GOLIATH FILM AND MEDIA HOLDINGS

(GFMH)
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03/15GOLIATH FILM & MEDIA HOLDINGS Management's Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)
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2021GOLIATH FILM & MEDIA HOLDINGS Management's Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)
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Goliath Film and Media : & MEDIA HOLDINGS MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (form 10-K)

08/13/2020 | 04:45pm EDT

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.

Critical Accounting Policies and Estimates

The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the Company's financial condition and results of operations and which require the Company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies that are significant to understanding our results. For additional information, see Note 1 - Summary of Significant Accounting Policies.

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 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. The more significant estimates and assumptions by management include among others: Estimated revenue of films. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.



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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 January 1, 2018, the Company adopted Accounting Standards Codification ASC 606 ("ASC 606"), Revenue from Contracts with Customers, using the modified retrospective approach for all contracts not completed as of the date of adoption. Results for the reporting periods beginning on January 1, 2018 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported in accordance with accounting under ASC 605, Revenue Recognition. As a result of adopting ASC 606, amounts reported under ASC 606 were not materially different from amounts that would have been reported under the previous revenue guidance of ASC 605, as such, no cumulative adjustment to retained earnings.

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 identify 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 account based history and experience considering economic and industry trends. The Company does not have any off-Balance Sheet exposure related to its customers.

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 will evaluate whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions when revenues are achieved. 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 records all revenue transactions at the gross sale price.

For the fiscal years ended April 30, 2020 and 2019, the Company had $13,954 and $13,660, respectively, of recorded revenue.



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.



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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 Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") No. 740, Income Taxes ("ASC 740"). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.



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 the 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.

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).




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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 April 30, 2020 and 2019. Assets and liabilities approximate fair value due to their short term nature.

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 April 30, 2020, the Company had less than $1,000 in assets.

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 April 30, 2020 and 2019 was none since the Company had net losses and any additional potential common shares would have an anti-dilutive effect.

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 2020 or 2019. In fiscal years 2020 and 2019 all of its revenues were from Mar Vista Entertainment LLC.

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


The Company had net losses of $30,671 and $26,085 for the years ended April 30, 2020 and 2019, respectively, and historical losses totaling $1,055,421. 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 digital content, as well as raising the necessary capital to pay ongoing general and administrative expenses of the Company.



Results of Operations


Fiscal Year Ended April 30, 2020 Compared to Fiscal Year Ended April 30, 2019



Revenue


For the year ended April 30, 2020 we had revenues of $13,954 compared to $13,660 for the year ended April 30, 2019. Revenues were due to distribution fees paid to us by Mar Vista related to the motion picture "Girlfriends of Christmas Past".




Cost of Sales



For the fiscal years ended April 30, 2020 and 2019, we had no cost of sales.



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Operating expenses


Operating expenses increased by $4,880, or 12.3%, to $44,625 in the year ended April 30, 2020 from $39,745 in the year ended April 30, 2019 primarily due to increases in professional fees, consulting costs and rent.

Operating expenses for the year ended April 30, 2020 were comprised primarily of travel costs of $272, office rent of $2,388, professional fees of $33,517, consulting costs of $8,000, and $448 of other general and administration costs.

Operating expenses for the year ended April 30, 2019 were comprised primarily of office rent of $1,393, professional fees of $31,190, consulting costs of $6,500, and $612 of other general and administration costs.



Loss before income taxes


Net loss before income taxes for the year ended April 30, 2020 totaling $30,671 is primarily due to revenue of $13,954 offset partially by consulting services costs, professional fees, and rent compared to net loss for the year ended April 30, 2019 totaling $26,085 primarily due to consulting services costs, professional fees, travel costs, rent, and other operating expenses.



