Item
1. Financial Statements.
The
accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial
information and in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete financial statements.
In
the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments
necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods
presented.
The
results for the periods ended January 31, 2014 are not necessarily indicative of the results of operations for the full year.
GOLIATH
FILM AND MEDIA HOLDINGS
(A
Development Stage Enterprise)
CONSOLIDATED
BALANCE SHEETS
|
|
January 31, 2014
|
|
|
April 30, 2013
|
|
|
|
(unaudited)
|
|
|
(audited)
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
300
|
|
|
$
|
2,927
|
|
Prepaid assets
|
|
|
4,875
|
|
|
|
32,034
|
|
Total current assets
|
|
|
5,175
|
|
|
|
34,961
|
|
|
|
|
|
|
|
|
|
|
Long-term assets
|
|
|
|
|
|
|
|
|
Intangible asset, net
|
|
|
7,085
|
|
|
|
7,085
|
|
Total long-term assets
|
|
|
7,085
|
|
|
|
7,085
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
12,260
|
|
|
$
|
42,046
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
23,519
|
|
|
$
|
43,654
|
|
Accounts payable - related party
|
|
|
9,000
|
|
|
|
11,056
|
|
Total current liabilities
|
|
|
32,519
|
|
|
|
54,710
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
32,519
|
|
|
|
54,710
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit
|
|
|
|
|
|
|
|
|
Preferred stock, $.001 par value, 1,000,000 shares authorized; no shares issued and outstanding at January 31, 2014 and April 30, 2013
|
|
|
—
|
|
|
|
—
|
|
Common stock, $.001 par value, 300,000,000 shares authorized; 93,033,334 and 91,265,334 shares issued and outstanding, at January 31, 2014 and April 30, 2013
|
|
|
93,033
|
|
|
|
91,265
|
|
Additional paid in capital
|
|
|
215,217
|
|
|
|
158,085
|
|
Deficit accumulated during the development stage
|
|
|
(328,509
|
)
|
|
|
(262,014
|
)
|
Total stockholders’ equity (deficit)
|
|
|
(20,259
|
)
|
|
|
(12,664
|
)
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ deficit
|
|
$
|
12,260
|
|
|
$
|
42,046
|
|
See
accompanying notes to unaudited condensed consolidated financial statements.
GOLIATH
FILM AND MEDIA HOLDINGS
(A
Development Stage Enterprise)
CONSOLIDATED
STATEMENTS OF OPERATIONS
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period
|
|
|
|
For the Nine Months Ended
|
|
|
For the Three Months Ended
|
|
|
May 1, 2008
|
|
|
|
January 31,
|
|
|
January 31,
|
|
|
(inception) to
|
|
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
|
January 31, 2014
|
|
Revenue
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,125
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
72,499
|
|
General and administrative
|
|
|
65,865
|
|
|
|
55,250
|
|
|
|
19,254
|
|
|
|
11,187
|
|
|
|
441,982
|
|
Total operating expenses
|
|
|
65,865
|
|
|
|
55,250
|
|
|
|
19,254
|
|
|
|
11,187
|
|
|
|
514,481
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
|
(65,865
|
)
|
|
|
(55,250
|
)
|
|
|
(19,254
|
)
|
|
|
(11,187
|
)
|
|
|
(515,606
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
—
|
|
|
|
(1,735
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(10,037
|
)
|
Total other income (expense)
|
|
|
—
|
|
|
|
(1,735
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(10,037
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income tax
|
|
|
(65,865
|
)
|
|
|
(56,985
|
)
|
|
|
(19,254
|
)
|
|
|
(11,187
|
)
|
|
|
(525,643
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
630
|
|
|
|
610
|
|
|
|
210
|
|
|
|
210
|
|
|
|
9,180
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elimination of accumulated deficit due to reverse acquisition
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
206,315
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(66,495
|
)
|
|
$
|
(57,595
|
)
|
|
$
|
(19,464
|
)
|
|
$
|
(11,397
|
)
|
|
$
|
(328,508
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
|
|
|
92,312,595
|
|
|
|
89,855,387
|
|
|
|
92,715,399
|
|
|
|
90,317,254
|
|
|
|
|
|
See
accompanying notes to unaudited condensed consolidated financial statements.
