GOLIATH FILM AND MEDIA HOLDINGS Disclaimer Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "believes," "management believes" and similar language. Except for the historical information contained herein, the matters discussed in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this report are forward-looking statements that involve risks and uncertainties. The factors listed in the section captioned "Risk Factors," as well as any cautionary language in this report; provide examples of risks, uncertainties and events that may cause our actual results to differ materially from those projected. Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this Form 10-K.
COVID-19 Global Pandemic
The impacts associated with the ongoing COVID-19 global pandemic and measures to prevent its spread, and the resulting economic uncertainty, continue to affect our business in a number of ways. It will cause delays in production of film and television content of our potential films when production begins, both domestically and internationally and if production is resumed it may be paused again, there would be the impact of incremental costs required to adhere to health and safety protocols and or if and when certain of our content will be released. The full extent of impacts related to the COVID-19 global pandemic on our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict.
We expect that the ultimate impact of these disruptions, including the extent of any adverse impact on our business, results of operations and financial condition, will depend on, among other things, the duration and spread of the pandemic.
Critical Accounting Policies and Estimates
The
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The following are deemed to be the most significant accounting policies affecting the Company.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company balances and transactions are eliminated on consolidation.
Basis of Presentation
The preparation of financial statements in conformity with accounting principles
generally accepted in
Use of Estimates
The preparation of financial statements in accounting principles generally
accepted in
Actual results could differ from those estimates. The Company's financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
Revenue Recognition
On
The Company generates all of its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. The Company determines revenue recognition through the following steps:
1. Identification of the contract, or contracts, with a customer.
2. Identification of the performance obligations in the contract.
3. Determination of the transaction price.
4. Allocation of the transaction price to the performance obligations in the
contract
5. Recognition of revenue when, or as, we satisfy a performance obligation.
At contract inception, the Company assesses the services promised in our contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company allocates the entire transaction price to a single performance obligation.
The Company provides for an allowance for doubtful accounts based on history and experience considering economic and industry trends. The Company does not have any off-Balance Sheet exposure related to its customers.
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The Company recognizes revenue when the distributor confirms to the Company that the film has been delivered to the distributor with all technical and document deliveries received, waived or deferred and the film has been entered into the distributor's rights system.
The Company evaluates whether it is appropriate to record the gross amount of
product sales and related costs or the net amount earned as commissions.
Generally, when the Company is primarily obligated in a transaction, are subject
to inventory risk, have latitude in establishing prices and selecting suppliers,
or have several but not all of these indicators, revenue is recorded at the
gross sale price. The Company generally records the net amounts as commissions
earned if we are not primarily obligated and do not have latitude in
establishing prices. The Company recognizes revenue from the distribution of its
films on a net revenue basis as
For the fiscal years ended
Accounts Receivable
Accounts receivable, if any are carried at the expected net realizable value. The allowance for doubtful accounts, when determined, will be based on management's assessment of the collectability of specific customer accounts and the aging of the accounts receivable. If there were a deterioration of a major customer's creditworthiness, or actual defaults were higher than historical experience, our estimates of the recoverability of the amounts due to us could be overstated, which could have a negative impact on operations.
The Company currently does not have any accounts receivable. The above accounting policies will be adopted upon the Company carrying accounts receivable.
Films and Television Costs
The Company capitalizes production costs for films produced in accordance with ASC 926-20, "Entertainment-Films - Other Assets - Film Costs". Accordingly, production costs are capitalized at actual cost and then charged against revenue quarterly as a cost of production based on the relative fair value of the film(s) delivered and recognized as revenue. The Company evaluates its capitalized production costs annually and limits recorded amounts by its ability to recover such costs through expected future sales.
Income Taxes
We account for income taxes under the
Stock Compensation
In accordance with ASC No. 718, Compensation - Stock Compensation ("ASC 718"), we measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. We apply this statement prospectively. Equity instruments ("instruments") issued to other than employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC No. 505, Equity Based Payments to Non-Employees ("ASC 505") defines the measurement date and recognition period for such instruments. In general, the measurement date is (a) when a performance commitment, as defined, is reached or (b) when the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in ASC 505.
Fair Value of Financial Instruments
We follow the provisions of ASC 820. This Topic defines fair value, establishes a measurement framework and expands disclosures about fair value measurements.
