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
Background.
The Company was incorporated in Nevada on February 16, 2010 under the name
"China Advanced Technology" as the successor by merger to Vitalcare Diabetes
Treatment Centers, Inc. ("Vitalcare"). In February and March 2010, Vitalcare
underwent a holding company reorganization under Delaware law, pursuant to which
it became a wholly-owned subsidiary of Vitalcare Holding Corporation, and
Vitalcare, together with its assets and liabilities, was sold to a
non-affiliated third party. Vitalcare Holding Corporation subsequently
reincorporated in Nevada by merger into China Advanced.
Vitalcare was in the business of administering medical clinics specializing in
diabetes treatment. It was the successor to Network Financial Services, Inc.
("Network"), which went public in an underwritten offering in 1987. Network was
engaged in mortgage origination, and changed its name to Westmark Group Holdings
("Westmark") in 1993 in connection with the acquisition of Westmark Mortgage
from Primark Corporation. Westmark ceased operations at some time in 2006, and
in 2006 ceased filing reports under the Securities Exchange Act of 1934. The
corporate entity was thereafter known as Viking Consolidated, Inc. (2006),
Tailor Aquaponics World Wide, Inc. (2007) and Diversified Acquisitions (2007)
until it entered the medical clinic business in early 2008. The Company has no
information regarding any business activities from 2006 after the mortgage
origination business closed, to early 2008.
On October 25, 2011, Goliath Film and Media International, a Nevada corporation,
entered into an Agreement and Plan of Reorganization (the "Exchange Agreement"),
pursuant to which Goliath Film and Media International was acquired by China
Advanced Technology. Prior to the acquisition, our principal operations
consisted of internet marketing, and were conducted through a wholly owned
subsidiary, Live Wise, Inc. Live Wise was disposed of on October 31, 2011 for
cancellation of debt and shares described below. At the Closing Date, there were
no assets or liabilities on China Advanced Technology's balance sheets.
The transaction closed on October 31, 2011 (the "Closing Date"). On the Closing
Date China Advanced Technology acquired Goliath Film and Media International by
issuing 47,000,000 shares of its Common Stock, constituting 70.1% of the
outstanding shares after giving effect to their issuance and the cancellation of
15,619,816 shares held by China Advanced Technology's prior control person.
Immediately following the Closing, 67,100,000 shares were issued and
outstanding. On the Closing Date, the name of China Advanced Technology was
changed to Goliath Film and Media Holdings. All share numbers herein have been
adjusted for an eight-for-1 forward stock split affected as of the Closing Date.
The forward stock split was reflected in the trading market on February 13,
2012.
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Overview.
Goliath Film and Media Holdings, through its wholly-owned subsidiaries Goliath
Film and Media International and Goliath Movie Partners 1, LLC (collectively,
"Goliath" or the "Company"), develops, produces and licenses for distribution,
domestically and internationally, quality digital content with an emphasis on
"niche" markets of the feature motion picture and television content segments of
the entertainment industry, such as, without limitation, education, faith-based,
horror and socially responsible minority content. Goliath does not intend to
engage in domestic theatrical distribution of motion pictures to any significant
extent.
In qualified cases, Goliath will develop screenplays that will be outsourced to
an independent entity for production, but will be licensed for distribution
through the Company. Also, in certain cases Goliath will produce content that is
tied to working with an established distributor that provides an advance or
minimum guarantee for the production of a project that will be licensed by the
participating distributor. Goliath plans to produce content and to distribute
domestically and internationally, through a wide distribution network which
includes major international theatrical exhibitors, and other distributors and
television networks. We plan to utilize corporate sponsorships as a means of
reducing the costs of advertising and marketing in distribution. Further, we may
augment our marketing efforts with a limited and strategically focused
advertising campaign in traditional "print" media with press releases targeted
specifically toward standard entertainment industry trade journals and
publications on an "as needed" basis as well as the inclusion of targeted
"social media" campaigns.
Goliath's revenue model includes receiving revenue from distribution fees. A
limited number of its content properties include projects developed and produced
by Goliath and those produced by an independent third party production
companies.
