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OFFON

GOLIATH FILM AND MEDIA HOLDINGS

(GFMH)
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Goliath Film and Media : & MEDIA HOLDINGS Management's Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)

03/15/2021 | 10:32am EST

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.




Distribution Rights



The Company has the following distribution rights, with previous distribution contracts expiring. The Company is focusing on its production side of its business at the present time with the exception of the following films listed below:

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. No revenue has been recognized to date.



Production Agreements


On January 21, 2018 Goliath entered into seven separate Representation Agreements with different parties but identical terms accounting for thirty-five intellectual property being represented. The properties include the following:

Mother of Justice (Drama- Strong Female Lead), ERT (Emergency Rescue Team) (Drama - Strong Female Lead), Waiting for the Guy (Original Sit Com), The Alicia Alonso Story (Movie - Strong Female Latin Lead), Timmy Travels Thru Time (Kids Entertaining and Educational), Keeping Score (A Women's Guide to Men's Sports), Sports The Ugly Dog (Animated), Hour Glass Bride (Reality TV), Ready to Look Younger (Reality TV). Beverly Hills Country Club (Soap Opera - Web Series), Lessons in Love (Feature - Romantic Comedy) Property 12, Last Moment in Time (Drama), The House of Temptation - (Thriller), Across the Hands of Time-(Special), Across the Hands of Time - (Special-BLK Network), Lafayette (In Development) - (Historical. Horse Haven (Special), Rescue Horses - California Fires, Shock Incarceration - Documentary - Complete, Changing Lives - Changing History - Changing Time - (BLK NW), Southern Christmas - Holiday Movie Transformational Programs: Mind Dive - Meditations for Peace (Michel Pascal), Quiet Callings-Daily Mediations (Fred Johnson), Super Camp-Quantum Learning (Bobbi and Joe De Porter) Pilates for Kids, Pilates for Everybody. Keeping Score-A Parent's Guide to Kid's Sports Temporary Insanity, Five Finger Fold, Underdeveloped, Ford Escort, Death Visit, Till There Was You and Catching Dreams.

The purpose of all seven Representation Agreements is for the purpose of obtaining domestic and foreign licensing on an exclusive basis for the intellectual properties in all media outlets. In all of the Representation Agreements Goliath will receive 10% of gross proceeds on licensing in all domestic and foreign territories and 10% equity/ownership in the intellectual as part of its compensation. Additionally, Goliath will be given two separate credits as Executive Producer in all intellectual property(s) that are licensed through Goliath's efforts. Further included would be an "In Association With" credit for Goliath. The terms of the Agreements were 12 months ending on January 21, 2019.



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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.

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 July 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.

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.

On April 15, 2015 Goliath signed an agreement whereby the Company agreed to invest $15,000 to KKO Productions to produce a feature length motion picture known as "Forgiven". Per the agreement Goliath will receive 15% of adjusted gross proceeds after its initial investment has been entirely recouped through adjusted gross proceeds. Additionally, the Company received two on screen credits as Executive Producer as well as receiving credit on all advertising, publicity and packaging of the motion picture. The Company recorded an impairment of film production costs of $15,000 for the fiscal year ended April 30, 2018.




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.



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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.

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.



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What about ancillary markets?

We plan to incorporate advertising and marketing through social media and traditional outlets to the highest degree possible.

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, Days of Redemption, On Borrowed Time, Tumbleweed, Virus X, Farewell, Buddies, and The Pit. Under the distribution agreements Goliath will receive 30% of the gross revenues for each of the pictures we distribute. In general, our distribution contracts cover both domestic and international licensing agreements; however, for the picture The Biggest Fan we obtained limited distribution rights.

How do these distribution rights work?

We enter into a Distribution Agreement for each motion picture. Terms may be perpetual or limited by years. The 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 net income of $33,660 and $10,546 and a net loss of $19 and $14,720 for the three months and nine months ended January 31, 2021 and 2020, respectively, and historical losses totaling $1,044,875 as of January 31, 2021. 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.



Results of Operations


Three Months Ended January 31, 2021 Compared to Three Months Ended January 31, 2020




Film Production Revenue



For the three months ended January 31, 2021 and 2020, we had revenues of $38,366 and $3,361, respectively. The increase is due to distribution fees paid to us by Mar Vista related to the motion pictures "Merry Exes" and "Bridal Bootcamp" in the three months ended January 31, 2021 and "Girlfriends of Christmas Past" in the three months ended January 31, 2020.



Cost of Sales


During the three months ended January 31, 2021 and 2020, we had no cost of sales.




Operating Expenses



Operating expenses increased by $1,326, or 39.2%, to $4,706 in the three months ended January 31, 2021 from $3,380 in the three months ended January 31, 2020 primarily due to increases in professional fees of $999, and rent of $398.



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Operating expenses for the three months ended January 31, 2021 were comprised primarily of professional fees of $4,089, office rent of $597, and $20 of other operating expenses.

Operating expenses for the three months ended January 31, 2020 were comprised primarily of professional fees of $3,090, office rent of $199, and $91 of other operating expenses.

