GFMH 10-K
Goliath Film & Media Holdings (GFMH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
| Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
| For the fiscal
year ended |
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| Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
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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 ☐ ☒
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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. ☒ NO ☐
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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.
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by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTCBB |
The
aggregate market value of the voting stock held by non-affiliates of the registrant as of October 31, 2022 was $
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
There were shares of common stock $0.001 par value, issued and outstanding as August 14, 2023.
DOCUMENTS
INCORPORATED BY REFERENCE –
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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 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.
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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 $48,207 and $0 for the fiscal years ended April 30, 2023 and 2022, 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 years ended April 30, 2023 and 2022, we had revenues of $73,375 and $0, 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. The Company had no revenue for the years months ended April 30, 2023 and 2022, respectively.
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.
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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 $17 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.
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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
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 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 still 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 or in television licensing 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 produce for distribution as well as content which we distribute, which cannot be predicted with certainty. In particular, the underperformance at the box office or on television, VOD or streaming etc. 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 content that we distribute, or that which we produce for distribution 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.
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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 the development, production, 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 became 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 and therefore, 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.
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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 112 N. Curry Street, Carson City, Nevada, NV 89703.
| 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. |
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The Company’s common stock is traded on the OTCBB pink sheet markets under the symbol ”GFMH”.
| (b) | Holders |
As of August 14, 2023, there were 89 record holders of our common stock.
| (c) | Dividends |
We have not paid any dividends on our 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, 2023.
| (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). |
Company issuances of common stock during the years ended April 30, 2023 and 2022.
None.
| 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.
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.
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.
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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 subsidiaries. All intercompany 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
On January 1, 2018, the Company adopted Accounting Standards Codification ASC 606 (“ASC 606”), Revenue from Contracts with Customers, using the modified retrospective approach for all contracts not completed as of the date of adoption.
The Company generates all of its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. The Company determines revenue recognition through the following steps:
| 1. | Identification of the contract, or contracts, with a customer. | |
| 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 entire transaction price to a single performance obligation.
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.
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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 year ended April 30, 2023 we had revenues of $121,582 compared to $0 for the year ended April 30, 2022. Revenues in fiscal year 2023 were due to distribution fees paid to us by Mar Vista related to the motion pictures “Merry Ex’s” of $73,375 and “Bridal Boot Camp” of $48,207.
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 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 April 30, 2023, the Company had no production costs.
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 ASC 505.
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.
| 10 |
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.
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 April 30, 2023 and 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.
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 years ended April 30, 2023 and 2022 was none.
Concentrations, Risks, and Uncertainties
The Company has not entered into any contracts that obligate it to purchase a minimum quantity or exclusively from any supplier.
Recent Accounting Pronouncements
The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.
| 11 |
Plan of Operations
The Company had net income of $76,569 and a net loss of $95,579 for the years ended April 30, 2023 and 2022, respectively, and historical losses totaling $1,072,204. 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.
Results of Operations
Fiscal Year Ended April 30, 2023 Compared to Fiscal Year Ended April 30, 2022
Revenue
For the year ended April 30, 2023 we had revenues of $121,582 compared to $0 for the year ended April 30, 2022. Revenues in fiscal year 2023 were due to distribution fees paid to us by Mar Vista related to the motion pictures “Merry Ex’s” of $72,375 and “Bridal Boot Camp” of $48,207.
Cost of Sales
For the fiscal years ended April 30, 2023 and 2022, we had no cost of sales as revenues are based on distributions and costs are borne by the distributor.
Operating expenses
Operating expenses decreased by $50,566, or 52.9%, to $45,013 in the year ended April 30, 2023 from $95,579 in the year ended April 30, 2022 primarily due to decreases in motion picture residual costs of $59,722, consulting costs of $1,000, and rent of $995, offset partially by an increase in professional fees of $9,684.
Operating expenses for the year ended April 30, 2023 were comprised primarily of office rent of $1,393, professional fees of $31,153, and consulting costs of $11,000.
Operating expenses for the year ended April 30, 2022 were comprised primarily of office rent of $2,388, professional fees of $21,469, motion picture residual costs of $59,722, and consulting costs of $12,000.