GOLIATH
FILM AND MEDIA HOLDINGS
(A
Development Stage Enterprise)
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(unaudited)
|
|
|
|
|
|
|
|
For the Period
|
|
|
|
For the Nine Months Ended,
|
|
|
May 1, 2008
|
|
|
|
January 31,
|
|
|
(inception) to
|
|
|
|
2014
|
|
|
2013
|
|
|
January 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(66,495
|
)
|
|
$
|
(57,595
|
)
|
|
$
|
(524,824
|
)
|
Adjustments to reconcile net income to net cash used by operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
—
|
|
|
|
—
|
|
|
|
23,336
|
|
Issuance of common stock to related party for services rendered
|
|
|
—
|
|
|
|
21,750
|
|
|
|
82,750
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease (increase) in prepaid assets
|
|
|
32,159
|
|
|
|
(10,980
|
)
|
|
|
125
|
|
(Decrease) increase in accounts payable
|
|
|
(20,135
|
)
|
|
|
4,166
|
|
|
|
35,301
|
|
(Decrease) increase in accounts payable – related party
|
|
|
(2,056
|
)
|
|
|
—
|
|
|
|
9,000
|
|
Decrease in accrued interest – related party
|
|
|
—
|
|
|
|
(570
|
)
|
|
|
—
|
|
Net cash used in operating activities
|
|
|
(56,527
|
)
|
|
|
(43,229
|
)
|
|
|
(374,312
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in intangible assets
|
|
|
—
|
|
|
|
(4,535
|
)
|
|
|
(7,085
|
)
|
Purchase of office furniture and equipment
|
|
|
—
|
|
|
|
—
|
|
|
|
(28,624
|
)
|
Cash flows used in investing activities
|
|
|
—
|
|
|
|
(4,535
|
)
|
|
|
(35,709
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock
|
|
|
53,900
|
|
|
|
58,600
|
|
|
|
258,872
|
|
Increase (decrease) in loan from shareholder
|
|
|
—
|
|
|
|
(7,250
|
)
|
|
|
—
|
|
Net cash provided by financing activities
|
|
|
53,900
|
|
|
|
51,350
|
|
|
|
258,872
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash China Advance acquisition
|
|
|
—
|
|
|
|
—
|
|
|
|
151,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalent
|
|
|
(2,627
|
)
|
|
|
3,586
|
|
|
|
300
|
|
Cash and cash equivalent at beginning of period
|
|
|
2,927
|
|
|
|
483
|
|
|
|
—
|
|
Cash and cash equivalent at end of period
|
|
$
|
300
|
|
|
$
|
4,069
|
|
|
$
|
300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock to related party for services rendered
|
|
|
—
|
|
|
|
57,750
|
|
|
|
57,750
|
|
Repay prior officer’s loan
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,920
|
|
Supplemental Disclosure of cash flow Information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
—
|
|
|
$
|
1,450
|
|
|
$
|
1,450
|
|
Cash paid for taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
See
accompanying notes to unaudited condensed consolidated financial statements
GOLIATH
FILM AND MEDIA HOLDINGS
(A
Development Stage Enterprise)
Notes
to Unaudited Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended January 31, 2014 and 2013
NOTE
1 – CONDENSED FINANCIAL STATEMENTS
The
accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to present fairly the financial position, results and operations and
cash flows at January 31, 2014 and for all periods presented herein, have been made.
Certain
information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and notes thereto included in the Company’s April 30, 2013
and 2012 audited financial statements filed on Form 10K on August 1, 2013. The results of operations for the periods ended January
31, 2014 and 2013 are not necessarily indicative of the operating results for the full years.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
O
n
October 31, 2011 (the “Closing Date”), China Advanced Technology acquired Goliath Film and Media International, a
California corporation, by issuing 47,000,000 shares of its Common Stock, constituting 70.1% of the outstanding shares after giving
effect to their issuance and the cancellation of 15,619,816 shares held by China Advanced Technology’s prior control person.
Immediately following the Closing, 67,100,000 shares were issued and outstanding, including the 100,000 shares sold as described
in Note 4. On the Closing Date, the name of China Advanced Technology was changed to Goliath Film and Media Holdings (“Goliath”
or “the Company”). All share numbers herein have been adjusted for an eight-for-1 forward stock split affected as
of the Closing Date. The forward stock split was reflected in the trading market on February 13, 2012. The transaction was accounted
for as a reverse acquisition in which Goliath Film and Media International is deemed to be the accounting acquirer, and the prior
operations of Goliath (formerly China Advanced Technology) are consolidated for accounting purposes. Since Goliath had no operations,
assets, or liabilities as of the Closing, no audit of that entity was required under the materiality thresholds of Regulation
S-X Rule 8-04.
Organization,
Nature of Business and Trade Name
The
Company is engaged in the distribution of motion pictures and television content. The Company has not realized revenues from its
planned principal business purpose and is considered to be in its development state in accordance with ASC 915, “Development
Stage Entities”, formerly known as SFAS 7,
“Accounting and Reporting by Development State Enterprises
.”
Principles
of Consolidation
The
accompanying consolidated financial statements include the accounts of the Company and its subsidiary, Goliath Film and Media
International. All intercompany accounts and transactions have been eliminated.
GOLIATH
FILM AND MEDIA HOLDINGS
(A
Development Stage Enterprise)
Notes
to Unaudited Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended January 31, 2014 and 2013
Basis
of Presentation
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ
from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing
and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting
control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded
and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial
condition, results of operations and cash flows of the company for the respective periods being presented.
Use
of Estimates
The
preparation of financial statements in accounting principles generally accepted in the United States of America requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. A change in managements' estimates or assumptions could have a material impact on the Company's financial condition and
results of operations during the period in which such changes occurred.
Actual
results could differ from those estimates. The Company's financial statements reflect all adjustments that management believes
are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
Cash
and Cash Equivalents
For
purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of
three months or less to be cash equivalents.
Accounts
Receivable
Accounts
receivable, if any are carried at the expected net realizable value. The allowance for doubtful accounts, when determined, will
be based on management's assessment of the collectability of specific customer accounts and the aging of the accounts receivables.
If there were a deterioration of a major customer's creditworthiness, or actual defaults were higher than historical experience,
our estimates of the recoverability of the amounts due to us could be overstated, which could have a negative impact on operations.
The
Company has been in the development stage since inception and has no operations to date. The Company currently does not have any
accounts receivable. The above accounting policies will be adopted upon the Company carrying accounts receivable.
GOLIATH
FILM AND MEDIA HOLDINGS
(A
Development Stage Enterprise)
Notes
to Unaudited Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended January 31, 2014 and 2013
Property,
Plant and Equipment
Property
and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments
that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and
related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the
period.
