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EX-32 - EXHIBIT 32 - Goliath Film & Media Holdingsexhibit32lr.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 10-Q


x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934


For the quarterly period ended October 31, 2012


oTRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from                   to                 

Commission File Number 000-18945


GOLIATH FILM AND MEDIA HOLDINGS

 (Exact name of registrant as specified in its charter)


Nevada

84-1055077

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)


640 S. San Vicente Blvd., Fifth floor, Los Angeles, California

90048

(Address of principal executive offices)

(Zip Code)

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


Indicate by check mark whether registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x   Yes  o  No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   xYes o No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one):


Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer (Do not check if smaller reporting company)

o

Smaller reporting company

x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes o No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

There were 90,348,667 shares of common stock issued and outstanding as of November 30, 2012. 







GOLIATH FILM AND MEDIA HOLDINGS





 

PART  I – FINANCIAL INFORMATION

Page(s)

 

Item 1.  Financial Statements

 

 

 

Unaudited Condensed Consolidated Balance Sheets as of October 31, 2012

4

 

 

 

Unaudited Condensed Consolidated Statements of Operations for the three month periods ended October 31, 2012 and 2011

5

 

 

 

Unaudited Consolidated Statements of Cash Flows for the three and six month periods ended October 31, 2012 and 2011

6

 

 

 

Notes to the Unaudited Condensed Consolidated Financial Statements

7


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

 


Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Item 4.  Controls and Procedures


PART II – OTHER INFORMATION


Item 1.

     Legal Proceedings


Item 1A.    Risk Factors


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


Item 3.        Defaults Upon Senior Securities


Item 4.        Mine Safety Disclosures


Item 5.        Other Information


Item 6.

     Exhibits


Signatures




2


PART I – FINANCIAL INFORMATION


Item 1.  Financial Statements.


The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.


In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.


The results for the periods ended October 31, 2012 are not necessarily indicative of the results of operations for the full year.



3


GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Enterprise)

CONSOLIDATED BALANCE SHEETS



 

 

 

 

 

 

October 31, 2012

 

April 30, 2012

 

 

 

 

 

 

(unaudited)

 

(audited)

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

131

$

483

 

Prepaid assets

 

 

32,872

 

19,266

Total current assets

 

 

 

 

33,003

 

19,749

 

 

 

 

 

 

 

 

 

Long-term assets

 

 

 

 

 

 

Investment in documentary

 

 

 

7,085

 

2,550

Total long-term assets

 

 

 

7,085

 

2,550

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

$

40,088

$

22,299

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

 

$

27,066

$

22,610

 

Accounts payable - related party

 

 

--

 

36,000

 

Accrued interest - related party

 

 

--

 

570

Total current liabilities

 

 

 

27,066

 

59,180

 

 

 

 

 

 

 

 

 

 

Long term note payable - related party

 

 

--

 

7,250

Total long term liabilities

 

 

 

--

 

7,250

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

27,066

 

66,430

 

 

 

 

 

 

 

 

 

Stockholders' Equity (Deficit)

 

 

 

 

 

 

 

Preferred stock, $.001 par value, 1,000,000

 

 

 

 

 

  shares authorized; no shares issued and outstanding

 

 

 

 

 

  at October 31, 2012 and April 30, 2012

 

 

--

 

--

 

 

 

 

 

 

 

 

 

 

Common stock, $.001 par value, 149,000,000 shares

 

 

 

 

 

   authorized; 90,188,667 and 67,343,334 shares

 

 

 

 

 

   issued and outstanding, at October 31, 2012 April 30, 2012

 

90,189

 

67,343

 

Additional paid in capital

 

 

116,161

 

35,657

 

Deficit accumulated during the development stage

 

(193,328)

 

(147,131)

Total stockholders' equity (deficit)

 

 

13,022

 

(44,131)

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity (deficit)

$

40,088

$

22,299


See accompanying notes to unaudited condensed consolidated financial statements.





