Item
1. Financial Statements.
The
accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for
interim financial information and in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles for complete financial statements.
In
the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments
necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods
presented.
The
results for the periods ended January 31, 2021 are not necessarily indicative of the results of operations for the full year.
GOLIATH
FILM AND MEDIA HOLDINGS
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
|
|
January 31
|
|
|
April 30,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
38,448
|
|
|
$
|
155
|
|
|
Deposits
|
|
|
299
|
|
|
|
299
|
|
|
Total current assets
|
|
|
38,747
|
|
|
|
454
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
38,747
|
|
|
$
|
454
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
14,714
|
|
|
$
|
16,527
|
|
|
Accounts payable – related party
|
|
|
96,910
|
|
|
|
67,350
|
|
|
Total current liabilities
|
|
|
111,624
|
|
|
|
83,877
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
111,624
|
|
|
|
83,877
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficit
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value, 1,000,000 shares authorized; no shares issued and outstanding at January 31,
2021 and April 30, 2020, respectively
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, $0.001 par value, 300,000,000 shares authorized; 138,964,917 and 138,964,917
shares issued and outstanding, at January 31, 2021 and April 30, 2020, respectively
|
|
|
138,966
|
|
|
|
138,966
|
|
|
Additional paid in capital
|
|
|
451,500
|
|
|
|
451,500
|
|
|
Common stock to be issued
|
|
|
381,532
|
|
|
|
381,532
|
|
|
Accumulated deficit
|
|
|
(1,044,875
|
)
|
|
|
(1,055,421
|
)
|
|
Total stockholders’ deficit
|
|
|
(72,877
|
)
|
|
|
(83,423
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ deficit
|
|
$
|
38,747
|
|
|
$
|
454
|
|
See
accompanying notes to unaudited condensed consolidated financial statements
GOLIATH
FILM AND MEDIA HOLDINGS
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
|
|
|
For the Nine Months Ended
|
|
|
For the Three Months Ended
|
|
|
|
|
January 31,
|
|
|
January 31,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Film production revenues
|
|
$
|
38,366
|
|
|
|
13,954
|
|
|
$
|
38,366
|
|
|
|
3,361
|
|
|
Cost of sales
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Gross profit
|
|
|
38,366
|
|
|
|
13,954
|
|
|
|
38,366
|
|
|
|
3,361
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
27,820
|
|
|
|
28,674
|
|
|
|
4,706
|
|
|
|
3,380
|
|
|
Total operating expenses
|
|
|
27,820
|
|
|
|
14,720
|
|
|
|
4,706
|
|
|
|
3,380
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
10,546
|
|
|
|
(14,720
|
)
|
|
|
33,660
|
|
|
|
(19
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax
|
|
|
10,546
|
|
|
|
(14,720
|
)
|
|
|
33,660
|
|
|
|
(19
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
10,546
|
|
|
$
|
(14,720
|
)
|
|
$
|
33,660
|
|
|
$
|
(19
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.00
|
|
|
$
|
(0.00
|
)
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
Diluted
|
|
$
|
0.00
|
|
|
$
|
(0.00
|
)
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
138,964,917
|
|
|
|
138,964,917
|
|
|
|
138,964,917
|
|
|
|
138,964,917
|
|
|
Diluted
|
|
|
138,964,917
|
|
|
|
138,964,917
|
|
|
|
138,964,917
|
|
|
|
138,964,917
|
|
See
accompanying notes to unaudited condensed consolidated financial statements.
GOLIATH
FILM AND MEDIA HOLDINGS
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ DEFICIT
(unaudited)
|
|
|
Common Stock
|
|
|
Additional Paid in
|
|
|
Common Stock to
|
|
|
Accumulated
|
|
|
Total
Stockholders’
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
be Issued
|
|
|
Deficit
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, November 1, 2020
|
|
|
138,964,917
|
|
|
$
|
138,966
|
|
|
$
|
451,500
|
|
|
$
|
381,532
|
|
|
$
|
(1,078,535
|
)
|
|
$
|
(106,537
|
)
|
|
Net profit, three months ended January 31, 2021
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
33,660
|
|
|
|
33,660
|
|
|
Balances, January 31, 2021
|
|
|
138,964,917
|
|
|
$
|
138,966
|
|
|
$
|
451,500
|
|
|
$
|
378,442
|
|
|
$
|
(1,044,875
|
)
|
|
$
|
(72,877
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, May 1, 2020
|
|
|
138,964,917
|
|
|
$
|
138,966
|
|
|
$
|
451,500
|
|
|
$
|
381,532
|
|
|
$
|
(1,055,421
|
)
|
|
$
|
(83,423
|
)
|
|
Net profit, nine months ended January 31, 2021
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10,546
|
|
|
|
10,546
|
|
|
Balances, January 31, 2021
|
|
|
138,964.917
|
|
|
$
|
138,966
|
|
|
$
|
451,500
|
|
|
$
|
381,532
|
|
|
$
|
(1,044,875
|
)
|
|
$
|
(72,877
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, November 1, 2019
|
|
|
138,964,917
|
|
|
$
|
138,966
|
|
|
$
|
451,500
|
|
|
$
|
378,532
|
|
|
$
|
(1,039,451
|
)
|
|
$
|
(67,453
|
)
|
|
Net loss, three months ended January 31, 2020
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(19
|
)
|
|
|
(19
|
)
|
|
Balances, January 31, 2020
|
|
|
138,964,917
|
|
|
$
|
138,966
|
|
|
$
|
451,500
|
|
|
$
|
378,532
|
|
|
$
|
(1,039,470
|
)
|
|
$
|
(67,472
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, May 1, 2019
|
|
|
138,964,917
|
|
|
$
|
138,966
|
|
|
$
|
451,500
|
|
|
$
|
381,532
|
|
|
$
|
(1,024,750
|
)
|
|
$
|
(52,752
|
)
|
|
Net loss, nine months ended January 31, 2020
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(14,720
|
)
|
|
|
(14,720
|
)
|
|
Balances,
January 31, 2020
|
|
|
138,964,917
|
|
|
$
|
138,966
|
|
|
$
|
451,500
|
|
|
$
|
381,532
|
|
|
$
|
(1,039,470
|
)
|
|
$
|
(67,472
|
)
|
See
accompanying notes to consolidated financial statements
GOLIATH
FILM AND MEDIA HOLDINGS
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
|
|
|
For the Nine Months Ended,
|
|
|
|
|
January 31, 2021
|
|
|
January 31, 2020
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
10,546
|
|
|
$
|
(14,720
|
)
|
|
Adjustments to reconcile income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
Expenses paid on behalf of company – related party
|
|
|
25,556
|
|
|
|
19,602
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
|
2,191
|
|
|
|
(5,506
|
)
|
|
Net cash provided by (used in) operating activities
|
|
|
38,293
|
|
|
|
(624
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
None
|
|
|
—
|
|
|
|
—
|
|
|
