Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Jan. 31, 2015 | Feb. 28, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Goliath Film & Media Holdings | |
Entity Central Index Key | 820771 | |
Document Type | 10-Q | |
Document Period End Date | 31-Jan-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -26 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 136,209,917 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2015 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jan. 31, 2015 | Apr. 30, 2014 |
Current assets | ||
Cash and cash equivalents | $772 | |
Prepaid expenses | 34,299 | |
Other receivable-related party | 5,085 | |
Total current assets | 35,071 | 5,085 |
Total assets | 35,071 | 5,085 |
Current liabilities | ||
Accounts payable | 26,119 | 26,248 |
Accounts payable - related party | 9,000 | 9,000 |
Bank Overdraft | 1,894 | |
Total current liabilities | 35,119 | 37,142 |
Total liabilities | 35,119 | 37,142 |
Stockholders' Deficit | ||
Preferred stock, $.001 par value, 1,000,000 shares authorized; no shares issued and outstanding at January 31, 2015 and April 30, 2014 | ||
Common stock, $.001 par value, 300,000,000 shares authorized; 136,209,917 and 93,361,667 shares issued and outstanding, at January 31, 2015 and April 30, 2014 | 136,210 | 93,362 |
Additional paid in capital | 426,705 | 224,738 |
Accumulated deficit | -562,963 | -350,157 |
Total stockholders' deficit | -48 | -32,057 |
Total liabilities and stockholders' deficit | $35,071 | $5,085 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Jan. 31, 2015 | Apr. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 136,209,917 | 93,361,667 |
Common stock, shares outstanding | 136,209,917 | 93,361,667 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Cost of sales | ||||
Gross profit | ||||
Operating expenses | ||||
Sales and marketing | 1,810 | 31,020 | ||
General and administrative | 45,093 | 19,254 | 180,916 | 65,865 |
Total operating expenses | 46,903 | 19,254 | 211,936 | 65,865 |
Loss from operations | -46,903 | -19,254 | -211,936 | -65,865 |
Loss before income tax | -46,903 | -19,254 | -211,936 | -65,865 |
Provision for income taxes | 330 | 210 | 870 | 630 |
Net loss | ($47,233) | ($19,464) | ($212,806) | ($66,495) |
Net loss per share of common stock: | ||||
Basic and diluted | $0 | $0 | $0 | $0 |
Weighted average shares Outstanding - basic and diluted | 135,609,700 | 92,715,399 | 131,726,619 | 92,312,595 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Statement of Cash Flows [Abstract] | ||
Net loss | ($212,806) | ($66,495) |
Adjustments to reconcile net loss to net cash used in operating expenses | ||
Amortization of prepaid expenses | 102,000 | |
Changes in operating assets and liabilities: | ||
Prepaid assets | 4,786 | 32,159 |
Accounts payable | -129 | -20,135 |
Accounts payable - related party | -2,056 | |
Net cash used in operating activities | -106,149 | -56,527 |
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 108,815 | 53,900 |
Cash overdraft | -1,894 | |
Net cash provided by financing activities | 106,921 | 53,900 |
Net change in cash and cash equivalent | 772 | -2,627 |
Cash and cash equivalent at beginning of period | 2,927 | |
Cash and cash equivalent at end of period | 772 | 300 |
Supplemental Disclosure of non-cash investing and financing activities: | ||
Common stock issued for services | 136,000 | |
Supplemental Disclosure of cash flow Information: | ||
Cash paid for interest | ||
Cash paid for taxes |
Condensed_Financial_Statements
Condensed Financial Statements | 9 Months Ended |
Jan. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Financial Statements | 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, 2015 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, 2014 and 2013 audited financial statements filed on Form 10K on August 11, 2014. The results of operations for the periods ended January 31, 2015 and 2014 are not necessarily indicative of the operating results for the full years. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | |
Jan. 31, 2015 | ||
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization, Nature of Business and Trade Name | ||
On October 31, 2011 (the “Closing Date”), China Advanced Technology acquired Goliath Film and Media International, a California corporation, by issuing 47,000,000 shares of its Common Stock, constituting 70.1% of the outstanding shares after giving effect to their issuance and the cancellation of 15,619,816 shares held by China Advanced Technology’s prior control person. Immediately following the Closing, 67,100,000 shares were issued and outstanding, including the 100,000 shares sold. On the Closing Date, the name of China Advanced Technology was changed to Goliath Film and Media Holdings (“Goliath” or “the Company”). 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 Goliath Film and Media International is deemed to be the accounting acquirer, and the prior operations of Goliath (formerly China Advanced Technology) are consolidated for accounting purposes. Since Goliath had no operations, assets, or liabilities as of the Closing, no audit of that entity was required under the materiality thresholds of Regulation S-X Rule 8-04. | ||
The Company is engaged in the distribution of motion pictures and digital content. | ||
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. | ||
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. | ||
