Item
1. Financial Statements.
The
accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles
for interim financial information and in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles for complete financial statements.
In
the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments
necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
The
results for the periods ended January 31, 2022 are not necessarily indicative of the results of operations for the full year.
GOLIATH
FILM AND MEDIA HOLDINGS
CONDENSED
CONSOLIDATED BALANCE SHEETS
See
accompanying notes to unaudited condensed consolidated financial statements
GOLIATH
FILM AND MEDIA HOLDINGS
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
See
accompanying notes to unaudited condensed consolidated financial statements
GOLIATH
FILM AND MEDIA HOLDINGS
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ DEFICIT
(unaudited)
See
accompanying notes to consolidated financial statements
GOLIATH
FILM AND MEDIA HOLDINGS
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
See
accompanying notes to unaudited condensed consolidated financial statements
GOLIATH
FILM AND MEDIA HOLDINGS
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE THREE MONTHS AND NINE MONTHS ENDED JANUARY 31, 2022 AND 2021
NOTE
1 – CONDENSED FINANCIAL STATEMENTS
The
accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly the financial position, results and operations and cash flows
at January 31, 2022 and for all periods presented herein, have been made.
Certain
information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be
read in conjunction with the financial statements and notes thereto included in the Company’s April 30, 2021 and 2020 audited financial
statements filed on Form 10-K on July 29, 2021. The results of operations for the periods ended January 31, 2022 and 2021 are not necessarily
indicative of the operating results for the full years.
NOTE
2 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
On
October 31, 2011 (the “Closing Date”), China Advanced Technology (an entity formed on February 16, 2010 in the State of Nevada)
acquired Goliath Film and Media International, a California corporation, by issuing 47,000,000 shares of its Common Stock, constituting
70.1% of the outstanding shares after giving effect to their issuance and the cancellation of 15,619,816 shares held by China Advanced
Technology’s prior control person. Immediately following the Closing, 67,100,000 shares were issued and outstanding. On the Closing
Date, the name of China Advanced Technology was changed to Goliath Film and Media Holdings (“Goliath” or “the Company”).
All share numbers herein have been adjusted for an eight-for-1 forward stock split affected as of the Closing Date. The forward stock
split was reflected in the trading market on February 13, 2012. The transaction was accounted for as a reverse acquisition in which Goliath
Film and Media International is deemed to be the accounting acquirer, and the prior operations of Goliath (formerly China Advanced Technology)
are consolidated for accounting purposes. Since Goliath had no operations, assets, or liabilities as of the Closing, no audit of that
entity was required under the materiality thresholds of Regulation S-X Rule 8-04.
Organization,
Nature of Business and Trade Name
The
Company is engaged in the production and distribution of motion pictures and television content. The Company has previously realized
revenues from its planned principal business purpose however these revenues are declining but future revenues are being anticipated as
we see demand for films increasing for companies providing streaming services. For the three and nine months ended January 31, 2022,
we had no revenues. For the three and nine months ended January 31, 2021, we had revenues of $38,366 and $38,366, respectively.
Principles
of Consolidation
The
accompanying condensed consolidated financial statements includes the accounts of Goliath Film and Media Holdings and its subsidiary,
Goliath Film and Media International (“Goliath” or “the Company”). All intercompany accounts and transactions
have been eliminated.
Basis
of Presentation
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates.
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a
system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is
designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions
are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of
operations and cash flows of the company for the respective periods being presented.
Use
of Estimates
The
preparation of financial statements in accounting principles generally accepted in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’
estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the
period in which such changes occurred.
Actual
results could differ from those estimates. The Company’s financial statements reflect all adjustments that management believes
are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
Cash
and Cash Equivalents
For
purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents.
Accounts
Receivable
Accounts
receivable, if any, are carried at the expected net realizable value. The allowance for doubtful accounts, when determined, will be based
on management’s assessment of the collectability of specific customer accounts and the aging of the accounts receivable. If there
were a deterioration of a major customer’s creditworthiness, or actual defaults were higher than historical experience, our estimates
of the recoverability of the amounts due to us could be overstated, which could have a negative impact on operations.
The
Company currently does not have any accounts receivable. The above accounting policies will be adopted upon the Company carrying accounts
receivable.
