UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended ~~October~~January 31, ~~2023~~2024

☐ TRANSITION 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)

112 N. Curry Street, Carson City, Nevada		89703
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number (310) 467-0721

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. ☒ Yes ☐ 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). ☒ Yes ☐ 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	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.001 par value		GFMH		OTCBB

There were 138,964,917 shares of common stock $0.001 par value, issued and outstanding as ~~December~~March 1518, ~~2023~~2024.

GOLIATH FILM AND MEDIA HOLDINGS

	Page(s)
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets as of October 31, 2023 (unaudited) and April 30, 2023	4
Condensed Consolidated Balance Sheets as of January 31, 2024 (unaudited) and April 30, 2023	4
Condensed Consolidated Statements of Operations for the three and six months ended October 31, 2023 and 2022 (unaudited)	5
Condensed Consolidated Statements of Operations for the three and nine months ended January 31, 2024 and 2023 (unaudited)	5
Condensed Consolidated Statements of Stockholders’ Deficit as of October 31, 2023 and 2022 (unaudited)	6
Condensed Consolidated Statements of Stockholders’ Deficit as of January 31, 2024 and 2023 (unaudited)	6
Condensed Consolidated Statements of Cash Flows for the six months ended October 31, 2023 and 2022 (unaudited)	7
Condensed Consolidated Statements of Cash Flows for the nine months ended January 31, 2024 and 2023 (unaudited)	7
Notes to the Condensed Consolidated Financial Statements (unaudited)	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3. Quantitative and Qualitative Disclosures About Market Risk	22
Item 4. Controls and Procedures	22
PART II – OTHER INFORMATION
Item 1. Legal Proceedings	23
Item 1A. Risk Factors	23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3. Defaults Upon Senior Securities	23
Item 4. Mine Safety Disclosures	23
Item 5. Other Information	23
Item 6. Exhibits	23
Signatures	24

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying unaudited 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~~January 31, ~~2023~~2024 are not necessarily indicative of the results of operations for the full year.

GOLIATH FILM AND MEDIA HOLDINGS

CONDENSED CONSOLIDATED BALANCE SHEETS

	October 31			April 30,
	January 31			April 30,
	2023			2023
	2024			2023
		(unaudited)
ASSETS
Current assets
Cash	$	~~582~~497		$	9,214
Prepaid expenses		7,500			7,500
Total current assets		87,~~082~~997			16,714
Total assets	$	87,~~082~~997		$	16,714
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	14,~~590~~438		$	14,676
Accounts payable – related party		~~115~~77,~~279~~234			102,244
Total current liabilities		~~129~~91,~~869~~672			116,920
Total liabilities		~~129~~91,~~869~~672			116,920
Commitments and contingencies		—			—
Stockholders’ deficit
Preferred stock, $0.001 par value, 1,000,000 shares authorized; no shares issued and outstanding at October 31, 2023 and April 30, 2023, respectively		—			—
Preferred stock, $0.001 par value, 1,000,000 shares authorized; no shares issued and outstanding at January 31, 2024 and April 30, 2023, respectively		—			—
Common stock, $0.001 par value, 300,000,000 shares authorized; 138,964,917 shares issued and outstanding, at October 31, 2023 and April 30, 2023, respectively		138,966			138,966
Common stock, $0.001 par value, 300,000,000 shares authorized; 138,964,917 shares issued and outstanding, at January 31, 2024 and April 30, 2023, respectively		138,966			138,966
Additional paid in capital		451,500			451,500
Common stock to be issued		381,532			381,532
Accumulated deficit		(1,~~093~~055,~~785~~673	)		(1,072,204	)
Total stockholders’ deficit		(~~121~~83,~~787~~675	)		(100,206	)
Total liabilities and stockholders’ deficit	$	87,~~082~~997		$	16,714

See accompanying notes to unaudited condensed consolidated financial statements.