Depreciation
is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated
useful lives of depreciable assets are:
|
|
Estimated
|
|
|
Useful Lives
|
Office Equipment
|
|
5-10 years
|
Copier
|
|
5-7 years
|
Vehicles
|
|
5-10 years
|
Website / Software
|
|
3-5 years
|
For
federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For financial statements
purposes, depreciation is computed under the straight-line method. Although the Company has previously purchased property, plant,
and equipment, no balances existed during the 2 years presented, due to either prior year’s write-offs for obsolescence
or sale.
Intangible
Assets
The
Company’s intangible assets consist of intellectual property, principally documentary motion pictures. The Company periodically
reviews its long lived assets to ensure that their carrying value does not exceed their fair market value. There was no amortization
expense or impairment for the three and nine months ended January 31, 2014 and 2013 as the useful life is not estimable.
Revenue
Recognition
Goliath
Film and Media International, intends to develop and license for distribution quality motion picture and television content. Revenue
is recognized when the company receives a contract for the license of its content and its content is delivered to the customer.
The
Company has been in the development stage since inception and has no operations to date. The Company currently does not have a
means for generating revenue. Revenue and cost recognition procedures will be implemented based on the type of properties required
and sale contract specifications.
Advertising
Advertising
expenses are recorded as general and administrative expenses when they are incurred. There was no advertising expense for the
three and nine months ended January 31, 2014 and 2013.
GOLIATH
FILM AND MEDIA HOLDINGS
(A
Development Stage Enterprise)
Notes
to Unaudited Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended January 31, 2014 and 2013
Income
tax
We
are subject to income taxes in the U.S. Significant judgment is required in evaluating our uncertain tax positions and determining
our provision for income taxes. In accordance with FASB ASC Topic 740,
“Income Taxes,”
we provide for the recognition
of deferred tax assets if realization of such assets is more likely than not.
Non-Cash
Equity Transactions
Shares
of equity instruments issued for non-cash consideration are recorded at the fair value of the consideration received based on
the market value of services to be rendered, or at the value of the stock given, considered in reference to contemporaneous cash
sale of stock.
Fair
Value Measurements
Effective
beginning second quarter 2010, the FASB ASC Topic 825,
Financial Instruments
, requires
disclosures about fair value
of financial instruments in quarterly reports as well as in annual reports. 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
carrying value of financial assets and liabilities recorded at fair value is measured on a recurring or nonrecurring basis. Financial
assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs.
The Company had no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods.
Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial
statement is prepared. The Company had no financial assets and/or liabilities carried at fair value on a recurring basis at January
31, 2014, assets and liabilities approximate fair value due to their short term nature.
GOLIATH
FILM AND MEDIA HOLDINGS
(A
Development Stage Enterprise)
Notes
to Unaudited Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended January 31, 2014 and 2013
The
availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors including
the type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For
many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted
by market participants, and the valuation does not require significant management discretion. For other financial instruments,
pricing inputs are less observable in the market and may require management judgment. As of January 31, 2014, the Company had
no assets other than prepaid expenses, cash, and long-lived assets.
Basic
and diluted earnings per share
Basic
earnings per share are based on the weighted-average number of shares of common stock outstanding. Diluted Earnings per share
is based on the weighted-average number of shares of common stock outstanding adjusted for the effects of common stock that may
be issued as a result of the following types of potentially dilutive instruments:
●
|
Warrants,
|
|
|
●
|
Employee stock options, and
|
|
|
●
|
Other equity awards, which include long-term incentive awards.
|
The
FASB ASC Topic 260,
Earnings Per Share
, requires the Company to include additional shares in the computation of earnings
per share, assuming dilution.
Diluted
earnings per share is based on the assumption that all dilutive options were converted or exercised. Dilution is computed by applying
the treasury stock method. Under this method, options are assumed to be exercised at the time of issuance, and as if funds obtained
thereby were used to purchase common stock at the average market price during the period.
Basic
and diluted earnings per share are the same as there were no potentially dilutive instruments for the three and nine months ended
January 31, 2014 and 2013.
Concentrations,
Risks, and Uncertainties
The
Company did not have a concentration of business with suppliers or customers constituting greater than 10% of the Company’s
gross sales during fiscal years 2014 and 2013.
Stock
Based Compensation
For
purposes of determining the variables used in the calculation of stock compensation expense under the provisions of FASB ASC Topic
505, “
Equity
” and FASB ASC Topic 718, “
Compensation — Stock Compensation,”
we perform
an analysis of current market data and historical company data to calculate an estimate of implied volatility, the expected term
of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, we
use these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted,
any fluctuations in these calculations could have a material effect on the results presented in our Consolidated Statement of
Income. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on
our financial statements.
GOLIATH
FILM AND MEDIA HOLDINGS
(A
Development Stage Enterprise)
Notes
to Unaudited Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended January 31, 2014 and 2013
NOTE
3 – RECENTLY ENACTED ACCOUNTING STANDARDS
The
Company has evaluated new accounting pronouncements that have been issued and are not yet effective for the Company and determined
that there are no such pronouncements expected to have an impact on the Company’s future financial statements.
NOTE
4 – COMMON STOCK
During
the nine months ended January 31, 2014, we entered into separate private placement memorandums with an affiliate shareholder under
which we issued him 1,768,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for $53,900. The
issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated
and familiar with our operations at the time of the issuance of the shares.
