UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
(Amendment
no. 1)
| [X] |
Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| |
|
| |
For
the fiscal year ended April 30, 2015 |
| |
|
| [ ] |
Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| |
|
| |
For
the transition period from
to
|
Commission
file number 0-18945
GOLIATH
FILM AND MEDIA HOLDINGS
(Exact
name of registrant as specified in its charter)
| Nevada |
|
84-1055077 |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
| 4640
Admiralty Way, Suite 500, Marina del Rey, California |
|
90292 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (310) 795-8302
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [ ]
NO [X]
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES [ ]
NO [X]
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporation Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter
period that the registrant was required to submit and post such files). [ ]
Indicate
by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a small
reporting company. See definition of “large accelerated filer”, “accelerated filer” and “small reporting
company” in Rule 12b-2 of the Securities Exchange Act of 1934.
Large
accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company
[X]
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No
[X]
State
issuer’s revenues for its most recent fiscal year: $0
The
aggregate market value of the voting stock held by non-affiliates of the registrant as of October 31, 2014 was $61,964 based on
20,654,555 shares being owned by non-affiliates, and the last sale price of $0.003 as of October 31, 2014.
The
number of shares outstanding of the issuer’s classes of Common Stock as of August 13, 2015 Common Stock, $0.001 Par
Value – 138,964,917 shares
DOCUMENTS
INCORPORATED BY REFERENCE – NONE
EXPLANATION
We
have filed an amendment to our 10-K for fiscal Year Ended April 30, 2015 that includes certifications required by Item 601(b)(31)(i)
of Regulation S-K.
TABLE
OF CONTENTS
PART
I
Item
1. 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 California 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, including the 100,000 shares
sold as described in Note 7 in the Footnotes to the Financial Statements. 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 (“Goliath” or the “Company”), through its wholly-owned subsidiary Goliath Film
and Media International, intends to develop and license for distribution, domestically and internationally, quality video content
with an emphasis on “niche” markets of the feature film 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. Goliath plans 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.
Goliath’s
revenue model includes receiving revenue from distribution fees. A limited number of its video properties include projects developed
by Goliath and produced by an independent third party production entity.
Questions
and Answers
What
is your business?
We
distribute motion pictures, educational videos, and other video products. We plan to distribute video properties to television
stations and networks and to private groups such as religious congregations or schools. We do not intend to engage in theatrical
releases of motion pictures, due to the high up front costs of advertising and marketing theatrically. Also, theatrical releases
of motion pictures has historically represented only 18% of domestic revenues for the industry (13% internationally) and potentially
decreasing in the future. We intend to emphasize niche markets, commencing with faith-based, educational, responsible minority
content, and low budget horror movies.
Distribution
Rights
The
Company has the following distribution rights:
On
December 9, 2014 GFMH signed a distribution agreement with Runaway Production for the distribution of two full length motion pictures,
“Halloween Party” and “Wedding Video Nightmare”. Goliath Film and Media Holding will receive 20% of gross
proceeds for distributing the films. No revenue has been recognized to date.
On
December 8, 2014 GFMH signed a distribution agreement with CJ Creative Productions for the distribution of three full length motion
pictures, “Sharp Teeth”, “Vampire Dentist”, and “Marina Monster”. Goliath Film and Media Holding
will receive 25% of gross proceeds. Goliath Film and Media Holding will have both North America and foreign distribution rights
for a term of 36 months from December 8, 2014. No revenue has been recognized to date.
On
December 8, 2014 GFMH signed a distribution agreement with Brightfilm Productions for the distribution of the full length motion
pictures, “I Wish You Love”. Goliath Film and Media Holding will receive 25% of gross proceeds. Goliath Film and Media
Holding will have both North America(excluding Canada) and foreign distribution rights for a term of 36 months from December 8,
2014. No revenue has been recognized to date.
On
March 9, 2015 GFMH signed a non-exclusive license to sell the feature length motion pictures: “Farewell”, “Buddies”
and “The Pit.” The term is for one year expiring on March 9, 2016 with compensation to Goliath of 25% of gross proceeds
from the sales of each of these films. No revenue has been recognized to date.
On
October 22, 2014 GFMH will distribute all foreign rights for the motion picture “Virus X,” “Film” starring
Sybil Danning with some of the key terms as follows:
1. Time
frame (Term) – 18 months with ability to renew at same terms for another 18 months if agreed by both parties by end of the
18 month term. Term begins October 22, 2014.
2. Markets
– In all foreign media known and unknown.
3. Compensation
to GFMH- 15% of gross proceeds on all foreign territories. Said 15% (of 100%) is inclusive and includes, but not limited to, all
payments, fees and reimbursements of any and all kinds made and/or incurred by GFMH through the exploitation of the Film. No revenue
has been recognized to date.
4. Renewals
- when the contract is renewed by a particular territory, GFMH will be the entity of record to effectuate the renewals, yet only
after notification is made to and approved verbally or written by Empire Films.
On
October 29, 2014, GFMH entered into a Distribution and Sales Agreement with EMILIO ROSO (“Producer”) granting all
domestic and foreign distribution rights, excluding digital streaming for the motion pictures “Day of Redemption,”
“On Borrowed Time” and “Tumbleweed,” with some of the major terms as follows:
1. Time
frame (Term) – 18 months. Term began October 29, 2014. This contract will not automatically renew.
2. Markets
– In all domestic and foreign media known and unknown and all domestic and foreign territories.
3. Compensation
to Goliath Film and Media Holdings - 25% of gross proceeds on all domestic and foreign territories, except digital streaming.
Said 25% (of 100%) is inclusive and includes, but not limited to, all payments, fees and reimbursements of any and all kinds made
and/or incurred by Goliath Film and Media Holdings through the exploitation of the motion pictures. No revenue has been recognized
to date.
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
April, 1, 2015 GFMH signed an agreement whereby the Company agreed to invest $15,000 to KKO Productions to produce a feature length
film known as “Forgiven”. Per the agreement GFMH 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 has yet to make the investment since production of the film has yet to begin.
What
is the timeline for your activities during the next 12 months?
Over
the next 90 days, our efforts will be concentrated on acquiring addition distribution agreements in the genres of faith-based,
educational, responsible minority content, and low budget horrors. We hope to acquire 20 or more faith-based films, 10 or more
minority films, 10 Latin films, 10 low budget horror and 10 non-niche market films, during this time period. We have entered into
very preliminary discussions for international licensing of our Films.
We
plan to attend all the major film trade fairs, such as, the European Film Market in Berlin, the Italian Film Market, the American
Film Market in Santa Monica, and others, and the International Christian Trade Show. The film markets are where buyers and sellers
of motion pictures meet. There are about 89 distinct international territories for film distribution. Typically, international
and domestic buyers agree to license films in each territory, for a term of 3-5 years on a per-picture basis. We also plan to
market the faith based films to the 315 US Christian television channels and to the various Christian assemblies for church releases
(there are 1,400 church-operated movie theatres in the US).
What
is this going to cost you?
We
expect that participating in all the film markets over a period of 12 months will cost less than $100,000 and that we will acquire
distribution rights to properties for little or no costs.
Why
are these films not being distributed already?
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 substantial tax incentives for motion picture production, 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. 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?
Management
and our advisors have decades of experience and reputation in the motion picture industry and the Christian, horror and educational
markets. We know where the motion pictures are, and we know the appropriate persons, we believe, that will deal with Goliath.
Once we attain a critical mass of 100 properties or more, we think it will be not very difficult to be the “faith based,”
“minority content” etc. distributor that owners of motion pictures in these genres seek out.
What
does “faith based” mean?
A
“faith based” motion picture is one that has Christian themes, is uplifting, and is family friendly. Faith based motion
pictures do have a “Christian” or traditional religious message underlying them, but are not “preachy.”
According to Gallup, more than 42% of Americans attend church regularly. Internationally, Europe has a smaller but still significant
population of attending Christians; Latin America and Christian Africa are higher. This niche also conforms to the significant
percentage of families worldwide who are extremely cautious regarding the viewing experiences and habits of their children.
So
how are you different than Netflix, Blockbuster 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?
We
have a different approach. While we may never be as large as any of the companies named above, we still believe in our potential
for profitability. These larger firms must focus on a mass market for content viewing and not on specific niche strategies. They
generally acquire product by licensing content from the many medium and large film libraries owned by the major distributors for
motion picture as well as television product. This formula for acquiring content is extremely expensive. As an example; NETFLIX
spent over $3 billion as of fiscal year-end December 31, 2013 on the licensing of content and developing and producing original
programming for subscribers/members in both domestic and international markets. With personnel exceeding 2,000 employees and offices
worldwide, it is apparent that in order to cover costs and generate a profit, their best strategy is to focus on targeting the
mass markets.
As
far as entering our space of targeted niche markets, it is an axiom of business that big companies are less nimble than smaller
concerns. If one of the larger firms mentioned decides to enter our space, it is likely that their preference would be to acquire
us rather than establish divisions or subsidiaries focused on niche markets, from scratch.
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)?
By
the nature of programming, these channels have only a relatively small number of movies and scripted and reality-based programming
in their rotation at any one time, and broadcast them in a cycle.
What
other niches are you looking at entering?