Net cash provided by investing activities
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
None
|
|
|
—
|
|
|
|
—
|
|
|
Net cash used in financing activities
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalent
|
|
|
38,293
|
|
|
|
(624
|
)
|
|
Cash and cash equivalent at beginning of period
|
|
|
155
|
|
|
|
822
|
|
|
Cash and cash equivalent at end of period
|
|
$
|
38,448
|
|
|
$
|
198
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
Accounts payable paid by related party
|
|
$
|
4,004
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of cash flow Information:
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Cash paid for taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
See
accompanying notes to unaudited condensed consolidated financial statements
GOLIATH
FILM AND MEDIA HOLDINGS
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS AND NINE MONTHS ENDED JANUARY 31, 2021 AND 2020
NOTE
1 – CONDENSED FINANCIAL STATEMENTS
The
accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to present fairly the financial position, results and operations and
cash flows at January 31, 2021 and for all periods presented herein, have been made.
Certain
information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and notes thereto included in the Company’s April 30, 2020
and 2019 audited financial statements filed on Form 10K on August 13, 2020. The results of operations for the periods ended January
31, 2021 and 2020 are not necessarily indicative of the operating results for the full years.
NOTE
2 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
On
October 31, 2011 (the “Closing Date”), China Advanced Technology (an entity formed on February 16, 2010 in the State
of Nevada) acquired Goliath Film and Media International, a California corporation, by issuing 47,000,000 shares of its Common
Stock, constituting 70.1% of the outstanding shares after giving effect to their issuance and the cancellation of 15,619,816 shares
held by China Advanced Technology’s prior control person. Immediately following the Closing, 67,100,000 shares were issued
and outstanding. On the Closing Date, the name of China Advanced Technology was changed to Goliath Film and Media Holdings (“Goliath”
or “the Company”). All share numbers herein have been adjusted for an eight-for-1 forward stock split affected as
of the Closing Date. The forward stock split was reflected in the trading market on February 13, 2012. The transaction was accounted
for as a reverse acquisition in which Goliath Film and Media International is deemed to be the accounting acquirer, and the prior
operations of Goliath (formerly China Advanced Technology) are consolidated for accounting purposes. Since Goliath had no operations,
assets, or liabilities as of the Closing, no audit of that entity was required under the materiality thresholds of Regulation
S-X Rule 8-04.
Organization,
Nature of Business and Trade Name
The
Company is engaged in the production and distribution of motion pictures and television content. The Company has realized revenues
from its planned principal business purpose however these revenues are declining with no additional revenues presently being anticipated.
Principles
of Consolidation
The
accompanying condensed consolidated financial statements includes the accounts of Goliath Film and Media Holdings and its subsidiary,
Goliath Film and Media International (“Goliath” or “the Company”). All intercompany accounts and transactions
have been eliminated.
Basis
of Presentation
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ
from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing
and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal
accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions
are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present
fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.
Use
of Estimates
The
preparation of financial statements in accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial
condition and results of operations during the period in which such changes occurred.
GOLIATH
FILM AND MEDIA HOLDINGS
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS AND NINE MONTHS ENDED JANUARY 31, 2021 AND 2020
Actual
results could differ from those estimates. The Company’s financial statements reflect all adjustments that management believes
are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
Cash
and Cash Equivalents
For
purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of
three months or less to be cash equivalents.
Accounts
Receivable
Accounts
receivable, if any, are carried at the expected net realizable value. The allowance for doubtful accounts, when determined, will
be based on management’s assessment of the collectability of specific customer accounts and the aging of the accounts receivable.
If there were a deterioration of a major customer’s creditworthiness, or actual defaults were higher than historical experience,
our estimates of the recoverability of the amounts due to us could be overstated, which could have a negative impact on operations.
The
Company currently does not have any accounts receivable. The above accounting policies will be adopted upon the Company carrying
accounts receivable.
Films
and Television Costs
The
Company capitalizes production costs for films produced in accordance with ASC 926-20, “Entertainment-Films - Other Assets
- Film Costs”. Accordingly, production costs are capitalized at actual cost and then charged against revenue quarterly as
a cost of production based on the relative fair value of the film(s) delivered and recognized as revenue. The Company evaluates
its capitalized production costs annually and limits recorded amounts by its ability to recover such costs through expected future
sales.
Revenue
Recognition
On
January 1, 2018, the Company adopted Accounting Standards Codification ASC 606 (“ASC 606”), Revenue from Contracts
with Customers, using the modified retrospective approach for all contracts not completed as of the date of adoption.
The
Company generates all of its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance
obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we
expect to receive in exchange for those services. The Company determines revenue recognition through the following steps:
|
|
1.
|
Identification
of the contract, or contracts, with a customer.
