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GOFF Goff Corporation (PK)

0.55
0.00 (0.00%)
24 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Goff Corporation (PK) USOTC:GOFF OTCMarkets Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.55 0.4518 0.60 0.00 01:00:00

Statement of Beneficial Ownership (sc 13d)

08/04/2013 8:45pm

Edgar (US Regulatory)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

GOFF, CORP.
(Name of Issuer)

Common Shares with a par value of $0.001
(Title of Class of Securities)

36190U206
(CUSIP Number)

Goff, Corp.
Carrera 43 A # 1-50, Torre Proteccion,
Piso 6, San Fernando Plaza, Medellin, Colombia
Telephone: +57 4 605 2537
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

February 26, 2013
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


SCHEDULE 13D

---------------------                                          -----------------
CUSIP NO. 36190U206                                            Page 2 of 6 Pages
---------------------                                          -----------------

1   NAMES OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

    Warwick Adam Calasse
    --------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                  (a) [ ]
                                                                       (b) [ ]
    --------------------------------------------------------------------------
3   SEC USE ONLY

    --------------------------------------------------------------------------
4   SOURCE OF FUNDS*

    PF
    --------------------------------------------------------------------------
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
    TO ITEMS 2(d) OR 2(e)                                                  [ ]

    --------------------------------------------------------------------------
6   CITZENSHIP OR PLACE OF ORGANIZATION

    Warwick Adam Calasse is a citizen and resident of Zimbabwe, South Africa
    --------------------------------------------------------------------------
                  7  SOLE VOTING POWER
                     500,000,000(1)
     NUMBER OF       ---------------------------------------------------------
      SHARES      8  SHARED VOTING POWER
    BENEFICIALLY     n/a
     OWNED BY        ---------------------------------------------------------
       EACH       9  SOLE DISPOSITIVE POWER
     REPORTING       500,000,000 common shares
      PERSON         ---------------------------------------------------------
       WITH      10  SHARED DISPOSITIVE POWER
                     n/a
                     ---------------------------------------------------------
11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    500,000,000(1) common shares
    --------------------------------------------------------------------------
12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]


    --------------------------------------------------------------------------
13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    66.37% based on 227,250,000(2) common shares issued and outstanding as of
    March 27, 2013
    --------------------------------------------------------------------------
14  TYPE OF REPORTING PERSON*

    IN
    --------------------------------------------------------------------------

----------
(1)  Includes 50,000,000 common shares and 5,000,000 Series "A" Preferred shares
     held directly by Mr. Calasse, in addition to 5,000,000 Series "A" Preferred
     shares held by Golden Glory Resources S.A. The Series "A" Preferred Shares
     are convertible without restriction on a 1 preferred for 30 common share
     basis (300,000,000 common shares on a fully converted basis) and Includes
     1000,000 Series "A" Preferred shares convertible without restriction on a 1
     preferred for 30 common share basis (150,000,000 common shares on a fully
     converted basis). Mr. Warwick Calasse holds dispositive and voting control
     of securities held by Golden Glory Resources S.A.
(2)  As of March 8, 2013, there were 227,250,000 common shares of our company's
     common stock issued and outstanding, in addition to 10,000,000 shares of
     Series "A" Preferred Stock with 75 for 1 voting rights with the holder of
     our common stock. Each Series "A" Preferred Share is convertible to without
     restriction on the basis of 1 preferred share for 30 common shares.
     Percentages are based on 527,000,000 common shares outstanding on a fully
     converted basis.


SCHEDULE 13D

---------------------                                          -----------------
CUSIP NO. 36190U206                                            Page 3 of 6 Pages
---------------------                                          -----------------

ITEM 1. SECURITY AND ISSUER

This Statement relates to common shares with a par value of $0.001 of Goff,
Corp. (the "Issuer"). The principal executive offices of the Issuer are located
at Carrera 43 A #1-50, Torre Protection, Piso, San Fernando Plaza, Medellin,
Colombia.

ITEM 2. IDENTITY AND BACKGROUND

(a)  The name of the Reporting Person is Warrick Adam Calasse.

(b)  Mr. Calasse's address is 24 Gardener Road, Arcturus,  Ruwa, Zimbabwe, South
     Africa.

(c)  Mr. Calasse is a businessman.