Production Agreements
On March 4, 2016, we signed a distribution agreement with Mar Vista
Entertainment, LLC ("Mar Vista") to distribute a feature length motion picture
currently completed. Per the agreement, we received $125,000 in advance payments
per an agreed delivery schedule for providing distribution rights on the motion
picture "Bridal Bootcamp" a romantic comedy movie produced by Goliath for
delivery to Mar Vista for distribution. Additionally, Mar Vista will receive 35%
of the gross proceeds for a period of 25 years on the motion picture. As of
October 31, 2016, the Company has received $125,000 of the advance payments.
Bridal Boot Camp was completed in October 2016 resulting in the recognition of
the advance payments as revenue of $125,000 in October 2016. Mar Vista is
distributing this film. The Company had no revenue for the three and six months
ended October 31, 2022 and 2021, respectively.
On September 18, 2015, we signed a distribution agreement with Mar Vista to
distribute a feature length motion picture currently completed. Per the
agreement, we received $125,000 in advance payments per an agreed delivery
schedule for providing distribution rights on the motion picture "Merry Exes"
retitled "Girlfriends of Christmas Past" a Christmas holiday movie produced by
Goliath and delivered to Mar Vista. for distribution. Additionally, Mar Vista
will receive 35% of the gross proceeds for a period of 25 years on the motion
picture. As of October 31, 2016, we have received $125,000 of the advance
payments. "Merry Exes" "Girlfriends of Christmas Past was completed June 6, 2016
resulting in the recognition of the advance payments as revenue of $125,000 in
June 2016. Mar Vista distributed this movie to UPTV. The Company had no revenue
for the three and six months ended October 31, 2022 and 2021, respectively.
On May 20, 2015, we signed a distribution agreement with Mar Vista to distribute
a feature length motion picture currently completed by us and being licensed by
Mar Vista. Per the agreement, we received $175,000 in advance payments per an
agreed delivery schedule for providing distribution rights on the motion picture
"Terror Birds" a science fiction movie produced by Goliath and delivered to Mar
Vista. for distribution. Additionally, Mar Vista will receive 30% of the gross
proceeds for a period of 25 years on the film. As of April 30, 2016, the Company
had received $175,000 of the advance payments. Terror Birds was completed
December 14, 2015 resulting in the recognition of the advance payments as
revenue of $175,000 in February 2016. Mar Vista is continuing to distribute this
film. The Company had no revenue for the three and six months ended October 31,
2022 and 2021, respectively.
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Questions and Answers
What is your business?
We develop, produce and distribute motion pictures and digital content. At this
time, we do not intend to engage in theatrical releases of motion pictures, due
to the high up- front costs of advertising and marketing theatrically. However,
in some specific cases the company will consider theatrical releases based upon
a "four wall", limited release delivery that will be focused on targeted niche
audiences.
What is the timeline for your activities during the next 12 months?
Over the next 90 days to one year, our efforts will be concentrated on
developing and producing content with distributors for licensing by them of at
least three projects.
What is this going to cost you?
We expect that producing the aforementioned content will cost approximately
$150,000 per project, however licensing and distribution will be handled by an
experienced distributor for a fee of anywhere from 30 - 35% and the costs of
advertising and marketing will be handled by them and charged against gross
distribution licensing proceeds.
Why are these motion pictures not being distributed already?
The motion pictures that are being produced by the Company and distributed by
Mar Vista take anywhere from six to nine months from completion of production
and delivery to obtain licensing agreements.
Generally, the main reason why good, quality motion pictures are not distributed
is that the production of a motion picture requires money and creativity, and
marketing a motion picture requires an entirely different set of skills. Many
people dream of making a movie; few aspire to distribute them. We estimate that
there are in excess of 10,000 such motion pictures "gathering dust." There also
have been and continue to be substantial tax incentives for motion picture
production in many States and international Territories, so that many producers
do not need to depend on successful marketing in order to find investors for
their projects. A secondary factor is the difficulty of finding a reputable
distributor. We think that our management has an excellent reputation in the
industry and we will be able to obtain distribution rights for content. Finally,
many distributors as well as buyers do not have an interest in niche market
films, because they see the market as limited. Goliath sees the problem to be,
rather, there is no market merely because no one has assembled a critical mass
of films for these niches. Most participants in the motion picture industry are
based in "Hollywood" and the major coastal metropolitan areas. As an example,
our "faith-based" films especially are targeted toward the "Bible Belt" and the
"Flyover Country": places that the industry has consistently overlooked.