During
the year ended April 30, 2013, we entered into separate private placement memorandums with two affiliate shareholders under which
we issued them 1,772,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for $88,600. The issuance
was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investors were sophisticated and
familiar with our operations at the time of the issuance of the shares.
During
the year ended April 30, 2012, we entered into a stock purchase agreement with an affiliate shareholder under which we issued
him a total of 243,334 shares of our common stock, restricted in accordance with Rule 144, in exchange for $73,000. These shares
were issued on May 1, 2012. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933,
and the investor was a sophisticated investor at the time of the issuance of the shares.
On
November 16, 2011, we entered into a stock purchase agreement with a non-affiliated third party, under which we issued him 100,000
shares of our common stock, restricted in accordance with Rule 144, in exchange for $30,000. These shares were issued on May 1,
2012. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated
and familiar with our operations at the time of the issuance of the shares.
On
May 1, 2012 we issued 250,000 restricted common shares to a non-affiliated third party pursuant to a consulting agreement to assist
us in the distribution of certain films. In addition, we issued 5,266,667 restricted common shares to our Chief Financial Officer
pursuant to his consulting contract dated October 27, 2011 and amended May 1, 2012. We also issued 633,333 restricted common shares
for professional services per consulting contracts dated October 27, 2011 and amended May 1, 2012.
GOLIATH
FILM AND MEDIA HOLDINGS
(A
Development Stage Enterprise)
Notes
to Unaudited Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended January 31, 2014 and 2013
We
issued 6,000,000 restricted common shares to our President and Chief Executive Officer, pursuant to his employment contract dated
May 1, 2012. Further, we issued 10,000,000 restricted common shares to our Chief Operating Officer pursuant to her employment
contract dated May 1, 2012.
NOTE
5 – INTANGIBLE ASSET
Investment
in Documentary
On
July 29, 2012, the Company acquired a 30% exclusive interest for three years in a documentary on the career of former National
Basketball Association star, A.C. Green.
The
Company paid $7,085 to acquire this interest, of which a deposit of $2,550 was paid as of April 30, 2012 and the remaining $4,535
has been paid as of July 29, 2012.
There
was no amortization expense or impairment for the three and nine months ended January 31, 2014 and 2013 as the useful life is
not estimable.
NOTE
6 – GOING CONCERN
The
Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable
to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.
However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to continue as a going concern.
Under
the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither
the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations.
Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge
its liabilities in the normal course of business.
Management
expects to seek potential business opportunities for merger or acquisition of existing companies. Currently the Company has yet
to locate any merger or acquisition candidates. Management is not currently limiting their search for merger or acquisition candidates
to any industry or locations. Management, while not especially experienced in matters relating to public company management, will
rely upon their own efforts and, to a much lesser extent, the efforts of the Company's shareholders, in accomplishing the business
purposes of the Company.
The
ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described
in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any
adjustments that may be necessary if the Company is unable to continue as a going concern.
During
the next year, the Company's foreseeable cash requirements will relate to continual development of the operations of its business,
maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of
expenses associated with reviewing or investigating any potential business ventures. The Company may experience a cash shortfall
and be required to raise additional capital.
GOLIATH
FILM AND MEDIA HOLDINGS
(A
Development Stage Enterprise)
Notes
to Unaudited Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended January 31, 2014 and 2013
Historically,
the Company has relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and
growth. Management may raise additional capital through future public or private offerings of the Company's stock or through loans
from private investors, although there can be no assurance that it will be able to obtain such financing. The Company's failure
to do so could have a material and adverse effect upon its and its shareholders.
In
the past year, the Company funded operations by using cash proceeds received through the issuance of common stock. For the coming
year, the Company plans to continue to fund the Company through debt and securities sales and issuances, and to 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
7 – RELATED PARTY TRANSACTIONS
During
the nine months ended January 31, 2014, the Company sold 1,768,000 restricted common shares to an affiliate shareholder pursuant
to a private placement memorandum in exchange for $53,900.
During
the year ended April 30, 2013, the Company sold 1,772,000 restricted common shares to two affiliate shareholders pursuant to a
private placement memorandum in exchange for $88,600.
During
the year ended April 30, 2012, the Company sold 243,334 restricted common shares to an affiliate shareholder pursuant to a private
placement memorandum in exchange for $73,000.
During
the year ended April 30, 2013, the Company determined that it would be in the best interests of the Company to increase the amount
of shares to the consultant who performs accounting services for the Company, an additional 133,333 restricted common shares and
to the Chief Financial Officer, an additional 266,667 restricted common shares valued at historical price of the company on May
1, 2012, which is $0.09 per share.
The
Company has consulting agreements with its Chief Financial Officer and another individual who performs accounting services for
the Company, under which they are compensated with restricted shares of the company’s common stock. The Chief Financial
Officer received a total of 5 million shares with a consulting contract expiring May 1, 2014. In addition, the individual providing
accounting services received 500,000 restricted common shares with a contract expiring on May 1, 2014.
The
Company issued 6,000,000 restricted common shares to our President and Chief Executive Officer, pursuant to his employment contract
dated May 1, 2012. Further, the Company issued 10,000,000 restricted common shares to our Chief Operating Officer pursuant to
her employment contract dated May 1, 2012.
On
November 4, 2011, the Company entered into an agreement with the father of the Company’s Chief Operating Officer to develop
and produce the motion picture Gothic Harvest.