Income (loss) before income taxes
Net income before income taxes for the year ended April 30, 2023 totaling $76,569 is primarily due to revenue of $121,582 offset partially by consulting services costs, professional fees, and rent compared to a net loss for the year ended April 30, 2022 totaling $95,579 is primarily due to revenue of $0, offset partially by motion picture residual costs, consulting services costs, professional fees, and rent.
Assets and Liabilities
Total assets were $16,714 as of April 30, 2023 compared to $497 as of April 30, 2022, or an increase of $16,217, is primarily the result of an increase in cash of $9,016 and prepaids of $7,201. Total liabilities as of April 30, 2023 were $116,920 compared to $177,272 as of April 30, 2022, or a decrease of $60,352. The decrease was primarily the result of a decrease in accounts payable – related party of $3,866 and accounts payable of $56,486.
Liquidity and Capital Resources
General – Overall, we had an increase in cash flows of $9,016 in the year ended April 30, 2023 resulting from used in by operating activities of $4,962 and cash provided by financing activities of $13,978.
| 12 |
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, | ||||||||
| 2023 | 2022 | |||||||
| Cash at beginning of period | $ | 198 | $ | 14,534 | ||||
| Net cash used in operating activities | (4,962 | ) | (22,821 | ) | ||||
| Net cash used in investing activities | - | - | ||||||
| Net cash provided by financing activities | 13,978 | 8,485 | ||||||
| Cash at end of period | $ | 9,214 | $ | 198 | ||||
Net cash used in operations was $4,962 for the year ended April 30, 2023 compared to net cash used in operations for the year ended April 30, 2022 of $22,821 primarily due to a net profit of $76,569 for the year ended April 30, 2023 and the change in expenses paid on behalf of Company – related party of $34,016, offset primarily by prepaid expenses of $7,201, accounts payable and accrued expenses of $56,486 and accounts payable – related party of $51,860.
Net cash used in operations was $22,821 for the year ended April 30, 2022 primarily due to a net loss of $95,579 for the year ended April 30, 2022, and accounts payable – related party of $3,000, offset primarily by $18,715 in expenses that were paid by others on behalf of the Company, and the change in accounts payable and accrued expenses of $57,043.
Net cash used in investing activities was $0 and $0 for the years ended April 30, 2023 and 2022, respectively.
Net cash provided by financing activities was $13,978 for the year ended April 30, 2023. Net cash provided by financing activities was $8,485 for the year ended April 30, 2022.
Our cash needs in the year ended April 30, 2024 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 in fiscal years 2023 and 2022. 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 2024 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 years ended April 30, 2023 and 2022, the Company did not enter into any private placement memorandums.
During fiscal years 2023 and 2022, the 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 affiliates for working capital purposes from time to time. The Company has recorded the principal balance due of $22,463 and $8,485 under Accounts payable - related party in the accompanying Balance Sheets at April 30, 2023 and 2022, respectively. The Company received advances of $13,978 (from C&R Films of $9,528 and Mike Criscione of $4,450) and $8,485 (from Lamont Roberts of $250, C&R Films of $4,235, and Mike Criscione of $4,000) and had no repayments for the years ended April 30, 2023 and 2022, respectively.
Other
During the years ended April 30, 2023 and 2022, the Company made no payments to Lamont Roberts, CEO and acting CFO of the Company, and Mr. Roberts incurred no expenses on behalf of the Company. The Company has a balance owed to Mr. Roberts of $250 at April 30, 2023.
During the years ended April 30, 2023 and 2022, the Company made payments of $0 and $3,000, respectively, to C&R Films for film production costs and reimbursement of various expenses. C&R paid expenses totaling $2,193 and $3,995 in the years ended April 30, 2023 and 2022, respectively, in operating expenses including rent, filing expenses, and accounting costs on behalf of the Company. C&R Films is controlled by Lamont Roberts, CEO and acting CFO of the Company. The Company has a balance owed to C&R Films of $50,047 at April 30, 2023.