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We use fair value measurements for determining the valuation of derivative financial instruments payable in shares of its common stock. This primarily involves option pricing models that incorporate certain assumptions and projections to determine fair value. These require management's judgment.
Fair Value Measurements
FASB ASC Topic 825, Financial Instruments, requires disclosures about fair value of financial instruments in quarterly reports as well as in annual reports. For the Company, this statement applies to certain investments and long-term debt. Also, the FASB ASC Topic 820, Fair Value Measurements and Disclosures, clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements.
Various inputs are considered when determining the value of the Company's investments and long-term debt. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. These inputs are summarized in the three broad levels listed below.
? Level 1 - observable market inputs that are unadjusted quoted prices for
identical assets or liabilities in active markets.
? Level 2 - other significant observable inputs (including quoted prices for
similar securities, interest rates, credit risk, etc.).
? Level 3 - significant unobservable inputs (including the Company's own
assumptions in determining the fair value of investments).
The Company's adoption of FASB ASC Topic 825 did not have a material impact on the Company's consolidated financial statements.
The carrying value of financial assets and liabilities recorded at fair value is
measured on a recurring or nonrecurring basis. Financial assets and liabilities
measured on a non-recurring basis are those that are adjusted to fair value when
a significant event occurs. The Company had no financial assets or liabilities
carried and measured on a nonrecurring basis during the reporting periods.
Financial assets and liabilities measured on a recurring basis are those that
are adjusted to fair value each time a financial statement is prepared. The
Company had no financial assets and/or liabilities carried at fair value on a
recurring basis at
The availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the market and may require management judgment.
Basic and diluted earnings per share
Diluted earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject to redemption) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
The total number of potential additional dilutive securities outstanding for the
years ended
Concentrations, Risks, and Uncertainties
The Company did not have a concentration of business with suppliers constituting
greater than 10% of the Company's expenses during 2022 or 2021. In fiscal years
2022 and 2021, all of its revenues were from
Recent Accounting Pronouncements
We have evaluated new accounting pronouncements that have been issued and are not yet effective for us and determined that there are no such pronouncements expected to have an impact on our future financial statements.
11 Plan of Operations
The Company had a net loss of
Results of Operations
Fiscal Year Ended
Revenue
For the year ended
Cost of Sales
For the fiscal years ended
Operating expenses
Operating expenses increased by
Operating expenses for the year ended
Operating expenses for the year ended
Income (loss) before income taxes
Net loss before income taxes for the year ended
Assets and Liabilities
Total assets were
Liquidity and Capital Resources
General - Overall, we had a decrease in cash flows of
The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities during the periods indicated:
Year Ended April 30,
2022 2021
Cash at beginning of period $ 14,534 $ 155 Net cash provided by (used in) operating activities (22,821 ) 14,379 Net cash used in investing activities
- -
Net cash provided by financing activities 8,485 -Cash at end of period$ 198 $ 14,534 12
Net cash used in operations was
Net cash provided by operations was
Net cash used in investing activities was
Net cash provided by financing activities was
Our cash needs in the year ended
Information included in this report includes forward looking statements, which can be identified by the use of forward-looking terminology such as may, expect, anticipate, believe, estimate, or continue, or the negative thereof or other variations thereon or comparable terminology. The statements in "Risk Factors" and other statements and disclaimers in this report constitute cautionary statements identifying important factors, including risks and uncertainties, relating to the forward-looking statements that could cause actual results to differ materially from those reflected in the forward-looking statements.
Equity Financing
During the years ended
During fiscal years 2022 and 2021, the Company has not issued a total of 38,153,269 common shares (6,000,000 common shares due to a third party and 32,153,269 common shares due to related party affiliates). These shares are reflected in the above disclosures.
Advances from related party
The Company borrows funds from the Company's affiliates for working capital
purposes from time to time. The Company has recorded the principal balance due
of
Other
During the years ended
During the years ended
During the years ended
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During the years ended
During the years ended
Motion Picture Residual Payments
The Company is obligated to pay motion picture residual payments of
approximately 3.6% of gross licensing revenues collected by Mar Vista for
residual earnings to the pension and health benefit plans on behalf of the
actors that performed in the motion pictures. In the fiscal year ended
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Inflation
Management believes that inflation has not had a material effect on the Company's results of operations.
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