GOLIATH
FILM AND MEDIA HOLDINGS
(A
Development Stage Enterprise)
Notes
to Unaudited Condensed Consolidated Financial Statements
For
the Three and Nine Months Ended January 31, 2014 and 2013
In
accordance with the agreement, the Company paid $10,000 for the script that is recorded as a short term asset on the balance sheet
as a part of prepaid assets.
On
November 18, 2013, the Company sold the script Gothic Harvest to an affiliate of the Company for $15,000, resulting in a gain
of $5,000. The Company recorded the gain as a capital contribution. As of January 31, 2014, the Company had received deposits
totaling $12,750 with a balance of $2,250 due.
Related
party transactions have been disclosed in the other notes to these financial statements.
NOTE
8 – COMMITMENTS AND CONTINGENCIES
We
did not record any legal contingencies as of January 31, 2014.
NOTE
9 – LEGAL
The
Company is not a party to or otherwise involved in any legal proceedings.
In
the ordinary course of business, the Company is from time to time involved in various pending or threatened legal actions. The
litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse
effect upon the Company’s financial condition and/or results of operations. However, in the opinion of management, other
than as set forth herein, matters currently pending or threatened against the Company are not expected to have a material adverse
effect on its financial position or results of operations.
NOTE
10 – SUBSEQUENT EVENTS
Subsequent
to January 31, 2014, we issued a total of 35,000 restricted common shares to an affiliate in accordance with Rule 144, in exchange
for approximately $1,050. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and
the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward
Looking Statement Notice
Certain
statements made in this Quarterly Report on Form 10-Q are
“forward-looking statements”
(within the meaning
of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or
achievements of Goliath Film and Media Holdings,(
“we”
,
“us”
,
“our”
or
the
“Company”
) to be materially different from any future results, performance or achievements expressed or
implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that
involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the
continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things,
future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to
predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying
the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance
the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation
by the Company or any other person that the objectives and plans of the Company will be achieved.
Description
of Business
Goliath
Film and Media Holdings (“Goliath” or the “Company”), through its wholly-owned subsidiary Goliath Film
and Media International, intends to develop and license for distribution, domestically and internationally, quality video content
with an emphasis on “niche” markets of the 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. Goliath plans to distribute domestically and internationally, through a wide distribution
network which includes major international theatrical exhibitors and other distributors and television networks. We plan to utilize
corporate sponsorships as a means of reducing the costs of advertising and marketing in distribution. Further, we may augment
our marketing efforts with a limited and strategically focused advertising campaign in traditional “print” media with
press releases targeted specifically toward standard entertainment industry trade journals and publications on an “as needed”
basis.
Goliath’s
revenue model includes receiving revenue from distribution fees. A limited number of its video properties include projects developed
by Goliath and produced by an independent third party production entity.
Questions
and Answers
What
is your business?
We
distribute motion pictures, educational videos, other video products, and digital content. We plan to distribute video properties
to television stations and networks and to private groups such as religious congregations or schools. We do not intend to engage
in domestic theatrical releases of motion pictures at this time, due to the high up-front costs of advertising and marketing theatrically.
Also, theatrical releases of motion pictures have historically represented only 18% of domestic revenues for the industry (13%
internationally) and are potentially decreasing in the future. We intend to emphasize niche markets, commencing with faith-based,
educational, responsible minority content, and low budget horror movies.
We
currently own the distribution rights to the following motion pictures:
Seducing Spirits, The Perfect Argument, Marina Murders,
Film Struggle, Divorce in America, A Wonderful Summer, The Truth About Layla, Living with Cancer, The Biggest Fan, and Hanging
with the Iron Man
. Typically, distribution agreements provide for us to receive 30% of gross revenues. In general, our distribution
contracts cover both domestic and international licensing agreements; however, for the picture
The Biggest Fan
we obtained
limited theatrical distribution rights since that film was already released theatrically.
We
have also acquired distribution rights to 1,500 educational videos (primarily English, ESL and mathematics) produced by KLCS,
a public television station based in Los Angeles, in cooperation with the Los Angeles Unified School District. Management estimates
that each of these videos cost $20,000 or more to produce. Goliath has held preliminary discussions for international distribution
of these videos. These videos have limited market potential for sale.
What
is the timeline for your activities during the next 12 months?
Over
the next 90 days, our efforts will be concentrated on acquiring a critical mass of motion pictures and videos in the genres of
faith-based, educational, responsible minority content, and low budget horror. We hope to acquire 200 or more faith-based films,
100 or more minority films, 20 Latin films, 100 low budget horror, 50 non-niche market films, and 20,000 educational videos during
this time period. We have entered into very preliminary discussions for international licensing of our Films.
We
plan to annually attend to not less than three of the major film trade fairs, such as, Sundance, Tribeca, Santa Barbara, Toronto,
MIPcom, MIPTV, the European Film Market in Berlin, the Italian Film Market, the American Film Market in Santa Monica, and others,
and the International Christian Trade Show. The film markets are where buyers and sellers of motion pictures meet. There are about
89 distinct international territories for film distribution. Typically, international and domestic buyers agree to license films
in each territory, for a term of 3-5 years on a per-picture basis. We also plan to market the faith based films to the 315 US
Christian television channels and to the various Christian assemblies for church releases (there are approximately1,400 church-operated
movie theatres in the US).
What
is this going to cost you?
