsh - 8,750,000 shares (free trading) costing $.00012/share
Kevin Crowley - 8,750,000 shares (free trading) costing $.00012/share
John Devine - 8,750,000 shares (free trading) costing $.00012/share
Patrick Crowley - 8,750,000 shares (free trading) costing $.00012/share
Alan Carroll - 8,750,000 shares (free trading) costing $.00012/share
Alan Gahan - 8,750,000 shares (free trading) costing $.00012/share
Mandy Bullman - 8,750,000 shares (free trading) costing $.00012/share
Ciara O'Driscoll - 8,750,000 shares (free trading) costing $.00012/share
Toney Rodgers - 8,750,000 shares (free trading) costing $.00012/share
Frank Twomey - 8,750,000 shares (free trading) costing $.00012/share
Brian Twomey - 8,750,000 shares (free trading) costing $.00012/share
Donal Twomey - 8,750,000 shares (free trading) costing $.00012/share
Joan Twomey - 8,750,000 shares (free trading) costing $.00012/share
Colm Norris - 6,250,000 shares (free trading) costing $.00012/share
Jeremy O'Leary - 6,250,000 shares (free trading) costing $.00012/share
Frank O'Leary - 6,250,000 shares (free trading) costing $.00012/share
Mark O'Leary - 6,250,000 shares (free trading) costing $.00012/share
Rhona O'Leary - 6,250,000 shares (free trading) costing $.00012/share
Annette O'Leary - 3,750,000 shares (free trading) costing $.00012/share
Jeremiah Grandon - 3,750,000 shares (free trading) costing $.00012/share
Paul Sutton - 1,125,000 shares (free trading) costing $.0004/share
Liam Power - 1,875,,000 shares (free trading) costing $.0004/share
Alma Crean - 1,875,000 shares (free trading) costing $.0004/share
Valerie O'Leary - 1,125,000 shares (free trading) costing $.0004/share
Michael Walsh - 1,250,000 shares (free trading) costing $.0004/share
Some background on GOFF
Goff Corp was incorporated in the state of Nevada on July 12, 2010 with Gary O'Flynn as the sole officer and Patrick Corkery as the director.
Goff Corp uses an address in Ireland and to get the S-1 approved they used a forward looking business plan to offer a service to help individuals find employment in Ireland and the UK. In the S-1, Goff Corp told the SEC that they would be developing a website at goffcareers.com, but the website was never built and in July of 2012, the domain registration expired. Goff Corp even had a "supply agreement" signed with a local Irish business called Park Management Company in which Park Management Corp (Tadhg O'Hallaran) would use the services provided by Goff Corp at a cost of $150 per individual hired, but since Goff Corp never did anything to develop its business plan the "supply agreement" was basically nothing but smoke and mirrors to help gain SEC approval for the S-1 filing.
That basically takes us to where we are today.
Goff Corp never made any real effort to develop its business plan offering even more suspicion that the shell was only created to be used for an insider enrichment scheme. All of the money raised through sale of very cheap shares to the friends and family of the CEO has already been used up.
The next step for this possible future paid promotion ticker will be a change of control and change in business operations. We will be keeping Goff Corp on watch for a future paid promotion and watching its every move until the promotion starts. I added Goff Corp to our list of tickers to watch for a future paid promotion.
Since that January 23, 2013 report a lot has happened for Goff Corp (GOFF)
Wholly owned Subsidiary is formed
On February 22, 2013, Goff Corp formed a new Nevada business entity called Golden Glory Resources Inc as a wholly owned subsidiary to be used for future acquisition agreements. The entity was incorporated by David Johnson of Groot Drakenstein, South Africa with Warwick Calasse as the sole officer. This was obviously in anticipation of a change of control about to officially take place in just 4 days.
Change of Control
On February 26, 2013, Warwick Calasse took over control of the GOFF shell. For only $25,000, Calasse acquired the 108,750,000 shares owned by Gary O'Flynn and Patrick Corkery. This amounted to a loss for Gary O'Flynn and Patrick Corkery since they paid $5,050 for the shares and were owed nearly $25,000 because of money they loaned GOFF to help pay for filing expenses. I'm sure being that GOFF is a future paid promotion ticker that arrangements have been made for O'Flynn and Corkery so that this venture was still profitable and no money was actually lost.
