UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2015
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| For the transition period from __________ to __________ | Commission File Number 000-18945 |
GOLIATH FILM AND MEDIA HOLDINGS
(Exact name of registrant as specified in its charter)
| Nevada | 84-1055077 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification Number) | |
| 4640 Admiralty Way, Suite 500, Marina del Rey, California | 90292 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number: (909) 753-5879
Indicate by check mark whether registrant (1) has filed all reports 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. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| Non-accelerated filer (Do not check if smaller reporting company) | [ ] | Smaller reporting company | [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
There were 136,209,917 shares of common stock issued and outstanding as February 28, 2015.
GOLIATH FILM AND MEDIA HOLDINGS
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PART I – FINANCIAL INFORMATION
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
The results for the periods ended January 31, 2015 are not necessarily indicative of the results of operations for the full year.
| F-1 |
GOLIATH FILM AND MEDIA HOLDINGS
CONDENSED CONSOLIDATED BALANCE SHEETS
| January 31, 2015 | April 30, 2014 | |||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 772 | $ | — | ||||
| Prepaid expenses | 34,299 | — | ||||||
| Other receivable-related party | — | 5,085 | ||||||
| Total current assets | 35,071 | 5,085 | ||||||
| Total assets | $ | 35,071 | $ | 5,085 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 26,119 | $ | 26,248 | ||||
| Accounts payable - related party | 9,000 | 9,000 | ||||||
| Bank Overdraft | — | 1,894 | ||||||
| Total current liabilities | 35,119 | 37,142 | ||||||
| Total liabilities | 35,119 | 37,142 | ||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock, $.001 par value, 1,000,000 shares authorized; no shares issued and outstanding at January 31, 2015 and April 30, 2014 | — | — | ||||||
| Common stock, $.001 par value, 300,000,000 shares authorized; 136,209,917 and 93,361,667 shares issued and outstanding, at January 31, 2015 and April 30, 2014 | 136,210 | 93,362 | ||||||
| Additional paid in capital | 426,705 | 224,738 | ||||||
| Accumulated deficit | (562,963 | ) | (350,157 | ) | ||||
| Total stockholders’ deficit | (48 | ) | (32,057 | ) | ||||
| Total liabilities and stockholders’ deficit | $ | 35,071 | $ | 5,085 | ||||
See accompanying notes to unaudited condensed consolidated financial statements.
| F-2 |
GOLIATH FILM AND MEDIA HOLDINGS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| For the Nine Months Ended | For the Three Months Ended | |||||||||||||||
| January 31, | January 31, | |||||||||||||||
| 2015 | 2014 | 2015 | 2014 | |||||||||||||
| Revenue | $ | — | $ | — | $ | — | $ | — | ||||||||
| Cost of sales | — | — | — | — | ||||||||||||
| Gross profit | — | — | — | — | ||||||||||||
| Operating expenses | ||||||||||||||||
| Sales and marketing | 31,020 | — | 1,810 | — | ||||||||||||
| General and administrative | 180,916 | 65,865 | 45,093 | 19,254 | ||||||||||||
| Total operating expenses | 211,936 | 65,865 | 46,903 | 19,254 | ||||||||||||
| Loss from operations | (211,936 | ) | (65,865 | ) | (46,903 | ) | (19,254 | ) | ||||||||
| Loss before income tax | (211,936 | ) | (65,865 | ) | (46,903 | ) | (19,254 | ) | ||||||||
| Provision for income taxes | 870 | 630 | 330 | 210 | ||||||||||||
| Net loss | $ | (212,806 | ) | $ | (66,495 | ) | $ | (47,233 | ) | $ | (19,464 | ) | ||||
| Net loss per share of common stock: | ||||||||||||||||
| Basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
| Weighted average shares | ||||||||||||||||
| Outstanding – basic and diluted | 131,726,619 | 92,312,595 | 135,609,700 | 92,715,399 | ||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| F-3 |
GOLIATH FILM AND MEDIA HOLDINGS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| For the Nine Months Ended, | ||||||||
| January 31, 2015 | January 31, 2014 | |||||||
| Net loss | $ | (212,806 | ) | $ | (66,495 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating expenses | ||||||||
| Amortization of prepaid expenses | 102,000 | — | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid assets | 4,786 | 32,159 | ||||||
| Accounts payable | (129 | ) | (20,135 | ) | ||||
| Accounts payable – related party | — | (2,056 | ) | |||||
| Net cash used in operating activities | (106,149 | ) | (56,527 | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of common stock | 108,815 | 53,900 | ||||||
| Cash overdraft | (1,894 | ) | — | |||||
| Net cash provided by financing activities | 106,921 | 53,900 | ||||||
| Net change in cash and cash equivalent | 772 | (2,627 | ) | |||||
| Cash and cash equivalent at beginning of period | — | 2,927 | ||||||