We
expect that participating in three film markets over a period of 12 months will cost approximately $100,000 and that we will spend
up to $500,000 acquiring distribution rights to properties. We expect that distribution revenues will exceed our expenses.
Why
are these films not being distributed already?
The
main reason why good, quality motion pictures are not distributed is that the production of a motion picture requires money and
creativity, and marketing a motion picture requires an entirely different set of skills. Many people dream of making a movie;
few aspire to distribute them. We estimate that there are in excess of 10,000 such motion pictures "gathering dust."
There also have been substantial tax incentives for motion picture production, so that many producers do not need to depend on
successful marketing in order to find investors for their projects. A secondary factor is the difficulty of finding a reputable
distributor. We think that our management has an excellent reputation in the industry and we will be able to obtain distribution
rights for content. Finally, many distributors as well as buyers do not have an interest in niche market films, because they see
the market as limited. Goliath sees the problem to be, rather, there is no market merely because no one has assembled a critical
mass of films for these niches. Most participants in the motion picture industry are based in "Hollywood" and the major
coastal metropolitan areas. Our "faith-based" films especially are targeted toward the “Bible Belt” and
the "Flyover Country": places that the industry has consistently overlooked.
Why
are you able to identify and acquire these motion pictures and educational videos?
Management
and our advisors have decades of experience and solid reputations in the motion picture industry and the Christian, horror and
educational markets. We know where the motion pictures are, and within the niche, we know the appropriate persons, we believe,
that they will deal with Goliath. Once we attain a critical mass of 100 properties or more, we think it will be not very difficult
to be the "faith based," "minority content" etc. distributor that owners of motion pictures in these genres
seek out.
What
does "faith based" mean?
A
"faith based" motion picture is one that has Christian themes, is uplifting, and is family friendly. Faith based motion
pictures do have a "Christian" or traditional religious message underlying them, but are not "preachy." According
to Gallup, more than 42% of Americans attend church regularly. Internationally, Europe has a smaller but still significant population
of attending Christians; Latin America and Christian Africa are higher. This niche also conforms to the significant percentage
of families worldwide who are extremely cautious regarding the viewing experiences and habits of their children.
So
how are you different than Netflix, Blockbuster and Hulu, to name a few? How can you compete with them? They have a lot of money
and name recognition. Why wouldn't they jump into your niches?
We
have a different approach. While we may never be as large as any of the companies named above, we still believe in our potential
for profitability. These larger firms must focus on a mass market for content viewing and not on specific niche strategies. They
generally acquire product by licensing content from the many medium and large film libraries owned by the major distributors for
motion picture as well as television product. This formula for acquiring content is extremely expensive. As an example; NETFLIX
spent over $3 billion as of fiscal year-end December 31, 2013 on the licensing of content and developing and producing original
programming for subscribers/members in both domestic and international markets. With personnel exceeding 2,000 employees and offices
worldwide, it is apparent that in order to cover costs and generate a profit, their best strategy is to focus on targeting the
mass markets.
As
far as entering our space of targeted niche markets, it is an axiom of business that big companies are less nimble than smaller
concerns. If one of the larger firms mentioned decides to enter our space, it is likely that their preference would be to acquire
us rather than establish divisions or subsidiaries focused on niche markets, from scratch.
Don't
cable and satellite networks already offer specialty channels like TBN (for faith based) and BET (Black Entertainment Television
(for the African-American Community)?
By
the nature of programming, these channels have only a relatively small number of movies and scripted and reality-based programming
in their rotation at any one time, and broadcast them in a cycle.
What
other niches are you looking at entering?
We
believe that the trend in home entertainment is servicing niches. Many viewers have cable or satellite service with hundreds of
channels, but view only a few channels that cater to their particular interests. One significant type of niche we might target
is the numerous immigrant groups in the United States. Other than Spanish speaking immigrants, coverage is scarce. The last official
data (2004) from the US Census Bureau is that 34.2 million persons in the US are foreign born, with 54% from Latin America, 25%
from Asia and 14% from Europe. Foreign-born immigrants like to watch movies from their home countries.
Also,
there are many interest groups that might be interested in specialty movies or programming. In Southern California, for instance,
Surfing is quite popular, and there exists a huge body of surfing films which would be of interest.
What
about ancillary markets?
We
plan to incorporate advertising in some unobtrusive fashion where possible. Some specialty interest groups (e.g., Surfing) could
have their own online shopping for related consumer products.
What
films do you have now in inventory?
We
presently have acquired the distribution rights to the following motion pictures:
Seducing Spirits, The Perfect Argument, Marina
Murders, Film Struggle, Divorce in America, A Wonderful Summer, The Truth About Layla, Living with Cancer, The Biggest Fan, and
Hanging with the Iron Man
. Under the distribution agreements Goliath will receive 30% of the gross revenues for each of the
pictures we distribute. In general, our distribution contracts cover both domestic and international licensing agreements; however,
for the picture
The Biggest Fan
we obtained limited distribution rights.
How
do these distribution rights work?
We
will enter in to a distribution Agreement for each motion picture. Terms may be perpetual or limited by years. The licensing rights
that we are acquiring will generally have a term of five years. We will generally obtain a fee of 30% of gross revenues. Licensing
will be flexible for usage applications on a yearly or multi-year basis. Most markets, especially foreign territories have a tendency
to continuously renew content licensing.
How
many employees do you have? Do you have an office?
We
have just 3 employees and we believe that is sufficient during the "content aggregation" phase of our development. Our
administrative office is in Los Angeles near Beverly Hills.