4


GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Enterprise)

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Period

 

 

 

 

 

For the Six Months Ended

 

For the Three Months Ended

 

May 1, 2008

 

 

 

 

 

October 31,

 

October 31,

 

(inception) to

 

 

 

 

 

2012

 

2011

 

2012

 

2011

 

October 31, 2012

Revenue

 

 

$

--

$

--

$

--

$

--

$

--

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

 

 

--

 

--

 

--

 

--

 

1,125

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

 

--

 

--

 

--

 

--

 

(1,125)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

--

 

107,054

 

--

 

6,600

 

72,499

 

Rent

 

 

11,923

 

1,221

 

7,151

 

1,221

 

26,690

 

Professional fees

 

 

6,000

 

30,068

 

--

 

30,068

 

49,718

 

General and administrative

 

26,139

 

11,330

 

11,226

 

7,074

 

229,899

Total operating expenses

 

 

44,062

 

149,673

 

18,377

 

44,963

 

378,806

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(44,062)

 

(149,673)

 

(18,377)

 

(44,963)

 

(379,931)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

(1,735)

 

(1,158)

 

--

 

--

 

(11,582)

Total other income (expense)

 

 

(1,735)

 

(1,158)

 

--

 

--

 

(11,582)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before income tax

 

 

(45,797)

 

(150,831)

 

(18,377)

 

(44,963)

 

(391,513)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

400

 

280

 

205

 

--

 

8,130

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Elimination of accumulated deficit due to reverse acquisition

 

 

--

 

--

 

--

 

--

 

206,315

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

$

(46,197)

$

(151,111)

$

(18,582)

$

(44,963)

$

(193,328)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share of common stock:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

$

(0.00)

$

(0.00)

$

(0.00)

 

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding

 

 

89,686,704

 

47,003,297

 

89,995,319

 

49,507,407

 

 



See accompanying notes to unaudited condensed consolidated financial statements.



5




GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Enterprise)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Period

 

 

 

 

 

For the Six Months Ended,

 

May 1, 2008

 

 

 

 

 

October 31,

 

(inception) to

 

 

 

 

 

2012

 

2011

 

October 31, 2012

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

$

(46,197)

$

(151,111)

$

(193,328)

 

Adjustments to reconcile net income to

 

 

 

 

 

 

 

 

 

  net cash used by operating expenses

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

 

--

 

2,853

 

33,256

 

 

Issuance of common stock to related party for services rendered

 

 

 

21,750

 

--

 

57,750

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

Increase in prepaid assets

 

 

(13,606)

 

(9,779)

 

(32,872)

 

 

Increase in accounts payable

 

 

4,456

 

3,253

 

27,066

 

 

Increase (decrease) in accrued interest – related party

 

(570)

 

1,130

 

--

Net cash used in operating activities

 

 

(34,167)

 

(153,654)

 

(108,128)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

Investment in documentary

 

 

 

(4,535)

 

--

 

(7,085)

 

Purchase of office furniture and equipment

 

 

 

--

 

--

 

(33,256)

Cash flows used in investing activities

 

 

(4,535)

 

--

 

(40,341)

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock

 

 

45,600

 

30,000

 

148,600

 

Increase (decrease) in loan from shareholder

 

 

(7,250)

 

139,554

 

--

Net cash provided by financing activities

 

 

38,350

 

169,554

 

148,600

 

 

 

 

 

 

 

 

 

 

Net change in cash and cash equivalent

 

 

(352)

 

15,900

 

131

 

Cash and cash equivalent at beginning of period

 

483

 

0

 

--

 

Cash and cash equivalent at end of period

 

$

131

$

15,900

$

131

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of non-cash investing and

 

 

 

 

 

 

  financing activities:

 

 

 

 

 

 

 

 

Issuance of common stock to related party for services rendered

 

 

57,750

 

--

 

57,750

 

Repay prior officer’s loan

 

$

--

$

--

$

9,920

Supplemental Disclosure of cash flow Information:

 

 

 

 

 

 

 

Cash paid for interest

 

$

1,450

$

--

$

1,450

 

Cash paid for taxes

 

$

--

$

--

$

--


See accompanying notes to unaudited condensed consolidated financial statements





6


GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Enterprise)

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended October 31, 2012 and 2011



NOTE 1 – CONDENSED FINANCIAL STATEMENTS


The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results and operations and cash flows at October 31, 2012 and for all periods presented herein, have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s April 30, 2012 and 2011 audited financial statements filed on Form 10K on August 13, 2012.  The results of operations for the periods ended October 31, 2012 and 2011 are not necessarily indicative of the operating results for the full years.