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|
2.
|
Identification
of the performance obligations in the contract.
|
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|
3.
|
Determination
of the transaction price.
|
|
|
4.
|
Allocation
of the transaction price to the performance obligations in the contract
|
|
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5.
|
Recognition
of revenue when, or as, we satisfy a performance obligation.
|
At
contract inception, the Company assesses the services promised in our contracts with customers and identifies a performance obligation
for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations,
the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied
by customary business practices. The Company allocates the transaction prices to the performance obligations.
The
Company provides for an allowance for doubtful accounts based on history and experience considering economic and industry trends.
The Company does not have any off-Balance Sheet exposure related to its customers.
GOLIATH
FILM AND MEDIA HOLDINGS
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS AND NINE MONTHS ENDED JANUARY 31, 2021 AND 2020
The
Company recognizes revenue when the distributor confirms to the Company that the film has been delivered to the distributor with
all technical and document deliveries received, waived or deferred and the film has been entered into the distributor’s
rights system.
The
Company evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned
as commissions. Generally, when the Company is primarily obligated in a transaction, are subject to inventory risk, have latitude
in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded at the gross
sale price. The Company generally records the net amounts as commissions earned if we are not primarily obligated and do not have
latitude in establishing prices. The Company records all revenue transactions net of fees paid to Mar Vista Entertainment, LLC
(“Mar Vista”).
We
had revenues of $38,366 and $38,366, and $3,361 and $13,954 for the three and nine months ended January 31, 2021 and 2020, respectively.
Advertising
Advertising
expenses are recorded as general and administrative expenses when they are incurred. There was no advertising expense for the
three months and nine months ended January 31, 2021 and 2020.
Research
and Development
All
research and development costs are expensed as incurred. There was no research and development expense for the three months and
nine months ended January 31, 2021 and 2020.
Income
tax
We
account for income taxes under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) No. 740, Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC
740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes
the enactment date.
Fair
Value of Financial Instruments
The
Company follows the provisions of ASC 820. This Topic defines fair value, establishes a measurement framework and expands disclosures
about fair value measurements.
The
Company uses fair value measurements for determining the valuation of derivative financial instruments payable in shares of its
common stock. This primarily involves option pricing models that incorporate certain assumptions and projections to determine
fair value. These require management’s judgment.
Fair
Value Measurements
FASB
ASC Topic 825, Financial Instruments, requires disclosures about fair value of financial instruments in quarterly reports
as well as in annual reports. For the Company, this statement applies to certain investments and long-term debt. Also, the FASB
ASC Topic 820, Fair Value Measurements and Disclosures, clarifies the definition of fair value for financial reporting,
establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements.
Various
inputs are considered when determining the value of the Company’s investments and long-term debt. The inputs or methodologies
used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. These
inputs are summarized in the three broad levels listed below.
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●
|
Level
1 – observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets.
|
GOLIATH
FILM AND MEDIA HOLDINGS
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS AND NINE MONTHS ENDED JANUARY 31, 2021 AND 2020
|
|
●
|
Level
2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk,
etc.).
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|
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●
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Level
3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of
investments).
|
The
Company’s adoption of FASB ASC Topic 825 did not have a material impact on the Company’s consolidated financial statements.
The
carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial
assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs.
The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods.
Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial
statement is prepared. The Company had no financial assets and/or liabilities carried at fair value on a recurring basis at January
31, 2021, assets and liabilities approximate fair value due to their short term nature.
The
availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors including
the type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For
many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted
by market participants, and the valuation does not require significant management discretion. For other financial instruments,
pricing inputs are less observable in the market and may require management judgment.
Basic
and diluted earnings per share
Diluted
earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject
to redemption) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported,
the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
The
total number of potential additional dilutive securities outstanding for the three months and nine months ended January 31, 2021
and 2020 was none.
Concentrations,
Risks, and Uncertainties
The
Company had one customer, Mar Vista Entertainment, that accounted for 100% of total revenue in the three and nine months ended
January 31, 2021 and 2020, respectively.
The
Company had one supplier that accounted for 55% and 91% of total expenditures for the three months ended January 31, 2021 and
2020, respectively. There were two suppliers that accounted for 80% and 98% of total expenditures for the nine months ended January
31, 2021 and 2020, respectively.
Stock
Based Compensation
In
accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), we measure the compensation
costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements
over the period during which employees are required to provide services. Share-based compensation arrangements include stock options,
restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation
cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective
vesting periods of the option grant. We apply this statement prospectively. Equity instruments (“instruments”) issued
to other than employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC No. 505, Equity
Based Payments to Non-Employees (“ASC 505”) defines the measurement date and recognition period for such instruments.
In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the
non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized
over a period based on the facts and circumstances of each particular grant as defined in the ASC 505.
GOLIATH
FILM AND MEDIA HOLDINGS
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS AND NINE MONTHS ENDED JANUARY 31, 2021 AND 2020
Recently
Enacted Accounting Standards
The
Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.
NOTE
3 – COMMON STOCK
The
Company has authorized 1,000,000 shares of preferred stock, $0.001 par value, with such rights, preferences and designation and
to be issued in such series as determined by the Board of Directors. No shares of preferred stock are issued and outstanding at
January 31, 2021 or 2020.
The
Company has authorized 300,000,000 shares of par value $0.001 common stock, of which 138,964,917 and 138,964,917 shares are outstanding
at January 31, 2021 and April 30, 2020, respectively. No shares of common stock have been issued during the three and nine months
ended January 31, 2021.
As
of January 31, 2021, the Company has not issued an aggregate of 38,153,269 common shares to three shareholders (a total of 32,153,269
to related parties and 6,000,000 to a third party). These shares are reflected in the above disclosures.