Films
and Television Costs
The
Company capitalizes production costs for films produced in accordance with ASC 926-20, “Entertainment-Films - Other Assets - Film
Costs”. Accordingly, production costs are capitalized at actual cost and then charged against revenue quarterly as a cost of production
based on the relative fair value of the film(s) delivered and recognized as revenue. The Company evaluates its capitalized production
costs annually and limits recorded amounts by its ability to recover such costs through expected future sales. As of January 31, 2022,
the Company had no production costs.
Revenue
Recognition
On
January 1, 2018, the Company adopted Accounting Standards Codification ASC 606 (“ASC 606”), Revenue from Contracts with
Customers, using the modified retrospective approach for all contracts not completed as of the date of adoption. Results for the
reporting periods beginning on January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue
to be reported in accordance with accounting under ASC 605, Revenue Recognition. As a result of adopting ASC 606, amounts reported
under ASC 606 were not materially different from amounts that would have been reported under the previous revenue guidance of ASC 605,
as such, there was no cumulative adjustment to retained earnings.
The
Company generates all of its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance obligation
by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive
in exchange for those services. The Company determines revenue recognition through the following steps:
| 1. |
Identification of the contract, or contracts, with a customer. |
| 2. |
Identification of the performance obligations in the contract. |
| 3. |
Determination of the transaction price. |
| 4. |
Allocation of the transaction price to the performance obligations
in the contract |
| 5. |
Recognition of revenue when, or as, we satisfy a performance
obligation. |
At
contract inception, the Company assesses the services promised in our contracts with customers and identifies a performance obligation
for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations,
the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by
customary business practices. The Company allocates the transaction prices to the performance obligations.
The
Company provides for an allowance for doubtful accounts based on history and experience considering economic and industry trends. The
Company does not have any off-Balance Sheet exposure related to its customers.
The
Company recognizes revenue when the distributor confirms to the Company that the film has been delivered to the distributor with all
technical and document deliveries received, waived or deferred and the film has been entered into the distributor’s rights system.
The
Company evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as
commissions. Generally, when the Company is primarily obligated in a transaction, are subject to inventory risk, have latitude in establishing
prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded at the gross sale price. The Company
generally records the net amounts as commissions earned if we are not primarily obligated and do not have latitude in establishing prices.
The Company recognizes revenue from the distribution of its films on a net revenue basis as Mar Vista distributes the films to Mar Vista’s
end customers.
For
the three and nine months ended January 31, 2022, we had no revenues. For the three and nine months ended January 31, 2021, we had revenues
of $38,366 and $38,366, respectively.
Advertising
Advertising
expenses are recorded as general and administrative expenses when they are incurred. There was no advertising expense for the three and
nine months ended January 31, 2022 and 2021.
Research
and Development
All
research and development costs are expensed as incurred. There was no research and development expense for the three and nine months
ended January 31, 2022 and 2021.
Income
tax
We
account for income taxes under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
No. 740, Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that includes the enactment date.
Fair
Value of Financial Instruments
The
Company follows the provisions of ASC 820. This Topic defines fair value, establishes a measurement framework and expands disclosures
about fair value measurements.
The
Company uses fair value measurements for determining the valuation of derivative financial instruments payable in shares of its common
stock. This primarily involves option pricing models that incorporate certain assumptions and projections to determine fair value. These
require management’s judgment.
Fair
Value Measurements
FASB
ASC Topic 825, Financial Instruments, requires disclosures about fair value of financial instruments in quarterly reports as well
as in annual reports. For the Company, this statement applies to certain investments and long-term debt. Also, the FASB ASC Topic 820,
Fair Value Measurements and Disclosures, clarifies the definition of fair value for financial reporting, establishes a framework
for measuring fair value and requires additional disclosures about the use of fair value measurements.
Various
inputs are considered when determining the value of the Company’s investments and long-term debt. The inputs or methodologies used
for valuing securities are not necessarily an indication of the risk associated with investing in these securities. These inputs are
summarized in the three broad levels listed below.
●
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 January 31, 2022, 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 January 31, 2022, the Company had less than $1,000 in assets.
Basic
and diluted earnings per share
Diluted
earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject to
redemption) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported, the weighted-average
number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
The
total number of potential additional dilutive securities outstanding for the three months and nine months ended January 31, 2022 and
2021 was none.