We
believe that the trend in home entertainment is 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. One significant type of niche we might target
are the numerous immigrant groups in the United States. Other than Spanish speaking immigrants, coverage is scarce. The last official
data (2004) from the US Census Bureau is that 34.2 million persons in the US are foreign born, with 54% from Latin America, 25%
from Asia and 14% from Europe. Foreign-born immigrants like to watch movies from their home countries.
There
are many interest groups that might be interested in specialty movies or programming. In 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 in some unobtrusive fashion where possible. Some specialty interest groups (eg, Surfing) could
have their own online shopping for related consumer products.
What
films do you have now in inventory?
We
presently have acquired the distribution rights to the following motion pictures: Wedding Video Nightmare, Halloween Party,
Vampire Dentist, Sharp Teeth, Marina Monster, I Wish You Love, 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 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 Films we are acquiring
with the proceeds of this offering 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 just 3 employees and we believe that is sufficient during the “content aggregation” phase of our development.
Our administrative office is in Marina del Rey.
Do
you have a website?
Our
website is www.goliathfilmandmediainternational.com. We have a mirror site at www.goliathfilmandmedia.com.
Background
Item
1A. RISK FACTORS.
Risks
Related to Our Business
Our
limited operating history makes it difficult to evaluate our future business prospects and to make decisions based on of our historical
performance.
We
have a limited operating history, which makes it difficult to evaluate our business on the basis of historical operations. As
a consequence, it is difficult to forecast our future results based upon our historical data. Reliance on our historical results
may not be representative of the results we will achieve. Because of the uncertainties related to our lack of historical operations,
we may be hindered in our ability to anticipate and timely adapt to increases or decreases in sales, product costs or expenses.
If we make poor budgetary decisions as a result of unreliable historical data, we could be less profitable or incur losses, which
may result in a decline in our stock price.
Economic
conditions and uncertain economic outlook could adversely affect our results of operations and financial condition
The
global economy is currently undergoing a period of unprecedented volatility. We cannot predict when economic conditions will improve
or stabilize. A prolonged period of economic volatility or decline could have a material adverse effect on our results of operations
and financial condition and/or exacerbate the other risks related to its business.
Our
results of operations depend significantly upon the commercial success of the motion pictures and television programming that
we distribute, and underperformance at the box office of one or more motion pictures in any period can cause our results to be
less than anticipated
Our
results of operations will depend significantly upon the commercial success of the motion pictures and television programming
that we distribute, which cannot be predicted with certainty. In particular, the underperformance at the box office of one or
more motion pictures in any period may cause our revenue and earnings results for that period (and potentially, subsequent periods)
to be less than anticipated, in some instances to a significant extent. Due to the difficulty of predicting our results of operations
and the other factors, it is difficult for industry or financial analysts to accurately forecast our results. The trading market
for our common shares is influenced by the research and reports that such industry or financial analysts publish about us or our
business. If an analyst who covers us changes his or her financial estimates or investment recommendation, or if our results of
operations fall short of their estimates, the price of our common shares could decline.
Our
results of operations are difficult to predict and depend on a variety of factors
Our
results of operations will depend significantly upon the commercial success of the motion pictures or television programs that
we distribute, which cannot be predicted with certainty. Accordingly, our results of operations may fluctuate significantly from
period to period, and the results of any one period may not be indicative of the results for any future periods. Our results of
operations also may fluctuate due to the timing, mix, number and availability of our theatrical motion picture and home entertainment
releases, as well as license periods for our content. Our operating results may increase or decrease during a particular period
or fiscal year due to differences in the number and/or mix of films released compared to the corresponding period in the prior
year or prior fiscal year. Our operating results also fluctuate due to our accounting practices (which are standard for the industry)
which may cause us to recognize the production and marketing expenses in different periods than the recognition of related revenues,
which may occur in later periods. For example, in accordance with GAAP and industry practice, we are required to expense film
advertising costs as incurred, but are also required to recognize the revenue from any motion picture or television program over
the entire revenue stream expected to be generated by the individual picture or television program.
The
comparability of our results may be affected by changes in accounting guidance or changes in our ownership of certain assets and
businesses. Accordingly, our results of operations from year to year may not be directly comparable to prior reporting periods.
As
a result of the foregoing and other factors, our results of operations may fluctuate significantly from period to period, and
the results of any one period may not be indicative of the results for any future period.
Our
success depends on the ability of our senior management team, as well as our ability to attract and retain key personnel.
Our
success is highly dependent on the abilities of its management team. The management team must be able to effectively work together
to successfully conduct our current operations, as well as implement our strategy, which includes significant domestic expansion.
If we are unable to do so, our results of operations and financial condition may suffer. In addition, as part of our strategy
of international expansion, there is intense competition for the services of qualified personnel. The failure to retain current
key managers or key members of product development, manufacturing, or marketing staff, or to hire additional qualified personnel
for new operations could be detrimental to our business.
Risks
Related to Our Securities
We
may raise capital in future offerings.
An
offering might require the participation of institutional investors, which are more likely to demand more stringent terms for
any placement. We have not determined the terms for any offering. Any future offering may be for common stock, or may be for a
security with rights superior to that of the common stock. In connection with any offering, we may be required to add investor’s
representatives to the Board of Directors, or may be required to commit to other conditions. If other conditions are not met,
existing investors could have their rights or equity ownership substantially diluted. We cannot at this time determine the terms
of any follow-on offering or whether it will ever occur.
We
do not expect to pay dividends on our outstanding shares in the foreseeable future.
We
have not paid dividends in the past and do not have, or anticipate having, any funds for such purpose in the foreseeable future.
Even if such funds become available, we do not expect to pay dividends in the foreseeable future but, instead, will use all funds
from operations for the continued development of the business.
Our
common stock is quoted only on the OTC Bulletin Board, which may have an unfavorable impact on our stock price and liquidity.
Our
common stock is quoted on the OTC Bulletin Board. The OTC Bulletin Board is a significantly more limited market than the New York
Stock Exchange or NASDAQ system. The quotation of our shares on the OTC Bulletin Board may result in a less liquid market available
for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock,
and could have a long-term adverse impact on our ability to raise capital in the future.
Because
we became public by means of a “reverse merger,” we may not be able to attract the attention of major brokerage firms.
Additional
risks may exist since we will become public through a “reverse merger.” Securities analysts of major brokerage firms
may not provide coverage of us since there is little incentive to brokerage firms to recommend the purchase of our common stock.
We cannot assure you that brokerage firms will want to conduct any secondary offerings on behalf of us in the future.
We
cannot assure you that the common stock will become liquid or that it will be listed on a securities exchange.
We
would like to list our common stock on the NASDAQ Capital Market as soon as practicable. However, we cannot assure you that we
will be able to meet the initial listing standards of either of those or of any other stock exchange, or that we will be able
to maintain any such listing. We are presently on the OTC Bulletin Board thus, investor liquidity may be limited.
In
the event we seek additional capital through equity or debt offerings, our existing stockholders may be diluted or we may be unable
to find additional capital on terms favorable to us and our stockholders.
In
the event that we need additional working capital for our projected operations, we may seek capital through debt or equity offerings
which could result in the issuance of additional shares of our capital stock and/or rights to acquire additional shares of our
capital stock. Those additional issuances of capital stock would result in a reduction of the percentage of ownership interest
held by our existing stockholders. Also, the addition of a substantial number of shares of our common stock into the market or
the registration of any other securities may significantly and negatively affect the prevailing market price for our common stock.
Finally, we may not be able to find additional capital on terms favorable to us through existing markets or investors due to market
conditions, our historical performance, or our stock price.
There
may be issuances of shares of preferred stock in the future.
Although
we currently do not have preferred shares outstanding, we could at some time in the future authorize preferred shares and the
board of directors could complete the issuance of a series of preferred stock that would grant holders preferred rights to our
assets upon liquidation, the right to receive dividends before dividends would be declared to common stockholders, and the right
to the redemption of such shares, possibly together with a premium, prior to the redemption of the common stock. To the extent
that we do issue preferred stock, the rights of holders of common stock could be impaired thereby, including without limitation,
with respect to liquidation.
Compliance
with corporate governance and disclosure standards is costly.
We
have spent and continue to spend a significant amount of management time and resources to comply with laws, regulations and standards
relating to corporate governance and public disclosure. Because we qualify as a smaller reporting company, our independent registered
public accounting firm is not required to provide an attestation report. However, there is no guarantee that we will receive management
assurance or an attestation by our independent registered public accounting firm that internal control over financial reporting
is effective in future periods. In the event that our chief executive officer, chief financial officer or independent registered
public accounting firm determines that our internal controls over financial reporting is not effective as required by Section
404 of Sarbanes-Oxley, investor perceptions of us may be adversely affected. In addition, overhead may increase as a result of
the additional costs associated with complying with the complex legal requirements associated with being a public reporting company.
Our
compliance with SEC rules concerning internal controls may be time consuming, difficult and costly.
It
may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required
by SEC rules including Sarbanes-Oxley. We may need to hire additional financial reporting, internal controls and other finance
staff in order to develop and implement appropriate internal controls and reporting procedures. If we are unable to comply with
Sarbanes-Oxley’s internal controls requirements, we may not be able to obtain the independent accountant certifications
that Sarbanes-Oxley Act requires publicly-traded companies to obtain.