NOTE
4 - GOING CONCERN
The
Company’s financial statements are prepared using accounting principles generally accepted in the United States of America
applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course
of business. However, the Company does not have significant cash or other current assets, nor does it have an established source
of revenues sufficient to cover its operating costs, which raises substantial doubt about our ability to continue as a going concern
for a period of one year from the issuance of these financial statements.
Under
the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither
the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations.
Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge
its liabilities in the normal course of business.
The
ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described
in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any
adjustments that may be necessary if the Company is unable to continue as a going concern.
During
the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its
business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission. The Company
may experience a cash shortfall and be required to raise additional capital.
Historically,
the Company has relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and
growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through
loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s
failure to do so could have a material and adverse effect upon its and its shareholders.
In
the past year, the Company funded operations through contributions from officers and affiliates of the Company. For the coming
year, the Company plans to continue to fund the Company through debt and securities sales and issuances, focus on a possible joint
venture or merger until the company generates revenues through the operations of such merged company or joint venture as stated
above.
NOTE
5 - RELATED PARTY TRANSACTIONS
During
the three months and nine months ended January 31, 2021 and 2020, the Company made no payments to C&R Films for film production
costs and reimbursement of various expenses. C&R paid expenses totaling $597 and $12,591 and $0 and $1,422 in the three months
and nine months ended January 31, 2021 and 2020, respectively, in operating expenses including rent, filing expenses, and accounting
costs on behalf of the Company. C&R Films is controlled by Lamont Robert, CEO and acting CFO of the Company. The Company has
a balance owed to C&R Films of $48,096 at January 31, 2021.
GOLIATH
FILM AND MEDIA HOLDINGS
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS AND NINE MONTHS ENDED JANUARY 31, 2021 AND 2020
During
the three months and nine months ended January 31, 2021 and 2020, the Company made no payments to Dos Cabezas for film production
costs and reimbursement of various expenses. Dos Cabezas paid expenses totaling $0 and $7,394 and $0 and $7,000 in the three months
and nine months ended January 31, 2021 and 2020, respectively, in operating expenses including accounting costs on behalf of the
Company. Dos Cabezas is controlled by Lamont Robert, CEO and acting CFO of the Company. The Company has a balance owed to Dos
Cabezas of $14,394 at January 31, 2021.
During
three months and nine months ended January 31, 2021 and 2020, Kevin Frawley, an affiliate, paid expenses totaling $0 and $0 and
$0 and $5,000, respectively, in operating expenses, including audit fees, on behalf of the Company. The Company has a balance
owed to Mr. Frawley of $16,090 at January 31, 2021.
During
the three months and nine months ended January 31, 2021 and 2020, the Company made no payments to Mike Criscione, Director, for
reimbursement of various expenses. During the three and nine months ended January 31, 2021 and 2020, Mr. Criscione expenses totaling
$2,575 and $9,575 and $3,090 and $6,180, respectively, in operating expenses, including audit fees, on behalf of the Company.
The Company has a balance owed to Mr. Criscione of $18,330 at January 31, 2021.
Related
party transactions have been disclosed in the other notes to these financial statements.
NOTE
6 – COMMITMENTS AND CONTINGENCIES
Production
Agreements
On
April, 1, 2015 Goliath signed an agreement whereby the Company agree to invest $15,000 to KKO Productions to produce a feature
length film known as “Forgiven”. Per the agreement Goliath will receive 15% of adjusted gross proceeds after its initial
investment has been entirely recouped through adjusted gross proceed. Additionally, the Company will receive two on screen credits
as Executive Producer as well as receiving credit on all advertising, publicity and packaging of the film. The Company recorded
an impairment of film production costs of $15,000 for the fiscal year ended April 30, 2018.
Legal
The
Company is not a party to or otherwise involved in any legal proceedings.
In
the ordinary course of business, from time to time the Company may be involved in various pending or threatened legal actions.
The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse
effect upon the Company’s financial condition and/or results of operations. However, in the opinion of management, other
than as set forth herein, matters currently pending or threatened against the Company are not expected to have a material adverse
effect on its financial position or results of operations.
Fee
Agreement
In
January 2019, the Company entered into an agreement with a third party whereby the Company would pay a 10% fee of any gross revenues
as a result of any licensing agreements brought to the Company. The Company had no revenue from these sources.
NOTE
7 – SUBSEQUENT EVENTS
There
were no events subsequent to January 31, 2021, and up to the date of this filing that would require disclosure.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward
Looking Statement Notice
Certain
statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning
of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or
achievements of Goliath Film and Media Holdings, (“we”, “us”, “our” or
the “Company”) to be materially different from any future results, performance or achievements expressed or
implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that
involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving
the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things,
future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to
predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying
the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance
the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation
by the Company or any other person that the objectives and plans of the Company will be achieved.
Description
of Business
Background.
The
Company was incorporated in Nevada on February 16, 2010 under the name “China Advanced Technology” as the successor
by merger to Vitalcare Diabetes Treatment Centers, Inc. (“Vitalcare”). In February and March 2010, Vitalcare underwent
a holding company reorganization under Delaware law, pursuant to which it became a wholly-owned subsidiary of Vitalcare Holding
Corporation, and Vitalcare, together with its assets and liabilities, was sold to a non-affiliated third party. Vitalcare Holding
Corporation subsequently reincorporated in Nevada by merger into China Advanced.
Vitalcare
was in the business of administering medical clinics specializing in diabetes treatment. It was the successor to Network Financial
Services, Inc. (“Network”), which went public in an underwritten offering in 1987. Network was engaged in mortgage
origination, and changed its name to Westmark Group Holdings (“Westmark”) in 1993 in connection with the acquisition
of Westmark Mortgage from Primark Corporation. Westmark ceased operations at some time in 2006, and in 2006 ceased filing reports
under the Securities Exchange Act of 1934. The corporate entity was thereafter known as Viking Consolidated, Inc. (2006), Tailor
Aquaponics World Wide, Inc. (2007) and Diversified Acquisitions (2007) until it entered the medical clinic business in early 2008.