GOLIATH FILM AND MEDIA HOLDINGS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	For the Six Months Ended						For the Three Months Ended
	2024			2023			2024			2023
	October 31,						October 31,
	For the Nine Months Ended						For the Three Months Ended
	2023			2022			2023			2022
	January 31,						January 31,
Film production revenues	$	-		$	-		$	-		$	-
	2024			2023			2024			2023
Film production revenues	$	47,674		$	-		$	47,674		$	-
Cost of sales		-			-			-			-
Gross profit		-47,674			-			-47,674			-
Operating expenses
General and administrative	$	2131,~~581~~143		$	2532,~~460~~757		$	109,~~764~~562		$	87,~~404~~297
Total operating expenses		2131,~~581~~143			2532,~~460~~757			109,~~764~~562			87,~~404~~297
Loss from operations		(21,581	)		(25,460	)		(10,764	)		(8,404	)
Income (loss) from operations		16,531			(32,757	)		38,112			(7,297	)
Loss before income tax		(21,581	)		(25,460	)		(10,764	)		(8,404	)
Income (loss) before income tax		16,531			(32,757	)		38,112			(7,297	)
Provision for income taxes		-			-			-			-
Net loss	$	(21,581	)	$	(25,460	)	$	(10,764	)	$	(8,404	)
Net income (loss)	$	16,531		$	(32,757	)	$	38,112		$	(7,297	)
Net loss per share of common stock:
Net income (loss) per share of common stock:
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding:
Basic and diluted		177,118,116			177,118,116			177,118,116			177,118,116

See accompanying notes to unaudited condensed consolidated financial statements.

GOLIATH FILM AND MEDIA HOLDINGS

CONDENSED CONSOLIDATED ~~STATEMENT~~STATEMENTS OF STOCKHOLDERS’ DEFICIT

(unaudited)

	Shares		Amount		Capital		Issued		Deficit			Deficit
	Common Stock				Additional Paid in		Common Stock to be		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Issued		Deficit			Deficit
Balances, August 1, 2023		138,964,917	$	138,966	$	451,500	$	381,532	$	(1,083,021	)	$	(111,023	)
Balances, November 1, 2023		138,964,917	$	138,966	$	451,500	$	381,532	$	(1,093,785	)	$	(121,787	)
Net loss, three months ended October 31, 2023		—		—		—		—		(10,764	)		(10,764	)
Net income, three months ended January 31, 2024		—		—		—		—		38,112			38,112
Balances, October 31, 2023		138,964,917	$	138,966	$	451,500	$	381,532	$	(1,093,785	)	$	(121,787	)
Balances, January 31, 2024		138,964,917	$	138,966	$	451,500	$	381,532	$	(1,055,673	)	$	(83,675	)
Balances, May 1, 2023		138,964,917	$	138,966	$	451,500	$	381,532	$	(1,072,204	)	$	(100,206	)
Net loss, six months ended October 31, 2023		—		—		—		—		(21,581	)		(21,581	)
Net income, nine months ended January 31, 2024		—		—		—		—		16,531			16,531
Balances, October 31, 2023		138,964,917	$	138,966	$	451,500	$	381,532	$	(1,093,785	)	$	(121,787	)
Balances, January 31, 2024		138,964,917	$	138,966	$	451,500	$	381,532	$	(1,055,673	)	$	(83,675	)
Balances, August 1, 2022		138,964,917	$	138,966	$	451,500	$	381,532	$	(1,165,829	)	$	(193,831	)
Balances, November 1, 2022		138,964,917	$	138,966	$	451,500	$	381,532	$	(1,174,233	)	$	(202,235	)
Net loss, three months ended October 31, 2022		—		—		—		—		(8,404	)		(8,404	)
Net loss, three months ended January 31, 2023		—		—		—		—		(7,297	)		(7,297	)
Balances, October 31, 2022		138,964,917	$	138,966	$	451,500	$	381,532	$	(1,174,233	)	$	(202,235	)
Balances, January 31, 2023		138,964,917	$	138,966	$	451,500	$	381,532	$	(1,181,530	)	$	(209,532	)
Balances, May 1, 2022		138,964,917	$	138,966	$	451,500	$	381,532	$	(1,148,773	)	$	(176,775	)
Balance		138,964,917	$	138,966	$	451,500	$	381,532	$	(1,148,773	)	$	(176,775	)
Balances		138,964,917	$	138,966	$	451,500	$	381,532	$	(1,148,773	)	$	(176,775	)
Net loss, six months ended October 31, 2022		—		—		—		—		(25,460	)		(25,460	)
Net loss, nine months ended January 31, 2023		—		—		—		—		(32,757	)		(32,757	)
Net loss		—		—		—		—		(25,460	)		(25,460	)
Net income (loss)		—		—		—		—		(32,757	)		(32,757	)
Balances, October 31, 2022		138,964,917	$	138,966	$	451,500	$	381,532	$	(1,174,233	)	$	(202,235	)
Balances, January 31, 2023		138,964,917	$	138,966	$	451,500	$	381,532	$	(1,181,530	)	$	(209,532	)
Balance		138,964,917	$	138,966	$	451,500	$	381,532	$	(1,174,233	)	$	(202,235	)
Balances		138,964,917	$	138,966	$	451,500	$	381,532	$	(1,181,530	)	$	(209,532	)