Description of Business


Goliath Film and Media Holdings (“Goliath” or the “Company”), through its wholly-owned subsidiary Goliath Film and Media International, intends to develop and license for distribution, domestically and internationally, quality digital video content with an emphasis on “niche” markets of the feature film and television content segments of the entertainment industry, such as, without limitation, education, faith-based, horror and socially responsible minority content.   


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


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


The company presently has acquired the distribution rights to the following motion pictures: Seducing Spirits, The Perfect Argument, Marina Murders, Film Struggle, Divorce in America, A Wonderful Summer, The Truth About Layla, Living with Cancer and The Biggest Fan.  Under the distribution agreements, Goliath will receive 30% of the gross revenues for each picture it distributes. In general, the Company's distribution contracts cover both domestic and international licensing agreements; however, for the picture The Biggest Fan, the Company obtained limited distribution rights.


On July 29, 2012, the Company acquired a 30% exclusive interest for three years of a documentary on the career of, former National Basketball Association star, A.C. Green.


7


We distribute motion pictures, educational videos, and other digital video products. We plan to distribute digital video content to television stations and networks and to private groups such as religious congregations, and schools. We do not intend to engage in theatrical releases of motion pictures, due to the high up front costs of advertising and marketing theatrically.  Also, theatrical releases of motion picture has historically represented only 18% of domestic revenues for the industry (13% internationally) and potentially decreasing in the future. We intend to emphasize niche markets, commencing with faith-based, educational, responsible minority content, and low budget horror movies.  


We have also acquired distribution rights to 1,500 educational videos (primarily English, ESL and mathematics) produced by KLCS, a public television station based in Los Angeles, in cooperation with the Los Angeles Unified School District. . Goliath has held preliminary discussions for international distribution of these videos.


The following is a breakdown of the average revenue generated by films in both domestic and foreign markets:


 

Domestic

Foreign

Theatrical

18%

13%

Video

30%

18%

Cable

  9%

   0%

TV Network

  5%

   7%

Total

   62%

   38%

Source: The Numbers.com

 

 


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Organization, Nature of Business and Trade Name


The Company is engaged in the distribution of motion pictures and television content.  The Company has not realized revenues from its planned principal business purpose and is considered to be in its development state in accordance with ASC 915, “Development Stage Entities”, formerly known as SFAS 7, “Accounting and Reporting by Development State Enterprises.”


Principles of Consolidation


The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries.  All intercompany accounts and transactions have been eliminated.


8


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.


Actual results could differ from those estimates.  The Company's financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.


Cash and Cash Equivalents


For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.


Accounts Receivable


Accounts receivable, if any are carried at the expected net realizable value. The allowance for doubtful accounts, when determined, will be based on management's assessment of the collectability of specific customer accounts and the aging of the accounts receivables.  If there were a deterioration of a major customer's creditworthiness, or actual defaults were higher than historical experience, our estimates of the recoverability of the amounts due to us could be overstated, which could have a negative impact on operations.


The Company has been in the development stage since inception and has no operation to date.  The Company currently does not have any accounts receivable.  The above accounting policies will be adopted upon the Company carrying accounts receivable.


9


Property, Plant and Equipment


Property and equipment are carried at cost.  Expenditures for maintenance and repairs are charged against operations.  Renewals and betterments that materially extend the life of the assets are capitalized.  When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.


Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets.  The estimated useful lives of depreciable assets are:


Estimated

Useful Lives

Office Equipment

5-10 years

Copier

5-7 years

Vehicles

5-10 years

Website / Software

3-5 years


For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system.  For financial statements purposes, depreciation is computed under the straight-line method.


Revenue Recognition


Goliath Film and Media International, intends to develop and license for distribution quality  motion picture and television content. Revenue is recognized when the company receives a contract for the license of its content and its content is delivered to the customer.


The Company has been in the development stage since inception and has no operations to date.  The Company currently does not have a means for generating revenue.  Revenue and cost recognition procedures will be implemented based on the type of properties required and sale contract specifications.


Advertising


Advertising expenses are recorded as general and administrative expenses when they are incurred. There was no advertising expense for the three and six months ended October 31, 2012 and 2011.