The Company has no information regarding any business activities from 2006 after the mortgage origination business closed, to
early 2008.
On
October 25, 2011, Goliath Film and Media International, a Nevada corporation, entered into an Agreement and Plan of Reorganization
(the “Exchange Agreement”), pursuant to which Goliath Film and Media International was acquired by China Advanced
Technology. Prior to the acquisition, our principal operations consisted of internet marketing, and were conducted through a wholly
owned subsidiary, Live Wise, Inc. Live Wise was disposed of on October 31, 2011 for cancellation of debt and shares described
below. At the Closing Date, there were no assets or liabilities on China Advanced Technology’s balance sheets.
The
transaction closed on October 31, 2011 (the “Closing Date”). On the Closing Date China Advanced Technology acquired
Goliath Film and Media International by issuing 47,000,000 shares of its Common Stock, constituting 70.1% of the outstanding shares
after giving effect to their issuance and the cancellation of 15,619,816 shares held by China Advanced Technology’s prior
control person. Immediately following the Closing, 67,100,000 shares were issued and outstanding. On the Closing Date, the name
of China Advanced Technology was changed to Goliath Film and Media Holdings. All share numbers herein have been adjusted for an
eight-for-1 forward stock split affected as of the Closing Date. The forward stock split was reflected in the trading market on
February 13, 2012.
Overview.
Goliath
Film and Media Holdings, through its wholly-owned subsidiaries Goliath Film and Media International and Goliath Movie Partners
1, LLC (collectively, “Goliath” or the “Company”), develops, produces and licenses for distribution, domestically
and internationally, quality digital content with an emphasis on “niche” markets of the feature motion picture and
television content segments of the entertainment industry, such as, without limitation, education, faith-based, horror and socially
responsible minority content. Goliath does not intend to engage in domestic theatrical distribution of motion pictures to any
significant extent.
In
qualified cases, Goliath will develop screenplays that will be outsourced to an independent entity for production, but will be
licensed for distribution through the Company. Also, in certain cases Goliath will produce content that is tied to working with
an established distributor that provides an advance or minimum guarantee for the production of a project that will be licensed
by the participating distributor. Goliath plans to produce content and to distribute domestically and internationally, through
a wide distribution network which includes major international theatrical exhibitors, and other distributors and television networks.
We plan to utilize corporate sponsorships as a means of reducing the costs of advertising and marketing in distribution. Further,
we may augment our marketing efforts with a limited and strategically focused advertising campaign in traditional “print”
media with press releases targeted specifically toward standard entertainment industry trade journals and publications on an “as
needed” basis as well as the inclusion of targeted “social media” campaigns.
Goliath’s
revenue model includes receiving revenue from distribution fees. A limited number of its content properties include projects developed
and produced by Goliath and those produced by an independent third party production companies.
Distribution
Rights
The
Company has the following distribution rights, with previous distribution contracts expiring. The Company is focusing on its production
side of its business at the present time with the exception of the following films listed below:
On
February 13, 2012, the Company announced that it has acquired the distribution rights to the following motion pictures: Seducing
Spirits, The Perfect Argument, Marina Murders, Film Struggle, Divorce in America, A Wonderful Summer, The Truth About Layla, Living
with Cancer, and The Biggest Fan. Under the distribution agreements, Goliath will receive 30% of the gross revenues for each
picture it distributes. In general, the Company’s distribution contracts cover both domestic and international licensing
agreements; however, for the picture The Biggest Fan, the Company obtained limited distribution rights. No revenue has
been recognized to date.
Production
Agreements
On
January 21, 2018 Goliath entered into seven separate Representation Agreements with different parties but identical terms accounting
for thirty-five intellectual property being represented. The properties include the following:
Mother
of Justice (Drama- Strong Female Lead), ERT (Emergency Rescue Team) (Drama - Strong Female Lead), Waiting for the Guy (Original
Sit Com), The Alicia Alonso Story (Movie - Strong Female Latin Lead), Timmy Travels Thru Time (Kids Entertaining and Educational),
Keeping Score (A Women’s Guide to Men’s Sports), Sports The Ugly Dog (Animated), Hour Glass Bride (Reality TV), Ready
to Look Younger (Reality TV). Beverly Hills Country Club (Soap Opera - Web Series), Lessons in Love (Feature - Romantic Comedy)
Property 12, Last Moment in Time (Drama), The House of Temptation - (Thriller), Across the Hands of Time-(Special), Across the
Hands of Time - (Special-BLK Network), Lafayette (In Development) - (Historical. Horse Haven (Special), Rescue Horses - California
Fires, Shock Incarceration - Documentary – Complete, Changing Lives - Changing History - Changing Time - (BLK NW), Southern
Christmas - Holiday Movie Transformational Programs: Mind Dive - Meditations for Peace (Michel Pascal), Quiet Callings-Daily Mediations
(Fred Johnson), Super Camp-Quantum Learning (Bobbi and Joe De Porter) Pilates for Kids, Pilates for Everybody. Keeping Score-A
Parent’s Guide to Kid’s Sports Temporary Insanity, Five Finger Fold, Underdeveloped, Ford Escort, Death Visit, Till
There Was You and Catching Dreams.
The
purpose of all seven Representation Agreements is for the purpose of obtaining domestic and foreign licensing on an exclusive
basis for the intellectual properties in all media outlets. In all of the Representation Agreements Goliath will receive 10% of
gross proceeds on licensing in all domestic and foreign territories and 10% equity/ownership in the intellectual as part of its
compensation. Additionally, Goliath will be given two separate credits as Executive Producer in all intellectual property(s) that
are licensed through Goliath’s efforts. Further included would be an “In Association With” credit for Goliath.