Net income (loss) before income taxes

Net income before income taxes for the three months ended January 31, 2021 totaling $33,660 is primarily due to revenue of $38,366 offset by consulting services, rent, and other operating expenses compared to a net loss for the three months ended January 31, 2020 totaling $19 primarily due to revenue of $3,361 offset by professional fees, and other operating expenses.



Assets and Liabilities


Total assets were $38,747 as of January 31, 2021 compared to $454 as of April 30, 2020, or an increase of $38,293, primarily the result of an increase in cash of $38,293. Total liabilities were $111,624 as of January 31, 2021 compared to $83,877 as of April 30, 2020, or an increase of $27,747, primarily the result of an increase in accounts payable - related party of $29,560, offset partially by a decrease in accounts payable and accrued expenses of $1,813.

Nine Months Ended January 31, 2021 Compared to Nine Months Ended January 31, 2020




Film Production Revenue



For the nine months ended January 31, 2021 and 2020, we had revenues of $38,366 and $13,954, respectively. The increase is due to distribution fees paid to us by Mar Vista related to the motion pictures "Merry Exes" and "Bridal Bootcamp" in the three months ended January 31, 2021 and "Girlfriends of Christmas Past" in the three months ended January 31, 2020.



Cost of Sales


For the nine months ended January 31, 2021 and 2020, we had no cost of sales.



Operating expenses


Operating expenses decreased by $854, or 3.0%, to $27,820 in the nine months ended January 31, 2021 from $28,674 in the nine months ended January 31, 2020 primarily due to decreases in professional fees.

Operating expenses for the nine months ended January 31, 2021 were comprised primarily of professional fees of $25,955, rent of $1,791, and $74 of other operating expenses.

Operating expenses for the nine months ended January 31, 2020 were comprised primarily of professional fees of $26,604, rent of $1,393, and $677 of other operating expenses.

Net income (loss) before income taxes

Net income before income taxes for the nine months ended January 31, 2021 totaling $10,546 is primarily due to revenue of $38,366 offset by consulting services costs, professional fees, and rent compared to net loss for the nine months ended January 31, 2019 totaling $14,720 primarily due to revenue of $13,954 offset by professional fees, rent, and other operating expenses.

Liquidity and Capital Resources

General - Overall, we had an increase in cash flows of $38,917 in the three months ended January 31, 2021 resulting from cash provided by operating activities of $38,293 and none from operating and financing activities.

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



                                                  Nine Months Ended January 31,
                                                      2021                  2020

    Cash at beginning of period                 $             155         $    822
    Net cash used in operating activities                  38,293             (624 )
    Net cash used in investing activities                       -                -
    Net cash provided by financing activities                   -                -
    Cash at end of period                       $          38,488         $    198




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Net cash provided by operating activities was $38,293 for the nine months ended January 31, 2021 compared to net cash used in operations for the nine months ended January 31, 2020 of $624. Cash used in operations for the nine months ended January 31, 2021 consisted of a net profit of $10,546 and expenses paid on behalf of Company - related party of $25,556, and a change in accounts payable and accrued expenses of $2,191.

Net cash provided by investing activities was $0 for the nine months ended January 31, 2021 and 2020.

Net cash provided by financing activities was $0 for the nine months ended January 31, 2021 and 2020.

Our cash needs for the year ending 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 during the three and nine months ended January 31, 2021 and 2020. 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 2020 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.



Equity Financing


During the three and nine months ended January 31, 2021 and 2020, the Company did not enter into any private placement memorandums.

The Company has not issued an aggregate of 38,153,269 common shares to three shareholders (a total of 32,153,269 to related parties and 6,000,000 to a third party). 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 three and nine months ended January 31, 2021 and 2020, the Company made no payments to C&R Films for film production costs and reimbursement of various expenses. C&R paid expenses totaling $597 and $12,591 and $0 and $1,422 in the three and nine months ended January 31, 2021 and 2020, 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 $48,096 at January 31, 2021.

During the three and nine months ended January 31, 2021 and 2020, the Company made no payments to Dos Cabezas for film production costs and reimbursement of various expenses. Dos Cabezas paid expenses totaling $0 and $7,394 and $0 and $7,000 in the three and nine months ended January 31, 2021 and 2020, 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 January 31, 2021.



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During the three and nine months ended January 31, 2021 and 2020, Kevin Frawley, an affiliate, paid expenses totaling $0 and $0 and $0 and $5,000, 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 January 31, 2021.

During the three and nine months ended January 31, 2021 and 2020, the Company made no payments to Mike Criscione, Director, for reimbursement of various expenses. During the three and nine months ended January 31, 2021 and 2020, Mr. Criscione paid expenses totaling $2,575 and $9,575 and $3,090 and $6,180, respectively, in operating expenses, including audit fees, on behalf of the Company. The Company has a balance owed to Mr. Criscione of $18,330 at January 31, 2021.

Contractual Obligations and Off-Balance Sheet Arrangements

We do not have any contractual obligations or off balance sheet arrangements.

© Edgar Online, source Glimpses

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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 2,68 M 2,68 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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