During the years ended April 30, 2023 and 2022, 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 in the years ended April 30, 2023 and 2022, respectively, in operating expenses including accounting costs on behalf of the Company. Dos Cabezas is controlled by Lamont Roberts, CEO and acting CFO of the Company. The Company has a balance owed to Dos Cabezas of $14,394 at April 30, 2023.
| 13 |
During the years ended April 30, 2023 and 2022, Kevin Frawley, an affiliate, paid expenses totaling $4,823 and $5,150, respectively, in operating expenses, including audit fees, on behalf of the Company. The Company has a balance owed to Mr. Frawley of $26,063 at April 30, 2023.
During the years ended April 30, 2023 and 2022, the Company made payments of $51,860 and $0, respectively, to Mike Criscione, Director, for reimbursement of various expenses. During the years ended April 30, 2023 and 2022, Mr. Criscione paid expenses totaling $27,000 and $9,570, respectively, in operating expenses, including audit fees, on behalf of the Company. The Company has a balance owed to Mr. Criscione of $11,490 at April 30, 2023.
Motion Picture Residual Payments
The Company is obligated to pay motion picture residual payments of approximately 3.6% of gross licensing revenues collected by Mar Vista for residual earnings to the pension and health benefit plans on behalf of the actors that performed in the motion pictures. In the fiscal years ended April 30, 2023 and 2022, the Company made payments totaling $63,472 and $0, respectively, and has a balance owed of $0 at April 30, 2023.
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.
| 14 |
| 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, 2023 AND 2022
| 15 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Goliath Film & Media Holdings:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Goliath Film & Media Holdings (“the Company”) as of April 30, 2023 and 2022, the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended April 30, 2023 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of April 30, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended April 30, 2023, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph Regarding Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
/s/
We have served as the Company’s auditor since 2013.
August 14, 2023
| F-1 |
GOLIATH FILM AND MEDIA HOLDINGS
CONSOLIDATED BALANCE SHEETS
| APRIL 30, | ||||||||
| 2023 | 2022 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable – related party | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ deficit | ||||||||
| Preferred stock, $ par value, shares authorized; shares issued and outstanding at April 30, 2023 and 2022, respectively | ||||||||
| Common stock, $par value, shares authorized; shares issued and outstanding at April 30, 2023 and 2022, respectively | ||||||||
| Additional paid in capital | ||||||||
| Common stock to be issued | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
| F-2 |
GOLIATH FILM AND MEDIA HOLDINGS
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Years Ended April 30, | ||||||||
| 2023 | 2022 | |||||||
| Film production revenues | $ | $ | ||||||
| Cost of sales | ||||||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| General and administrative | ||||||||
| Total operating expenses | ||||||||
| Income (loss) from operations | ( | ) | ||||||
| Income (loss) before income taxes | ( | ) | ||||||
| Provision for income taxes | ||||||||
| Net income (loss) | $ | $ | ( | |||||
| Net income (loss) per share of common stock: | ||||||||
| Basic and diluted | $ | $ | ( | ) | ||||
| Weighted average shares Outstanding: | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
See accompanying notes to consolidated financial statements.
| F-3 |
GOLIATH FILM AND MEDIA HOLDINGS
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
| Common Stock |
| |||||||||||||||||||||||
| Shares | Amount | Additional Paid in Capital | Common Stock to be Issued | Accumulated Deficit | Total Stockholders’ Deficit | |||||||||||||||||||
| Balances, April 30, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss, year ended April 30, 2022 | — | ( | ) | ( | ) | |||||||||||||||||||
| Balances, April 30, 2022 | ( | ) | ( | ) | ||||||||||||||||||||
| Net income, year ended April 30, 2023 | — | |||||||||||||||||||||||
| Balances, April 30, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
See accompanying notes to consolidated financial statements.
| F-4 |
GOLIATH FILM AND MEDIA HOLDINGS
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Years Ended April 30, | ||||||||
| 2023 | 2022 | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities | ||||||||
| Expenses paid on behalf of company – related party | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Accounts payable – related party | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| None | — | — | ||||||
| Net cash provided by investing activities | ||||||||
| Cash flows from financing activities | ||||||||
| Advances from related party | ||||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental Disclosure of cash flow information | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | ||||||||
| Supplemental Disclosure of cash flow Information: | ||||||||
| None | $ | — | $ | — | ||||
See accompanying notes to consolidated financial statements
| F-5 |
GOLIATH FILM AND MEDIA HOLDINGS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2023 AND 2022
NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The
Company was incorporated in
On
October 31, 2011 (the “Closing Date”), China Advanced acquired Goliath Film and Media International, a California corporation,
by issuing shares of its Common Stock, constituting % of the outstanding shares after giving effect to their issuance
and the cancellation of shares held by China Advanced Technology’s prior control person. Immediately following the Closing,
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
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 begun its planned principal business purpose with revenue consisting of primarily film residuals.
