Goliath Film & Media Holdings - Quarter Report: 2012 January (Form 10-Q)

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 January 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

27-2895668

(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: (213) 537-3730

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):

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 67,283,334 shares of common stock issued and outstanding as of February 29, 2012. 

GOLIATH FILM AND MEDIA HOLDINGS

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

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PART I – FINANCIAL INFORMATION

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 January 31, 2012 are not necessarily indicative of the results of operations for the full year.

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GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Enterprise)

CONSOLIDATED BALANCE SHEET

See accompanying notes to unaudited condensed financial statements.

4

GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Enterprise)

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

See accompanying notes to unaudited condensed financial statements.

5

GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Enterprise)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

See accompanying notes to unaudited condensed financial statements.

6

GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Enterprise)

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Nine Months Ended January 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 January 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, 2011 and 2010 audited financial statements.  The results of operations for the periods ended January 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 quality film 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 license films domestically and internationally, through a wide distribution network which includes major theatrical exhibitors and other distributors and television networks. Additionally, the Company plans to utilize corporate sponsorships as a means of reducing the costs of advertising and marketing in distribution.  Further, the Company may augment its 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.

Goliath’s revenue model includes receiving revenue in this process through licensing fees from content for distribution (which may 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.

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GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Enterprise)

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Nine Months Ended January 31, 2012 and 2011

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

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 2 – GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles 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. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

The Company incurred a net loss of $100,104 for the nine months ended January 31, 2012.  The Company's liabilities exceed its assets by $9,604 at January 31, 2012. The Company did not have any revenues during the three or nine months ended January 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 films, as well as raising the necessary capital to pay ongoing general and administrative expenses of the Company.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

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

NOTE 3 - RELATED PARTY T RANSACTIONS

The father of an officer/director has advanced funds to the Company reflected as related party accounts payable.  On October 27, 2011, this individual provided two loans to the Company, one in the amount of $38,000 for various expenses relating to the reverse merger and a short term note in the amount of $11,500 for the development and completion of the Company’s website.  The $38,000 note is an unsecured loan bearing 3% interest and is due on October 27, 2013.  The outstanding balance is $19,000 as of January 31, 2012.  The short term note for $11,500 bears no interest and has been paid as of October 31, 2011.

NOTE 4 - COMMITMENTS AND CONTINGENCIES

Lease

The total rent and lease expense was $8,006 for the nine months ended January 31, 2012.

On October 12, 2011, we entered into a 12-month lease for 597 square feet of office space. The rent is $2,263.83 per month.

Consulting Agreements

The Company has a consulting agreement with its Chief Financial Officer, under which he is compensated $3,000 per month, plus $4,000 of the Company’s restricted common stock.  This contract is for twelve (12) months beginning November 2011, automatically renews for one twelve (12) month term on its anniversary date (“Renewal Term”), and can be terminated during the Renewal Term with thirty (30) days’ notice.

In addition, the Company has a consulting agreement with a third party individual, under which he is compensated $1,000 per month for accounting services, plus $2,000 of the Company’s restricted common stock.  This contract is for twelve (12) months beginning November 2011, automatically renews for one twelve (12) month term on its anniversary date (“Renewal Term”), and can be terminated during the Renewal Term with thirty (30) days’ notice.

Contract for Script

On November 4, 2011, the Company entered into an agreement with a third party (“Artist”) to develop a film project.  

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.

Legal

The Company is not involved in any legal matters arising in the normal course of business.  While incapable of estimation, in the opinion of the management, any individual regulatory and legal matters in which the Company might be involved in the future are not expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flows.

NOTE 5 – NOTES PAYABLE

On October 31 2011, the former officer/director of the Company agreed to acquire all of the shares of Live Wise, Inc., the Company's former operating subsidiary, from the Company in exchange for forgiveness the outstanding $57,906 note and accrued interest thereon payable to the officer/director. The Note bore an interest rate equal to 8% plus 1% of the sales volume. In addition, the officer/director cancelled 15,619,576 shares of the Company held by him.

On October 27, 2011, a family member of an officer/director provided two loans to the Company.  The $38,000 note (“Note”) is an unsecured loan bearing 3% interest and due on October 27, 2013 and was provided to cover costs of the reverse merger. The outstanding balance is $19,000 as of January 31, 2012.  The short term note for $11,500 bears no interest and has been paid as of October 31, 2011. The proceeds of this loan were used to develop and complete the Company's website.