Do
you have a website?
Our
website is www.goliathfilmandmediainternational.com. We have a mirror site at www.goliathfilmandmedia.com.
Plan
of Operations
We
have not yet enjoyed any revenues.
The Company incurred a net loss
of $19,464 and $66,495 for the three and nine months ended January 31, 2014, respectively, compared to a net loss of $11,397 and
$57,595 for the three and nine months ended January 31, 2013, respectively. 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 motion pictures and digital content, as well as raising the necessary capital
to pay ongoing general and administrative expenses of the Company.
In
the fiscal years ending April 30, 2013 and 2012, $88,600 and $103,000, respectively, was raised from the sale of stock for future
business projects with us.
Results
of Operations
Three
Months Ended January 31, 2014 Compared to Three Months Ended January 31, 2013
Revenue
For
the three months ended January 31, 2014 and January 31, 2013, we have not generated any revenues.
Operating
expenses
Operating expenses increased by $8,067, or 72.1%, to $19,254 in the three months ended January 31, 2014 from $11,187
in the three months ended January 31, 2013 primarily due to an increase in audit costs, offset partially by decreases in rent
and general and administration costs.
Operating
expenses for the three months ended January 31, 2014 were comprised primarily of audit and other professional fees of $2,013,
rent of $1,413, $8,350 in consulting services costs; travel costs of $2,666, stock based compensation expense of $2,625, and $2,187
of other operating expenses.
Operating
expenses for the three months ended January 31, 2013 were comprised primarily of $6,800 in consulting services costs; travel costs
of $1,531, stock based compensation expense of $2,625, and $231 of other operating expenses.
Net
loss before income taxes
Net
loss before income taxes for the three months ended January 31, 2014 totaled $19,254 primarily due to rent, consulting services
costs, travel costs, audit costs and other professional fees, and stock based compensation expenses compared to $11,187 for the
three months ended January 31, 2013 primarily due to consulting services costs, travel costs, and stock based compensation expenses.
Assets
and Liabilities
Total
assets were $12,260 as of
January
31,
2014 compared to $42,046 as of April 30, 2013 primarily the result of a decrease in prepaid assets of $32,159. Total liabilities
as of
January
31, 2014 were $32,519 compared to $54,710 as of April 30, 2013, or a
decrease of $22,191 or 40.6%. The decrease was primarily the result of a decrease in accounts payable in the amount of $20,135.
Stockholders’
Deficit
Stockholders’
deficit was $20,259 as of January 31, 2014. Stockholder’s deficit consisted primarily of shares issued for services rendered
in the amount of $57,750, shares issued for fundraising totaling $245,500, these were offset primarily by the deficit accumulated
during the development stage of $328,509 at January 31, 2014.
Nine
Months Ended January 31, 2014 Compared to Nine Months Ended January 31, 2013
Revenue
For
the nine months ended January 31, 2014 and January 31, 2013, we have not generated any revenues.
Operating
expenses
Operating
expenses increased by $10,615, or 19.2%, to $65,865 in the nine months ended January 31, 2014 from $55,250 in the nine months
ended January 31, 2013 primarily due to increases in consulting services costs and audit costs, offset primarily by decreases
in rent, travel costs, and general and administration costs.
Operating
expenses for the nine months ended January 31, 2014 were comprised primarily of rent of $4,239, $23,158 in consulting services
costs, travel costs of $10,869, audit costs and other professional fees of $14,285, stock based compensation expense of $8,125,
and $5,189 of other operating expenses.
Operating
expenses for the nine months ended January 31, 2013 were comprised primarily of rent of $11,923, $10,745 in consulting services
costs, travel costs of $16,649, audit costs of $6,000, stock based compensation expense of $8,625, interest costs of $1,735, and
$1,308 of other operating expenses.
Net
loss before income taxes
Net
loss before income taxes for the nine months ended January 31, 2014 totaled $65,865 primarily due to rent, consulting services
costs, audit costs and other professional fees, travel costs, and stock based compensation expense compared to $56,985 for the
nine months ended January 31, 2013 primarily due to rent, consulting services costs, audit costs, travel costs, and stock based
compensation expense.
Liquidity
and Capital Resources
General
– Overall, we had a decrease in cash flows of $2,627 in the nine months ending January 31, 2014 resulting from cash
used in operating activities of $56,527, offset partially by cash provided by financing activities of $53,900.
The
following is a summary of our cash flows provided by (used in) operating, investing, and financing activities during the periods
indicated:
|
|
Nine Months Ended January 31,
|
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
Cash at beginning of period
|
|
$
|
2,927
|
|
|
$
|
483
|
|
Net cash used in operating activities
|
|
|
(56,527
|
)
|
|
|
(43,229
|
)
|
Net cash used in investing activities
|
|
|
—
|
|
|
|
(4,535
|
)
|
Net cash provided by financing activities
|
|
|
53,900
|
|
|
|
51,350
|
|
Cash at end of period
|
|
$
|
300
|
|
|
$
|
4,069
|
|
Net
cash used in operating activities was $56,527 for the nine months ending January 31, 2014 compared to net cash used in operations
for the nine months ending January 31, 2013 of $43,229 primarily due to a net loss of $66,495 for the nine months ending January
31, 2014, offset primarily by the change in operating assets and liabilities of $9,968. Net cash provided by financing activities
was $53,900 for the nine months ending January 31, 2014, compared to net cash provided by financing activities of $51,350 for
the nine months ending January 31, 2013. Net cash used in investing activities was none for the nine months ending January 31,
2014, compared to net cash used in investing activities of $4,535 for the nine months ending January 31, 2013.