Principles of Consolidation
The accompanying consolidated financial statements include 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.
| F-6 |
GOLIATH FILM AND MEDIA HOLDINGS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2023 AND 2022
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 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 April 30, 2023, 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.
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 and the cash is received.
Revenue is recognized from distributions when cash is received. Costs are borne by the distributor.
| F-7 |
GOLIATH FILM AND MEDIA HOLDINGS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2023 AND 2022
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 year ended April 30, 2023 we had revenues of $
Advertising
Advertising
expenses are recorded as general and administrative expenses when they are incurred. There was
Research and Development
All
research and development costs are expensed as incurred. There was
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, 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). |
| F-8 |
GOLIATH FILM AND MEDIA HOLDINGS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2023 AND 2022
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, 2023. 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.
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 years ended April 30, 2023 and 2022 was .
Concentrations, Risks, and Uncertainties
The
Company has one customer, Mar Vista, that accounted for all of the Company’s gross sales during 2023. The Company had no customers
constituting greater than
There
were no suppliers that accounted for
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.
| F-9 |
GOLIATH FILM AND MEDIA HOLDINGS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2023 AND 2022
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 2 – COMMON STOCK
The Company has authorized shares of preferred stock, $ par value, with such rights, preferences and designation and to be issued in such series as determined by the Board of Directors. shares of preferred stock are issued and outstanding at April 30, 2023 and 2022.
The Company has authorized shares of par value $ common stock, of which and shares are outstanding at April 30, 2023 and 2022, respectively. shares of common stock have been issued during the years ended April 30, 2023 and 2022.
As of April 30, 2023, the Company has not issued an aggregate common shares to three shareholders (a total of to related parties and to a third party). These shares are reflected in the above disclosures.
NOTE 3 - 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.
The ability of the Company to continue as a going concern for one year from the issuance of these financial statements 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 by using cash proceeds received through loans from related parties. 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 4 - RELATED PARTY TRANSACTIONS
Advances from related party
The
Company borrows funds from the Company’s affiliates for working capital purposes from time to time. The Company has recorded the
principal balance due of $
| F-10 |
GOLIATH FILM AND MEDIA HOLDINGS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2023 AND 2022
Other
During
the years ended April 30, 2023 and 2022, the Company made
During
the years ended April 30, 2023 and 2022, the Company made payments of $
During
the years ended April 30, 2023 and 2022, the Company made
During
the years ended April 30, 2023 and 2022, Kevin Frawley, an affiliate, paid expenses totaling $
During
the years ended April 30, 2023 and 2022, the Company made payments of $
Related party transactions have been disclosed in the other notes to these financial statements.
NOTE 5 – INCOME TAXES
As
of April 30, 2023, the Company had net operating loss carryforwards of approximately $
Deferred
income tax assets of approximately $
| F-11 |
GOLIATH FILM AND MEDIA HOLDINGS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2023 AND 2022
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, 2023 | As of April 30, 2022 | ||||||
| Net deferred tax assets before valuation allowance | $ | $ | ||||||
| Less: Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax assets | $ | $ | ||||||
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, 2023 | As of April 30, 2022 | |||||||
| Statutory federal income tax | ( | %) | ( | %) | ||||
| Statutory state income tax, net of federal tax benefit | ( | %) | ( | %) | ||||
| Change in valuation allowance on deferred tax assets | ( | %) | ( | %) | ||||
| Components of Income Tax Expense | For the Years Ended, | |||||||
| April 30, 2023 | April 30, 2022 | |||||||
| Federal U.S. Income Taxes | ||||||||
| Current- | ||||||||
| Deferred- | ||||||||
| State Income Taxes | ||||||||
| Current | $ | $ | ||||||
| Deferred- | ||||||||
| Total Income Tax Expense | $ | $ | ||||||
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.
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.