Item
1B. UNRESOLVED STAFF COMMENTS
This
item is not applicable because we are a “smaller reporting company” as defined in Exchange Act Rule 12b-2.
Item
2. PROPERTIES
Our
principal executive and administrative offices are currently located at 4640 Admiralty Way, Suite 500, Marina del Rey, CA 90292.
We rent these offices on a month to month basis and they are adequate for our current needs.
Item
3. LEGAL PROCEEDINGS
We
are not a party to or otherwise involved in any legal proceedings.
In
the ordinary course of business, from time to time we 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
our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein,
matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position
or results of operations.
Item
4. MINE SAFETY DISCLOSURES
Not
Applicable.
PART
II
| Item
5. | MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
(a) Market
information and issuance of unregistered securities
Our
Common Stock has traded on the OTC Exchange under the symbol GFMH.OB since March 3, 2012. From June 23, 2010 through March 3,
2012, the stock traded under the symbol CADT.PK. Prior to June 23, 2010, the symbol was VDTI.PK. There was a 1-for-1,000 reverse
split which was affected on June 23, 2010. Prior to April 30, 2013, the trading for the common stock was limited and sporadic.
The
high and low sales prices for the common stock through April 30, 2015 were as follows:
| Quarter Ended | | |
High | | |
Low | |
| | April
30, 2015 | | |
$ | 0.006 | | |
$ | 0.003 | |
| | January
31, 2014 | | |
| 0.005 | | |
| 0.002 | |
| | October
31, 2014 | | |
| 0.004 | | |
| 0.001 | |
| | July
31, 2014 | | |
| 0.006 | | |
| 0.002 | |
| Quarter Ended | | |
High | | |
Low | |
| | April
30, 2014 | | |
$ | 0.01 | | |
$ | 0.003 | |
| | January
31, 2014 | | |
| 0.01 | | |
| 0.003 | |
| | October
31, 2014 | | |
| 0.01 | | |
| 0.003 | |
| | July
31, 2014 | | |
| 0.005 | | |
| 0.003 | |
All
share information is adjusted for stock splits and stock dividends. The above information was supplied by the OTC Exchange and
these prices reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
(b) Holders
As
of June 30, 2015, there were 89 record holders of our common stock.
(c) Dividends
We
have not paid any dividends on its common stock. We currently intend to retain any earnings for use in our business, and therefore
does not anticipate paying cash dividends in the foreseeable future.
(d) Equity
Compensation Plans
There
are no Equity Compensation Plans in place as of April 30, 2015
Company
repurchases of common stock during the years ended April 30, 2015 and 2014.
None
(e) Performance
Graphic. We are not required to provide a performance graph since it is a “smaller reporting company” as defined in
Regulation S-K Rule 10(f).
In
fiscal year 2015, we issued a total of 11,603,250 restricted common shares to an affiliate in accordance with Rule 144, in exchange
for $136,365. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor
was sophisticated and familiar with our operations at the time of the issuance of the shares.
In
fiscal year 2014, we issued a total of 2,096,333 restricted common shares to an affiliate in accordance with Rule 144, in exchange
for approximately $39,000 and $24,750 of debt. The issuance was exempt from registration pursuant to Section 4(2) of the Securities
Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.
We
issued 5,000,000 on May 1, 2014 restricted common shares to John Ballard, our Chief Financial Officer pursuant to his consulting
contract dated May 1, 2014. We also issued 2,000,000 restricted common shares for professional services per consulting contracts
dated May 1, 2014.
We
issued 2,000,000 restricted common shares to Lamont Roberts, our President and Chief Executive Officer, pursuant to his consulting
contract dated May 1, 2014. Further, we issued 25,000,000 restricted common shares to Mike Criscione, as a Director of the Company
and to manage sales and marketing activities for the Company pursuant to his consulting contract dated May 1, 2014.
During
the year ended April 30, 2013, we entered into separate private placement memorandums with two affiliates under which we issued
them 1,772,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for $88,600. The issuance was exempt
from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investors were sophisticated and familiar with
our operations at the time of the issuance of the shares.
Item
6. SELECTED FINANCIAL DATA
As
a smaller reporting company we are not required to respond to this item.
Item
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Disclaimer
Regarding Forward-Looking Statements
This
Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These include
statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such
as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,”
“believes,” “management believes” and similar language. Except for the historical information contained
herein, the matters discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” and elsewhere in this report are forward-looking statements that involve risks and uncertainties. The factors
listed in the section captioned “Risk Factors,” as well as any cautionary language in this report; provide examples
of risks, uncertainties and events that may cause our actual results to differ materially from those projected. Except as may
be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this
Form 10-K.
Critical
Accounting Policies and Estimates
The
SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the Company’s
financial condition and results of operations and which require the Company to make its most difficult and subjective judgments,
often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified
the critical accounting policies and judgments addressed below. We also have other key accounting policies that are significant
to understanding our results. For additional information, see Note 1 - Summary of Significant Accounting Policies.
The
following are deemed to be the most significant accounting policies affecting the Company.
Principles
of Consolidation
The
consolidated financial statements include the accounts of the Company and its subsidiary. All significant inter-company balances
and transactions are eliminated on consolidation.
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.
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.
Revenue
Recognition
We
will recognize revenues in accordance with the guidelines of the Securities and Exchange Commission (“SEC”) Staff
Accounting Bulletin (“SAB”) No. 104 “Revenue Recognition”.
Under
SAB 104, four conditions must be met before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists,
(ii) delivery has occurred or service has been rendered, (iii) the price is fixed or determinable, and (iv) collection is reasonably
assured. The Company provides for an allowance for doubtful account based history and experience considering economic and industry
trends. The Company does not have any off-Balance Sheet exposure related to its customers.
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 receivables.
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.
Intangible
Assets
The
Company’s intangible assets consist of intellectual property, principally motion pictures. The Company periodically reviews
its long lived assets to ensure that their carrying value does not exceed their fair market value. There was no amortization expense
or impairment for the years ended April 30, 2015 and 2014.
Income
Taxes
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.
Stock
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.
Accounting
for Derivative Financial Instruments
We
evaluate financial instruments using the guidance provided by ASC 815 and apply the provisions thereof to the accounting of items
identified as derivative financial instruments not indexed to our stock.
Fair
Value of Financial Instruments
We
follow the provisions of ASC 820. This Topic defines fair value, establishes a measurement framework and expands disclosures about
fair value measurements.
We
use 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.
Non-Cash
Equity Transactions
Shares
of equity instruments issued for non-cash consideration are recorded at the fair value of the consideration received based on
the market value of services to be rendered, or at the value of the stock given, considered in reference to contemporaneous cash
sale of stock.
Fair
Value Measurements
Effective
beginning second quarter 2010, the 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.
| ● |
Level
1 – observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets. |
| |
|
| ● |
Level
2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk,
etc.). |
| |
|
| ● |
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 April
30, 2015, 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. As of April 30, 2015, the Company had no
assets other than prepaid expenses.
Basic
and diluted earnings per share
Basic
earnings per share are based on the weighted-average number of shares of common stock outstanding. Diluted Earnings per share
is based on the weighted-average number of shares of common stock outstanding adjusted for the effects of common stock that may
be issued as a result of the following types of potentially dilutive instruments:
| ● |
Warrants, |
| |
|
| ● |
Employee
stock options, and |
| |
|
| ● |
Other
equity awards, which include long-term incentive awards. |
The
FASB ASC Topic 260, Earnings Per Share, requires the Company to include additional shares in the computation of earnings
per share, assuming dilution.
Diluted
earnings per share is based on the assumption that all dilutive options were converted or exercised. Dilution is computed by applying
the treasury stock method. Under this method, options are assumed to be exercised at the time of issuance, and as if funds obtained
thereby were used to purchase common stock at the average market price during the period.
Basic
and diluted earnings per share are the same as there were no potentially dilutive instruments for the years ended April 30, 2015
and 2014.
Concentrations,
Risks, and Uncertainties
The
Company did not have a concentration of business with suppliers or customers constituting greater than 10% of the Company’s
gross sales during 2015 and 2014.
Recent
Accounting Pronouncements
In
June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting
Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The guidance eliminates
the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP
for development stage entities, primarily presentation of inception to date financial information. The provisions of the amendments
are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early
adoption is permitted. Accordingly, the Company has adopted this standard as of July 31, 2014.
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
have not yet enjoyed any revenues. The Company incurred a net loss of $278,815 for the year ended April 30, 2015 compared to a
net loss of $88,143 for the year ended April 30, 2014. 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 distributing digital content, as well as raising the necessary capital to pay ongoing general
and administrative expenses of the Company.
In
the fiscal years ending April 30, 2015 and 2014, $136,365 and $39,000, respectively, was raised from the sale of stock for future
business projects with us.
Results
of Operations
Fiscal
Year Ended April 30, 2015 Compared to Fiscal Year Ended April 30, 2014
Revenue
For
the fiscal year ended April 30, 2015 and April 30, 2014, we have not generated any revenues.