Concentrations,
Risks, and Uncertainties
The
Company did not have a concentration of business with suppliers constituting greater than 10% of the Company’s expenses during
2021 or 2020. In fiscal years 2021 and 2020, all of its revenues were from Mar Vista Entertainment LLC.
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.
Recently
Enacted Accounting Standards
The
Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.
NOTE
3 – COMMON STOCK
The
Company has authorized 1,000,000 shares of preferred stock, $0.001 par value, with such rights, preferences and designation and to be
issued in such series as determined by the Board of Directors. No shares of preferred stock are issued and outstanding at January 31,
2022 and 2021.
The
Company has authorized 300,000,000 shares of par value $0.001 common stock, of which 138,964,917 and 138,964,917 shares are outstanding
at January 31, 2022 and April 30, 2021, respectively. No shares of common stock have been issued for the three months and nine months
ended January 31, 2022 and 2021.
As
of January 31, 2022, the Company has not issued an aggregate 38,153,269 common shares to three shareholders (a total of 32,153,269 to
related parties and 6,000,000 to a third party). These shares are reflected in the above disclosures.
NOTE
4 - GOING CONCERN
The
Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable
to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However,
the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to
cover its operating costs, which raises substantial doubt about our ability to continue as a going concern for a period of one year from
the issuance of these financial statements.
Under
the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention
nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly,
assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in
the normal course of business.
The
ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in
the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments
that may be necessary if the Company is unable to continue as a going concern.
During
the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business,
maintaining its good standing and making the requisite filings with the Securities and Exchange Commission. The Company may experience
a cash shortfall and be required to raise additional capital.
Historically,
the Company has relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth.
Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from
private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do
so could have a material and adverse effect upon its and its shareholders.
In
the past year, the Company funded operations through contributions from officers and affiliates of the Company. For the coming year,
the Company plans to continue to fund the Company through debt and securities sales and issuances, focus on a possible joint venture
or merger until the company generates revenues through the operations of such merged company or joint venture as stated above.
NOTE
5 - RELATED PARTY TRANSACTIONS
For
the three months and nine months ended January 31, 2022 and 2021, the Company made payments of $0 and $3,000 to C&R Films for film
production costs and reimbursement of various expenses. C&R paid expenses totaling $0 and $0 and $597 and $12,591 in the three and
nine months ended January 31, 2022 and 2021, respectively, in operating expenses including rent, filing expenses, and accounting costs
on behalf of the Company. In addition, during the nine months ended January 31, 2021, C&R paid $4,004 of the Company’s accounts
payable. C&R Films is controlled by Lamont Robert, CEO and acting CFO of the Company. The Company has a balance owed to C&R Films
of $30,096 at January 31, 2022.
During
the three months and nine months ended January 31, 2022 and 2021, the Company made no payments to Dos Cabezas for film production costs
and reimbursement of various expenses. Dos Cabezas paid expenses totaling $0 and $0 and $0 and $7,394 in the three months and nine months
ended January 31, 2022 and 2021, respectively, in operating expenses including accounting costs on behalf of the Company. Dos Cabezas
is controlled by Lamont Robert, CEO and acting CFO of the Company. The Company has a balance owed to Dos Cabezas of $14,394 at January
31, 2021.
During
the three months and nine months ended January 31, 2022 and 2021, Kevin Frawley, an affiliate, paid expenses totaling $2,575 and $2,575
and $0 and $0, respectively, in operating expenses, including audit fees, on behalf of the Company. The Company has a balance owed to
Mr. Frawley of $18,665 at January 31, 2022.
During
the three months and nine months ended January 31, 2022 and 2021, the Company made no payments to Mike Criscione, Director, for reimbursement
of various expenses. Mr. Criscione paid expenses totaling $3,995 and $9,570 and $2,575 and $9,575 in the three months and nine months
ended January 31, 2022 and 2021, respectively, in operating expenses including accounting costs on behalf of the Company. The Company
has a balance owed to Mr. Criscione of $27,900 at January 31, 2022.
Related
party transactions have been disclosed in the other notes to these financial statements.
NOTE
6 – COMMITMENTS AND CONTINGENCIES
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
7 – SUBSEQUENT EVENTS
There
were no events subsequent to January 31, 2022, and up to the date of this filing that would require disclosure.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward
Looking Statement Notice
Certain
statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the
Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements
involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Goliath
Film and Media Holdings, (“we”, “us”, “our” or the “Company”)
to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s
plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing
involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions,
all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the
Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate
and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate.