Research and Development


All research and development costs are expensed as incurred. There was no research and development expense for the three and six months ended October 31, 2012 and 2011.


Income tax


We are subject to income taxes in the U.S.  Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. In accordance with FASB ASC Topic 740, “Income Taxes,” we provide for the recognition of deferred tax assets if realization of such assets is more likely than not.


10


Non-Cash Equity Transactions


Shares of equity instruments issued for non-cash consideration are recorded at the fair value of the consideration received based on the market value of services to be rendered, or at the value of the stock given, considered in reference to contemporaneous cash sale of stock.


Fair Value Measurements


Effective beginning second quarter 2010, the FASB ASC Topic 825, Financial Instruments, 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 October 31, 2012.


The availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the market and may require management judgment. As of October 31, 2012, the Company had no assets other than prepaid assets, cash, and investment in documentary.


11


Basic and diluted earnings per share


Basic earnings per share are based on the weighted-average number of shares of common stock outstanding.  Diluted Earnings per share is based on the weighted-average number of shares of common stock outstanding adjusted for the effects of common stock that may be issued as a result of the following types of potentially dilutive instruments:


·

Warrants,


·

Employee stock options, and


·

Other equity awards, which include long-term incentive awards.


The FASB ASC Topic 260, Earnings Per Share, requires the Company to include additional shares in the computation of earnings per share, assuming dilution.  


Diluted earnings per share is based on the assumption that all dilutive options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options are assumed to be exercised at the time of issuance, and as if funds obtained thereby were used to purchase common stock at the average market price during the period.


Basic and diluted earnings per share are the same as there were no potentially dilutive instruments for the three and six months ended October 31, 2012 and 2011.


Concentrations, Risks, and Uncertainties

 

The Company did not have a concentration of business with suppliers or customers constituting greater than 10% of the Company’s gross sales during 2012 and 2011.   


Subsequent Events


In May 2010, the FASB issued accounting guidance now codified as FASB ASC Topic 855, “Subsequent Events,” which establishes general standards of accounting for, and disclosures of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. FASB ASC Topic 855 is effective for interim or fiscal periods ending after June 15, 2010. Accordingly, the Company adopted the provisions of FASB ASC Topic 855 on July 9, 2010. The Company has evaluated subsequent events for the period from May 1, 2010 to the date of these financial statements, through September 2, 2010, which represents the date these financial statements are being filed with the Commission. Pursuant to the requirements of FASB ASC Topic 855, subsequent events are disclosed in Note 15.


12


Stock Based Compensation


For purposes of determining the variables used in the calculation of stock compensation expense under the provisions of FASB ASC Topic 505, “Equity” and FASB ASC Topic 718, “Compensation — Stock Compensation,” we perform an analysis of current market data and historical company data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, we use these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted, any fluctuations in these calculations could have a material effect on the results presented in our Consolidated Statement of Income. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on our financial statements.


NOTE 3 – DEVELOPMENT STAGE COMPANY


The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.  All losses accumulated since inception has been considered as part of the Company's development stage activities.


NOTE 4 – GOING CONCERN


The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.


Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations.  Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.


13

Management expects to seek potential business opportunities for merger or acquisition of existing companies.  Currently the Company has yet to locate any merger or acquisition candidates.  Management is not currently limiting their search for merger or acquisition candidates to any industry or locations.  Management, while not especially experienced in matters relating to public company management, will rely upon their own efforts and, to a much lesser extent, the efforts of the Company's shareholders, in accomplishing the business purposes of the Company.


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


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


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


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


NOTE 5 – INVESTMENTS


Investment in Documentary


On July 29, 2012, the Company acquired a 30% exclusive interest for three years of a documentary on the career of former National Basketball Association star, A.C. Green.


The Company paid $7,085 to acquire this interest, of which a deposit of $2,550 was paid as of April 30, 2012 and the remaining $4,535 has been paid as of July 29, 2012.


The value of the investment in the films will be determined based on the marketability of these films. We have determined that for the quarter ended October 31, 2012, these films have no value.


Investment in Films


On October 17, 2012, the Company intends to acquire a 30% ownership in several films from Mike Criscione, the father of an officer and director. The ownership rights are worldwide and cover every media of distribution.


