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 July 31, 2013

o 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 incorporation or organization)	(I.R.S. Employer Identification Number)
640 S. San Vicente Blvd., Fifth floor, Los Angeles, California	90048
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number: (303) 885-5501

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  o 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).   xYes o 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	o	Accelerated filer	o
Non-accelerated filer (Do not check if smaller reporting company)	o	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 o 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 92,223,334 shares of common stock issued and outstanding as of August 31, 2013. 

GOLIATH FILM AND MEDIA HOLDINGS

	PART  I – FINANCIAL INFORMATION	Page(s)
	Item 1.  Financial Statements
Condensed Consolidated Balance Sheets as of July 31, 2013		4
Condensed Consolidated Statements of Operations for the three month periods ended July 31, 2013 and 2012		5
Condensed Consolidated Statements of Cash Flows for the three month periods ended July 31, 2013 and 2012		6
Notes to the Condensed Consolidated Financial Statements		7

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Item 4.  Controls and Procedures

PART II – OTHER INFORMATION

Item 1.       Legal Proceedings

Item 1A.    Risk Factors

Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.       Defaults Upon Senior Securities

Item 4.       Mine Safety Disclosures

Item 5.       Other Information

Item 6.       Exhibits

Signatures

PART I – FINANCIAL INFORMATION

Item 1.  Financial Statements.

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 July 31, 2013 are not necessarily indicative of the results of operations for the full year.

GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Enterprise)

CONDENSED CONSOLIDATED BALANCE SHEETS

	July 31, 2013			April 30, 2013
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	3,487		$	2,927
Prepaid assets		27,746			32,034
Total current assets		31,233			34,961
Long-term assets
Intangible asset, net		7,085			7,085
Total long-term assets		7,085			7,085
Total assets	$	38,318			42,046
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	21,614			43,654
Accounts payable - related party		11,056			11,056
Total current liabilities		32,670			54,710
Total liabilities		32,670			54,710
Stockholders' Equity (Deficit)
Preferred stock, $.001 par value, 1,000,000
shares authorized; no shares issued and outstanding
at July 31, 2013 and April 30, 2013		--			--
Common stock, $.001 par value, 300,000,000 shares
authorized; 92,170,334 and 91,265,334 shares
issued and outstanding, at July 31, 2013 and April 30, 2013		92,170			91,265
Additional paid in capital		202,430			158,085
Deficit accumulated during the development stage		(288,952	)		(262,014	)
Total stockholders' equity (deficit)		5,648			(12,664	)
Total liabilities and stockholders’ equity (deficit)	$	38,318		$	42,046

See accompanying notes to unaudited condensed consolidated financial statements.

GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Enterprise)

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

							For the Period
	For the Three Months Ended,						May 1, 2008
							(inception) to
	July 31, 2013			July 31, 2012			July 31, 2013
Revenue	$	--		$	--		$	--
Cost of goods sold		--			--			1,125
Gross profit		--			--			(1,125	)
Operating Expenses
Sales and marketing		--			-			72,499
General and administrative		26,728			25,685			402,846
Total operating expenses		26,728			25,685			475,345
Loss from operations		(26,728	)		(25,685	)		(476,470	)
Other income (expense)
Interest expense		--			(1,735	)		(10,037	)
Total other income/ (expense)		--			(1,735	)		(10,037	)
Loss before income taxes		(26,728	)		(27,420	)		(486,507	)
Provision for income taxes		(210	)		(195	)		(8,760	)
Elimination of accumulated deficit due to reverse acquisition		--			--			206,315
Net loss	$	(26,938	)	$	(27,615	)	$	(288,952	)
Net loss per share of common stock:
Basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average shares
Outstanding – basic and diluted		91,957,888			89,253,587