| Cash and cash equivalent at end of period | $ | 772 | $ | 300 | ||||
| Supplemental Disclosure of non-cash investing and financing activities: | ||||||||
| Common stock issued for services | $ | 136,000 | $ | — | ||||
| Supplemental Disclosure of cash flow Information: | ||||||||
| Cash paid for interest | $ | — | $ | — | ||||
| Cash paid for taxes | $ | — | $ | — | ||||
See accompanying notes to unaudited condensed consolidated financial statements
| F-4 |
GOLIATH FILM AND MEDIA HOLDINGS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2015 AND 2014 (Unaudited)
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, 2015 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, 2014 and 2013 audited financial statements filed on Form 10K on August 11, 2014. The results of operations for the periods ended January 31, 2015 and 2014 are not necessarily indicative of the operating results for the full years.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization, Nature of Business and Trade Name
On October 31, 2011 (the “Closing Date”), China Advanced Technology acquired Goliath Film and Media International, a California corporation, by issuing 47,000,000 shares of its Common Stock, constituting 70.1% of the outstanding shares after giving effect to their issuance and the cancellation of 15,619,816 shares held by China Advanced Technology’s prior control person. Immediately following the Closing, 67,100,000 shares were issued and outstanding, including the 100,000 shares sold. 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.
The Company is engaged in the distribution of motion pictures and digital content.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated.
Basis of Presentation
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.
Use of Estimates
The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred.
| F-5 |
GOLIATH FILM AND MEDIA HOLDINGS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2015 AND 2014 (Unaudited)
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 operation to date. The Company currently does not have any accounts receivable. The above accounting policies will be adopted upon the Company carrying accounts receivable.
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 films. The Company periodically reviews its long lived assets to ensure that their carrying value does not exceed their fair market value.
Revenue Recognition
Goliath Film and Media International, intends to develop and license for distribution quality motion picture and digital content. Revenue is recognized when the company receives a contract for the license of its content and its content is delivered to the customer.
| F-6 |
GOLIATH FILM AND MEDIA HOLDINGS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2015 AND 2014 (Unaudited)
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, 2015 and 2014, respectively.
Research and Development
All research and development costs are expensed as incurred. There was no research and development expense for the three and nine months ended January 31, 2015 and 2014, respectively.
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. 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 and nine 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, 2015.
| F-7 |
GOLIATH FILM AND MEDIA HOLDINGS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2015 AND 2014 (Unaudited)
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, 2015, the Company had no assets other than prepaid expenses and cash.
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, 2015 and 2014, respectively.
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 nine month periods ending on January 31, 2015 and 2014.
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.
NOTE 3 – RECENTLY ENACTED ACCOUNTING STANDARDS
In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly, the Company has adopted this standard as of July 31, 2014.
The Company does not expect the adoption of any other recent accounting pronouncements to have a material impact on its financial statements.
| F-8 |
GOLIATH FILM AND MEDIA HOLDINGS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2015 AND 2014 (Unaudited)
NOTE 4 – COMMON STOCK
The Company has authorized 1,000,000 shares of preferred stock, $0.001 par value, with such rights, preferences and designation and to be issued in such series as determined by the Board of Directors. No shares of preferred stock are issued and outstanding at January 31, 2015.
During the nine months ended January 31, 2015, we entered into separate private placement memorandums with an affiliate shareholder under which we issued him 8,848,250 shares of our common stock, restricted in accordance with Rule 144, in exchange for $108,815. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investors were sophisticated and familiar with our operations at the time of the issuance of the shares.