In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.
COVID-19
Global Pandemic
The
impacts associated with the ongoing COVID-19 global pandemic and measures to prevent its spread, and the resulting economic uncertainty,
continue to affect our business in a number of ways. It will cause delays in production of film and television content of our potential
films when production begins, both domestically and internationally and if production is resumed it may be paused again, there would
be the impact of incremental costs required to adhere to health and safety protocols and or if and when certain of our content will be
released. The full extent of impacts related to the COVID-19 global pandemic on our business, operations and financial results will depend
on numerous evolving factors that we may not be able to accurately predict.
We
expect that the ultimate impact of these disruptions, including the extent of any adverse impact on our business, results of operations
and financial condition, will depend on, among other things, the duration and spread of the pandemic.
Description
of Business
Background.
The
Company was incorporated in Nevada on February 16, 2010 under the name “China Advanced Technology” as the successor by merger
to Vitalcare Diabetes Treatment Centers, Inc. (“Vitalcare”). In February and March 2010, Vitalcare underwent a holding company
reorganization under Delaware law, pursuant to which it became a wholly-owned subsidiary of Vitalcare Holding Corporation, and Vitalcare,
together with its assets and liabilities, was sold to a non-affiliated third party. Vitalcare Holding Corporation subsequently reincorporated
in Nevada by merger into China Advanced.
Vitalcare
was in the business of administering medical clinics specializing in diabetes treatment. It was the successor to Network Financial Services,
Inc. (“Network”), which went public in an underwritten offering in 1987. Network was engaged in mortgage origination, and
changed its name to Westmark Group Holdings (“Westmark”) in 1993 in connection with the acquisition of Westmark Mortgage
from Primark Corporation. Westmark ceased operations at some time in 2006, and in 2006 ceased filing reports under the Securities Exchange
Act of 1934. The corporate entity was thereafter known as Viking Consolidated, Inc. (2006), Tailor Aquaponics World Wide, Inc. (2007)
and Diversified Acquisitions (2007) until it entered the medical clinic business in early 2008. The Company has no information regarding
any business activities from 2006 after the mortgage origination business closed, to early 2008.
On
October 25, 2011, Goliath Film and Media International, a Nevada corporation, entered into an Agreement and Plan of Reorganization (the
“Exchange Agreement”), pursuant to which Goliath Film and Media International was acquired by China Advanced Technology.
Prior to the acquisition, our principal operations consisted of internet marketing, and were conducted through a wholly owned subsidiary,
Live Wise, Inc. Live Wise was disposed of on October 31, 2011 for cancellation of debt and shares described below. At the Closing Date,
there were no assets or liabilities on China Advanced Technology’s balance sheets.
The
transaction closed on October 31, 2011 (the “Closing Date”). On the Closing Date China Advanced Technology acquired Goliath
Film and Media International by issuing 47,000,000 shares of its Common Stock, constituting 70.1% of the outstanding shares after giving
effect to their issuance and the cancellation of 15,619,816 shares held by China Advanced Technology’s prior control person. Immediately
following the Closing, 67,100,000 shares were issued and outstanding. On the Closing Date, the name of China Advanced Technology was
changed to Goliath Film and Media Holdings. All share numbers herein have been adjusted for an eight-for-1 forward stock split affected
as of the Closing Date. The forward stock split was reflected in the trading market on February 13, 2012.
Overview.
Goliath
Film and Media Holdings, through its wholly-owned subsidiaries Goliath Film and Media International and Goliath Movie Partners 1, LLC
(collectively, “Goliath” or the “Company”), develops, produces and licenses for distribution, domestically and
internationally, quality digital content with an emphasis on “niche” markets of the feature motion picture and television
content segments of the entertainment industry, such as, without limitation, education, faith-based, horror and socially responsible
minority content. Goliath does not intend to engage in domestic theatrical distribution of motion pictures to any significant extent.