Why are you able to identify and acquire these motion pictures and educational
videos?
After attending all the major content acquisition markets around the world over
the last three years, our Staff has developed relationships with numerous
quality filmmakers who need assistance in marketing and distributing their
product. Goliath has also developed vital relationships with many of the major
content buyers, distributors, networks and sales agents. Many of the filmmakers
have requested the Company's assistance in marketing and distributing their
product. Goliath will continue to pursue the marketing and distribution of
product that is demanded in the marketplace and desired by major aggregators,
distributors, networks and studios.
So how are you different than Amazon, Netflix, and Hulu, to name a few? How can
you compete with them? They have a lot of money and name recognition. Why
wouldn't they jump into your niches?
As a content provider we are not competing with these entities but rather are
working on providing them with quality content. As an example, NETFLIX using its
"streaming platform" has such a high demand for programming content, they are
spending in excess of $8 billion this year for the acquisition of completed
programming as well as for the development of original content by them.
Therefore, as is mentioned, part of their resources are directed toward
acquiring content and part is targeting "in-house" and joint venture productions
of quality content. This content will be targeted to their subscription base on
a domestic and international level.
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There are a number of quality content producers that work with the major
networks and content distributors, Goliath is moving toward becoming one of
these content providers. We believe there exists significant opportunities for
our company in that the demand for programming is increasing almost
exponentially. Irrespective of the platform for viewing by the
consumer/subscriber, the demand for quality content is continuing to expand. The
upward trend is ongoing, which is where we see an opportunity for Goliath to
provide product to reach many components of the overall market.
Don't cable and satellite networks already offer specialty channels like TBN
(for faith based) and BET (Black Entertainment Television (for the
African-American Community)?
As mentioned above about NETFLIX, even though these channels maybe in niche
markets they must expand the type, genre and format of the content that they are
showing in order to remain viable, therefore the opportunity to assist them by
providing quality programming is ongoing and expanding.
What other niches are you looking at entering?
We believe that there is an increasing and ongoing trend in home entertainment
in servicing niches. Many viewers have cable or satellite service with hundreds
of channels, but view only a few channels that cater to their particular
interests. The significant type of niche we are targeting are the numerous
immigrant groups in the United States. Other than Spanish speaking immigrants,
coverage is scarce.
There are many interest groups that might be interested in specialty movies or
programming. As an example, in Hawaii and Southern California, for instance,
surfing is quite popular, and there exists a huge body of surfing films which
would be of interest.
What about ancillary markets?
We plan to incorporate advertising and marketing through social media and
traditional outlets to the highest degree possible.
How do these distribution rights work?
We enter into a Distribution Agreement for each motion picture. Terms may be
perpetual or limited by years. The motion pictures that we are acquiring will
have a term of five years. We will generally obtain a fee of 20% to 30% of gross
revenues. Licensing will be flexible for usage applications on a yearly or
multi-year basis. Most markets, especially foreign territories have a tendency
to continuously renew content licensing.
How many employees do you have? Do you have an office?
We have no employees. Our administrative office is in Carson City, Nevada.
Do you have a website?
Our website is www.goliathfilmandmediainternational.com. We have a mirror site
at www.goliathfilmandmedia.com
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.
Plan of Operations
We had a net loss of $8,404 and $25,460 for the three months and six months
ended October 31, 2022, respectively, and historical losses totaling $1,174233
as of October 31, 2022. 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 digital content, as well as raising the necessary capital
to pay ongoing general and administrative expenses of the Company.