The terms of the Agreements were 12 months ending on January 21, 2019.
On
March 4, 2016, we signed a distribution agreement with Mar Vista Entertainment, LLC (“Mar Vista”) to distribute a
feature length motion picture currently completed. Per the agreement, we received $125,000 in advance payments per an agreed delivery
schedule for providing distribution rights on the motion picture “Bridal Bootcamp” a romantic comedy movie produced
by Goliath for delivery to Mar Vista for distribution. Additionally, Mar Vista will receive 35% of the gross proceeds for a period
of 25 years on the motion picture. As of October 31, 2016, the Company has received $125,000 of the advance payments. Bridal Boot
Camp was completed in October 2016 resulting in the recognition of the advance payments as revenue of $125,000 in October 2016.
Mar Vista is distributing this film.
On
September 18, 2015, we signed a distribution agreement with Mar Vista to distribute a feature length motion picture currently
completed. Per the agreement, we received $125,000 in advance payments per an agreed delivery schedule for providing distribution
rights on the motion picture “Merry Exes” retitled “Girlfriends of Christmas Past” a Christmas holiday
movie produced by Goliath and delivered to Mar Vista. for distribution. Additionally, Mar Vista will receive 35% of the gross
proceeds for a period of 25 years on the motion picture. As of July 31, 2016, we have received $125,000 of the advance payments.
“Merry Exes” “Girlfriends of Christmas Past was completed June 6, 2016 resulting in the recognition of the advance
payments as revenue of $125,000 in June 2016. Mar Vista distributed this movie to UPTV.
On
May 20, 2015, we signed a distribution agreement with Mar Vista to distribute a feature length motion picture currently completed
by us and being licensed by Mar Vista. Per the agreement, we received $175,000 in advance payments per an agreed delivery schedule
for providing distribution rights on the motion picture “Terror Birds” a science fiction movie produced by Goliath
and delivered to Mar Vista. for distribution. Additionally, Mar Vista will receive 30% of the gross proceeds for a period of 25
years on the film. As of April 30, 2016, the Company had received $175,000 of the advance payments. Terror Birds was completed
December 14, 2015 resulting in the recognition of the advance payments as revenue of $175,000 in February 2016. Mar Vista is continuing
to distribute this film.
On
April 15, 2015 Goliath signed an agreement whereby the Company agreed to invest $15,000 to KKO Productions to produce a feature
length motion picture known as “Forgiven”. Per the agreement Goliath will receive 15% of adjusted gross proceeds after
its initial investment has been entirely recouped through adjusted gross proceeds. Additionally, the Company received two on screen
credits as Executive Producer as well as receiving credit on all advertising, publicity and packaging of the motion picture. The
Company recorded an impairment of film production costs of $15,000 for the fiscal year ended April 30, 2018.
Questions
and Answers
What
is your business?
We
develop, produce and distribute motion pictures and digital content. At this time, we do not intend to engage in theatrical releases
of motion pictures, due to the high up- front costs of advertising and marketing theatrically. However, in some specific cases
the company will consider theatrical releases based upon a “four wall”, limited release delivery that will be focused
on targeted niche audiences.
What
is the timeline for your activities during the next 12 months?
Over
the next 90 days to one year, our efforts will be concentrated on developing and producing content with distributors for licensing
by them of at least three projects.
What
is this going to cost you?
We
expect that producing the aforementioned content will cost approximately $150,000 per project, however licensing and distribution
will be handled by an experienced distributor for a fee of anywhere from 30 – 35% and the costs of advertising and marketing
will be handled by them and charged against gross distribution licensing proceeds.
Why
are these motion pictures not being distributed already?
The
motion pictures that are being produced by the Company and distributed by Mar Vista take anywhere from six to nine months from
completion of production and delivery to obtain licensing agreements.
Generally,
the main reason why good, quality motion pictures are not distributed is that the production of a motion picture requires money
and creativity, and marketing a motion picture requires an entirely different set of skills. Many people dream of making a movie;
few aspire to distribute them. We estimate that there are in excess of 10,000 such motion pictures “gathering dust.”
There also have been and continue to be substantial tax incentives for motion picture production in many States and international
Territories, so that many producers do not need to depend on successful marketing in order to find investors for their projects.
A secondary factor is the difficulty of finding a reputable distributor. We think that our management has an excellent reputation
in the industry and we will be able to obtain distribution rights for content. Finally, many distributors as well as buyers do
not have an interest in niche market films, because they see the market as limited. Goliath sees the problem to be, rather, there
is no market merely because no one has assembled a critical mass of films for these niches. Most participants in the motion picture
industry are based in “Hollywood” and the major coastal metropolitan areas. As an example, our “faith-based”
films especially are targeted toward the “Bible Belt” and the “Flyover Country”: places that the industry
has consistently overlooked.
Why
are you able to identify and acquire these motion pictures and educational videos?
After
attending all the major content acquisition markets around the world over the last three years, our Staff has developed relationships
with numerous quality filmmakers who need assistance in marketing and distributing their product. Goliath has also developed vital
relationships with many of the major content buyers, distributors, networks and sales agents. Many of the filmmakers have requested
the Company’s assistance in marketing and distributing their product. Goliath will continue to pursue the marketing and
distribution of product that is demanded in the marketplace and desired by major aggregators, distributors, networks and studios.
So
how are you different than Amazon, Netflix, and Hulu, to name a few? How can you compete with them? They have a lot of money and
name recognition. Why wouldn’t they jump into your niches?
As
a content provider we are not competing with these entities but rather are working on providing them with quality content. As
an example, NETFLIX using its “streaming platform” has such a high demand for programming content, they are spending
in excess of $8 billion this year for the acquisition of completed programming as well as for the development of original content
by them. Therefore, as is mentioned, part of their resources are directed toward acquiring content and part is targeting “in-house”
and joint venture productions of quality content. This content will be targeted to their subscription base on a domestic and international
level.