Operating
expenses
Operating
expenses increased by $185,476, or 211.5%, to $273,179 in the year ended April 30, 2015 from $87,703 in the year ended April 30,
2014 primarily due to increases in consulting services costs, travel costs, stock based compensation expense, marketing costs,
offset primarily by decreases in rent and professional fees.
Operating
expenses for the year ended April 30, 2015 were comprised primarily of $77,489 in consulting services costs; travel costs of $14,619,
equipment rental costs of $2,775, stock based compensation expense of $136,000, marketing costs of $28,245, office rent of $1,642,
professional fees of $10,192, and $2,217 of other operating expenses.
Operating
expenses for the year ended April 30, 2014 were comprised primarily of $20,842 in professional fees; $33,540 in consulting services
costs, stock based compensation expense of $10,750; travel costs of $12,569; rent of $4,239, advertising costs of $2,625, and
$2,738 of other operating expenses.
Net
loss before income taxes
Net
loss before income taxes for the year ended April 30, 2015 totaled $273,179 primarily due to professional fees, consulting services
costs, stock based compensation expense, office rent, travel costs, film production costs, equipment rental costs, and marketing
costs compared to $87,703 for the year ended April 30, 2014 primarily due to consulting services costs, travel costs, advertising
costs, stock based compensation expenses, office rent, and professional fees.
Assets
and Liabilities
Total
assets were $878 as of April 30, 2015 compared to $5,085 as of April 30, 2014 primarily the result of a decrease in other assets
of $4,786, offset primarily by cash of $579. Total liabilities as of April 30, 2015 were $39,385 compared to $37,142 as of April
30, 2014, or an increase of $2,243 or 6.0%. The increase was primarily the result of increases in accounts payable of $4,137,
offset primarily by a decrease in cash overdraft of $1,894.
Stockholders’
Deficit
Stockholders’
deficit was $(38,507) as of April 30, 2015. Stockholder’s deficit consisted primarily of shares issued for services rendered
in the amount of $193,750 from May 1, 2012 shares issued for fundraising totaling $396,715 from May 1, 2014, offset primarily
by the accumulated deficit of $628,972 at April 30, 2015.
Liquidity
and Capital Resources
General
– Overall, we had an increase in cash flows of $579 in the year ending April 30, 2015 resulting from cash provided
by financing activities of $134,471, offset partially by cash used in operating activities of $133,892.
The
following is a summary of our cash flows provided by (used in) operating, investing, and financing activities during the periods
indicated:
| | |
Year Ended April 30, | |
| | |
2015 | | |
2014 | |
| | |
| | |
| |
| Cash at beginning of period | |
$ | - | | |
$ | 2,927 | |
| Net cash used in operating activities | |
| (133,892 | ) | |
| (50,906 | ) |
| Net cash used in investing activities | |
| - | | |
| - | |
| Net cash provided by financing activities | |
| 134,471 | | |
| 47,979 | |
| Cash at end of period | |
$ | 579 | | |
$ | - | |
Net
cash provided by financing activities was $134,471 for the year ending April 30, 2015, compared to net cash provided by financing
activities of $47,979 for the year ending April 30, 2014. Net cash used in investing activities was $0 for each of the years ending
April 30, 2015 and 2014. Net cash used in operating activities was $133,892 for the year ending April 30, 2015 compared to net
cash used in operations for the year ending April 30, 2014 of $50,906 primarily due to a net loss of $278,815 for the year ending
April 30, 2015 and amortization of prepaids of $136,000, offset primarily by the change in operating assets and liabilities of
$8,923.
During
the year ended April 30, 2015, we entered into separate private placement memorandums with an affiliate shareholder under which
we issued 11,603,250 shares of our common stock, restricted in accordance with Rule 144, in exchange for $136,365. The issuance
was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar
with our operations at the time of the issuance of the shares.
Our
cash needs in the year ending April 30, 2016 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 13,699,583 shares for net proceeds
of $175,365 and debt of $24,750 in offerings conducted in fiscal years 2015 and 2014. 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 2016 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 year ended April 30, 2015, we entered into a private placement memorandums with an affiliate under which we issued 11,603,250
shares of our common stock, restricted in accordance with Rule 144, in exchange for $136,365. The issuance was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933, and the investors were sophisticated and familiar with our operations
at the time of the issuance of the shares.
During
the year ended April 30, 2014, we entered into a private placement memorandums with an affiliate under which we issued 2,096,333
shares of our common stock, restricted in accordance with Rule 144, in exchange for $39,000 and debt of $24,750. The issuance
was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investors were sophisticated and
familiar with our operations at the time of the issuance of the shares.
We
issued 5,000,000 restricted common shares to John Ballard on May 1, 2014, our Chief Financial Officer pursuant to his consulting
contract dated May 1, 2014. We also issued 2,000,000 restricted common shares for professional services per consulting contracts
dated May 1, 2014.
Sale
of Asset
On
November 18, 2013, the Company sold the script Gothic Harvest to an affiliate of the Company for $15,000, resulting in a gain
of $5,000. The Company recorded the gain as a capital contribution. As of April, 2014, the Company had received all amounts due.
On
April 14, 2014, the Company sold the documentary AC Green to an affiliate of the Company for $7,085, resulting in no gain or loss.
As of May 31, 2014, the Company had received deposits totaling $2,000.
Distribution
Rights
The
Company has the following distribution rights and agreements:
On
December 9, 2014 GFMH signed a distribution agreement with Runaway Production for the distribution of two full length motion pictures,
“Halloween Party” and “Wedding Video Nightmare”. Goliath Film and Media Holding will receive 20% of gross
proceeds for distributing the films. No revenue has been recognized to date.
On
December 8, 2014 GFMH signed a distribution agreement with CJ Creative Productions for the distribution of three full length motion
pictures, “Sharp Teeth”, “Vampire Dentist”, and “Marina Monster”. Goliath Film and Media Holding
will receive 25% of gross proceeds. Goliath Film and Media Holding will have both North America and foreign distribution rights
for a term of 36 months from December 8, 2014. No revenue has been recognized to date.
On
December 8, 2014 GFMH signed a distribution agreement with Brightfilm Productions for the distribution of the full length motion
pictures, “I Wish You Love”. Goliath Film and Media Holding will receive 25% of gross proceeds. Goliath Film and Media
Holding will have both North America (excluding Canada) and foreign distribution rights for a term of 36 months from December
8, 2014. No revenue has been recognized to date.
On
March 9, 2015 GFMH signed a non-exclusive license to sell the feature length motion pictures: “Farewell”, “Buddies”
and “The Pit.” The term is for one year expiring on March 9, 2016 with compensation to Goliath of 25% of gross proceeds
from the sales of each of these films. No revenue has been recognized to date.
On
October 22, 2014 GFMH will distribute all foreign rights for the motion picture “Virus X,” “Film” starring
Sybil Danning with some of the key terms as follows:
5. Time
frame (Term) – 18 months with ability to renew at same terms for another 18 months if agreed by both parties by end of the
18 month term. Term begins October 22, 2014
6. Markets
– In all foreign media known and unknown
7. Compensation
to GFMH- 15% of gross proceeds on all foreign territories. Said 15% (of 100%) is inclusive and includes, but not limited to, all
payments, fees and reimbursements of any and all kinds made and/or incurred by GFMH through the exploitation of the Film. No revenue
has been recognized to date.
8. Renewals
- when the contract is renewed by a particular territory, GFMH will be the entity of record to effectuate the renewals, yet only
after notification is made to and approved verbally or written by Empire Films.
On
October 29,2014, GFMH entered into a Distribution and Sales Agreement with EMILIO ROSO (“Producer”) granting all domestic
and foreign distribution rights, excluding digital streaming for the motion pictures “Day of Redemption,” “On
Borrowed Time” and “Tumbleweed,” with some of the major terms as follows:
4. Time
frame (Term) – 18 months. Term began October 29, 2014. This contract will not automatically renew.
5. Markets
– In all domestic and foreign media known and unknown and all domestic and foreign territories.
6. Compensation
to Goliath Film and Media Holdings - 25% of gross proceeds on all domestic and foreign territories, except digital streaming.
Said 25% (of 100%) is inclusive and includes, but not limited to, all payments, fees and reimbursements of any and all kinds made
and/or incurred by Goliath Film and Media Holdings through the exploitation of the motion pictures. No revenue has been recognized
to date.
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.
Production
Agreements
On
April, 1, 2015 GFMH 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 GFMH 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 has yet to make any
investment since production has yet to begin.
Amendment
to Articles of Incorporation
On
February 26, 2013, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary
of State of the State of Nevada to increase the number of authorized common shares from 149 million to 300 million.
Contractual
Obligations and Off-Balance Sheet Arrangements
We
do not have any contractual obligations or off balance sheet arrangements.
Commitments
and Contingencies
As
of April 30, 2015, the Company has accrued approximately $6,000, including penalties and
interest of approximately $2500, in connection with the yearly franchise tax owed to the State of California. Additionally, the
Company owes the State of Nevada $2,050. The Company is making arrangements to pay these tax liabilities.
We
did not record any legal contingencies as of April 30, 2015.
Off-Balance
Sheet Arrangements
We
do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material
to investors.
Inflation
Management
believes that inflation has not had a material effect on the Company’s results of operations.
Item
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
This
item is not applicable since we are a smaller reporting company.