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Results of Operations
Three Ended October 31, 2022 Compared to Three Months Ended October 31, 2021
Film Production Revenue
For the three months ended October 31, 2022 and 2021, and we had no revenues.
Cost of Sales
During the three months ended October 31, 2022 and 2021, we had no cost of
sales.
Operating expenses
Operating expenses increased by $285, or 3.5%, to $8,404 in the three months
ended October 31, 2022 from $8,119 in the three months ended October 31, 2021
primarily due to an increase in rent of $796, offset primarily by the decrease
in professional fees of $515.
Operating expenses for the three months ended October 31, 2022 were comprised
primarily of professional fees of $4,513, consulting costs of $3,000, rent of
$796, and $95 of other operating expenses.
Operating expenses for the three months ended October 31, 2021 were comprised
primarily of professional fees of $5,028, consulting costs of $3,000, and $91 of
other operating expenses.
Net loss before income taxes
Net loss before income taxes for the three months ended October 31, 2022
totaling $8,404 is primarily due to professional fees, consulting services,
rent, and other operating expenses compared to a net loss for the three months
ended October 31, 2021 totaling $8,119 is primarily due to professional fees,
consulting services, and other operating expenses.
Assets and Liabilities
Total assets were $445 as of October 31, 2022 compared to $497 as of April 30,
2022, or a decrease of $52, primarily the result of a decrease in cash. Total
liabilities were $202,680 as of October 31, 2022 compared to $177,272 as of
April 30, 2022, or an increase of $25,408, primarily the result of an increase
in accounts payable - related party of $28,075, offset partially by accounts
payable and accrued expenses of $2,667.
Six Months Ended October 31, 2020 Compared to Six Months Ended October 31, 2019
Film Production Revenue
For the six months ended October 31, 2022 and 2021, we had no revenues.
Cost of Sales
For the six months ended October 31, 2020 and 2019, we had no cost of sales.
Operating expenses
Operating expenses increased by $3,786, or 17.5%, to $25,460 in the six months
ended October 31, 2022 from $21,674 in the six months ended October 31, 2021
primarily due to an increase in professional fees of $6,126, offset primarily by
a decrease in consulting services of $3,000.
Operating expenses for the six months ended October 31, 2022 were comprised
primarily of professional fees of $21,070, office rent of $1,194, consulting
services of $3,000, and $196 of other operating expenses.
Operating expenses for the six months ended October 31, 2021 were comprised
primarily of professional fees of $14,944, office rent of $1,194, and consulting
services of $6,000.
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Net loss before income taxes
Net loss before income taxes for the six months ended October 31, 2022 totaling
$25,460 is primarily due to consulting services costs, professional fees, and
rent compared to net loss for the six months ended October 31, 2021 totaling
$21,674 primarily due to professional fees, consulting services, and rent.
Liquidity and Capital Resources
General - Overall, we had a decrease in cash of $52 in the six months ended
October 31, 2022 resulting from cash used in operating activities of $4,302.
The following is a summary of our cash flows provided by (used in) operating,
investing, and financing activities during the periods indicated:
Six Months Ended October 31,
2022 2021
Cash at beginning of period $ 198 $ 14,534
Net cash used in operating activities (4,302 ) (17,747 )
Net cash used in investing activities - -
Net cash provided by financing activities 4,250 4,000
Cash at end of period $ 146 $ 787
Net cash used in operating activities was $4,302 for the six months ended
October 31, 2022 compared to net cash used in operations for the six months
ended October 31, 2021 of $17,747. Cash used in operations for the six months
ended October 31, 2022 consisted of a net loss of $25,460 and the change in
accounts payable and accrued expenses of $2,667, offset partially by expenses
paid on behalf of Company - related party of $23,825. Cash used in operations
for the six months ended October 31, 2021 consisted of a net loss of $21,674,
the change in accounts payable and accrued expenses of $1,352, and the expenses
paid on behalf of Company - related party of $5,575, and a decrease in accounts
payable - related party of $3,000.
Net cash provided by investing activities was $0 for the six months ended
October 31, 2022 and October 31, 2021.