There
are a number of quality content producers that work with the major networks and content distributors, Goliath is moving toward
becoming one of these content providers. We believe there exists significant opportunities for our company in that the demand
for programming is increasing almost exponentially. Irrespective of the platform for viewing by the consumer/subscriber, the demand
for quality content is continuing to expand. The upward trend is ongoing, which is where we see an opportunity for Goliath to
provide product to reach many components of the overall market.
Don’t
cable and satellite networks already offer specialty channels like TBN (for faith based) and BET (Black Entertainment Television
(for the African-American Community)?
As
mentioned above about NETFLIX, even though these channels maybe in niche markets they must expand the type, genre and format of
the content that they are showing in order to remain viable, therefore the opportunity to assist them by providing quality programming
is ongoing and expanding.
What
other niches are you looking at entering?
We
believe that there is an increasing and ongoing trend in home entertainment in servicing niches. Many viewers have cable or satellite
service with hundreds of channels, but view only a few channels that cater to their particular interests. The significant type
of niche we are targeting are the numerous immigrant groups in the United States. Other than Spanish speaking immigrants, coverage
is scarce.
There
are many interest groups that might be interested in specialty movies or programming. As an example, in Hawaii and Southern California,
for instance, surfing is quite popular, and there exists a huge body of surfing films which would be of interest.
What
about ancillary markets?
We
plan to incorporate advertising and marketing through social media and traditional outlets to the highest degree possible.
What
films do you have now in inventory?
We
presently have acquired the distribution rights to the following motion pictures: Seducing Spirits, The Perfect Argument, Marina
Murders, Film Struggle, Divorce in America, A Wonderful Summer, The Truth About Layla, Living with Cancer, The Biggest Fan, Days
of Redemption, On Borrowed Time, Tumbleweed, Virus X, Farewell, Buddies, and The Pit. Under the distribution agreements Goliath
will receive 30% of the gross revenues for each of the pictures we distribute. In general, our distribution contracts cover both
domestic and international licensing agreements; however, for the picture The Biggest Fan we obtained limited distribution
rights.
How
do these distribution rights work?
We
enter into a Distribution Agreement for each motion picture. Terms may be perpetual or limited by years. The motion pictures that
we are acquiring will have a term of five years. We will generally obtain a fee of 20% to 30% of gross revenues. Licensing will
be flexible for usage applications on a yearly or multi-year basis. Most markets, especially foreign territories have a tendency
to continuously renew content licensing.
How
many employees do you have? Do you have an office?
We
have no employees. Our administrative office is in Carson City, Nevada.
Do
you have a website?
Our
website is www.goliathfilmandmediainternational.com. We have a mirror site at www.goliathfilmandmedia.com
Recent
Accounting Pronouncements
We
have evaluated new accounting pronouncements that have been issued and are not yet effective for us and determined that there
are no such pronouncements expected to have an impact on our future financial statements.
Plan
of Operations
We
had net income of $33,660 and $10,546 and a net loss of $19 and $14,720 for the three months and nine months ended January 31,
2021 and 2020, respectively, and historical losses totaling $1,044,875 as of January 31, 2021. These factors create substantial
doubt about the Company’s ability to continue as a going concern. The Company’s management plan to continue as a going
concern revolves around its ability to execute its business strategy of digital content, as well as raising the necessary capital
to pay ongoing general and administrative expenses of the Company.
Results
of Operations
Three
Months Ended January 31, 2021 Compared to Three Months Ended January 31, 2020
Film
Production Revenue
For
the three months ended January 31, 2021 and 2020, we had revenues of $38,366 and $3,361, respectively. The increase is due to
distribution fees paid to us by Mar Vista related to the motion pictures “Merry Exes” and “Bridal Bootcamp”
in the three months ended January 31, 2021 and “Girlfriends of Christmas Past” in the three months ended January 31,
2020.
Cost
of Sales
During
the three months ended January 31, 2021 and 2020, we had no cost of sales.
Operating
Expenses
Operating
expenses increased by $1,326, or 39.2%, to $4,706 in the three months ended January 31, 2021 from $3,380 in the three months ended
January 31, 2020 primarily due to increases in professional fees of $999, and rent of $398.
Operating
expenses for the three months ended January 31, 2021 were comprised primarily of professional fees of $4,089, office rent of $597,
and $20 of other operating expenses.
Operating
expenses for the three months ended January 31, 2020 were comprised primarily of professional fees of $3,090, office rent of $199,
and $91 of other operating expenses.
Net
income (loss) before income taxes
Net
income before income taxes for the three months ended January 31, 2021 totaling $33,660 is primarily due to revenue of $38,366
offset by consulting services, rent, and other operating expenses compared to a net loss for the three months ended January 31,
2020 totaling $19 primarily due to revenue of $3,361 offset by professional fees, and other operating expenses.
Assets
and Liabilities
Total
assets were $38,747 as of January 31, 2021 compared to $454 as of April 30, 2020, or an increase of $38,293, primarily the result
of an increase in cash of $38,293. Total liabilities were $111,624 as of January 31, 2021 compared to $83,877 as of April 30,
2020, or an increase of $27,747, primarily the result of an increase in accounts payable – related party of $29,560, offset
partially by a decrease in accounts payable and accrued expenses of $1,813.
Nine
Months Ended January 31, 2021 Compared to Nine Months Ended January 31, 2020
Film
Production Revenue
For
the nine months ended January 31, 2021 and 2020, we had revenues of $38,366 and $13,954, respectively. The increase is due to
distribution fees paid to us by Mar Vista related to the motion pictures “Merry Exes” and “Bridal Bootcamp”
in the three months ended January 31, 2021 and “Girlfriends of Christmas Past” in the three months ended January 31,
2020.