In
qualified cases, Goliath will develop screenplays that will be outsourced to an independent entity for production, but will be licensed
for distribution through the Company. Also, in certain cases Goliath will produce content that is tied to working with an established
distributor that provides an advance or minimum guarantee for the production of a project that will be licensed by the participating
distributor. Goliath plans to produce content and to distribute domestically and internationally, through a wide distribution network
which includes major international theatrical exhibitors, and other distributors and television networks. We plan to utilize corporate
sponsorships as a means of reducing the costs of advertising and marketing in distribution. Further, we may augment our marketing efforts
with a limited and strategically focused advertising campaign in traditional “print” media with press releases targeted specifically
toward standard entertainment industry trade journals and publications on an “as needed” basis as well as the inclusion of
targeted “social media” campaigns.
Goliath’s
revenue model includes receiving revenue from distribution fees. A limited number of its content properties include projects developed
and produced by Goliath and those produced by an independent third party production companies.
Production
Agreements
On
March 4, 2016, we signed a distribution agreement with Mar Vista Entertainment, LLC (“Mar Vista”) to distribute a feature
length motion picture currently completed. Per the agreement, we received $125,000 in advance payments per an agreed delivery schedule
for providing distribution rights on the motion picture “Bridal Bootcamp” a romantic comedy movie produced by Goliath for
delivery to Mar Vista for distribution. Additionally, Mar Vista will receive 35% of the gross proceeds for a period of 25 years on the
motion picture. As of October 31, 2016, the Company has received $125,000 of the advance payments. Bridal Boot Camp was completed in
October 2016 resulting in the recognition of the advance payments as revenue of $125,000 in October 2016. Mar Vista is distributing this
film. The Company had revenue $0 and $38,366 and $0 and $38,366 for the three and nine months ended January 31, 2022 and 2021, respectively.
On
September 18, 2015, we signed a distribution agreement with Mar Vista to distribute a feature length motion picture currently completed.
Per the agreement, we received $125,000 in advance payments per an agreed delivery schedule for providing distribution rights on the
motion picture “Merry Exes” retitled “Girlfriends of Christmas Past” a Christmas holiday movie produced by Goliath
and delivered to Mar Vista. for distribution. Additionally, Mar Vista will receive 35% of the gross proceeds for a period of 25 years
on the motion picture. As of October 31, 2016, we have received $125,000 of the advance payments. “Merry Exes” “Girlfriends
of Christmas Past was completed June 6, 2016 resulting in the recognition of the advance payments as revenue of $125,000 in June 2016.
Mar Vista distributed this movie to UPTV. For the three and nine months ended January 31, 2022, we had no revenues. For the three and
nine months ended January 31, 2021, we had revenues of $38,366 and $38,366, respectively.
On
May 20, 2015, we signed a distribution agreement with Mar Vista to distribute a feature length motion picture currently completed by
us and being licensed by Mar Vista. Per the agreement, we received $175,000 in advance payments per an agreed delivery schedule for providing
distribution rights on the motion picture “Terror Birds” a science fiction movie produced by Goliath and delivered to Mar
Vista. for distribution. Additionally, Mar Vista will receive 30% of the gross proceeds for a period of 25 years on the film. As of April
30, 2016, the Company had received $175,000 of the advance payments. Terror Birds was completed December 14, 2015 resulting in the recognition
of the advance payments as revenue of $175,000 in February 2016. Mar Vista is continuing to distribute this film.
Questions
and Answers
What
is your business?
We
develop, produce and distribute motion pictures and digital content. At this time, we do not intend to engage in theatrical releases
of motion pictures, due to the high up- front costs of advertising and marketing theatrically. However, in some specific cases the company
will consider theatrical releases based upon a “four wall”, limited release delivery that will be focused on targeted niche
audiences.
What
is the timeline for your activities during the next 12 months?
Over
the next 90 days to one year, our efforts will be concentrated on developing and producing content with distributors for licensing by
them of at least three projects.
What
is this going to cost you?
We
expect that producing the aforementioned content will cost approximately $150,000 per project, however licensing and distribution will
be handled by an experienced distributor for a fee of anywhere from 30 – 35% and the costs of advertising and marketing will be
handled by them and charged against gross distribution licensing proceeds.
Why
are these motion pictures not being distributed already?
The
motion pictures that are being produced by the Company and distributed by Mar Vista take anywhere from six to nine months from completion
of production and delivery to obtain licensing agreements.