Net cash provided by financing activities was $4,250 for the six months ended
October 31, 2022 consisting of advances from a related party. Net cash provided
by financing activities was $4,000 for the six months ended October 31, 2021
consisting of advances from a related party.
Our cash needs for the year ending April 30, 2023 are estimated to be $35,000
based on the assumption that we will need general and administrative expenses
for the costs related to being public, and miscellaneous office expenses. We
sold no shares during the three and six months ended October 31, 2022 and 2021.
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 2021 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.
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Equity Financing
During the three and six months ended October 31, 2022 and October 31, 2021, the
Company did not enter into any private placement memorandums.
During the three and six months ended October 31, 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 $12,735 and $8,485 included under accounts payable - related party in the
accompanying Balance Sheets at October 31, 2022 and April 30, 2022,
respectively. The Company received advances of $400 (from C&R Films, C&R Films
is controlled by Lamont Roberts, CEO and acting CFO of the Company) and $4,250
($500 from C&R Films and $3,750 from Mike Criscione, Director on the Company's
Board of Directors), respectively, and no repayments for the three and six
months ended October 31, 2022, respectively. The Company received advances of $0
and $4,000 (from Mike Criscione), respectively, and no repayments for the three
and six months ended October 31, 2021, respectively.
Other
During the three and six months ended October 31, 2022 and 2021, the Company
made no payments to Lamont Roberts, CEO and acting CFO of the Company, and Mr.
Roberts incurred no expenses on behalf of the Company. The Company has a balance
owed to Mr. Roberts of $250 at October 31, 2022.
During the three and six months ended October 31, 2022 and 2021, the Company
made no payments to C&R Films for film production costs and reimbursement of
various expenses. C&R Films paid expenses totaling $199 and $597, and $0 and $0
in the three and six months ended October 31, 2022 and 2021, respectively, in
operating expenses including rent, filing expenses, and accounting costs on
behalf of the Company. The Company received advances of $400 and $500, and $0
and $0 and had no repayments during the three and six months ended October 31,
2022 and 2021, respectively. C&R Films is controlled by Lamont Roberts, CEO and
acting CFO of the Company. The Company has a balance owed to C&R Films of
$39,423 at October 31, 2022.
During the three and six months ended October 31, 2022 and 2021, the Company
made no payments to Dos Cabezas for film production costs and reimbursement of
various expenses. Dos Cabezas paid expenses totaling $0 and $0, and $0 and $0 in
the three and six months ended October 31, 2022 and 2021, respectively, in
operating expenses including accounting costs on behalf of the Company. Dos
Cabezas is controlled by Lamont Roberts, CEO and acting CFO of the Company. The
Company has a balance owed to Dos Cabezas of $14,394 at October 31, 2022.
During the three and six months ended October 31, 2022 and 2021, Kevin Frawley,
an affiliate, paid expenses totaling $0 and $2,228, and $0 and $0, respectively,
in operating expenses, including audit fees, on behalf of the Company. The
Company has a balance owed to Mr. Frawley of $23,468 at October 31, 2022.
During the three months ended July 31, 2022 and 2021, the Company made no
payments to Mike Criscione, Director, for reimbursement of various expenses.
During the three and six months ended October 31, 2022 and 2021, Mr. Criscione
paid expenses totaling $6,000 and $24,750, and $5,575 and $9,575, respectively,
in operating expenses, including audit fees, on behalf of the Company. The
Company received advances of $3,750 and $0 and had no repayments during the
three months ended July 31, 2022 and 2021, respectively. The Company has a
balance owed to Mr. Criscione of $56,650 at July 31, 2022.
Motion Picture Residual Payments
The Company is obligated to pay motion picture residual payments of 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. During the three and six months ended October 31, 2022, the
Company made payments totaling $0 and $3,750 and has a balance owed of $52,222
as of October 31, 2022 which is included in accounts payable and accrued
expenses.
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Contractual Obligations and Off-Balance Sheet Arrangements
We do not have any contractual obligations or off balance sheet arrangements.
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GOLIATH FILM AND MEDIA HOLDINGS 