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
							May 1, 2008
	For the Three Months Ended,						(inception) to
	July 31, 2013			July 31, 2012			July 31, 2013
Net loss	$	(26,938	)	$	(27,615	)	$	(495,267	)
Adjustments to reconcile net loss to
net cash used in operating expenses
Depreciation		--			--			23,336
Issuance of common stock for service rendered		--			--			82,750
Changes in operating assets and liabilities:
Decrease (increase) in prepaid assets		4,288			(16,231	)		(27,746	)
Increase (decrease) in accounts payable		(22,040	)		4,550			33,396
Decrease in accounts payable – related party		--			(36,000	)		11,056
Decrease in accrued interest – related party		--			(570	)		--
Net cash used in operating activities		(44,690	)		(75,866	)		(362,475	)
Cash flows from investing activities
Investment in intangible assets		--			(4,535	)		(7,085	)
Purchase of office furniture and equipment		--			--			(28,624	)
Net cash used in investing activities		--			(4,535	)		(35,709	)
Cash flows from financing activities
Proceeds from issuance of common stock		45,250			88,250			250,222
Decrease in loan from shareholder		--			(7,250	)		--
Net cash provided by financing activities		45,250			81,000			250,222
Non-cash China Advance acquisition		--			--			151,449
Net change in cash and cash equivalent		560			599			3,487
Cash and cash equivalent at beginning of period		2,927			483			--
Cash and cash equivalent at end of period	$	3,487		$	1,082		$	3,487
Supplemental Disclosure of non-cash investing and
financing activities:
Issuance of securities for services rendered	$	--		$	--		$	57,750
Repay prior officer’s loan	$	--		$	--		$	9,920
Supplemental Disclosure of cash flow Information:
Cash paid for interest	$	--		$	--		$	--760
Cash paid for taxes	$	--		$	--		$	--

See accompanying notes to unaudited condensed consolidated financial statements.

GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDING JULY 31, 2013 AND 2012

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 July 31, 2013 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 July 31, 2013 and 2012 are not necessarily indicative of the operating results for the full years.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

On October 31, 2011 (the “Closing Date”), China Advanced Technology acquired Goliath Film and Media International, a California corporation, by issuing 47,000,000 shares of its Common Stock, constituting 70.1% of the outstanding shares after giving effect to their issuance and the cancellation of 15,619,816 shares held by China Advanced Technology’s prior control person.  Immediately following the Closing, 67,100,000 shares were issued and outstanding, including the 100,000 shares sold as described in Note 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 digital 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 Accounting Standards Codification (“ASC”) 915, “Development Stage Entities.”

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.

GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDING JULY 31, 2013 AND 2012

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.

GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDING JULY 31, 2013 AND 2012

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.

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 months ended July 31, 2013 and 2012, respectively.

Research and Development

All research and development costs are expensed as incurred. There was no research and development expense for the three months ended July 31, 2013 and 2012, 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, requiresdisclosures about fair value of financial instruments in quarterly reports as well as in annual reports.  For the Company, this statement applies to certain investments and long-term debt.  Also, the FASB ASC Topic 820, Fair Value Measurements and Disclosures , clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements.

Various inputs are considered when determining the value of the Company’s investments and long-term debt.  The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities.  These inputs are summarized in the three broad levels listed below.

·   Level 1 – observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets.

·   Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.).

·   Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments).

The 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 July 31, 2013.

GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDING JULY 31, 2013 AND 2012

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 July 31, 2013, 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 months ended July 31, 2013 and 2012, 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 2013 and 2012.

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

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.

GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDING JULY 31, 2013 AND 2012

NOTE 4 – COMMON STOCK

During the three months ended July 31, 2013, we entered into separate private placement memorandums with an affiliate shareholder under which we issued him 905,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for $45,250.  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, 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.

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.

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.

GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDING JULY 31, 2013 AND 2012

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations.  The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

During the next year, the Company's foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with reviewing or investigating any potential business ventures.  The Company may experience a cash shortfall and be required to raise additional capital.

Historically, the Company has relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth.  Management may raise additional capital through future public or private offerings of the Company's stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing.  The Company's failure to do so could have a material and adverse effect upon its and its shareholders.

In the past year, the Company funded operations by using cash proceeds received through the issuance of common stock.  For the coming year, the Company plans to continue to fund the Company through debt and securities sales and issuances, focus on a possible joint venture or merger until the company generates revenues through the operations of such merged company or joint venture as stated above.

NOTE 7 - RELATED PARTY TRANSACTIONS

During the three months ended July 31, 2013, the Company sold 905,000 restricted common shares to an affiliate shareholder pursuant to a private placement memorandum in exchange for $45,250.