See accompanying notes to unaudited condensed consolidated financial statements.

GOLIATH FILM AND MEDIA HOLDINGS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	For the Six Months Ended,
	January 31, 2024			January 31, 2023
	October 31, 2023			October 31, 2022
	For the Nine Months Ended,
	January 31, 2024			January 31, 2023
Cash flows from operating activities
Net loss	$	(21,581	)	$	(25,460	)
Net income (loss)	$	16,531		$	(32,757	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Expenses paid on behalf of Company – related party		1419,~~045~~674			2333,~~825~~216
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		(86238	)		-(4,821	)
Accounts payable – related party		(840,~~010~~884	)		~~(2,667~~-	)
Net cash used in operating activities		(154,~~632~~917	)		(4,~~302~~362	)
Cash flows from investing activities		—			—
Cash flows from financing activities
Advances from related party		711,~~000~~150			4,250
Net cash provided by financing activities		7,000			4,250
Repayments of advances from related party		(14,950	)		-
Net change in cash		(8,632	)		(52	)
Net cash (used in) provided by financing activities		(3,800	)		4,250
Net change in cash		(8,717	)		(112	)
Cash at beginning of period		9,214			198
Cash at end of period	$	~~582~~497		$	~~146~~86
Supplemental disclosure of cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for taxes	$	—		$	—

See accompanying notes to unaudited condensed consolidated financial statements

GOLIATH FILM AND MEDIA HOLDINGS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~OCTOBER~~JANUARY 31, ~~2023~~2024 AND ~~2022~~2023

(UNAUDITED)

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company was incorporated in Nevada on February 16, 2010 under the name “China Advanced Technology” as the successor by merger to Vitalcare Diabetes Treatment Centers, Inc. (“Vitalcare”). In February and March 2010, Vitalcare underwent a holding company reorganization under Delaware law, pursuant to which it became a wholly-owned subsidiary of Vitalcare Holding Corporation, and Vitalcare, together with its assets and liabilities, was sold to a non-affiliated third party. Vitalcare Holding Corporation subsequently reincorporated in Nevada by merger into China Advanced.

On October 31, 2011 (the “Closing Date”), China Advanced 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. 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.

Organization, Nature of Business and Trade Name

The Company is engaged in the production and distribution of motion pictures and television content. The Company has begun its planned principal business purpose with revenue consisting of primarily film residuals.