Item
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our
financial statements include the following:
GOLIATH
FILM AND MEDIA HOLDINGS
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS
ENDED APRIL 30, 2015 AND 2014
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors
Goliath
Film & Media Holdings
We
have audited the accompanying consolidated balance sheets of Goliath Film & Media Holdings (the Company) as of April 30, 2015
and 2014 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then
ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audits included consideration of internal control over financial reporting
as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In
our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Goliath
Film & Media Holdings as of April 30, 2015 and 2014, and the results of their operations and cash flows for the years then
ended, in conformity with U.S. generally accepted accounting principles.
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 4 to the consolidated financial statements, 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 as of April 30, 2015 which raises substantial
doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in
Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| /s/ Sadler, Gibb & Associates, LLC |
Salt
Lake City, UT
December
16, 2015
GOLIATH
FILM AND MEDIA HOLDINGS
CONSOLIDATED
BALANCE SHEETS
| | |
APRIL 30, | |
| | |
2015 | | |
2014 | |
| ASSETS | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash | |
$ | 579 | | |
$ | - | |
| Other receivable – related party | |
| - | | |
| 5,085 | |
| Prepaid expense | |
| 299 | | |
| - | |
| Total current assets | |
| 878 | | |
| 5,085 | |
| | |
| | | |
| | |
| Total assets | |
$ | 878 | | |
$ | 5,085 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
| | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 30,385 | | |
$ | 26,248 | |
| Accounts payable - related party | |
| 9,000 | | |
| 9,000 | |
| Cash overdraft | |
| - | | |
| 1,894 | |
| Total current liabilities | |
| 39,385 | | |
| 37,142 | |
| | |
| | | |
| | |
| Total liabilities | |
| 39,385 | | |
| 37,142 | |
| | |
| | | |
| | |
| Stockholders’ Deficit | |
| | | |
| | |
| Preferred stock, $0.001 par value, 1,000,000 shares authorized; no shares issued and outstanding
at April 30, 2015 and 2014 | |
| — | | |
| — | |
| |
| | | |
| | |
| Common stock, $0.001 par value, 300,000,000 shares authorized; 138,964,917
and 93,361,667 shares issued and outstanding, at April 30, 2015 and 2014, respectively | |
| 138,965 | | |
| 93,362 | |
| Additional paid in capital | |
| 451,500 | | |
| 224,738 | |
| Accumulated deficit | |
| (628,972 | ) | |
| (350,157 | ) |
| Total stockholders’ deficit | |
| (38,507 | ) | |
| (32,057 | ) |
| | |
| | | |
| | |
| Total liabilities and stockholders’ deficit | |
$ | 878 | | |
$ | 5,085 | |
See
accompanying notes to consolidated financial statements.
GOLIATH
FILM AND MEDIA HOLDINGS
CONSOLIDATED
STATEMENTS OF OPERATIONS
| | |
For the Year Ended, | |
| | |
April 30, 2015 | | |
April 30, 2014 | |
| | |
| | |
| |
| Operating Expenses | |
| | | |
| | |
| Sales and marketing | |
$ | 28,245 | | |
$ | — | |
| General and administrative | |
| 244,934 | | |
| 87,303 | |
| Total operating expenses | |
| 273,179 | | |
| 87,303 | |
| | |
| | | |
| | |
| Loss from operations | |
| (273,179 | ) | |
| (87,303 | ) |
| | |
| | | |
| | |
| Other expense | |
| (4,796 | ) | |
| — | |
| | |
| | | |
| | |
| Total other expense | |
| (4,796 | ) | |
| — | |
| | |
| | | |
| | |
| Loss before income taxes | |
| (277,975 | ) | |
| (87,303 | ) |
| | |
| | | |
| | |
| Provision for income taxes | |
| (840 | ) | |
| (840 | ) |
| | |
| | | |
| | |
| Net loss | |
$ | (278,815 | ) | |
$ | (88,143 | ) |
| | |
| | | |
| | |
| Net loss per share of common stock: | |
| | | |
| | |
| Basic and diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| | |
| | | |
| | |
| Weighted average shares | |
| | | |
| | |
| Outstanding-Basic and diluted | |
| 133,069,779 | | |
| 92,532,131 | |
See
accompanying notes to consolidated financial statements.
GOLIATH
FILM AND MEDIA HOLDINGS
CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ DEFICIT
| | |
Common Stock | | |
Additional
Paid in | | |
Accumulated | | |
Total | |
| | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Capital | |
| | |
| | |
| | |
| | |
| | |
| |
| Balances, April 30, 2013 | |
| 91,265,334 | | |
$ | 91,265 | | |
$ | 158,085 | | |
$ | (262,014 | ) | |
$ | (12,664 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Issuance of shares – private placement | |
| 1,601,333 | | |
| 1,602 | | |
| 37,398 | | |
| — | | |
| 39,000 | |
| Issuance of shares to relieve debt | |
| 495,000 | | |
| 495 | | |
| 24,255 | | |
| — | | |
| 24,750 | |
| Gain on sale of investment to related party | |
| — | | |
| — | | |
| 5,000 | | |
| — | | |
| 5,000 | |
| Net loss, year ended April 30, 2014 | |
| — | | |
| — | | |
| — | | |
| (88,143 | ) | |
| (88,143 | ) |
| Balances, April 30, 2014 | |
| 93,361,667 | | |
$ | 93,362 | | |
$ | 224,738 | | |
$ | (350,157 | ) | |
$ | (32,057 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Issuance of shares – services | |
| 34,000,000 | | |
| 34,000 | | |
| 102,000 | | |
| — | | |
| 136,000 | |
| Issuance of shares – private placement | |
| 11,603,250 | | |
| 11,603 | | |
| 124,762 | | |
| — | | |
| 136,365 | |
| Net loss, year ended April 30, 2015 | |
| — | | |
| — | | |
| — | | |
| (278,815 | ) | |
| (278,815 | ) |
| Balances, April 30, 2015 | |
| 138,964,917 | | |
$ | 138,965 | | |
$ | 451,500 | | |
$ | (628,972 | ) | |
$ | (38,507 | ) |
See
accompanying notes to consolidated financial statements.
GOLIATH
FILM AND MEDIA HOLDINGS
CONSOLIDATED
STATEMENTS OF CASH FLOWS
| | |
For the Year Ended | |
| | |
April 30, 2015 | | |
April 30, 2014 | |
| | |
| | |
| |
| Net Loss | |
$ | (278,815 | ) | |
$ | (88,143 | ) |
| Adjustments to reconcile net loss to net cash used in operating expenses | |
| | | |
| | |
| Stock Based Compensation expenses | |
| 136,000 | | |
| — | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Prepaid assets | |
| 4,786 | | |
| 31,949 | |
| Accounts payable | |
| 4,137 | | |
| 7,344 | |
| Accounts payable – related party | |
| — | | |
| (2,056 | ) |
| Net cash used in operating activities | |
| (133,892 | ) | |
| (50,906 | ) |
| | |
| | | |
| | |
| Cash flows from investing activities | |
| | | |
| | |
| Net cash used in investing activities | |
| — | | |
| — | |
| | |
| | | |
| | |
| Cash flows from financing activities | |
| | | |
| | |
| Proceeds from issuance of common stock | |
| 136,365 | | |
| 39,000 | |
| Proceeds from sale of assets | |
| — | | |
| 7,085 | |
| Cash overdraft | |
| (1,894 | ) | |
| 1,894 | |
| Net cash provided by financing activities | |
| 134,471 | | |
| 47,979 | |
| | |
| | | |
| | |
| Net change in cash | |
| 579 | | |
| (2,927 | ) |
| Cash at beginning of period | |
| — | | |
| 2,927 | |
| Cash at end of period | |
$ | 579 | | |
$ | - | |
| | |
| | | |
| | |
| Supplemental Disclosure of non-cash investing and financing activities: | |
| | | |
| | |
| Common stock issued for prepaid services | |
$ | 136,000 | | |
$ | — | |
| Issuance of common stock to related party for services rendered | |
$ | — | | |
$ | 24,750 | |
| Sale of script to related party | |
$ | — | | |
$ | 5,000 | |
| Supplemental Disclosure of cash flow Information: | |
| | | |
| | |
| Cash paid for interest | |
$ | — | | |
$ | — | |
| Cash paid for taxes | |
$ | — | | |
$ | — | |
See
accompanying notes to consolidated financial statements
GOLIATH FILM AND MEDIA
HOLDINGS
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED
APRIL 30, 2015 AND 2014
NOTE 1 – NATURE OF OPERATIONS AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
On October 31, 2011 (the “Closing Date”),
China Advanced Technology 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, including the 100,000 shares sold as described in Note 7. 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 distribution
of films and pictures. The Company has not realized revenues from its planned principal business purpose.
Principles of Consolidation
The accompanying consolidated financial statements
include the accounts of the Company and its subsidiaries. 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.
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.
GOLIATH FILM AND MEDIA
HOLDINGS
NOTES TO FINANCIAL
STATEMENTS
FOR THE YEARS ENDED
APRIL 30, 2015 AND 2014
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 receivables. 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.
Intangible Assets
The Company has no intangible assets.
Revenue Recognition
We will recognize revenues in accordance with
the guidelines of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No.