NOTE 6 - RELATED PARTY T RANSACTIONS


On November 4, 2011, we entered into an agreement with a related party to write and produce a Motion picture.  


In accordance with the agreement, the Company paid $10,000 for the script that is recorded as a short term asset on the balance sheet.


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The related party that will produce the motion picture is the father of the Company’s Chief Operating Officer.


During the year ended April 30, 2012, the Company sold 243,334 restricted common shares to an affiliate pursuant to a private placement memorandum in exchange for $73,000.


During the six months ended October 31, 2012, the Company sold 912,000 restricted common shares to two affiliates pursuant to a private placement memorandum in exchange for $45,600.


The Company has consulting agreements with its Chief Financial Officer and another individual who performs accounting services for the Company, under which they are compensated with restricted shares of the company’s common stock. The Chief Financial Officer received a total of 5 million shares with a consulting contract expiring May 1, 2014. In addition, the individual providing accounting services received 500,000 restricted common shares with a contract expiring on May 1, 2014.


The Company issued 6,000,000 restricted common shares to Lamont Roberts, our President and Chief Executive Officer, pursuant to his employment contract dated May 1, 2012. Further, the Company issued 10,000,000 restricted common shares to Kaila Criscione, our Chief Operating Officer pursuant to her employment contract dated May 1, 2012.


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


NOTE 7 - COMMITMENTS AND CONTINGENCIES


We did not record any legal contingencies as of October 31, 2012.


NOTE 8 - LEASE OBLIGATIONS


The total rent and lease expense was $11,923 for the six months ended October 31, 2012.


On October 12, 2011, we entered into a 12-month lease for 597 square feet of office space. The rent is approximately $2,264 per month.  As of October 31, 2012, this agreement has expired and the Company does not plan to renew the agreement.  The Company is in the process of finding new office space.


NOTE 9 - CONSULTING AGREEMENTS


The Company has consulting agreements with its Chief Financial Officer and another individual who performs accounting services for the Company, under which they are compensated with restricted shares of the company’s common stock. The Chief Financial Officer received a total of 5 million shares with a consulting contract expiring May 1, 2014. In addition, the individual providing accounting services received 500,000 restricted common shares with a contract expiring on May 1, 2014.


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NOTE 10 - CONTRACT FOR SCRIPT


On November 4, 2011, we entered into an agreement with a related party to write and produce a film.  


In accordance with the agreement, the Company paid $10,000 for the script that is recorded as a short term asset on the balance sheet.


NOTE 11 - LEGAL


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


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


NOTE 12 - NOTES PAYABLE


A notes payable in the amount of $38,000 was advanced by a related party. This note has been repaid in full as of June 15, 2012.


The interest expense for the six months ending October 31, 2012 and 2011 is $285 and $1,158, respectively.


NOTE 13 - STOCK TRANSACTIONS


During the six months ended October 31, 2012, the Company entered into separate private placement memorandums with two affiliates under which we issued them 912,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for $45,600.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.


On May 1, 2012 the Company issued 250,000 restricted common shares to a non-affiliated third party pursuant to a consulting agreement to assist the Company in the distribution of certain films. In addition, the Company issued 5,138,889 restricted common shares to John Ballard, our Chief Financial Officer pursuant to his consulting contract dated October 27, 2011 and amended May 1, 2012. The Company also issued 544,444 restricted common shares for professional services per consulting contracts dated October 27, 2011 and amended May 1, 2012.


The Company issued 6,000,000 restricted common shares to Lamont Roberts, our President and Chief Executive Officer, pursuant to his employment contract dated May 1, 2012. Further, the Company issued 10,000,000 restricted common shares to Kaila Criscione, our Chief Operating Officer pursuant to her employment contract dated May 1, 2012.




16


GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Enterprise)

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Six Months Ended October 31, 2012 and 2011



NOTE 14 – EARNINGS PER SHARE


FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations.


Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.


For the three and six month periods ended October 31, 2012 and 2011, there were no potential additional dilutive common stock equivalents.


NOTE 15 – SUBSEQUENT EVENTS


Management has reviewed material events subsequent to the period ended October 31, 2012 and prior to the filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”. There are no additional disclosures required.