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, we entered into an agreement with the father of the Company’s Chief Operating Officer to write and produce a motion picture.

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.

Related party transactions have been disclosed in the other notes to these financial statements.

GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDING JULY 31, 2013 AND 2012

NOTE 8 - COMMITMENTS AND CONTINGENCIES

We did not record any legal contingencies as of July 31, 2013.

NOTE 9 – LEGAL

The Company is not a party to or otherwise involved in any legal proceedings.

In the ordinary course of business, from time to time the Company may be involved in various pending or threatened legal actions.  The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon the Company’s financial condition and/or results of operations.  However, in the opinion of management, other than as set forth herein, matters currently pending or threatened against the Company are not expected to have a material adverse effect on its financial position or results of operations.

NOTE 10 – SUBSEQUENT EVENTS

Subsequent to July 31, 2013, we issued a total of 53,000 restricted common shares to an affiliate in accordance with Rule 144, in exchange for approximately $2,650.  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 feature film and television content segments of the entertainment industry, such as, without limitation, education, faith-based, horror and socially responsible minority content.  Goliath does not intend to engage in domestic theatrical distribution of motion pictures to any significant extent.

In qualified cases, Goliath will develop screenplays that will be outsourced to an independent entity for production, but will be licensed for distribution through the Company. Goliath plans to distribute domestically and internationally, through a wide distribution network which includes major international theatrical exhibitors, and other distributors and television networks. We plan to utilize corporate sponsorships as a means of reducing the costs of advertising and marketing in distribution.  Further, we may augment our marketing efforts with a limited and strategically focused advertising campaign in traditional “print” media with press releases targeted specifically toward standard entertainment industry trade journals and publications on an “as needed” basis.

Goliath’s revenue model includes receiving revenue from distribution fees. A limited number of its video properties include projects developed by Goliath and produced by an independent third party production entity.

Questions and Answers

What is your business?

We distribute motion pictures, educational videos, 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 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, 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.

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 attend all the major film trade fairs, such as, 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 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 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. There exists a significant percentage of families worldwide which are extremely cautious regarding the viewing experiences 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. We may never be as big as one of these companies named, but we still think we can be profitable--and hopefully more so. They have to focus on the mass market, and not on niches. They look for product from the large and medium sized film libraries, such as MGM and Sony, for motion picture as well as television product. This product is expensive to license. For example, in 2011, Netflix spent almost $700 million to acquire streaming content. Netflix started breaking down streaming versus DVD revenue only in the fourth quarter of 2011; and had $476 million in revenue for domestic streaming and $424 million in cost of goods sold. As a result of the high costs of acquiring streaming content, Netflix dropped its contract with Starz, losing 800 movies on March 1.

As far as entering our niche markets, it is an axiom of business that big companies are not likely to be nimble. If one of them wants to enter our space, it’s more likely they will prefer to acquire us than start 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. Viewers do not have a broad choice and no means of watching their favorites on their own time schedule.

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.

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 enter into a Distribution Agreement for each film. Terms may be perpetual or limited by years. The Films we are acquiring will generally have a term of five years.  These Films will give us 50% of the gross profits, net of distribution and marketing costs, but for theatrical films we usually obtain 30%.  We license usage on a yearly or multi-year basis.  The key component of a market, especially foreign markets, is the tendency for a sold territory to continuously renew the license to show a film.

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 recognized any revenues. The Company incurred a net loss of $26,938 for the three months ended July 31, 2013 compared to a net loss of $27,615 in the first quarter of 2012.  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 films, 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 July 31, 2013 Compared to Three Months Ended July 31, 2012

Revenue

For the three months ended July 31, 2013 and July 31, 2012, we have not generated any revenues.

Operating expenses

Operating expenses increased by $1,043, or 4.1%, to $26,728 in the three months ended July 31, 2013 from $25,685 in the three months ended July 31, 2012 primarily due to an increase in consulting services costs.

Operating expenses for the three months ended July 31, 2013 were comprised primarily of $11,068 in consulting services costs; travel costs of $5,021, stock based compensation expense of $2,875, office rent of $1,413, professional fees of $5,000, and $1,351 of other operating expenses.