104 “Revenue Recognition”.
Under SAB 104, four conditions must be met
before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service
has been rendered, (iii) the price is fixed or determinable, and (iv) collection is reasonably assured. The Company provides for
an allowance for doubtful account based 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 International, intends
to develop and license for distribution quality motion picture and television content. Revenue is recognized when the company
receives a contract for the license of its content and its content is delivered to the customer.
The Company currently does not have a means
for generating revenue. Revenue and cost recognition procedures will be implemented based on the type of properties required and
sale contract specifications.
Advertising
Advertising expenses are recorded as general
and administrative expenses when they are incurred. Advertising expense was $1,404 and $2,625, for the years ended April 30, 2015
and 2014, respectively.
Research and Development
All research and development costs are expensed
as incurred. There was no research and development expense for the years ended April 30, 2015 and 2014.
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 Measurements
Effective beginning second quarter 2010, the
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.
GOLIATH FILM AND MEDIA
HOLDINGS
NOTES TO FINANCIAL
STATEMENTS
FOR THE YEARS ENDED
APRIL 30, 2015 AND 2014
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.
| ● |
Level 1 –
observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets. |
| |
|
| ● |
Level 2 –
other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.). |
| |
|
| ● |
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 April 30, 2015, 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. As of April 30, 2015, the Company had no assets other than other receivable
– related party.
Basic and diluted earnings per share
Basic earnings per share are based on the
weighted-average number of shares of common stock outstanding. Diluted Earnings per share is based on the weighted-average number
of shares of common stock outstanding adjusted for the effects of common stock that may be issued as a result of the following
types of potentially dilutive instruments:
| ● |
Warrants, |
| |
|
| ● |
Employee stock options,
and |
| |
|
| ● |
Other equity awards,
which include long-term incentive awards. |
The FASB ASC Topic 260, Earnings Per Share,
requires the Company to include additional shares in the computation of earnings per share, assuming dilution.
Diluted earnings per share is based on the
assumption that all dilutive options were converted or exercised. Dilution is computed by applying the treasury stock method.
Under this method, options are assumed to be exercised at the time of issuance, and as if funds obtained thereby were used to
purchase common stock at the average market price during the period.
Basic and diluted earnings per share are the
same as there were no potentially dilutive instruments for the years ended April 30, 2015 and 2014.
Concentrations, Risks, and Uncertainties
The Company did not have a concentration of
business with suppliers or customers constituting greater than 10% of the Company’s gross sales during 2015 and 2014.
GOLIATH FILM AND MEDIA
HOLDINGS
NOTES TO FINANCIAL
STATEMENTS
FOR THE YEARS ENDED
APRIL 30, 2015 AND 2014
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.
Accounting for Derivative Financial Instruments
We evaluate financial instruments using the
guidance provided by ASC 815 and apply the provisions thereof to the accounting of items identified as derivative financial instruments
not indexed to our stock.
NOTE 2 - RECENTLY ENACTED ACCOUNTING STANDARDS
In June 2014, the FASB issued ASU 2014-10,
“Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment
to Variable Interest Entities Guidance in Topic 810, Consolidation”. The guidance eliminates the definition of a development
stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities,
primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting
periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly,
the Company has adopted this standard as of July 31, 2014.
The Company does not expect the adoption of
any other 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 April 30, 2015 or 2014.
The Company has authorized 300,000,000 shares
of par value $0.001 common stock, of which 138,964,917 and 93,361,667 shares are outstanding at April 30, 2015 and 2014, respectively.
During the year ended April 30, 2015, the
Company entered into separate private placement memorandums with an affiliate shareholder under which we issued 11,603,250 shares
of our common stock, restricted in accordance with Rule 144, in exchange for $136,365. The issuance was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at
the time of the issuance of the shares.
During the year ended April 30, 2014, the
Company sold 1,601,333 restricted common shares to an affiliate shareholder pursuant to a private placement memorandum in exchange
for $39,000 and issued 495,000 restricted common shares to relieve debt of $24,750. During the year ended April 30, 2015, the
Company sold 11,603,250 restricted common shares to an affiliate shareholder pursuant to a private placement memorandum in exchange
for $136,365. The issuances were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor
was sophisticated and familiar with our operations at the time of the issuance of the shares.
GOLIATH FILM AND MEDIA
HOLDINGS
NOTES TO FINANCIAL
STATEMENTS
FOR THE YEARS ENDED
APRIL 30, 2015 AND 2014
On February 26, 2013, the Company filed a
Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Nevada to increase
the number of authorized common shares from 149 million to 300 million. The resolution to increase the number of shares was adopted
by unanimous written consent of the board of directors.
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.
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.
Management expects to seek potential business
opportunities for merger or acquisition of existing companies. Currently the Company has yet to locate any merger or acquisition
candidates. Management is not currently limiting their search for merger or acquisition candidates to any industry or locations.
Management, while not especially experienced in matters relating to public company management, will rely upon their own efforts
and, to a much lesser extent, the efforts of the Company’s shareholders, in accomplishing the business purposes of the Company.
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, and the payment of expenses associated with reviewing
or investigating any potential business ventures. 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
by using cash proceeds received through the issuance of common stock. 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 year ended April 30, 2014, the
Company sold 1,601,333 restricted common shares to an affiliate shareholder pursuant to a private placement memorandum in exchange
for $39,000 and issued 495,000 restricted common shares to relieve debt of $24,750.During the year ended April 30, 2015, the Company
sold 11,603,250 restricted common shares to an affiliate shareholder pursuant to a private placement memorandum in exchange for
$136,365.
In year ended April 30, 2014 the Company paid
C&R Film for consulting and reimbursement of various expenses $1,900, similarly the Company paid $5,450 in year ended April
30, 2015. C&R Film is controlled by Lamont Robert, CEO and Acting CFO of the Company.
Additionally, Debbie Criscione, wife of Director
of the Company Mike Criscione received payments of $9,000 in year ended April 30, 2014 and $4,950 in year ended April 30, 2015
for consulting and reimbursements for expenses paid on behalf of the Company.
GOLIATH FILM AND MEDIA
HOLDINGS
NOTES TO FINANCIAL
STATEMENTS
FOR THE YEARS ENDED
APRIL 30, 2015 AND 2014
Further, Mike Criscione, Director of the Company
received payments of $5,182 in year ended April 30, 2014 and $10,850 in year ended April 30, 2015 for consulting and reimbursements
for expenses paid on behalf of the Company.
Additionally, Lamont Roberts, CEO and Acting
CFO of the Company, received payments of $225 in year ended April 30, 2014 and $3,600 in year ended April 30, 2015 for consulting
and reimbursements for expenses paid on behalf of the Company.
We issued 5,000,000
restricted common shares to our Chief Financial Officer pursuant to his consulting contract dated May 1, 2014. We also issued
2,000,000 restricted common shares for professional services per consulting contracts dated May 1, 2014.
We issued 2,000,000
restricted common shares to our President and Chief Executive Officer, pursuant to his consulting contract dated May 1, 2014.
Further, we issued 25,000,000 restricted common shares to a Director of the Company and to manage sales and marketing activities
for the Company pursuant to his consulting contract dated May 1, 2014.
Related party transactions have been disclosed
in the other notes to these financial statements.
NOTE 6 – INCOME TAXES
As of April 30, 2015, the Company had net
operating loss carryforwards of approximately $629,000, which expire in varying amounts between 2018 and 2035. Realization of
this potential future tax benefit is dependent on generating sufficient taxable income prior to expiration of the loss carryforward.
The deferred tax asset related to this (and other) potential future tax benefits has been offset by a valuation allowance in the
same amount. The amount of the deferred tax asset ultimately realizable could be increased in the near term if estimates of future
taxable income during the carryforwards period are revised.
Deferred income tax assets of approximately
$264,000 at April 30, 2015, was offset in full by a valuation allowance.
The approximate components of the Company’s
net deferred tax assets, including a valuation allowance, are as follows:
| Deferred Tax Assets | |
As of
April 30, 2015 | | |
As of
April 30, 2014 | |
| | |
| | |
| |
| Net operating loss carryforwards | |
$ | 629,000 | | |
$ | 350,000 | |
| | |
| | | |
| | |
| Net deferred tax assets before valuation allowance | |
| 264,000 | | |
| 147,000 | |
| Less: Valuation allowance | |
| (264,000 | ) | |
| (147,000 | ) |
| Net deferred tax assets | |
| 0 | | |
| 0 | |
A reconciliation between the amounts of income
tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:
| | |
As of
April 30, 2015 | | |
As of
April 30, 2014 | |
| | |
| | |
| |
| Statutory federal income tax | |
| (35.0 | )%) | |
| (35.0 | )% |
| Statutory state income tax | |
| (6.9 | )%) | |
| (6.9 | )% |
| Change in valuation allowance on deferred tax assets | |
| (41.9 | %) | |
| (41.9 | )% |
Due to the inherent uncertainty in forecasts
and future events and operating results, the Company has provided for a valuation allowance in an amount equal to gross deferred
tax assets resulting in the above figures for the periods audited.