17





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


Forward Looking Statement Notice


Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations.  Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Goliath Film and Media Holdings,(“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company.  Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate.  In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.


Plan of Operations


We have not yet enjoyed any revenues. The Company incurred a net loss of $18,582 and $46,197 for the three and six months ended October 31, 2012, respectively, compared to a net loss of $44,963 and $151,111 for the three and six months ended October 31, 2011, respectively.  The Company did not have any revenues during the three and six months ended October 31, 2012.  These factors create substantial doubt about the Company's ability to continue as a going concern.  The Company's management plan to continue as a going concern revolves around its ability to execute its business strategy of distributing digital content, as well as raising the necessary capital to pay ongoing general and administrative expenses of the Company.


In the year ending April 30, 2012, notes payable in the amount of $38,000 was advanced by a related party; in addition $103,000 raised from the sale of stock was advanced from business prospects for future business projects with the Company.  The note carries three percent interest and is due on October 27, 2013. The note has been repaid as of June 30, 2012.


Results of Operations


Three Months Ended October 31, 2012 Compared to Three Months Ended October 31, 2011


Revenue


For the three months ended October 31, 2012 and October 31, 2011, we have not generated any revenues.


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Operating expenses


Operating expenses decreased by $26,586, or 59.1%, to $18,377 in the three months ended October 31, 2012 from $44,963 in the three months ended October 31, 2011 primarily due to a decrease in professional fees, as well as decreases in rent and general and administration costs.


Operating expenses for the three months ended October 31, 2012 were comprised primarily of rent of $7,151, $3,944 in consulting services costs; travel costs of $4,331, stock based compensation expense of $2,625, and $326 of other operating expenses.  


Operating expenses for the three months ended October 31, 2011 were comprised primarily of $30,068 in professional fees; $6,600 in advertising costs, website setup costs of $6,000; rent of $1,221 and $1,074 of other operating expenses.


Net loss before income taxes


Net loss before income taxes for the three months ended October 31, 2012 totaled $18,377 primarily due to rent, consulting services costs, travel costs, and stock based compensation expenses compared to $44,963 for the three months ended October 31, 2011 primarily due to professional fees, advertising costs, and website setup costs.


Assets and Liabilities


Total assets were $40,088 as of October 31, 2012 compared to $22,299 as of April 30, 2012 primarily the result of an increase in prepaid assets of $13,606. Total liabilities as of October 31, 2012 were $27,066 compared to $66,430 as of April 30, 2012, or a decrease of $39,364 or 59.3%.  The decrease was primarily the result of a decrease in accounts payable to a related party in the amount of $36,000.


Stockholders’ Equity


Stockholders’ equity was $13,022 as of October 31, 2012.  Stockholder’s equity consisted primarily of shares issued for services rendered in the amount of $57,750, shares issued for fundraising totaling $148,600, these were offset primarily by the deficit accumulated during the development stage of $193,328 at October 31, 2012.


Six Months Ended October 31, 2012 Compared to Six Months Ended October 31, 2011


Revenue


For the six months ended October 31, 2012 and October 31, 2011, we have not generated any revenues.


Operating expenses


Operating expenses decreased by $105,611, or 70.6%, to $44,062 in the six months ended October 31, 2012 from $149,673 in the six months ended October 31, 2011 primarily due to a decrease in sales and marketing costs and professional fees, as well as decreases  in rent and general and administration costs.


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Operating expenses for the six months ended October 31, 2012 were comprised primarily of rent of $11,923, $3,945 in consulting services costs, travel costs of $15,117, audit costs of $6,000, stock based compensation expense of $6,000, and $1,077 of other operating expenses.  


Operating expenses for the six months ended October 31, 2011 were comprised primarily of $100,454 in sales and marketing costs, $30,068 in professional fees; $6,600 in advertising costs, website setup costs of $6,000; rent of $1,221 and $5,330 of other operating expenses.


Net loss before income taxes


Net loss before income taxes for the six months ended October 31, 2012 totaled $45,797 primarily due to rent, consulting services costs, audit costs, travel costs, and stock based compensation expense compared to $150,831 for the six months ended October 31, 2011 primarily due to sales and marketing costs, professional fees, advertising costs, and website setup costs.