NOTE 6 –STOCK TRANSACTIONS

On October 25, 2011, we entered into a stock purchase agreement with a 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. 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 and January 23, 2012, we entered into stock purchase agreements with a third party, under which we issued him 141,667 shares of our common stock, restricted in accordance with Rule 144, in exchange for $42,500.  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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GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Enterprise)

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Nine Months Ended January 31, 2012 and 2011

NOTE 7 – TRANSACTION WITH GOLIATH FILM AND MEDIA HOLDINGS

On October 25, 2011, we entered into an Agreement and Plan of Reorganization (the “Exchange Agreement”), (the “Exchange Agreement”), pursuant to which we were acquired by China Advanced Technology. This was a reverse merger given that Goliath has become the parent company of China Advanced Technology. At the day of the acquisition, there was no asset or liability 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 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 15,619,576 shares held by China Advanced Technology’s prior control person.  Immediately following the Closing, 67,100,000 shares were issued and outstanding, including the 100,000 shares sold as described in Note 6. 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.  The transaction was accounted for as a reverse acquisition in which Live Wise, Inc. is deemed to be the accounting acquirer, and the prior operations of China Advanced Technology are consolidated for accounting purposes. Since China Advanced Technology had no operations, asset, or liability as of the Closing, no audit of that entity was required under the materiality thresholds of Regulation S-X Rule 8-04.

NOTE 8 – SUBSEQUENT EVENTS

On February 20, 2012, the Company paid $6,000 against the Note. The outstanding balance of the Note is $13,000 as of February 29, 2012.  

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 February 20, 2012, we entered into a stock purchase agreement with a third party, under which we issued him 41,667 shares of our common stock, restricted in accordance with Rule 144, in exchange for $12,500.  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.

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

9

GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Enterprise)

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Nine Months Ended January 31, 2012 and 2011

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. In the nine months ending January 31, 2012, notes payable in the amount of $38,000 was advanced by a related party, in addition $72,500 was raised from the sale of stock were advanced from business prospects for future business projects with the Company.  The note carries three percent interest and is due on October 27, 2013.

We had a loss of $100,104 not including interest expense for the nine months ended January 31, 2012.  For the nine month period ended January 31, 2012 we had total expenses of $99,519 which included $43,718 of professional fees, $18,000 in stock based compensation, $12,000 in consulting services costs, $6,600 for advertising, $8,006 for rent, website setup in the amount of $7,000, and $4,195 of other operating expenses, primarily travel and entertainment costs. In fiscal 2012, we expect to begin to generate revenues from the distribution of films we plan to develop or license during the year.

Our cash needs in the year ended April 30, 2012 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 241,667 shares for net proceeds of $72,500 in offerings conducted in the nine months ended January 31, 2012 and raised $38,000 through a related party note. 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 2012 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.

Since we have not yet generated any revenues, 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

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GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Enterprise)

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Nine Months Ended January 31, 2012 and 2011

operations from one or more future offerings, in order to affect our business plan.

Our future operating results are subject to many facilities, 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.

Note Payables

The father of an officer/director has advanced funds to the Company reflected as related party accounts payable.  On October 27, 2011, this individual provided two loans to the company one in the amount of $38,000 for various expenses relating to the reverse merger of China Advanced Technology and a short term note in the amount of $11,500 for the Company’s website.  The $38,000 note is an unsecured loan bearing 3% interest and due on October 27, 2013. The outstanding balance is $13,000 as of February 29, 2012.  The short term note for $11,500 bears no interest and has been paid as of October 31, 2011.

Equity Financing

On October 25, 2011, we entered into a stock purchase agreement with a 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.  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 November 16, 2011, January 23, 2012, and February 20, 2012, we entered into stock purchase agreements with a third party, under which we issued him 183,334 shares of our common stock, restricted in accordance with Rule 144, in exchange for $55,000.  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.

Any or all of our forward looking statements in this prospectus 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 report.

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.

Contractual Obligations and Off-Balance Sheet Arrangements

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

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

The Company’s principal executive officer and its principal financial officer, based on his evaluation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d -14 (c) as of January 31, 2012. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that 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.

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Controls

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

11

GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Enterprise)

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Nine Months Ended January 31, 2012 and 2011

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.

On January 23, 2012, and February 20, 2012, we entered into stock purchase agreements with a third party, under which we issued him 83,334 shares of our common stock, restricted in accordance with Rule 144, in exchange for $25,000.  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.

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

12

GOLIATH FILM AND MEDIA HOLDINGS

(A Development Stage Enterprise)

Notes to Unaudited Condensed Consolidated Financial Statements

For the Three and Nine Months Ended January 31, 2012 and 2011

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.

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