GOLIATH FILM AND MEDIA
HOLDINGS
NOTES TO FINANCIAL
STATEMENTS
FOR THE YEARS ENDED
APRIL 30, 2015 AND 2014
NOTE 7 – OPERATING LEASE
On July 1, 2014, we entered into a month to
month lease for office space at location 4640 Admiralty Way, Marina del Rey, California, 90292. The rent is $199 per month.
The total rent and lease expense was $1,642
and $4,240 for the years ended April 30, 2015 and 2014, respectively.
NOTE 8 – COMMITMENTS AND CONTINGENCIES
Production Agreement
On April, 1, 2015 GFMH 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 GFMH 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.
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.
NOTE 9 – SUBSEQUENT EVENTS
On May 20, 2015 GFMH signed a distribution
agreement with Mar Vista Entertainment, LLC to distribute a feature film currently in development by GFMH. Per the agreement,
GMFH will receive $175,000 in advance payments per an agreed delivery schedule for providing distribution rights of the film “Terror
Bird” a science fiction movie being produced by GFMH to Mar Vista Entertainment LLC. Additionally, Mar Vista Entertainment,
LLC will receive 30% of the gross proceeds for a period of 25 years on the film.
Item 9A(T). CONTROLS
AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure Controls and Procedures.
We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed
under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized, and reported accurately,
in accordance with U.S. Generally Accepted Accounting Principles and within the required time periods, and that such information
is accumulated and communicated to our management, including our Chief Executive Officer, and our Chief Financial Officer, as
appropriate, to allow for timely decisions regarding disclosure. As of the end of the period covered by this report (April 30,
2015), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive
Officer, and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures
(as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Chief Executive Officer and our Chief
Financial Officer concluded that as of the end of the period covered by this Annual Report on Form 10-K our disclosure controls
and procedures were not effective to enable us to accurately record, process, summarize and report certain information required
to be included in the Company’s periodic SEC filings within the required time periods, and to accumulate and communicate
to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required
disclosure.
Internal Control Over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term
is defined in Exchange Act Rule 13a-15(f). Management conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations (“COSO”). Based upon that evaluation, our Chief Executive Officer and our Chief Financial
Officer concluded that as of the end of the period covered by this Annual Report on Form 10-K our internal control over financial
reporting was not effective as of the fiscal year ended April 30, 2015.
There were no changes in our internal control
over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred
during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
This annual report on internal control over
financial reporting does not include an attestation report of the Company’s registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in
this Annual Report.
Changes in Internal Controls
There have been no changes in our internal
controls over financial reporting during the quarter ended April 30, 2015 that have materially affected or are reasonably likely
to materially affect our internal controls.
Item 9B. OTHER INFORMATION
Not applicable
PART
III
Item 10. DIRECTORS,
EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
Directors and Executive Officers
The member of the Board of Directors of Goliath
Film and Media Holdings serves until the next annual meeting of stockholders, or until their successors have been elected. The
officer serves at the pleasure of the Board of Directors. The following are the directors and executive officers of Goliath Film
and Media Holdings.
Lamont Robert, President, Chief Executive
Officer and Acting Chief Financial Officer
Lamont Roberts, 60, has been President, Chief
Executive Officer and Director of Goliath since October, 2011. In 1997 he co-founded Millennium Personal and Business Management
Corporation with Wilt Chamberlain, representing and managing a client base comprising actors, athletes, directors, musicians and
writers. In the late 1990s Mr. Roberts also began producing film and television projects. In 2003, he was hired as the Executive
Director of Reel Image, Inc., a content funding corporation. As the head of Reel Image, Inc., he is working on distributing a
documentary that he wrote and produced entitled “Chosen By God- the Great Black Pharaohs of the 25th Dynasty.”
As an independent producer, Mr. Roberts produced the feature films “The Truth About Layla,” and “The Marina
Murders.” He acted as an Associate Producer on the feature film “Seducing Spirits,” and was the executive in
charge of production for the feature film “The Perfect Argument,” and the documentaries “Film Struggle,”
and “Living with Cancer.” Mr. Roberts has a BSBA in Finance and an MA in Real Estate and Urban Economics from the
University of Florida. He is a best selling author and lives in Marina Del Rey, CA.
Mike Criscione, Director
Mike Criscione, 63, has been on the Board
since May 1, 2014 has been a highly successful business man and real estate developer. He brought this extensive experience to
the film business in 1991, producing “LA Goddess”. From 2008 to the present Mr. Criscione has directed, financed and
produced numerous commercials, music videos, several motion pictures, and documentaries. He is a graduate of Vision Bible College
in Whittler, California where he earned his Bachelor degree.
Director Independence
Currently, the Company does not have any independent
directors. Since the Company’s Common Stock is not currently listed on a national securities exchange, we have used the
definition of “independence” of The NASDAQ Stock Market to make this determination.
Under NASDAQ Listing Rule 5605(a)(2), an “independent
director” is a “person other than an officer or employee of the company or any other individual having a relationship
which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director.”
We do not currently have a separately designated
audit, nominating or compensation committee. However, we do intend to comply with the independent director and committee composition
requirements in the future.
Limitation of Liability and Indemnification
Goliath’s Articles of Incorporation
provisions may be interpreted to provide for the indemnification of officers and directors for certain civil liabilities, including
liabilities arising under the Securities Act. In the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Code of Ethics
Goliath Film and Media Holdings has not adopted
a code of ethics which applies to the chief executive officer, chief operating officer and chief financial officer, because of
our level of operations of the public entity in 2015.
Audit Committee Financial Expert
Goliath Film and Media Holdings does not have
either an Audit Committee or a financial expert on the Board of Directors. The Board of Directors believes that obtaining the
services of an audit committee financial expert is not economically rational at this time in light of the costs associated with
identifying and retaining an individual who would qualify as an audit committee financial expert, the limited scope of our operations
and the relative simplicity of our financial statements and accounting procedures.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Exchange Act requires
Goliath Film and Media Holdings officers, directors and persons who own more than ten percent of a registered class of our equity
securities to file reports of ownership and changes in ownership with the SEC. Officers, directors and ten percent stockholders
are required by regulation to furnish Goliath Film and Media Holdings with copies of all Section 16(a) forms they file. The Company’s
common stock did not become registered under the Exchange Act until after the year ended April 30, 2012, so Section 16(a) is not
applicable to the Company.
Item
11. EXECUTIVE COMPENSATION
The following table sets forth the compensation
of the Company’s sole executive officer for the years ended April 30, 2015, 2014, and 2013.
| SUMMARY COMPENSATION TABLE | |
Name
and
Principal
Position
(a) | |
Year (b) | | |
Salary ($) (c) | | |
Bonus
($) (d) | | |
Stock
Awards
($) (e) | | |
Option
Awards
($) (f) | | |
Non Equity
Incentive
Plan
Compensation
($) (g) | | |
Nonqualified
Deferred
Compensation
Earnings
($) (h) | | |
All
Other
Compensation
($) (i) | | |
Total
($)(j) | |
| | |
| 2015 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| Lemont | |
| 2014 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 2,000 | | |
| 2,000 | |
| Roberts, CEO and PRES. | |
| 2013 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 3,000 | | |
| 3,000 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| 2015 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| Mike | |
| 2014 | | |
| 0 | | |
| 0 | | |
| | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 25,000 | | |
| 25,000 | |
| Criscione, DIRECTOR | |
| 2013 | | |
| 0 | | |
| 0 | | |
| | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| 2015 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| Kaila | |
| 2014 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| Criscione, COO | |
| 2013 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 5,000 | | |
| 5,000 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| 2015 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| John | |
| 2014 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 5,000 | | |
| 5,000 | |
| Ballard | |
| 2013 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 2,570 | | |
| 2,570 | |
Mr. Ballard received 5,000,000 restricted
common shares pursuant to his consulting contract dated May 1, 2014 and expiring May 1, 2015. The Chief Financial Officer elected
to not renew the contract and resigned effective May 1, 2015.
Mr. Roberts received 2,000,000 restricted
common shares pursuant to his consulting contract dated May 1, 2014. The employment contract has not been renewed and is on a
month to month basis.
Mr. Criscione received 25,000,000 restricted
common shares as a Director of the Company and to manage sales and marketing activities for the Company pursuant to his consulting
contract dated May 1, 2014. The consulting contract expired May 1, 2015. The consulting contract has not been renewed and is on
a month to month basis.
Mr. Roberts received 6,000,000 shares per
his employment contract in May 2012 for service valued at $6,000 or $3,000 per year expiring May 2014. There is no other cash
or non cash compensation paid to Mr. Roberts.
Ms. Criscione received 10,000,000 shares per
her employment contract in May 2012 for service valued at $10,000 or $5,000 per year expiring May 2014. There is no other cash
or non cash compensation paid to Ms. Criscione. Ms. Criscione resigned from the Company on May 1, 2014.
Mr. Ballard received 5,138,889 shares per
his employment contract in May 2012 for service valued at $5,139 or $2,570 per year expiring May 2014. Mr. Ballard also received
$9,000 in cash in the year ending April 2012. There is no other cash or non cash compensation paid to Mr. Ballard.
No amounts are paid or payable to directors
for acting as such.
Employment Agreements with Executive Officers
We do have
any employment agreements with our executive officers at this present time.