Cost
of Sales
For
the nine months ended January 31, 2021 and 2020, we had no cost of sales.
Operating
expenses
Operating
expenses decreased by $854, or 3.0%, to $27,820 in the nine months ended January 31, 2021 from $28,674 in the nine months ended
January 31, 2020 primarily due to decreases in professional fees.
Operating
expenses for the nine months ended January 31, 2021 were comprised primarily of professional fees of $25,955, rent of $1,791,
and $74 of other operating expenses.
Operating
expenses for the nine months ended January 31, 2020 were comprised primarily of professional fees of $26,604, rent of $1,393,
and $677 of other operating expenses.
Net
income (loss) before income taxes
Net
income before income taxes for the nine months ended January 31, 2021 totaling $10,546 is primarily due to revenue of $38,366
offset by consulting services costs, professional fees, and rent compared to net loss for the nine months ended January 31, 2019
totaling $14,720 primarily due to revenue of $13,954 offset by professional fees, rent, and other operating expenses.
Liquidity
and Capital Resources
General
– Overall, we had an increase in cash flows of $38,917 in the three months ended January 31, 2021 resulting from
cash provided by operating activities of $38,293 and none from operating and financing activities.
The
following is a summary of our cash flows provided by (used in) operating, investing, and financing activities during the periods
indicated:
|
|
|
Nine Months Ended January 31,
|
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
Cash at beginning of period
|
|
$
|
155
|
|
|
$
|
822
|
|
|
Net cash used in operating activities
|
|
|
38,293
|
|
|
|
(624
|
)
|
|
Net cash used in investing activities
|
|
|
—
|
|
|
|
—
|
|
|
Net cash provided by financing activities
|
|
|
—
|
|
|
|
—
|
|
|
Cash at end of period
|
|
$
|
38,488
|
|
|
$
|
198
|
|
Net
cash provided by operating activities was $38,293 for the nine months ended January 31, 2021 compared to net cash used in operations
for the nine months ended January 31, 2020 of $624. Cash used in operations for the nine months ended January 31, 2021 consisted
of a net profit of $10,546 and expenses paid on behalf of Company – related party of $25,556, and a change in accounts payable
and accrued expenses of $2,191.
Net
cash provided by investing activities was $0 for the nine months ended January 31, 2021 and 2020.
Net
cash provided by financing activities was $0 for the nine months ended January 31, 2021 and 2020.
Our
cash needs for the year ending April 30, 2021 are estimated to be $200,000. This budget is based on the assumption that we will
carry out one project at a time for which we will need about $50,000 in working capital; general and administrative expenses of
$150,000 for the costs related to being public, and miscellaneous office expenses. We sold no shares during the three and nine
months ended January 31, 2021 and 2020. As we move forward with our business plan, we will need to raise additional capital either
through the sale of stock or funding from shares and or officers and directors to cover our cash needs through the end of the
2020 fiscal year.
Information
included in this report includes forward looking statements, which can be identified by the use of forward-looking terminology
such as may, expect, anticipate, believe, estimate, or continue, or the negative thereof or other variations thereon or comparable
terminology. The statements in “Risk Factors” and other statements and disclaimers in this report constitute cautionary
statements identifying important factors, including risks and uncertainties, relating to the forward-looking statements that could
cause actual results to differ materially from those reflected in the forward-looking statements.
Equity
Financing
During
the three and nine months ended January 31, 2021 and 2020, the Company did not enter into any private placement memorandums.
The
Company has not issued an aggregate of 38,153,269 common shares to three shareholders (a total of 32,153,269 to related parties
and 6,000,000 to a third party). These shares are reflected in the above disclosures.
Fee
Agreement
In
January 2019, the Company entered into an agreement with a third party whereby the Company would pay a 10% fee of any gross revenues
as a result of any licensing agreements brought to the Company.
Other
During
the three and nine months ended January 31, 2021 and 2020, the Company made no payments to C&R Films for film production costs
and reimbursement of various expenses. C&R paid expenses totaling $597 and $12,591 and $0 and $1,422 in the three and nine
months ended January 31, 2021 and 2020, respectively, in operating expenses including rent, filing expenses, and accounting costs
on behalf of the Company. C&R Films is controlled by Lamont Roberts, CEO and acting CFO of the Company. The Company has a
balance owed to C&R Films of $48,096 at January 31, 2021.
During
the three and nine months ended January 31, 2021 and 2020, the Company made no payments to Dos Cabezas for film production costs
and reimbursement of various expenses. Dos Cabezas paid expenses totaling $0 and $7,394 and $0 and $7,000 in the three and nine
months ended January 31, 2021 and 2020, respectively, in operating expenses including accounting costs on behalf of the Company.
Dos Cabezas is controlled by Lamont Roberts, CEO and acting CFO of the Company. The Company has a balance owed to Dos Cabezas
of $14,394 at January 31, 2021.
During
the three and nine months ended January 31, 2021 and 2020, Kevin Frawley, an affiliate, paid expenses totaling $0 and $0 and $0
and $5,000, respectively, in operating expenses, including audit fees, on behalf of the Company. The Company has a balance owed
to Mr. Frawley of $16,090 at January 31, 2021.
During
the three and nine months ended January 31, 2021 and 2020, the Company made no payments to Mike Criscione, Director, for reimbursement
of various expenses. During the three and nine months ended January 31, 2021 and 2020, Mr. Criscione paid expenses totaling $2,575
and $9,575 and $3,090 and $6,180, respectively, in operating expenses, including audit fees, on behalf of the Company. The Company
has a balance owed to Mr. Criscione of $18,330 at January 31, 2021.
Contractual
Obligations and Off-Balance Sheet Arrangements
We
do not have any contractual obligations or off balance sheet arrangements.