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. Although the Company has previously purchased property, plant, and equipment, no balances existed during the 2 years presented, due to either prior year’s write-offs for obsolescence or sale. | ||
Intangible Assets | ||
The Company’s intangible assets consist of intellectual property, principally documentary films. The Company periodically reviews its long lived assets to ensure that their carrying value does not exceed their fair market value. | ||
Revenue Recognition | ||
Goliath Film and Media International, intends to develop and license for distribution quality motion picture and digital 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 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 nine months ended January 31, 2015 and 2014, respectively. | ||
Research and Development | ||
All research and development costs are expensed as incurred. There was no research and development expense for the three and nine months ended January 31, 2015 and 2014, respectively. | ||
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. | ||
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 and nine 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 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 January 31, 2015. | ||
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 January 31, 2015, the Company had no assets other than prepaid expenses and cash. | ||
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 nine months ended January 31, 2015 and 2014, respectively. | ||
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 nine month periods ending on January 31, 2015 and 2014. | ||
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. |
Recently_Enacted_Accounting_St
Recently Enacted Accounting Standards | 9 Months Ended |
Jan. 31, 2015 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Enacted Accounting Standards | NOTE 3 – RECENTLY ENACTED ACCOUNTING STANDARDS |
In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly, the Company has adopted this standard as of July 31, 2014. | |
The Company does not expect the adoption of any other recent accounting pronouncements to have a material impact on its financial statements. |
Common_Stock
Common Stock | 9 Months Ended |
Jan. 31, 2015 | |
Equity [Abstract] | |
Common Stock | NOTE 4 – COMMON STOCK |
The Company has authorized 1,000,000 shares of preferred stock, $0.001 par value, with such rights, preferences and designation and to be issued in such series as determined by the Board of Directors. No shares of preferred stock are issued and outstanding at January 31, 2015. | |
During the nine months ended January 31, 2015, we entered into separate private placement memorandums with an affiliate shareholder under which we issued him 8,848,250 shares of our common stock, restricted in accordance with Rule 144, in exchange for $108,815. 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. | |
We issued 5,000,000 restricted common shares to our Chief Financial Officer pursuant to his consulting contract dated May 1, 2014. We also issued 2,000,000 restricted common shares for professional services per consulting contracts dated May 1, 2014. The shares were valued at $0.004 per share, which was the closing price of the Company’s common stock on May 1, 2014. | |
We issued 2,000,000 restricted common shares to our President and Chief Executive Officer, pursuant to his consulting contract dated May 1, 2014. Further, we issued 25,000,000 restricted common shares to a Director of the Company and to manage sales and marketing activities for the Company pursuant to his consulting contract dated May 1, 2014. The shares were valued at $0.004 per share, which was the closing price of the Company’s common stock on May 1, 2014. |
Going_Concern
Going Concern | 9 Months Ended |
Jan. 31, 2015 | |
Going Concern | |
Going Concern | NOTE 5 – 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. | |
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, 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. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Jan. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 – RELATED PARTY TRANSACTIONS |
During the year ended April 30, 2014, the Company sold 1,601,333 restricted common shares to an affiliate shareholder pursuant to a private placement memorandum in exchange for $39,000 and issued 495,000 restricted common shares to relieve debt of $24,750. | |
During the nine months ended January 31, 2015, the Company sold 8,848,250 restricted common shares to an affiliate shareholder pursuant to a private placement memorandum in exchange for $108,815. | |
We issued 5,000,000 restricted common shares to our Chief Financial Officer pursuant to his consulting contract dated May 1, 2014. We also issued 2,000,000 restricted common shares for professional services per consulting contracts dated May 1, 2014. | |
We issued 2,000,000 restricted common shares to our President and Chief Executive Officer, pursuant to his consulting contract dated May 1, 2014. Further, we issued 25,000,000 restricted common shares to a Director of the Company and to manage sales and marketing activities for the Company pursuant to his consulting contract dated May 1, 2014. | |
Related party transactions have been disclosed in the other notes to these financial statements. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Jan. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7 – COMMITMENTS AND CONTINGENCIES |
On October 22, 2014 Goliath Film and Media Holdings, Inc. Goliath Film and Media Holding (“GFMH”) will distribute all foreign rights for the motion picture “Virus X,” “Film” starring Sybil Danning with some of the key terms as follows: | |