Gary O'Flynn and Patrick Corkery resigned from all of their positions, and Warwick Calasse became the sole officer/director of the Goff Corp (GOFF) shell.
Warwick Calasse is 30 years old. His background is in raising and training horses where he split time on stables in the UK and in Southern Africa.
The arrest of Gary O'Flynn
The timing of the change of control couldn't have been better because Gary O'Flynn ended up getting arrested and charged with soliciting a murder on March 4, 2013. The offenses occurred between October 1, 2012 and February 15, 2013. The intended victims were Det Garda Mary Skehan, Revenue Commissioner official George Ross and accountant Patrick Sweeney. On March 5, 2013, Gary O'Flynn was refused bail.
Employment agreement / Preferred shares
Two days after taking over the GOFF shell, on February 28, 2013, Warwick Calasse issued himself 100,000,000 more shares as part of his new employment agreement for the next 12 months. This gave Warwick Calasse 54.08% of the outstanding shares and thus voting control.
Warwick Calasse then used that voting control to authorize a series of preferred shares. The 10,000,000 series A preferred shares are entitled to 75 votes each and convert into common stock at a ratio of 30 common shares for each preferred share.
On March 8, 2013, Warwick Calasse cancelled 158,750,000 of his common shares and replaced them with 5,000,000 preferred shares. This left Warwick Calasse with 50,000,000 common shares and 5,000,000 preferred shares.
Definitive Agreement / Panama Entity
On March 8, 2013, Goff Corp (GOFF) used their wholly owned subsidiary, Golden Glory Resources Inc to sign an agreement with a Panamanian entity called Golden Glory Resources S.A. Obviously, this agreement had been planned for a while.
GOFF acquired an option to purchase a 100% interest in and to a certain Columbian mining concession known as La Frontera (The Frontier) Project, code number LGC-15011, located in the Aguadas region, Caldas Department, Republic of Colombia.
In consideration of the assignment of rights, GOFF issued to Golden Glory Panama 5,000,000 shares of the Series A Preferred Stock (convertible into 150,000,000 common shares), and agreed to assume all obligations of Golden Glory Panama pursuant to the Assignment Agreement dated January 21, 2013 between Golden Glory Panama, as assignee, and Sertesaz Ltd., and C&ENER SA, the current Colombian owners which own 60% and 40% of the concession, respectively. Those obligations consist of the following:
$120,000 payable in 6 equal quarterly installments starting on March 31, 2013
$40,000 payable in two equal installments by September 30, 2015 and December 31, 2015, respectively
an annual payment of approximately $12,500 (beginning August 20, 2013) in respect of state surface fees for the property
completion of a $1,500,000 work program by March 7, 2015
The address for GOFF has now been moved to 9 Carrera 43 A # 1-50, Torre Proteccion, Piso 6, San Fernando Plaza, Medellin, Colombia.
That takes us to where we are now.
Current Share Count
- Authorized common - 1,8750,000,000 shares
- Authorized preferred - 10,000,000 shares
- Outstanding common - 227,250,000 shares
- Outstanding Preferred - 10,000,000 shares (convertible into 300,000,000 common shares)
- Float - 177,250,000 shares
- Warwick Calasse - 50,000,000 commons and 5,000,000 preferred (convertible into 150,000,000 commons)
- Golden Glory Resources S.A. - 5,000,000 preferred (convertible into 150,000,000 common shares)
- Seed shareholders - 177,250,000 shares (free trading)
What to look for next
So we now have a horse trainer from Southern Africa running a penny stock mining company. That doesn't sound suspicious at all does it (sarcasm)
Goff Corp (GOFF) has the perfect share structure (177,250,000 free trading shares) for a major email spam campaign. Combine that with the Panamanian entity that now controls another potential 150,000,000 free trading common shares (fully converted) and this one should be on high alert from this day forward.
I am watching a couple of domains for publication - goffcorporation.com was registered on 2/24/13, goldengloryresources.com was registered on 2/22/13.
As DMHI has already taught many, it is not smart to front load a pre-promo ticker too early or to create speculation. For now we will sit back and watch for signs of a possible promotion coming. It could be days or weeks before anything definite starts to develop, but as things develop we will keep our members informed.