Generally,
the main reason why good, quality motion pictures are not distributed is that the production of a motion picture requires money and creativity,
and marketing a motion picture requires an entirely different set of skills. Many people dream of making a movie; few aspire to distribute
them. We estimate that there are in excess of 10,000 such motion pictures “gathering dust.” There also have been and continue
to be substantial tax incentives for motion picture production in many States and international Territories, so that many producers do
not need to depend on successful marketing in order to find investors for their projects. A secondary factor is the difficulty of finding
a reputable distributor. We think that our management has an excellent reputation in the industry and we will be able to obtain distribution
rights for content. Finally, many distributors as well as buyers do not have an interest in niche market films, because they see the
market as limited. Goliath sees the problem to be, rather, there is no market merely because no one has assembled a critical mass of
films for these niches. Most participants in the motion picture industry are based in “Hollywood” and the major coastal metropolitan
areas. As an example, our “faith-based” films especially are targeted toward the “Bible Belt” and the “Flyover
Country”: places that the industry has consistently overlooked.
Why
are you able to identify and acquire these motion pictures and educational videos?
After
attending all the major content acquisition markets around the world over the last three years, our Staff has developed relationships
with numerous quality filmmakers who need assistance in marketing and distributing their product. Goliath has also developed vital relationships
with many of the major content buyers, distributors, networks and sales agents. Many of the filmmakers have requested the Company’s
assistance in marketing and distributing their product. Goliath will continue to pursue the marketing and distribution of product that
is demanded in the marketplace and desired by major aggregators, distributors, networks and studios.
So
how are you different than Amazon, Netflix, and Hulu, to name a few? How can you compete with them? They have a lot of money and name
recognition. Why wouldn’t they jump into your niches?
As
a content provider we are not competing with these entities but rather are working on providing them with quality content. As an example,
NETFLIX using its “streaming platform” has such a high demand for programming content, they are spending in excess of $8
billion this year for the acquisition of completed programming as well as for the development of original content by them. Therefore,
as is mentioned, part of their resources are directed toward acquiring content and part is targeting “in-house” and joint
venture productions of quality content. This content will be targeted to their subscription base on a domestic and international level.
There
are a number of quality content producers that work with the major networks and content distributors, Goliath is moving toward becoming
one of these content providers. We believe there exists significant opportunities for our company in that the demand for programming
is increasing almost exponentially. Irrespective of the platform for viewing by the consumer/subscriber, the demand for quality content
is continuing to expand. The upward trend is ongoing, which is where we see an opportunity for Goliath to provide product to reach many
components of the overall market.
Don’t
cable and satellite networks already offer specialty channels like TBN (for faith based) and BET (Black Entertainment Television (for
the African-American Community)?
As
mentioned above about NETFLIX, even though these channels maybe in niche markets they must expand the type, genre and format of the content
that they are showing in order to remain viable, therefore the opportunity to assist them by providing quality programming is ongoing
and expanding.
What
other niches are you looking at entering?
We
believe that there is an increasing and ongoing trend in home entertainment in servicing niches. Many viewers have cable or satellite
service with hundreds of channels, but view only a few channels that cater to their particular interests. The significant type of niche
we are targeting are the numerous immigrant groups in the United States. Other than Spanish speaking immigrants, coverage is scarce.
There
are many interest groups that might be interested in specialty movies or programming. As an example, in Hawaii and Southern California,
for instance, surfing is quite popular, and there exists a huge body of surfing films which would be of interest.
What
about ancillary markets?
We
plan to incorporate advertising and marketing through social media and traditional outlets to the highest degree possible.
How
do these distribution rights work?
We
enter into a Distribution Agreement for each motion picture. Terms may be perpetual or limited by years. The motion pictures that we
are acquiring will have a term of five years. We will generally obtain a fee of 20% to 30% of gross revenues. Licensing will be flexible
for usage applications on a yearly or multi-year basis. Most markets, especially foreign territories have a tendency to continuously
renew content licensing.
How
many employees do you have? Do you have an office?
We
have no employees. Our administrative office is in Carson City, Nevada.
Do
you have a website?
Our
website is www.goliathfilmandmediainternational.com. We have a mirror site at www.goliathfilmandmedia.com
Recent
Accounting Pronouncements
We
have evaluated new accounting pronouncements that have been issued and are not yet effective for us and determined that there are no
such pronouncements expected to have an impact on our future financial statements.