Operating expenses for the three months ended July 31, 2012 were comprised primarily of $6,000 in professional fees; stock based compensation expense of $3,125; travel costs of $10,787; rent of $4,772, and $1,001 of other operating expenses.

Net loss before income taxes

Net loss before income taxes for the three months ended July 31, 2013 totaled $26,728 primarily due to consulting services costs, travel costs, stock based compensation expenses, office rent, and professional fees compared to $27,420 for the three months ended July 31, 2012 primarily due to professional fees, stock based compensation expense, office rent, and travel costs.

Assets and Liabilities

Total assets were $38,318 as of July 31, 2013 compared to $42,046 as of April 30, 2012, or a decrease of $3,728 or 8.9%, primarily the result of a decrease in prepaid assets of $4,288 offset primarily by an increase in cash of $560. Total liabilities as of July 31, 2013 were $32,670 compared to $54,710 as of April 30, 2012, or a decrease of $22,040 or 40.3%.  The decrease was the result of decreases in accounts payable of $22,040.

Stockholders’ Equity

Stockholders’ equity was $5,648 as of July 31, 2013.  The change in Stockholder’s equity consisted primarily of shares issued for cash rendered in the amount of $45,250, offset primarily by the net loss during the three month period of $26,938.

Liquidity and Capital Resources

General – Overall, we had an increase in cash flows of $560 in the three months ended July 31, 2013 resulting from cash provided by financing activities of $45,250, offset partially by cash used in operating activities of $44,690.

The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities during the periods indicated:

	Three Months Ended July 31,
	2013			2012
Cash at beginning of period	$	2,927		$	483
Net cash used in operating activities		(44,690	)		(75,866	)
Net cash used in investing activities		--			(4,535	)
Net cash provided by financing activities		45,250			81,000
Cash at end of period	$	3,487		$	1,082

Net cash used in operating activities was $44,690 for the three months ended July 31, 2013 compared to net cash used in operations for the three months ended July 31, 2012 of $75,866 primarily due to a net loss of $26,938 for the three months ended July 31, 2013, and the change in operating assets and liabilities of $17,752.  Net cash provided by financing activities was $45,250 for the three months ended July 31, 2013, compared to net cash provided by financing activities of $81,000 for the three months ended July 31, 2012. Net cash used in investing activities was $0 for the three months ended July 31, 2013, compared to net cash used in investing activities of $4,535 for the three months ended July 31, 2012.

During the three months ended July 31, 2013, we entered into separate private placement memorandums with an affiliate shareholder under which we issued him 905,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for $45,250.  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.

Our cash needs in the year ending April 30, 2014 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 2,525,334 shares for net proceeds of $212,100 in offerings conducted in fiscal years 2013 and 2012 and the first quarter 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 2014 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 are 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 three months ended July 31, 2013, we entered into a private placement memorandum with an affiliate shareholder under which we issued him 905,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for $45,250.  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, 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.

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 and The Biggest Fan.  Under the distribution agreements, Goliath will receive 30% of the gross revenues for each picture it distributes. In general, the Company's distribution contracts cover both domestic and international licensing agreements; however, for the picture The Biggest Fan, the Company obtained limited distribution rights.

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 July 31, 2013, 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.

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 (July 31, 2013), 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 July 31, 2013 that have materially affected or are reasonably likely to materially affect our internal controls.

PART II — OTHER INFORMATION

Item 1.  Legal Proceedings.

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.

Item 1A.  Risk Factors.

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 quarter ended July 31, 2013, we entered into a private placement memorandum with an affiliate shareholder under which we issued him 410,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for $20,500.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.

In May 2013, we issued 495,000 shares of restricted common stock valued at $24,750 to an affiliate shareholder in consideration for payment of our Cannes trade show costs.  The purpose of the Cannes trade show was to develop relationships among potential customers for the distribution of our films.  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 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.

Item 5.  Other Information.

None.

Item 6.  Exhibits.

31. Certification of CEO and CFO.

32. Certification pursuant to 18 U.S.C. Section 1350 of CEO and CFO

SIGNATURES

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:  September 5, 2013	By:	/s/ Lamont Roberts
		Lamont Roberts
		CEO and Director (duly authorized officer)
		/s/ John Ballard
		John Ballard Chief Financial Officer (chief financial and accounting officer)