Liquidity and Capital Resources


General – Overall, we had a decrease in cash flows of $352 in the six months ending October 31, 2012 resulting from cash provided by financing activities of $38,350, offset partially by cash used in operating activities of $34,167 and cash used in investing activities of $4,535.


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,

 

 

2012

 

 

2011

 

 

 

 

 

 

Cash at beginning of period

$

483

 

$

--

Net cash used in operating activities

 

(34,167)

 

 

(153,654)

Net cash used in investing activities

 

(4,535)

 

 

--

Net cash provided by financing activities

 

38,350

 

 

169,554

Cash at end of period

$

131

 

$

15,900


Net cash used in operating activities was $34,167 for the six months ending October 31, 2012 compared to net cash used in operations for the six months ending October 31, 2011 of $153,626 primarily due to a net loss of $46,197 for the six months ending October 31, 2012, issuance of common stock to related party for services rendered of $21,750, and the change in operating assets and liabilities of $9,720.  Net cash provided by financing activities was $38,350 for the six months ending October 31, 2012, compared to net cash provided by financing activities of $169,554 for the six months ending October 31, 2011. Net cash used in investing activities was $4,535 for the six months ending October 31, 2012, compared to net cash used in investing activities of none for the six months ending October 31, 2011.


During the six months ended October 31, 2012, we entered into a private placement memorandum with each of two affiliates under which we issued them 912,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for $45,600.  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.


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Our cash needs in the year ended April 30, 2013 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 1,255,334 shares for net proceeds of $148,600 in offerings conducted in fiscal year 2012 and the six months of fiscal year 2013. Additionally, we raised $38,000 through a related party note in fiscal year 2012. As we move forward with our business plan we will need to raise additional capital either through the sale of stock or funding from shares and or officers and directors to cover our cash needs through the end of the 2013 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.


Development Stage Company


Since we have not yet generated any revenues until after October 31, 2012, we were a development stage company as that term is defined in Section 915 - Development Stage Entities, of the FASB Accounting Standards Codification.  Our activities have mostly been devoted to seeking capital; seeking supply contracts and development of a business plan.  Our auditors have included an explanatory paragraph in their report on our financial statements, relating to the uncertainty of our business as a going concern, due to our lack of operating history or current revenues, its nature as a start up business, management's limited experience and limited funds.  We do not believe that conventional financing, such as bank loans, is available to us due to these factors.  We have no bank line of credit available to us.  Management believes that it will be able to raise the required funds for operations from one or more future offerings, in order to affect our business plan.


Our future operating results are subject to many factors including:


·

our success in obtaining contracts for our services;


·

the success of any joint marketing agreements;


·

our ability to obtain additional financing; and


·

other risks which we identify in future filings with the SEC.


Any or all of our forward looking statements in this filing and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Consequently, no forward looking statement can be guaranteed. In addition, we undertake no responsibility to update any forward-looking statement to reflect events or circumstances which occur after the date of this prospectus.


21

Equity Financing


During the year ended April 30, 2012, we entered into a stock purchase agreement with an affiliate, under which we issued him a total of 243,334 shares of our common stock, restricted in accordance with Rule 144, in exchange for $73,000. These shares were issued on May 1, 2012.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was a sophisticated investor at the time of the issuance of the shares.


On November 16, 2011, we entered into a stock purchase agreement with a non-affiliated third party, under which we issued him 100,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for $30,000.  These shares were issued on May 1, 2012.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was sophisticated and familiar with our operations at the time of the issuance of the shares.


During the six months ended October 31, 2012, we entered into separate private placement memorandums with two affiliates under which we issued them 912,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for $45,600.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investors were sophisticated and familiar with our operations at the time of the issuance of the shares.


On May 1, 2012 we issued 250,000 restricted common shares to a non-affiliated third party pursuant to a consulting agreement to assist us in the distribution of certain films. In addition, we issued 5,138,889 restricted common shares to John Ballard, our Chief Financial Officer pursuant to his consulting contract dated October 27, 2011 and amended May 1, 2012. We also issued 544,444 restricted common shares for professional services per consulting contracts dated October 27, 2011 and amended May 1, 2012.


We issued 6,000,000 restricted common shares to Lamont Roberts, our President and Chief Executive Officer, pursuant to his employment contract dated May 1, 2012. Further, we issued 10,000,000 restricted common shares to Kaila Criscione, our Chief Operating Officer pursuant to her employment contract dated May 1, 2012.