(d)  Mr.  Calasse has not been convicted in any criminal  proceeding  (excluding
     traffic violations or similar misdemeanors) during the last five years.

(e)  Mr.  Calasse has not been a party to any civil  proceeding of a judicial or
     administrative  body of competent  jurisdiction  where, as a result of such
     proceeding,  there was or is a judgment,  decree or final  order  enjoining
     future  violations of, or prohibiting or mandating  activities  subject to,
     federal or state  securities  laws or finding any violation with respect to
     such laws.

(f)  Mr. Calasse is a citizen and resident of Zimbabwe, South Africa.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS

On February 26, 2013, Mr. Calasse acquired an aggregate of 108,750,000 shares of
the Issuer's common stock from Mr. O'Flynn, former Director and Officer, and Mr.
Corkery,  our former Director,  for an aggregate  consideration of $25,000.  The
parties entered into a share pursuant agreement to complete the transaction. The
funds used for this share purchase were Mr. Calasse's personal funds.

On February 28, 2013, Mr. Calasse acquired an aggregate of 100,000,000 shares of
the Issuer's  common  stock  pursuant to a consulting  agreement  regarding  the
provision of his management services as president and chief executive officer of
the Issuer.

On March 8, 2013, Mr. Calasse entered into a share  cancellation/exchange/return
to treasury  agreement  with the Issuer  wherein the Mr.  Calasse  cancelled and
returned to treasury 158,750,000 shares of the Issuer's common stock in exchange
for 5,000,000 Series A Preferred Stock in the capital of the Issuer.  The Series
"A" Preferred Shares are convertible without restriction on a 1 preferred for 30
common share basis (150,000,000 common shares on a fully converted basis).

Also on March 8, 2013, Mr. Calasse indirectly acquired an aggregate of 5,000,000
Series A  Preferred  Stock in the  capital of the Issuer,  in  consideration  of
assignment of rights attached to an assignment agreement, dated January 21, 2013
among the Issuer and Golden Glory Resources S.A., a company  incorporated  under
the laws of Panama.  The Series "A"  Preferred  Shares are  convertible  without
restriction  on a 1  preferred  for 30 common  share basis  (150,000,000  common
shares on a fully converted  basis).  Mr. Warwick Calasse holds  dispositive and
voting control of securities held by Golden Glory Resources S.A.


SCHEDULE 13D

---------------------                                          -----------------
CUSIP NO. 36190U206                                            Page 4 of 6 Pages
---------------------                                          -----------------

ITEM 4. PURPOSE OF TRANSACTION

The purpose of the transaction described above was for investment.  Depending on
market conditions and other factors,  Mr. Calasse may acquire  additional shares
of the  Issuer's  common stock as he deems  appropriate,  whether in open market
purchases,  privately  negotiated  transactions  or otherwise.  Mr. Calasse also
reserves  the right to dispose of some or all of the shares in the open  market,
in privately negotiated transactions to third parties or otherwise.

As of the date  hereof,  except as  described  above,  Mr.  Calasse  expects  to
evaluate on an ongoing basis the investment in the Issuer,  and may from time to
time  acquire  additional  or dispose  of shares of common  stock (in each case,
depending upon general investment policies, market conditions and other factors)
or formulate  other  purposes,  plans or proposals  regarding  the Issuer or the
common stock held by the Mr. Calasse to the extent deemed  advisable in light of
general  investment  policies,  market  conditions and other  factors.  Any such
acquisitions  or  dispositions  may be made,  subject to applicable law, in open
market  transactions,  privately  negotiated  transactions  or,  in the  case of
dispositions,  pursuant  to  a  registration  statement.  Mr.  Calasse  may  act
independently in evaluating and effecting any such transactions.