We issued 5,000,000 restricted common shares to our Chief Financial Officer pursuant to his consulting contract dated May 1, 2014. We also issued 2,000,000 restricted common shares for professional services per consulting contracts dated May 1, 2014. The shares were valued at $0.004 per share, which was the closing price of the Company’s common stock on May 1, 2014.
We issued 2,000,000 restricted common shares to our President and Chief Executive Officer, pursuant to his consulting contract dated May 1, 2014. Further, we issued 25,000,000 restricted common shares to a Director of the Company and to manage sales and marketing activities for the Company pursuant to his consulting contract dated May 1, 2014. The shares were valued at $0.004 per share, which was the closing price of the Company’s common stock on May 1, 2014.
NOTE 5 – 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.
| F-9 |
GOLIATH FILM AND MEDIA HOLDINGS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2015 AND 2014 (Unaudited)
Historically, the Company has relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon its and its shareholders.
In the past year, the Company funded operations by using cash proceeds received through the issuance of common stock. For the coming year, the Company plans to continue to fund the Company through debt and securities sales and issuances, focus on a possible joint venture or merger until the company generates revenues through the operations of such merged company or joint venture as stated above.
NOTE 6 – RELATED PARTY TRANSACTIONS
During the year ended April 30, 2014, the Company sold 1,601,333 restricted common shares to an affiliate shareholder pursuant to a private placement memorandum in exchange for $39,000 and issued 495,000 restricted common shares to relieve debt of $24,750.
During the nine months ended January 31, 2015, the Company sold 8,848,250 restricted common shares to an affiliate shareholder pursuant to a private placement memorandum in exchange for $108,815.
We issued 5,000,000 restricted common shares to our Chief Financial Officer pursuant to his consulting contract dated May 1, 2014. We also issued 2,000,000 restricted common shares for professional services per consulting contracts dated May 1, 2014.
We issued 2,000,000 restricted common shares to our President and Chief Executive Officer, pursuant to his consulting contract dated May 1, 2014. Further, we issued 25,000,000 restricted common shares to a Director of the Company and to manage sales and marketing activities for the Company pursuant to his consulting contract dated May 1, 2014.
Related party transactions have been disclosed in the other notes to these financial statements.
NOTE 7 – COMMITMENTS AND CONTINGENCIES
On October 22, 2014 Goliath Film and Media Holdings, Inc. Goliath Film and Media Holding (“GFMH”) will distribute all foreign rights for the motion picture “Virus X,” “Film” starring Sybil Danning with some of the key terms as follows:
1. Time frame (Term) – 18 months with ability to renew at same terms for another 18 months if agreed by both parties by end of the 18 month term. Term begins October 22, 2014
2. Markets – In all foreign media known and unknown
3. Compensation to GFMH- 15% of gross proceeds on all foreign territories. Said 15% (of 100%) is inclusive and includes, but not limited to, all payments, fees and reimbursements of any and all kinds made and/or incurred by GFMH through the exploitation of the Film.
4. Renewals - when the contract is renewed by a particular territory, GFMH will be the entity of record to effectuate the renewals, yet only after notification is made to and approved verbally or written by Empire Films.
On October 29,2014, Goliath Film and Media Holding entered into a Distribution and Sales Agreement with EMILIO ROSO (“Producer”) granting all domestic and foreign distribution rights, excluding digital streaming for the motion pictures “Day of Redemption,” “On Borrowed Time” and ”Tumbleweed,” with some of the major terms as follows:
1. Time frame (Term) – 18 months. Term began October 29, 2014. This contract will not automatically renew.
2. Markets – In all domestic and foreign media known and unknown and all domestic and foreign territories.
| 3 |
GOLIATH FILM AND MEDIA HOLDINGS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2015 AND 2014 (Unaudited)
3. Compensation to Goliath Film and Media Holdings - 25% of gross proceeds on all domestic and foreign territories, except digital streaming. Said 25% (of 100%) is inclusive and includes, but not limited to, all payments, fees and reimbursements of any and all kinds made and/or incurred by Goliath Film and Media Holdings through the exploitation of the motion pictures.