Director Compensation
Currently our directors serve without compensation.
| Item
12. | SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
The following table sets forth information
relating to the beneficial ownership of Company common stock as of July 1, 2012 by (i) each person known by Goliath Film and Media
Holdings to be the beneficial owner of more than 5% of the outstanding shares of common stock (ii) each of Goliath Film and Media
Holdings directors and executive officers, and (iii) the Percentage After Offering assumes the sale of all shares offered. Unless
otherwise noted below, Goliath Film and Media Holdings believes that all persons named in the table have sole voting and investment
power with respect to all shares of common stock beneficially owned by them. For purposes hereof, a person is deemed to be the
beneficial owner of securities that can be acquired by such person within 60 days from the date hereof upon the exercise of warrants
or options or the conversion of convertible securities. Each beneficial owner’s percentage ownership is determined by assuming
that any warrants, options or convertible securities that are held by such person (but not those held by any other person) and
which are exercisable within 60 days from the date hereof, have been exercised.
Beneficial ownership is determined in accordance
with SEC rules and generally includes voting or investment power with respect to the shares. We had 138,964,917 shares outstanding
as of July 1, 2015.
| Name | |
Office | |
Number of Common
Shares Owned | | |
Percentage of Shares
Owned | |
| | |
| |
| | |
| |
| Lamont Roberts | |
Chief Executive Officer | |
| 15,000,000
| (1) | |
| 10.8 | % |
| Mike Criscione | |
Director | |
| 25,166,000 | | |
| 18.1 | % |
| John Ballard | |
Chief Financial Officer | |
| 10,394,445 | (3) | |
| 7.5 | % |
| Kaila Criscione | |
Chief Operating Officer | |
| 30,000,000 | (2) | |
| 21.6 | % |
| Kevin Frawley | |
none | |
| 35,548,917
| (1) | |
| 25.6 | % |
| | |
| |
| | | |
| | |
| Total officer/director/5% owners | |
| |
| 116,109,362 | | |
| 83.6 | % |
| |
(1) |
Mr.
Frawley has granted to Lamont Roberts all rights to vote and direct the disposition of 20,000,000 shares held of record by
Mr. Frawley. |
| |
|
|
| |
(2) |
Ms. Criscione resigned
from the Company on May 1. 2014. |
| |
|
|
| |
(3) |
John Ballard resigned
from the Company on May 1. 2015. |
Item
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
During the year ended April 30, 2015, the
Company sold 11,603,250 restricted common shares to an affiliate shareholder pursuant to a private placement memorandum in exchange
for $136,365.
During the year ended April 30, 2014, the
Company sold 1,601,333 restricted common shares to an affiliate shareholder pursuant to a private placement memorandum in exchange
for $39,000 and issued 495,000 restricted common shares to relieve debt of $24,750.
For the year ended April 30, 2013, the Company
sold 1,772,000 restricted common shares to two affiliate shareholders pursuant to a private placement memorandum in exchange for
$88,600.
During the year ended April 30, 2013, the
Company determined that it would be in the best interests of the Company to increase the amount of shares to the consultant who
performs accounting services for the Company, an additional 133,333 restricted common shares and to the Chief Financial Officer,
an additional 266,667 restricted common shares valued at historical price of the company on May 1, 2012, which is $0.09 per share.
The Company has consulting agreements with
its Chief Financial Officer and another individual who performs accounting services for the Company, under which they are compensated
with restricted shares of the company’s common stock. The Chief Financial Officer received a total of 5 million shares with
a consulting contract expiring May 1, 2014. In addition, the individual providing accounting services received 500,000 restricted
common shares with a contract expiring on May 1, 2014.
The Company issued 6,000,000 restricted common
shares to our President and Chief Executive Officer, pursuant to his employment contract dated May 1, 2012. Further, the Company
issued 10,000,000 restricted common shares to our Chief Operating Officer pursuant to her employment contract dated May 1, 2012.
Director Independence
Currently, the Company does not have any independent
directors. Since the Company’s Common Stock is not currently listed on a national securities exchange, we have used the
definition of “independence” of The NASDAQ Stock Market to make this determination.
Under NASDAQ Listing Rule 5605(a)(2), an “independent
director” is a “person other than an officer or employee of the company or any other individual having a relationship
which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director.”
We do not currently have a separately designated
audit, nominating or compensation committee. However, we do intend to comply with the independent director and committee composition
requirements in the future.
Item 14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES.
Audit Fees
During the period covering the fiscal years
ended April 30, 2015 and 2014, our principal accounting firm Sadler Gibb & Associates was paid $9,500 in 2015 and $9,500 in
2014 for audit and review work.
Tax Fees
None.
All Other Fees
None.
Audit Committees pre-approval policies and
procedures
We do not have an audit committee. Our engagement
of Sadler and Gibb as our independent registered public accounting firm was approved by the Board of Directors.
PART
IV
Item 15. EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements. All Financial
Statements are listed in Item 7. No schedules are required.
(b) Exhibits. The following exhibits of
the Company are included herein.
| Number |
|
Description |
| |
|
|
| 3.1 |
|
Articles of Incorporation
(1) |
| |
|
|
| 3.2 |
|
Articles of Merger
with China Advanced Technologies Corporation (1) |
| |
|
|
| 3.3 |
|
Bylaws (1) |
| |
|
|
| 31.1 |
|
Certification of
Chief Executive and Financial Officer pursuant to Exchange Act Rule 13a-14(a)(2) |
| |
|
|
| 32.1 |
|
Certification of
Chief Executive and Financial Officer pursuant to 18 U.S.C. Section 1350(2). |
| (1) |
Incorporated by
reference with the exhibit so numbered in the Company’s Registration Statement on Form S-1, file number 333-169212. |
| |
|
| (2) |
Filed herewith.
|
SIGNATURES
Pursuant to the requirements of Section 13
or 15(d) 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 on December 17, 2015.
|
GOLIATH FILM AND MEDIA HOLDINGS |
| |
|
|
| |
By: |
/s/
Lamont Roberts |
| |
|
Lamont Roberts |
| |
|
Chief Executive Officer, President and acting |
| |
|
Chief Financial Officer |
| |
By: |
/s/
Mike Criscione |
| |
|
Mike Criscione |
| |
|
Director |
Exhibit
31.1
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Lamont
Roberts, certify that:
| 1. |
I
have reviewed this Annual Report on Form 10-K of Goliath Film and Media Holdings; |
| |
|
| 2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
| |
|
| 3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
| |
|
| 4. |
The
registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| |
(a) |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared; |
| |
|
|
| |
(b) |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
| |
|
|
| |
(c) |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based
on such evaluation; and |
| |
|
|
| |
(d) |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and |
| 5. |
The
registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors
(or persons performing the equivalent functions): |
| |
(a) |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
| |
|
|
| |
(b) |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
| Date:
December 17, 2015 |
/s/
Lamont Roberts |
| |
Lamont Roberts |
| |
Chief Executive
Officer |
| |
(Principal Executive
Officer) |
Exhibit
31.2
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Lamont
Roberts, certify that:
| 1. |
I
have reviewed this Annual Report on Form 10-K of Goliath Film and Media Holdings; |
| |
|
| 2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report; |
| |
|
| 3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
| |
|
| 4. |
The
registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| |
(a) |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during the period in which this report is being prepared; |
| |
|
|
| |
(b) |
Designed
such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles; |
| |
|
|
| |
(c) |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based
on such evaluation; and |
| |
|
|
| |
(d) |
Disclosed
in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and |
| 5. |
The
registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors
(or persons performing the equivalent functions): |
| |
(a) |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
| |
|
|
| |
(b) |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
| Date:
December 17, 2015 |
/s/
Lamont Roberts |
| |
Lamont Roberts |
| |
Chief Financial
Officer Acting |
| |
(Principal Financial
Officer) |
EXHIBIT
32.1
CERTIFICATION
PURSUANT TO
18 U.S.C. {section} 1350,
AS ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In connection
with the Annual Report of Goliath Film and Media Holdings (the “Company”) on Form 10-K for the year ending April 30,
2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lamont Roberts, Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. {section} 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that, to the best of my knowledge:
(1) the
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the
information contained in the Report fairly presents, in all material respects, the financial condition and result of operations
of the Company.
| Dated: December 17, 2015 |
|
| |
|
|
| By: |
/s/
Lamont Roberts |
|
| |
Lamont
Roberts |
|
| |
Chief
Executive Officer |
|
| |
(Principal
Executive Officer) |
|
EXHIBIT
32.2
CERTIFICATION
PURSUANT TO
18 U.S.C. {section} 1350,
AS ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In connection
with the Annual Report of Goliath Film and Media Holdings (the “Company”) on Form 10-K for the year ending April 30,
2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lamont Roberts, Acting
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. {section} 1350, as adopted pursuant to Section 906 of the
Sarbanes- Oxley Act of 2002, that, to the best of my knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the
information contained in the Report fairly presents, in all material respects, the financial condition and result of operations
of the Company.
| Dated:
December 17, 2015 |
|
| |
|
|
| By: |
/s/
Lamont Roberts |
|
| |
Lamont Roberts
Acting |
|
| |
Chief Financial
Officer |
|
| |
(Principal Financial
Officer) |
|
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