Motion Picture Residual Payments
The
Company is obligated to pay motion picture residual payments of approximately
NOTE 7 – SUBSEQUENT EVENTS
There were no events subsequent to April 30, 2023, and up to the date of this filing that would require disclosure.
| F-12 |
| 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, 2023), 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-2013”). 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, 2023.
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 year ended April 30, 2023 that have materially affected or are reasonably likely to materially affect our internal controls.
| Item 9B. | OTHER INFORMATION |
Not applicable
| 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.
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Lamont Robert, President, Chief Executive Officer and Acting Chief Financial Officer
Lamont Roberts, 68, 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, 69, has been on the Board since May 1, 2014 and 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 Whittier, 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 2023.
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.
| 17 |
| Item 11. | EXECUTIVE COMPENSATION |
The following table sets forth the compensation of the Company's sole executive officer for the years ended April 30, 2023, 2022, and 2021.
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) | |||||||||
| Lamont Roberts, CEO and PRES. | 2023 2022 2021 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | |||||||||
| Mike Criscione, DIRECTOR | 2023 2022 2021 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 | 0 0 0 |
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.
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| 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 August 14, 2023 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 August 14, 2023.
| 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 | 45,166,000 | 32.5 | % | ||||||
| Kaila Criscione | previously, Chief Operating Officer | 10,000,000 | (2) | 7.2 | % | |||||
| Kevin Frawley | None | 35,548,917 | (1) | 25.6 | % | |||||
| Total officer/director/5% owners | 105,714,917 | 76.1 | % | |||||||
| (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. |
| Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Advances from related party
The Company borrows funds from the Company’s affiliates for working capital purposes from time to time. The Company has recorded the principal balance due of $22,463 and $8,485 under Accounts payable - related party in the accompanying Balance Sheets at April 30, 2023 and 2022, respectively. The Company received advances of $13,978 (from C&R Films of $9,528 and Mike Criscione of $4,450) and $8,485 (from Lamont Roberts of $250, C&R Films of $4,235, and Mike Criscione of $4,000) and had no repayments for the years ended April 30, 2023 and 2022, respectively.
Other
During the years ended April 30, 2023 and 2022, the Company made no payments to Lamont Roberts, CEO and acting CFO of the Company, and Mr. Roberts incurred no expenses on behalf of the Company. The Company has a balance owed to Mr. Roberts of $250 at April 30, 2023.
During the years ended April 30, 2023 and 2022, the Company made payments of $0 and $3,000, respectively, to C&R Films for film production costs and reimbursement of various expenses. C&R paid expenses totaling $11,221 and $3,995 in the years ended April 30, 2023 and 2022, respectively, in operating expenses including rent, filing expenses, and accounting costs on behalf of the Company. C&R Films is controlled by Lamont Roberts, CEO and acting CFO of the Company. The Company has a balance owed to C&R Films of $50,047 at April 30, 2023.
During the years ended April 30, 2023 and 2022, 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 in the years ended April 30, 2023 and 2022, respectively, in operating expenses including accounting costs on behalf of the Company. Dos Cabezas is controlled by Lamont Roberts, CEO and acting CFO of the Company. The Company has a balance owed to Dos Cabezas of $14,394 at April 30, 2023.
During the years ended April 30, 2023 and 2022, Kevin Frawley, an affiliate, paid expenses totaling $4,823 and $5,150, respectively, in operating expenses, including audit fees, on behalf of the Company. The Company has a balance owed to Mr. Frawley of $26,063 at April 30, 2023.
During the years ended April 30, 2023 and 2022, the Company made payments of $51,860 and $0, respectively, to Mike Criscione, Director, for reimbursement of various expenses. During the years ended April 30, 2023 and 2022, Mr. Criscione paid expenses totaling $27,000 and $9,570, respectively, in operating expenses, including audit fees, on behalf of the Company. The Company has a balance owed to Mr. Criscione of $11,490 at April 30, 2023.
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.
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| Item 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
Audit Fees
During the period covering the fiscal years ended April 30, 2023 and 2022, our principal accounting firm Sadler Gibb & Associates was paid $24,000 in 2023 and $19,500 in 2022 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. |
| (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. |
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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 August 14, 2023.
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 |
| 21 |