Plan
of Operations
We
had a net loss of $6,569 and $28,243 for the three months and nine months ended January 31, 2022, respectively, and historical losses
totaling $1,081,437 as of January 31, 2022. These factors create substantial doubt about the Company’s ability to continue as a
going concern. The Company’s management plan to continue as a going concern revolves around its ability to execute its business
strategy of digital content, as well as raising the necessary capital to pay ongoing general and administrative expenses of the Company.
Results
of Operations
Three
Ended January 31, 2022 Compared to Three Months Ended January 31, 2021
Film
Production Revenue
For
the three months ended January 31, 2022 we had revenues of $0. For the three months ended January 31, 2021, we had revenues of $38,366.
The decrease is due to a distribution fee paid to us by Mar Vista related to the motion pictures “Merry Exes” and “Bridal
Bootcamp” in the three months ended January 31, 2021.
Cost
of Sales
During
the three months ended January 31, 2022 and 2021, we had no cost of sales.
Operating
expenses
Operating
expenses increased by $1,863, or 39.6%, to $6,569 in the three months ended January 31, 2022 from $4,706 in the three months ended January
31, 2021 primarily due to an increase in consulting fees of $3,000, offset primarily by a decrease in professional fees of $1,157.
Operating
expenses for the three months ended January 31, 2022 were comprised primarily of professional fees of $2,932, consulting fees of $3,000,
rent of $597, and $40 of other operating expenses.
Operating
expenses for the three months ended January 31, 2021 were comprised primarily of professional fees of $4,089, rent of $597, and $20 of
other operating expenses.
Net
loss before income taxes
Net
loss before income taxes for the three months ended January 31, 2022 totaling $6,569 is primarily due to consulting services, rent, and
other operating expenses compared to a net loss before income taxes for the three months ended January 31, 2021 totaling $33,660 is primarily
due to revenue of $38,366 offset by consulting services, rent, and other operating expenses.
Assets
and Liabilities
Total
assets were $699 as of January 31, 2022 compared to $14,833 as of April 30, 2021, or a decrease of $14,134 primarily the result of a
decrease in cash of $14,134. Total liabilities were $110,138 as of January 31, 2022 compared to $96,029 as of April 30, 2021, or an increase
of $14,109, primarily the result of an increase in accounts payable – related party of $13,395 and accounts payable and accrued
expenses of $714.
Nine
Months Ended January 31, 2022 Compared to Nine Months Ended January 31, 2021
Film
Production Revenue
For
the nine months ended January 31, 2022 we had no revenues. For the nine months ended January 31, 2021, we had revenues of $38,366. The
decrease is due to a distribution fee paid to us by Mar Vista related to the motion pictures “Merry Exes” and “Bridal
Bootcamp” in the nine months ended January 31, 2021.
Cost
of Sales
For
the nine months ended January 31, 2022 and 2021, we had no cost of sales.
Operating
expenses
Operating
expenses increased by $423, or 1.5%, to $28,243 in the nine months ended January 31, 2022 from $27,820 in the nine months ended January
31, 2021 primarily due to an increase in consulting services, offset primarily by a decrease in professional fees.
Operating
expenses for the nine months ended January 31, 2022 were comprised primarily of professional fees of $17,452, office rent of $1,791,
and consulting services of $9,000.
Operating
expenses for the nine months ended January 31, 2021 were comprised primarily of professional fees of $25,955, office rent of $1,791,
and $74 of other operating expenses.
Net
loss before income taxes
Net
loss before income taxes for the nine months ended January 31, 2022 totaling $28,243 is primarily due to consulting services costs, professional
fees, and rent compared to net loss for the nine months ended January 31, 2021 totaling $10,546 primarily due to professional fees, consulting
services, travel costs, rent, and other operating expenses.
Liquidity
and Capital Resources
General
– Overall, we had a decrease in cash of $14,134 in the nine months ended January 31, 2022 resulting from cash used in operating
activities of $18,384 and cash provided by financing activities of $4,250.
The
following is a summary of our cash flows provided by (used in) operating, investing, and financing activities during the periods indicated:
| | |
Nine Months Ended January 31, | |
| | |
2022 | | |
2021 | |
| | |
| | |
| |
| Cash at beginning of period | |
$ | 14,534 | | |
$ | 155 | |
| Net cash used in operating activities | |
| (18,384 | ) | |
| 38,293 | |
| Net cash used in investing activities | |
| — | | |
| — | |
| Net cash provided by financing activities | |
| 4,250 | | |
| — | |
| Cash at end of period | |
$ | 400 | | |
$ | 38,488 | |
Net
cash used in operating activities was $18,384 for the nine months ended January 31, 2022 compared to net cash provided by operations
for the nine months ended January 31, 2021 of $38,293. Cash used in operations for the nine months ended January 31, 2022 consisted of
a net loss of $28,243 and the change in accounts payable - related parties of $3,000, offset partially by expenses paid on behalf of
Company – related party of $12,145 and accounts payable and accrued expenses of $714.