On November 5, 2014, Tony Monte of Melonte Partners granted Goliath Film and Media Holdings (“GFMH”), Inc. all foreign rights to the lifestyle TV program “Celebrity Taste Makers” to sell at the American Film Market in Santa Monica, California, November 5-12, 2014 and the European Film Market, in Berlin Germany February 5-13, 2015. Compensation to GFMH will be 15% of gross sales proceeds.
Our CFO provided notice that he will not extend his contract that expires on May 1, 2015 in order to pursue other interests. Lamont Robert, Chief Executive Officer will act as Acting Chief Financial Officer.
We did not record any legal contingencies as of January 31, 2015.
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.
| 4 |
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 through its wholly-owned subsidiary Goliath Film and Media International, intends to develop and license for distribution, domestically and internationally, quality video content with an emphasis on “niche” markets of the feature film and television content segments of the entertainment industry, such as, without limitation, education, faith-based, horror and socially responsible minority content. We do not intend to engage in domestic theatrical distribution of motion pictures to any significant extent.
In qualified cases, we will develop screenplays that will be outsourced to an independent entity for production, but will be licensed for distribution through us. We plan 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.
Our revenue model includes receiving revenue from distribution fees. A limited number of its video properties include projects developed by Goliath and produced by an independent third party production entity.
Questions and Answers
What is your business?
We distribute motion pictures, educational videos, and other video products. We plan to distribute video properties to television stations and networks and to private groups such as religious congregations or schools. We do not intend to engage in theatrical releases of motion pictures, due to the high up front costs of advertising and marketing theatrically. Also, theatrical releases of motion pictures has historically represented only 18% of domestic revenues for the industry (13% internationally) and potentially decreasing in the future. We intend to emphasize niche markets, commencing with faith-based, educational, responsible minority content, and low budget horror movies.
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 and The Biggest Fan. 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.
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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.
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 horrors. 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 attend all the major film trade fairs, such as, the European Film Market in Berlin, the Italian Film Market, the American Film Market in Santa Monica, and others, and the International Christian Trade Show. The film markets are where buyers and sellers of motion pictures meet. There are about 89 distinct international territories for film distribution. Typically, international and domestic buyers agree to license films in each territory, for a term of 3-5 years on a per-picture basis. We also plan to market the faith based films to the 315 US Christian television channels and to the various Christian assemblies for church releases (there are 1,400 church-operated movie theatres in the US).
What is this going to cost you?
We expect that participating in all the film markets over a period of 12 months will cost less than $100,000 and that we will spend up to $500,000 acquiring distribution rights to properties. We expect that distribution revenues will be many times 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 reputation in the motion picture industry and the Christian, horror and educational markets. We know where the motion pictures are, and we know the appropriate persons, we believe, that will deal with Goliath. Once we attain a critical mass of 100 properties or more, we think it will be not very difficult to be the “faith based,” “minority content” etc. distributor that owners of motion pictures in these genres seek out.
What does “faith based” mean?
A “faith based” motion picture is one that has Christian themes, is uplifting, and is family friendly. Faith based motion pictures do have a “Christian” or traditional religious message underlying them, but are not “preachy.” According to Gallup, more than 42% of Americans attend church regularly. Internationally, Europe has a smaller but still significant population of attending Christians; Latin America and Christian Africa are higher. This niche also conforms to the significant percentage of families worldwide who are extremely cautious regarding the viewing experiences and habits of their children.
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So how are you different than Netflix, Blockbuster and Hulu, to name a few? How can you compete with them? They have a lot of money and name recognition. Why wouldn’t they jump into your niches?
We have a different approach. While we may never be as large as any of the companies named above, we still believe in our potential for profitability. These larger firms must focus on a mass market for content viewing and not on specific niche strategies. They generally acquire product by licensing content from the many medium and large film libraries owned by the major distributors for motion picture as well as television product. This formula for acquiring content is extremely expensive. As an example; NETFLIX spent over $3 billion as of fiscal year-end December 31, 2013 on the licensing of content and developing and producing original programming for subscribers/members in both domestic and international markets. With personnel exceeding 2,000 employees and offices worldwide, it is apparent that in order to cover costs and generate a profit, their best strategy is to focus on targeting the mass markets
As far as entering our space of targeted niche markets, it is an axiom of business that big companies are less nimble than smaller concerns. If one of the larger firms mentioned decides to enter our space, it is likely that their preference would be to acquire us rather than establish divisions or subsidiaries focused on niche markets, from scratch.