As of the date hereof,  except as described above, Mr. Calasse does not have any
plans or proposals which relate to or would result in:

(a)  the  acquisition by any person of additional  securities of the Issuer,  or
     the disposition of securities of the Issuer;

(b)  an extraordinary corporate transaction, such as a merger, reorganization or
     liquidation, involving the Issuer or any of its subsidiaries;

(c)  a sale or transfer  of a material  amount of assets of the Issuer or any of
     its subsidiaries;

(d)  any change in the present  board of directors or  management  of the Issuer
     including  any plans or proposals to change the number or term of directors
     or to fill any existing vacancies on the board;

(e)  any material change in the present capitalization or dividend policy of the
     Issuer;

(f)  any other material change in the Issuer's business or corporate structure;

(g)  changes in the Issuer's Certificate of Incorporation or other actions which
     may impede the acquisition of control of the Issuer by any person;

(h)  causing a class of  securities of the Issuer to be delisted from a national
     securities  exchange  or to  cease  to be  authorized  to be  quoted  in an
     inter-dealer   quotation  system  of  a  registered   national   securities
     association;

(i)  a  class  of  equity   securities  of  the  Issuer  becoming  eligible  for
     termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)  any action similar to any of those enumerated above.


SCHEDULE 13D

---------------------                                          -----------------
CUSIP NO. 36190U206                                            Page 5 of 6 Pages
---------------------                                          -----------------

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a)  As of March 27, 2013, the aggregate  number and percentage of common shares
     of the Issuer  beneficially owned by Mr. Calasse are 500,000,000(1)  common
     shares, or approximately 66.37% of the Issuer.

(b)  Mr.  Calasse has the sole power to vote or direct the vote,  and to dispose
     or direct the disposition,  of 500,000,000(1) shares of common stock of the
     Issuer.

(c)  Other than as described in Item 3 above,  Mr.  Calasse has not effected any
     transaction  in the shares of common  stock of the Issuer in the past sixty
     days.

(d)  N/A

(e)  N/A

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
        SECURITIES OF THE ISSUER

Except as set forth above or set forth in the exhibits,  there are no contracts,
arrangements,  understandings or relationships between Mr. Calasse and any other
person with respect to any securities of the Issuer.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit 1. Share Purchase Agreement, dated as of February 26, 2013, furnished as
Exhibit 10.3 to the Form 8-K filed on March 5, 2013 and is incorporated herewith
by reference.

Exhibit 2. Consulting  Agreement,  dated February 28, 2013, furnished as Exhibit
10.1 to the Form 8-K  filed on March 6,  2013 and is  incorporated  herewith  by
reference.

Exhibit 3. Share  Cancellation  Agreement,  dated  March 8, 2013,  furnished  as
Exhibit  10.3 to the  Form  8-K  filed on  March  11,  2013 and is  incorporated
herewith by reference.

Exhibit 4.  Assignment  Agreement  for La Frontera  Project dated March 8, 2013,
furnished  as  Exhibit  10.2 to the Form 8-K  filed  on  March  11,  2013 and is
incorporated herewith by reference.

Exhibit 5.  Underlying  Assignment  Agreement Among Golden Glory Resources S.A.,
Sertesaz Ltd., and C&ENER S.A. dated January 21, 2013, furnished as Exhibit 10.4
to the  Form 8-K  filed  on March  11,  2013  and is  incorporated  herewith  by
reference.


SCHEDULE 13D

---------------------                                          -----------------
CUSIP NO. 36190U206                                            Page 5 of 6 Pages
---------------------                                          -----------------

                                    SIGNATURE

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

April 8, 2013
-------------
Dated


/s/ Warwick Adam Calasse
--------------------------------------------
Signature

Warwick Adam Calasse
--------------------------------------------
Name/Title

(1)  Includes 50,000,000 common shares and 5,000,000 Series "A" Preferred shares
     held directly by Mr. Calasse, in addition to 5,000,000 Series "A" Preferred
     shares held by Golden Glory Resources S.A. The Series "A" Preferred  Shares
     are  convertible  without  restriction on a 1 preferred for 30 common share
     basis  (300,000,000  common shares on a fully converted basis) and Includes
     1000,000 Series "A" Preferred shares convertible without restriction on a 1
     preferred for 30 common share basis  (150,000,000  common shares on a fully
     converted basis).  Mr. Warwick Calasse holds dispositive and voting control
     of securities held by Golden Glory Resources S.A.
(2)  As of March 8, 2013, there were 227,250,000  common shares of our company's
     common stock issued and  outstanding,  in addition to 10,000,000  shares of
     Series "A"  Preferred  Stock with 75 for 1 voting rights with the holder of
     our common stock. Each Series "A" Preferred Share is convertible to without
     restriction  on the  basis  of 1  preferred  share  for 30  common  shares.
     Percentages are based on 527,000,000  common shares  outstanding on a fully
     converted basis.

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