Net
cash provided by investing activities was $0 for the nine months ended January 31, 2022 and January 31, 2021.
Net
cash provided by financing activities was $4,250 for the nine months ended January 31, 2022 consisting of advances from a related party
of $4,250. Net cash provided by financing activities was $0 for the nine months ended January 31, 2021.
Our
cash needs for the year ending April 30, 2022 are estimated to be $200,000. This budget is based on the assumption that we will carry
out one project at a time for which we will need about $50,000 in working capital; general and administrative expenses of $150,000 for
the costs related to being public, and miscellaneous office expenses. We sold no shares during the three and nine months ended January
31, 2022 and 2021. 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 2022 fiscal year.
Information
included in this report includes forward looking statements, which can be identified by the use of forward-looking terminology such as
may, expect, anticipate, believe, estimate, or continue, or the negative thereof or other variations thereon or comparable terminology.
The statements in “Risk Factors” and other statements and disclaimers in this report constitute cautionary statements identifying
important factors, including risks and uncertainties, relating to the forward-looking statements that could cause actual results to differ
materially from those reflected in the forward-looking statements.
Equity
Financing
During
the three months and nine months ended January 31, 2022 and 2021, the Company did not enter into any private placement memorandums.
Company
has not issued a total of $38,153,269 common shares (6,000,000 common shares due to a third party and 32,153,269 common shares due to
related party affiliates). These shares are reflected in the above disclosures.
Advances
from related party
The
Company borrows funds from the Company’s Director for working capital purposes from time to time. The Company has recorded the
principal balance due of $4,250 and $0 under Accounts payable - related party in the accompanying Balance Sheets at January 31, 2022
and April 30, 2021, respectively. The Company received advances of $4,250 and $0 and no repayments for the nine months ended January
31, 2022 and 2021, respectively.
Other
During
the three and nine months ended January 31, 2022 and 2021, the Company made payments of $0 and $3,000 to C&R Films for film production
costs and reimbursement of various expenses. C&R paid expenses totaling $0 and $0 and $597 and $11,944 in the three and nine months
ended January 31, 2022 and 2021, respectively, in operating expenses including rent, filing expenses, and accounting costs on behalf
of the Company. In addition, during the nine months ended January 31, 2021, C&R paid $4,004 of the Company’s accounts payable.
C&R Films is controlled by Lamont Robert, CEO and acting CFO of the Company. The Company has a balance owed to C&R Films of $30,096
at January 31, 2022.
During
the three and nine months ended January 31, 2022 and 2021, the Company made no payments to Dos Cabezas for film production costs and
reimbursement of various expenses. Dos Cabezas paid expenses totaling $0 and $0 and $0 and $7,394 in the three and nine months ended
January 31, 2022 and 2021, respectively, in operating expenses including accounting costs on behalf of the Company. Dos Cabezas is controlled
by Lamont Robert, CEO and acting CFO of the Company. The Company has a balance owed to Dos Cabezas of $14,394 at January 31, 2022.
During
the three and nine months ended January 31, 2022 and 2021, Kevin Frawley, an affiliate, paid expenses totaling $2,575 and $2,575 and
$0 and $0, respectively, in operating expenses, including audit fees, on behalf of the Company. The Company has a balance owed to Mr.
Frawley of $18,665 at January 31, 2022.
During
the three months and nine months ended January 31, 2022 and 2021, the Company made no payments to Mike Criscione, Director, for reimbursement
of various expenses. Mr. Criscione paid expenses totaling $3,995 and $9,570 and $2,575 and $9,575 in the three months and nine months
ended January 31, 2022 and 2021, respectively, in operating expenses including accounting costs on behalf of the Company. The Company
has a balance owed to Mr. Criscione of $27,900 at January 31, 2022.
Contractual
Obligations and Off-Balance Sheet Arrangements
We
do not have any contractual obligations or off balance sheet arrangements.