1. Time frame (Term) – 18 months with ability to renew at same terms for another 18 months if agreed by both parties by end of the 18 month term. Term begins October 22, 2014 | |
2. Markets – In all foreign media known and unknown | |
3. Compensation to GFMH- 15% of gross proceeds on all foreign territories. Said 15% (of 100%) is inclusive and includes, but not limited to, all payments, fees and reimbursements of any and all kinds made and/or incurred by GFMH through the exploitation of the Film. | |
4. Renewals - when the contract is renewed by a particular territory, GFMH will be the entity of record to effectuate the renewals, yet only after notification is made to and approved verbally or written by Empire Films. | |
On October 29,2014, Goliath Film and Media Holding entered into a Distribution and Sales Agreement with EMILIO ROSO (“Producer”) granting all domestic and foreign distribution rights, excluding digital streaming for the motion pictures “Day of Redemption,” “On Borrowed Time” and ”Tumbleweed,” with some of the major terms as follows: | |
1. Time frame (Term) – 18 months. Term began October 29, 2014. This contract will not automatically renew. | |
2. Markets – In all domestic and foreign media known and unknown and all domestic and foreign territories. | |
3. Compensation to Goliath Film and Media Holdings - 25% of gross proceeds on all domestic and foreign territories, except digital streaming. Said 25% (of 100%) is inclusive and includes, but not limited to, all payments, fees and reimbursements of any and all kinds made and/or incurred by Goliath Film and Media Holdings through the exploitation of the motion pictures. | |
On November 5, 2014, Tony Monte of Melonte Partners granted Goliath Film and Media Holdings (“GFMH”), Inc. all foreign rights to the lifestyle TV program “Celebrity Taste Makers” to sell at the American Film Market in Santa Monica, California, November 5-12, 2014 and the European Film Market, in Berlin Germany February 5-13, 2015. Compensation to GFMH will be 15% of gross sales proceeds. | |
Our CFO provided notice that he will not extend his contract that expires on May 1, 2015 in order to pursue other interests. Lamont Robert, Chief Executive Officer will act as Acting Chief Financial Officer. | |
We did not record any legal contingencies as of January 31, 2015. | |
The Company is not a party to or otherwise involved in any legal proceedings. | |
In the ordinary course of business, from time to time the Company may be 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. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | |
Jan. 31, 2015 | ||
Accounting Policies [Abstract] | ||
Organization, Nature of Business and Trade Name | Organization, Nature of Business and Trade Name | |
On October 31, 2011 (the “Closing Date”), China Advanced Technology acquired Goliath Film and Media International, a California corporation, by issuing 47,000,000 shares of its Common Stock, constituting 70.1% of the outstanding shares after giving effect to their issuance and the cancellation of 15,619,816 shares held by China Advanced Technology’s prior control person. Immediately following the Closing, 67,100,000 shares were issued and outstanding, including the 100,000 shares sold. On the Closing Date, the name of China Advanced Technology was changed to Goliath Film and Media Holdings (“Goliath” or “the Company”). 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 Goliath Film and Media International is deemed to be the accounting acquirer, and the prior operations of Goliath (formerly China Advanced Technology) are consolidated for accounting purposes. Since Goliath had no operations, assets, or liabilities as of the Closing, no audit of that entity was required under the materiality thresholds of Regulation S-X Rule 8-04. | ||
The Company is engaged in the distribution of motion pictures and digital content. | ||
Principles of Consolidation | 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. | ||
Basis of Presentation | 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 | 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 | 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 | |
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. | ||
Property, Plant and Equipment | 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. Although the Company has previously purchased property, plant, and equipment, no balances existed during the 2 years presented, due to either prior year’s write-offs for obsolescence or sale. | ||
Intangible Assets | Intangible Assets | |
The Company’s intangible assets consist of intellectual property, principally documentary films. The Company periodically reviews its long lived assets to ensure that their carrying value does not exceed their fair market value. | ||
Revenue Recognition | Revenue Recognition | |
Goliath Film and Media International, intends to develop and license for distribution quality motion picture and digital 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 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 | |
Advertising expenses are recorded as general and administrative expenses when they are incurred. There was no advertising expense for the three and nine months ended January 31, 2015 and 2014, respectively. | ||
Research and Development | Research and Development | |