Principles of Consolidation

The accompanying condensed consolidated financial statements includes the accounts of Goliath Film and Media Holdings and its subsidiary, Goliath Film and Media International (“Goliath” or “the Company”). 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.

The accompanying unaudited interim condensed consolidated financial statements of Goliath Film and Media Holdings (the “Company”) have been prepared by management in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”).

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. In the opinion of management, all adjustments of a normal recurring nature, considered necessary for a fair presentation have been included. 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, 2023 audited financial statements filed on Form 10K on August 14, 2023. The results of operations for the periods ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023 are not necessarily indicative of the operating results for the full years.

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 receivable. If there were a deterioration of a major customer’s creditworthiness, or actual defaults were higher than historical experience, our estimates of the recoverability of the amounts due to us could be overstated, which could have a negative impact on operations.

The Company currently does not have any accounts receivable. The above accounting policies will be adopted upon the Company carrying accounts receivable.

Films Costs

The Company capitalizes production costs for films produced in accordance with ASC 926-20, “Entertainment-Films -– Other Assets – - Film Costs”. Accordingly, production costs are capitalized at actual cost and then charged against revenue quarterly as a cost of production based on the relative fair value of the film(s) delivered and recognized as revenue. The Company evaluates its capitalized ~~production~~ production costs annually and limits recorded amounts by its ability to recover such costs through expected future sales. As of ~~October~~ January 31, ~~2023~~2024, the Company had no production costs.

Revenue Recognition

On January 1, 2018, the Company adopted Accounting Standards Codification ASC 606 (“ASC 606”), Revenue from Contracts with Customers, using the modified retrospective approach for all contracts not completed as of the date of adoption.

The Company generates all of its revenue from contracts with customers. The Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. The Company determines revenue recognition through the following steps:

1. Identification of the contract, or contracts, with a customer. 2. Identification of the performance obligations in the contract. 3. Determination of the transaction price. 4. Allocation of the transaction price to the performance obligations in the contract 5. Recognition of revenue when, or as, we satisfy a performance obligation.

	4.	Allocation of the transaction price to the performance obligations in the contract
	5.	Recognition of revenue when, or as, we satisfy a performance obligation.

At contract inception, the Company assesses the services promised in our contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company allocates the transaction prices to the performance obligations.

The Company provides for an allowance for doubtful accounts based on history and experience considering economic and industry trends. The Company does not have any off-Balance Sheet exposure related to its customers.

The Company recognizes revenue when the distributor confirms to the Company that the film has been delivered to the distributor with all technical and document deliveries received, waived or deferred and the film has been entered into the distributor’s rights system and the cash is received.

Revenue is recognized from distributions when cash is received. Costs are borne by the distributor.

The Company evaluates whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company is primarily obligated in a transaction, are subject to inventory risk, have latitude in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded at the gross sale price. The Company generally records the net amounts as commissions earned if we are not primarily obligated and do not have latitude in establishing prices. The Company recognizes revenue from the distribution of its films on a net revenue basis as Mar Vista distributes the films to Mar Vista’s end customers.

For the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023, we had no revenues of $47,674 and $47,674, and $0 and $0, respectively.

Advertising

Advertising expenses are recorded as general and administrative expenses when they are incurred. There was no advertising expense for the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023 as the Company is not currently promoting its films.

Research and Development

All research and development costs are expensed as incurred. There was no research and development expense for the three and ~~six~~nine months ~~ended~~ ~~October~~ended January 31, ~~2023~~2024 and ~~2022~~2023.

Income tax

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.

Fair Value of Financial Instruments

The Company follows the provisions of ASC 820. This Topic defines fair value, establishes a measurement framework and expands disclosures about fair value measurements.

The Company uses fair value measurements for determining the valuation of derivative financial instruments payable in shares of its common stock. This primarily involves option pricing models that incorporate certain assumptions and projections to determine fair value. These require management’s judgment.