Don’t cable and satellite networks already offer specialty channels like TBN (for faith based) and BET (Black Entertainment Television (for the African-American Community)?
By the nature of programming, these channels have only a relatively small number of movies and scripted and reality-based programming in their rotation at any one time, and broadcast them in a cycle.
What other niches are you looking at entering?
We believe that the trend in home entertainment is servicing niches. Many viewers have cable or satellite service with hundreds of channels, but view only a few channels that cater to their particular interests. One significant type of niche we might target are the numerous immigrant groups in the United States. Other than Spanish speaking immigrants, coverage is scarce. The last official data (2004) from the US Census Bureau is that 34.2 million persons in the US are foreign born, with 54% from Latin America, 25% from Asia and 14% from Europe. Foreign-born immigrants like to watch movies from their home countries.
There are many interest groups that might be interested in specialty movies or programming. In Southern California, for instance, Surfing is quite popular, and there exists a huge body of surfing films which would be of interest.
What about ancillary markets?
We plan to incorporate advertising in some unobtrusive fashion where possible. Some specialty interest groups (eg, Surfing) could have their own online shopping for related consumer products.
What films do you have now in inventory?
We presently have acquired the distribution rights to the following motion pictures: Seducing Spirits, The Perfect Argument, Marina Murders, Film Struggle, Divorce in America, A Wonderful Summer, The Truth About Layla, Living with Cancer, and The Biggest Fan. Under the distribution agreements Goliath will receive 30% of the gross revenues for each of the pictures we distribute. In general, our distribution contracts cover both domestic and international licensing agreements; however, for the picture The Biggest Fan we obtained limited distribution rights.
How do these distribution rights work?
We enter into a Distribution Agreement for each motion picture. Terms may be perpetual or limited by years. The Films we are acquiring with the proceeds of this offering will have a term of five years. We will generally obtain a fee of 30% of gross revenues. Licensing will be flexible for usage applications on a yearly or multi-year basis. Most markets, especially foreign territories have a tendency to continuously renew content licensing.
How many employees do you have? Do you have an office?
We have just 3 employees and we believe that is sufficient during the “content aggregation” phase of our development. Our administrative office is in Marina del Rey.
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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 recognized any revenues. We incurred a net loss of $212,806 for the nine months ended January 31, 2015 compared to a net loss of $66,495 for the nine months ended January 31, 2014. These factors create substantial doubt about the Company’s ability to continue as a going concern. Our plan to continue as a going concern revolves around our ability to execute its business strategy of distributing films, as well as raising the necessary capital to pay ongoing general and administrative expenses of the Company.
During the nine months ended January 31, 2015, we entered into separate private placement memorandums with an affiliate shareholder under which we issued 8,848,250 shares of our common stock, restricted in accordance with Rule 144, in exchange for $108,815. 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.
Results of Operations
Three Months Ended January 31, 2015 Compared to Three Months Ended January 31, 2014
Revenue
For the three months ended January 31, 2015 and 2014, we have not generated any revenues.
Operating expenses
Operating expenses increased by $27,649, or 143.6%, to $46,903 in the three months ended January 31, 2015 from $19,254 in the three months ended January 31, 2014 primarily due to an increase in consulting services costs and stock based compensation expenses, as well as travel and marketing costs related to attend a film festival.
Operating expenses for the three months ended January 31, 2015 were comprised primarily of $7,109 in consulting services costs; travel costs of $3,072, stock based compensation expense of $34,000, marketing costs of $1,510, and $1,212 of other operating expenses.
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.
Net loss before income taxes
Net loss before income taxes for the three months ended January 31, 2015 totaled $46,903 primarily due to consulting services costs, travel costs, stock based compensation expenses, and marketing costs compared to $19,254 for the three months ended January 31, 2014 primarily due to consulting services costs, travel costs, stock based compensation expenses, office rent, and professional fees.