All research and development costs are expensed as incurred. There was no research and development expense for the three and nine months ended January 31, 2015 and 2014, respectively. | ||
Income Tax | 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. | ||
Non-Cash Equity Transactions | 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 | 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 and nine 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 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 January 31, 2015. | ||
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 January 31, 2015, the Company had no assets other than prepaid expenses and cash. | ||
Basic and Diluted Earnings Per Share | 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 nine months ended January 31, 2015 and 2014, respectively. | ||
Concentrations, Risks, and Uncertainties | 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 nine month periods ending on January 31, 2015 and 2014. | ||
Stock Based Compensation | 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. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | |
Jan. 31, 2015 | ||
Accounting Policies [Abstract] | ||
Schedule of Estimated Useful Lives of Property and Equipment | 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 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2011 | Jan. 31, 2015 | Jan. 31, 2014 | Jan. 31, 2015 | Jan. 31, 2014 | Apr. 30, 2014 | |
Common stock, issued | 67,100,000 | 136,209,917 | 136,209,917 | 93,361,667 | ||
Common stock, outstanding | 67,100,000 | 136,209,917 | 136,209,917 | 93,361,667 | ||
Shares sold, during the period | 100,000 | |||||
Forward stock split | eight-for-1 forward stock split | |||||
Advertising costs | $0 | $0 | $0 | $0 | ||
Research and development expense | $0 | $0 | $0 | $0 | ||
Potentially dilutive instruments | $0 | $0 | $0 | $0 | ||
Percentage of concentration risk gross | 10.00% | 10.00% | ||||
China Advanced Technology [Member] | ||||||
Stock issuing for acquisition | 47,000,000 | |||||
Constituting outstanding shares | 70.10% | |||||
Cancellation share | 15,619,816 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 9 Months Ended |
Jan. 31, 2015 | |
Office Equipment [Member] | Minimum [Member] | |
Estimated useful lives of property and equipment | 5 years |
Office Equipment [Member] | Maximum [Member] | |
Estimated useful lives of property and equipment | 10 years |
Copier [Member] | Minimum [Member] | |
Estimated useful lives of property and equipment | 5 years |
Copier [Member] | Maximum [Member] | |
Estimated useful lives of property and equipment | 7 years |
Vehicles [Member] | Minimum [Member] | |
Estimated useful lives of property and equipment | 5 years |
Vehicles [Member] | Maximum [Member] | |
Estimated useful lives of property and equipment | 10 years |
Website / Software [Member] | Minimum [Member] | |
Estimated useful lives of property and equipment | 3 years |
Website / Software [Member] | Maximum [Member] | |
Estimated useful lives of property and equipment | 5 years |
Common_Stock_Details_Narrative
Common Stock (Details Narrative) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended |
2-May-14 | Jan. 31, 2015 | Apr. 30, 2014 | |
Preferred stock, par value | $0.00 | $0.00 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Restricted Common Stock [Member] | |||
Equity issuance price per share | $0.00 | ||
Restricted common shares issued pursuant to services | 2,000,000 | ||
Chief Financial Officer [Member] | Restricted Common Stock [Member] | |||
Restricted common stock shares issued during period | 5,000,000 | ||
President And Chief Executive Officer [Member] | Restricted Common Stock [Member] | |||
Restricted common stock shares issued during period | 2,000,000 | ||
Equity issuance price per share | $0.00 | ||
Director [Member] | Restricted Common Stock [Member] | |||
Restricted common stock shares issued during period | 25,000,000 | ||
Equity issuance price per share | $0.00 | ||
Private Placement [Member] | Affiliated Shareholders [Member] | Restricted Common Stock [Member] | |||
Restricted common stock shares issued during period | 8,848,250 | 1,601,333 | |
Restricted common stock shares issued during period | $108,815 | $39,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (Restricted Common Stock [Member], USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended |
2-May-14 | Jan. 31, 2015 | Apr. 30, 2014 | |
Number of shares issued during period for service | 2,000,000 | ||
Chief Financial Officer [Member] | |||
Restricted common stock shares issued during period, shares | 5,000,000 | ||
President And Chief Executive Officer [Member] | |||
Restricted common stock shares issued during period, shares | 2,000,000 | ||
Director [Member] | |||
Restricted common stock shares issued during period, shares | 25,000,000 | ||
Private Placement [Member] | Affiliated Shareholders [Member] | |||
Restricted common stock shares issued during period, shares | 8,848,250 | 1,601,333 | |
Restricted common stock shares issued during period | $108,815 | $39,000 | |
Issuance of shares to relieve debt, shares | 495,000 | ||
Restricted common shares to relieve debt | $24,750 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) | 0 Months Ended | ||
Nov. 05, 2014 | Oct. 29, 2014 | Oct. 22, 2014 | |
Percentage on gross proceeds | 15.00% | 25.00% | 15.00% |
CFO [Member] | |||
Extended contract expired | 1-May-15 | ||
Minimum [Member] | |||
Percentage on gross proceeds | 25.00% | 15.00% | |
Maximum [Member] | |||
Percentage on gross proceeds | 100.00% | 100.00% |