Distribution Rights


On February 13, 2012 the company announced that it has acquired the distribution rights to the following motion pictures: Seducing Spirits, The Perfect Argument, Marina Murders, Film Struggle, Divorce in America, A Wonderful Summer, The Truth About Layla, Living with Cancer and The Biggest Fan.  Under the distribution agreements, Goliath will receive 30% of the gross revenues for each picture it distributes. In general, the Company's distribution contracts cover both domestic and international licensing agreements; however, for the picture The Biggest Fan, the Company obtained limited distribution rights.


On July 29, 2012, the Company acquired a 30% exclusive interest for three years of a documentary on the career of, former National Basketball Association star, A.C. Green.


The Company paid $7,085 to acquire this interest, of which a deposit of $2,550 was paid as of April 30, 2012 and the remaining $4,535 has been paid as of July 29, 2012.


Critical Accounting Policies


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 3 - Summary of Significant Accounting Policies on page 9.


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The following are deemed to be the most significant accounting policies affecting the Company.


Use of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles in the United States 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 revenue and expenses during the reporting periods. Measurement, estimates and assumptions are used for, but not limited to, useful lives and residual value of long-lived assets, and the valuation of equity instruments. Management makes these estimates using the best information available at the time the estimates are made; however actual results when ultimately realized could differ from those estimates. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumption.


Revenue Recognition and Accounts Receivable


We will recognize revenues in accordance with the guidelines of the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104 “Revenue Recognition”.  


Under SAB 104, four conditions must be met before revenue can be recognized: (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service has been rendered, (iii) the price is fixed or determinable, and (iv) collection is reasonably assured.  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.


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.


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Accounting for Derivative Financial Instruments


We evaluate financial instruments using the guidance provided by ASC 815 and apply the provisions thereof to the accounting of items identified as derivative financial instruments not indexed to our stock.


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.


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.


Contractual Obligations and Off-Balance Sheet Arrangements


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


Inflation


Management believes that inflation has not had a material effect on the Company’s results of operations.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk.


As a smaller reporting company as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.


Item 4.  Controls and Procedures.


Evaluation of Disclosure Controls and Procedures


Disclosure Controls and Procedures. We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized, and reported accurately, in accordance with U.S. Generally Accepted Accounting Principles and within the required time periods, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, and Chief Financial Officer, as appropriate, to allow for timely decisions regarding disclosure. As of the end of the period covered by this report (October 31, 2012), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)).  Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our disclosure controls and procedures were effective to enable us to accurately record, process, summarize and report certain information required to be included in the Company’s periodic SEC filings within the required time periods, and to accumulate and communicate to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.


24


Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).  Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations ("COSO"). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q our internal control over financial reporting was effective as of the six months ended October 31, 2012.


There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


This quarterly report on internal control over financial reporting does not include an attestation report of the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Quarterly Report.


Changes in Internal Controls


There have been no changes in our internal controls over financial reporting during the quarter ended October 31, 2012 that have materially affected or are reasonably likely to materially affect our internal controls.




25




PART II — OTHER INFORMATION


Item 1.  Legal Proceedings.


We are not a party to or otherwise involved in any legal proceedings.


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


Item 1A.  Risk Factors.


As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.


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


During the quarter ended October 31, 2012, we entered into separate private placement memorandums with two affiliates under which we issued them 302,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for $15,100.  The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investors were sophisticated and familiar with our operations at the time of the issuance of the shares.


Item 3.  Defaults Upon Senior Securities.


There have been no events which are required to be reported under this Item.


Item 4.  Mine Safety Disclosures.


Not applicable.


Item 5.  Other Information.


None.


Item 6.  Exhibits.


31. Certification of CEO and CFO.

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




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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  

GOLIATH FILM AND MEDIA HOLDINGS

  

  

  

Dated:  December 17, 2012

By:

/s/ Lamont Roberts

  

  

Lamont Roberts

  

  

CEO and Director (duly authorized officer)


 Dated:  December 17, 2012

  

/s/ John Ballard

 

 

John Ballard

Chief Financial Officer (chief financial and accounting officer)

 

 

 







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