Assets and Liabilities
Total assets were $35,071 as of January 31, 2015 compared to $5,085 as of April 30, 2014, or an increase of $29,986, primarily the result of increases in prepaid assets of $34,299 and cash of $772, offset partially by the decrease in other receivable – related party of $5,085. Total liabilities as of January 31, 2015 were $35,119 compared to $37,142 as of April 30, 2014, or a decrease of $2,023. The decrease was the result of a decrease in accounts payable of $129 and a cash overdraft of $1,894.
Stockholders’ Deficit
Stockholders’ deficit was $(48) as of January 31, 2015 compared to a deficit of $(32,057) as of April 30, 2014, or a decrease of $32,009. The change in Stockholder’s deficit consisted primarily of shares issued for cash in the amount of $108,815, and stock issued for services of $136,000, offset primarily by the net loss during the nine month period of $212,806.
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Nine Months Ended January 31, 2015 Compared to Nine Months Ended January 31, 2014
Revenue
For the nine months ended January 31, 2015 and 2014, we have not generated any revenues.
Operating expenses
Operating expenses increased by $146,071, or 221.8%, to $211,936 in the nine months ended January 31, 2015 from $65,865 in the nine months ended January 31, 2014 primarily due to increases in consulting services costs, stock based compensation expense, travel costs, and marketing costs, offset primarily by decreases in professional fees, rent and general and administration costs.
Operating expenses for the nine months ended January 31, 2015 were comprised primarily of rent of $1,045, $54,289 in consulting services costs, travel costs of $13,749, audit costs and other professional fees of $7,763, stock based compensation expense of $102,000, marketing costs of $28,245, and $4,845 of other operating expenses.
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.
Net loss before income taxes
Net loss before income taxes for the nine months ended January 31, 2015 totaled $211,936 primarily due to rent, consulting services costs, audit costs and other professional fees, travel costs, marketing costs, and stock based compensation expense compared to $65,865 for the nine months ended January 31, 2014 primarily due to rent, consulting services costs, audit and other professional costs, travel costs, and stock based compensation expense.
Liquidity and Capital Resources
General – Overall, we had an increase in cash flows of $772 in the nine months ended January 31, 2015 resulting from cash provided by financing activities of $106,921, offset partially by cash used in operating activities of $106,149.
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, | ||||||||
| 2015 | 2014 | |||||||
| Cash at beginning of period | $ | - | $ | 2,927 | ||||
| Net cash used in operating activities | (106,149 | ) | (56,527 | ) | ||||
| Net cash provided by financing activities | 106,921 | 53,900 | ||||||
| Cash at end of period | $ | 772 | $ | 300 | ||||
Net cash used in operating activities was $106,149 for the nine months ended January 31, 2015 compared to net cash used in operations for the nine months ended January 31, 2014 of $56,527 primarily due to a net loss of $212,806 for the nine months ended January 31, 2015, offset primarily by the amortization of prepaid expenses of $102,000 and the change in operating assets and liabilities of $4,657.
Net cash provided by financing activities was $106,921 for the nine months ended January 31, 2015, compared to net cash provided by financing activities of $53,900 for the nine months ended January 31, 2014 primarily as the result of the issuance of stock for cash of $108,815.
During the nine months ended January 31, 2015, we entered into separate private placement memorandums with an affiliate shareholder under which we issued him 8,848,250 shares of our common stock, restricted in accordance with Rule 144, in exchange for $108,815. 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.
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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 in the year ending April 30, 2015 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 3,373,333 shares for net proceeds of $127,600 in offerings conducted in fiscal years 2014 and 2013. 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 2015 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.
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, 2015, we sold 8,848,250 restricted common shares to an affiliate shareholder pursuant to a private placement memorandum in exchange for $108,815. 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 nine months ended January 31, 2014, we issued 1,768,000 restricted common shares to an affiliate shareholder pursuant to a private placement memorandum in exchange for $29,150 in cash and to relieve debt of $24,750. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investors were sophisticated and familiar with our operations at the time of the issuance of the shares.