During
the nine months ended
January
31, 2014, we entered into separate private placement
memorandums with an affiliate shareholder under which we issued 1,768,000 shares of our common stock, restricted in accordance
with Rule 144, in exchange for $53,900. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act
of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.
Our
cash needs for the year ended April 30, 2014 are estimated to be $200,000. This budget is based on the assumption that we will
carry out one to several projects at a time to content markets 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 3,388,334
shares for net proceeds of $220,750 in offerings conducted in fiscal years 2013 and 2012 and the first nine months of fiscal year
2014. Additionally, we raised $38,000 through a related party note in fiscal year 2012. 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 2013 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.
Since
we have not yet generated any revenues, we were a development stage company as that term is defined in Section 915 - Development
Stage Entities, of the FASB Accounting Standards Codification. Our activities have mostly been devoted to seeking capital; seeking
supply contracts and development of a business plan. Our auditors have included an explanatory paragraph in their report on our
financial statements, relating to the uncertainty of our business as a going concern, due to our lack of operating history or
current revenues, its nature as a start up business, management's limited experience and limited funds. We do not believe that
conventional financing, such as bank loans, is available to us due to these factors. We have no bank line of credit available
to us. Management believes that it will be able to raise the required funds for operations from one or more future offerings,
in order to affect our business plan.
Our
future operating results are subject to many factors including:
|
●
|
|
our success in obtaining contracts
for our services;
|
|
|
|
|
|
●
|
|
the success of any joint marketing
agreements;
|
|
|
|
|
|
●
|
|
our ability to obtain additional
financing; and
|
|
|
|
|
|
●
|
|
other risks which we identify
in future filings with the SEC.
|
Any
or all of our forward looking statements in this filing and in any other public statements we make may turn out to be wrong. They
can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Consequently, no forward
looking statement can be guaranteed. In addition, we undertake no responsibility to update any forward-looking statement to reflect
events or circumstances which occur after the date of this prospectus.
Equity
Financing
During the nine months ended
January
31, 2014, we entered into a private
placement memorandum with an affiliate shareholder under which we issued him 1,768,000 shares of our common stock, restricted
in accordance with Rule 144, in exchange for $53,900. The issuance was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the
shares.
During
the year ended April 30, 2013, we entered into separate private placement memorandums with two affiliate shareholders under which
we issued them 1,772,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for $88,600. The issuance
was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investors were sophisticated and
familiar with our operations at the time of the issuance of the shares.
During
the year ended April 30, 2012, we entered into a stock purchase agreement with an affiliate shareholder, under which we issued
him a total of 243,334 shares of our common stock, restricted in accordance with Rule 144, in exchange for $73,000. These shares
were issued on May 1, 2012. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933,
and the investor was a sophisticated investor at the time of the issuance of the shares.
On
November 16, 2011, we entered into a stock purchase agreement with a non-affiliated third party, under which we issued him 100,000
shares of our common stock, restricted in accordance with Rule 144, in exchange for $30,000. These shares were issued on May 1,
2012. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated
and familiar with our operations at the time of the issuance of the shares.
On
May 1, 2012 we issued 250,000 restricted common shares to a non-affiliated third party pursuant to a consulting agreement to assist
us in the distribution of certain films. In addition, we issued 5,266,667 restricted common shares to our Chief Financial Officer
pursuant to his consulting contract dated October 27, 2011 and amended May 1, 2012. We also issued 633,333 restricted common shares
for professional services per consulting contracts dated October 27, 2011 and amended May 1, 2012.
We
issued 6,000,000 restricted common shares to our President and Chief Executive Officer, pursuant to his employment contract dated
May 1, 2012. Further, we issued 10,000,000 restricted common shares to our Chief Operating Officer pursuant to her employment
contract dated May 1, 2012.
Sale
of Asset
On
November 18, 2013, the Company sold the script Gothic Harvest to an affiliate of the Company for $15,000, resulting in a gain
of $5,000. The Company recorded the gain as a capital contribution. As of
January
31,
2014, the Company had received deposits totaling $12,750.
Distribution
Rights
On
February 13, 2012 the company announced that it has acquired the distribution rights to the following motion pictures:
Seducing
Spirits, The Perfect Argument, Marina Murders, Film Struggle, Divorce in America, A Wonderful Summer, The Truth About Layla, Living
with Cancer, The Biggest Fan, and Hanging with the Iron Man
. Under the distribution agreements, Goliath will receive 30% of
the gross revenues for each picture it distributes. In general, the Company's distribution contracts cover both domestic and international
licensing agreements; however, for the picture
The Biggest Fan,
the Company obtained limited distribution rights.
On
July 29, 2012, the Company acquired a 30% exclusive interest for three years of a documentary on the career of, former National
Basketball Association star, A.C. Green.
The
Company paid $7,085 to acquire this interest, of which a deposit of $2,550 was paid as of April 30, 2012 and the remaining $4,535
has been paid as of July 29, 2012. Ending
January
31, 2014, the Company has not impaired
the asset.
Amendment
to Articles of Incorporation
On
February 26, 2013, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary
of State of the State of Nevada to increase the number of authorized common shares from 149 million to 300 million.
Contractual
Obligations and Off-Balance Sheet Arrangements
We
do not have any contractual obligations or off balance sheet arrangements.