Assets and Liabilities


Total assets were $454 as of April 30, 2020 compared to $1,121 as of April 30, 2019, or a decrease of $667, is primarily the result of cash of $155. Total liabilities as of April 30, 2020 were $83,877 compared to $53,873 as of April 30, 2019, or an increase of $30,004. The increase was primarily the result of an increase in accounts payable - related party of $32,487 offset partially by a decrease in accounts payable of $2,483.

Liquidity and Capital Resources

General - Overall, we had a decrease in cash flows of $667 in the year ended April 30, 2020 resulting from cash used in operations of $667.

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,
                                                           2020             2019

  Cash at beginning of period                           $       822       $     494
  Net cash provided by (used in) operating activities          (667 )           328
  Net cash used in investing activities                           -               -
  Net cash provided by financing activities                       -               -
  Cash at end of period                                 $       155       $     822



Net cash used in operations was $667 for the year ended April 30, 2020 compared to net cash provided by operations for the year ended April 30, 2019 of $328 primarily due to net loss of $30,671 for the year ended April 30, 2020, $32,487 in expenses that were paid by others on behalf of the Company and the change in accounts payable of $2,483.

Net cash provided by operations was $328 for the year ended April 30, 2019 was primarily due to net loss of $26,085 for the year ended April 30, 2019, $27,688 in expenses that were paid by others on behalf of the Company, changes in accounts payable - related party of $5,075, and the change in accounts payable of $3,800.

Net cash used in investing activities was $0 and $0 for the years ended April 30, 2020 and 2019, respectively.

Net cash used in financing activities was $0 and $0 for the years ended April 30, 2020 and 2019, respectively.

Our cash needs in the year ended April 30, 2021 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 no shares in fiscal years 2020 and 2019. 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


In fiscal year 2019, we agreed to issue a total of 309,000 restricted common shares to Kevin Frawley, affiliate, in accordance with Rule 144, in exchange for expenses paid on behalf of the Company for $3,090. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.

During fiscal years 2020 and 2019, the Company has not issued 38,153,269 common shares to a related party affiliate. These shares are reflected in the above disclosures.




Fee Agreement



In January 2019, the Company entered into an agreement with a third party whereby the Company would pay a 10% fee of any gross revenues as a result of any licensing agreements brought to the Company.



Other


During the years ended April 30, 2020 and 2019, the Company made payments of $0 and $5,075, respectively, to C&R Films for film production costs and reimbursement of various expenses. C&R paid expenses totaling $6,217 and $22,003 in the years ended April 30, 2020 and 2019, respectively, in operating expenses including rent, filing expenses, and accounting costs on behalf of the Company. 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 $35,505 at April 30, 2020.

During the years ended April 30, 2020 and 2019, the Company made no payments to Dos Cabezas for film production costs and reimbursement of various expenses. Dos Cabezas paid expenses totaling $7,000 and $0 in the years ended April 30, 2020 and 2019, 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 $7,000 at April 30, 2020.

During the years ended April 30, 2020 and 2019, Kevin Frawley, an affiliate, paid expenses totaling $13,090 and $3,090, respectively, in operating expenses, including audit fees, on behalf of the Company. The Company has a balance owed to Mr. Frawley of $16,090 at April 30, 2020.

During the years ended April 30, 2020 and 2019, the Company made no payments to Mike Criscione, Director, for reimbursement of various expenses. During the years ended April 30, 2020 and 2019, Mr. Criscione paid expenses totaling $6,180 and $2,575, respectively, in operating expenses, including audit fees, on behalf of the Company. The Company has a balance owed to Mr. Criscione of $8,755 at April 30, 2020.

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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Financials (USD)
Sales 2021 0,04 M - -
Net income 2021 0,00 M - -
Net cash 2021 0,01 M - -
P/E ratio 2021 1 313x
Yield 2021 -
Capitalization 1,16 M 1,16 M -
EV / Sales 2020 30,3x
EV / Sales 2021 75,7x
Nbr of Employees 3
Free-Float 8,02%
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Managers and Directors
Lamont Roberts President, CEO, CFO & Director
Michael Criscione Director
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