During the year ended April 30, 2014, we sold 1,601,333 restricted common shares to an affiliate shareholder pursuant to a private placement memorandum in exchange for $39,000 and issued 495,000 restricted common shares to relieve debt of $24,750. 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.
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We issued 5,000,000 restricted common shares to our Chief Financial Officer pursuant to his consulting contract dated May 1, 2014. We also issued 2,000,000 restricted common shares for professional services per consulting contracts dated May 1, 2014.
We issued 2,000,000 restricted common shares to our President and Chief Executive Officer, pursuant to his consulting contract dated May 1, 2014. Further, we issued 25,000,000 restricted common shares to one of our Directors and to manage sales and marketing activities for us pursuant to his consulting contract dated May 1, 2014.
During the year ended April 30, 2013, we entered into separate private placement memorandums with two 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.
Distribution Rights
On February 13, 2012, we announced that it has acquired the distribution rights to the following motion pictures: Seducing Spirits, The Perfect Argument, Marina Murders, Film Struggle, Divorce in America, A Wonderful Summer, The Truth About Layla, Living with Cancer, and The Biggest Fan. Under the distribution agreements, we will receive 30% of the gross revenues for each picture it distributes. In general, our distribution contracts cover both domestic and international licensing agreements; however, for the picture The Biggest Fan, we obtained limited distribution rights.
Contractual Obligations and Off-Balance Sheet Arrangements
We do not have any contractual obligations or off balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 4. 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, who is also our acting Chief Financial Officer, as appropriate, to allow for timely decisions regarding disclosure. As of the end of the period covered by this report (January 31, 2015), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q 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.
Changes in Internal Controls
There have been no changes in our internal controls over financial reporting during the quarter ended January 31, 2015 that have materially affected or are reasonably likely to materially affect our internal controls.
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We are not a party to or otherwise involved in any legal proceedings.
In the ordinary course of business, we are 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 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.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the three months ended January 31, 2015, the Company sold 1,665,000 restricted common shares to an affiliate shareholder pursuant to a private placement memorandum in exchange for $16,650. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investors were sophisticated and familiar with our operations at the time of the issuance of the shares.
Item 3. Defaults Upon Senior Securities.
There have been no events which are required to be reported under this Item.
Item 4. Mine Safety Disclosures.
Not applicable.
None.
| 31. | Certification of CEO and CFO.* | |
| 32. | Certification pursuant to 18 U.S.C. Section 1350 of CEO and CFO* | |
| 101.INS | XBRL Instance Document** | |
| 101.SCH | XBRL Taxonomy Extension Schema Document** | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document** | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document** | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document** | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document** |
* Filed herewith.
** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.
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Pursuant to the requirements 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.
| GOLIATH FILM AND MEDIA HOLDINGS | ||
| Dated: March 11, 2015 | By: | /s/ Mike Criscione |
| Mike Criscione | ||
| COO and Vice Chairman of the Board | ||
| By: | /s/ Lamont Roberts | |
| Lamont Roberts | ||
| CEO, Secretary, and Director (duly authorized officer) | ||
| /s/ John Ballard | ||
| John Ballard | ||
| Chief Financial Officer (chief financial and accounting officer) | ||
| 13 |
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Lamont Roberts, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Goliath Film and Media Holdings. for the three and nine months ended January 31, 2015.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this interim report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
Dated: March 11, 2015
| By: | /s/ Lamont Roberts | |
| Lamont Roberts | ||
| President (Chief Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John Ballard, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Goliath Film and Media Holdings. for the three and nine months ended January 31, 2015.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this interim report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
Dated: March 11, 2015
| By: | /s/ John Ballard | |
| John Ballard | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. {section} 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Goliath Film and Media Holdings (the “Company”) on Form 10-Q for the year ending January 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lamont Roberts, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. {section} 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, that, to the best of my knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| Dated: March 11, 2015 | ||
| By: | /s/ Lamont Roberts | |
| Lamont Roberts | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. {section} 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Goliath Film and Media Holdings (the “Company”) on Form 10-Q for the quarter ending January 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Ballard, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. {section} 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, that, to the best of my knowledge:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| Dated: March 11, 2015 | ||
| By: | /s/ John Ballard | |
| John Ballard | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||