Fair Value Measurements

FASB ASC Topic 825, Financial Instruments, requires disclosures about fair value of financial instruments in quarterly reports as well as in annual reports. For the Company, this statement applies to certain investments and long-term debt. Also, the FASB ASC Topic 820, Fair Value Measurements and Disclosures, clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements.

Various inputs are considered when determining the value of the Company’s investments and long-term debt. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in these securities. These inputs are summarized in the three broad levels listed below.

● Level 1 – observable market inputs that are unadjusted quoted prices for identical assets or liabilities in active markets.

● Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, credit risk, etc.).

● Level 3 – significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments).

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~~January 31, ~~2023~~2024, assets and liabilities approximate fair value due to their short term nature.

The availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors including the type of instrument, whether the instrument is actively traded, and other characteristics particular to the transaction. For many financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the market and may require management judgment.

Basic and Diluted Earnings Per Share

Diluted earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject to redemption) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Basic weighted average shares outstanding includes 38,153,269 shares to be issued.

The total number of potential additional dilutive securities outstanding for the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023 was none.

Concentrations, Risks, and Uncertainties

The Company’s working capital financing has entirely come from related parties and revenue received and recognized during the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~ 2024 and ~~2022~~2023.

Stock Based 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.

Recently Enacted Accounting Standards

The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.

NOTE 2 – 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 ~~October~~January 31, ~~2023~~2024 and April 30, 2023.

The Company has authorized 300,000,000 shares of par value $0.001 common stock, of which 138,964,917 and 138,964,917 shares are outstanding at ~~October~~January 31, ~~2023~~2024 and April 30, 2023, respectively. No shares of common stock have been issued during the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024.

As of ~~October~~January 31, ~~2023~~2024, the Company has not issued an aggregate 38,153,269 common shares to three shareholders (a total of 32,153,269 to related parties and 6,000,000 to a third party). These shares are reflected the weighted-average shares outstanding but are not included in the 138,964,917 shares outstanding at ~~October~~January 31, ~~2023~~2024 and April 30, 2023, respectively.

NOTE 3 -– 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, which raises substantial doubt about our ability to continue as a going concern for a period of one year from the issuance of these financial statements.

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.

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. 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 through contributions from officers and affiliates of the Company. 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.

NOTE 4 -– RELATED PARTY TRANSACTIONS

Advances from related party

The Company borrows funds from the Company’s affiliates for working capital purposes from time to time. The Company has recorded ~~the~~ the principal balance due of $209,~~435~~635 and $13,435 under accounts payable -– related party in the accompanying Balance Sheets at ~~October~~ January 31, ~~2023~~2024 and April 30, 2023, respectively. ~~During~~For the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, respectively, the Company received advances of $04,000 and $26,500 from Mike Criscione, a$0 ~~Director~~and of$4,500 ~~the~~from ~~Company~~Kevin Frawley, and $~~4,500~~150 and $~~4,500~~150 from ~~Kevin~~ ~~Frawley,~~C&R ~~an affiliate~~Films, and for the three and nine ~~six~~ months ended ~~October~~January 31, ~~2022~~2023, respectively, the Company received advances of $0 and $3,750 from Mike Criscione, $0 and $0 ~~from Kevin Frawley,~~ and $~~400 and $~~500 from C&R Films,. aThe ~~company~~Company ~~controlled~~made byrepayments ~~Lamont~~to ~~Roberts,~~Mike ~~CEO~~Criscione ~~and acting CFO~~ of ~~the Company~~$14,950 ~~The~~and ~~Company made~~$14,950 ~~no repayments~~ for the three and ~~six~~nine months ended ~~October~~ January 31, ~~2023~~2024 and ~~2022~~2023, respectively.

Other

During the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023, the Company received no advances and made no payments to Lamont Roberts, CEO and acting CFO of the Company, and Mr. Roberts incurred no expenses on behalf of the Company. The Company has a balance owed to Mr. Roberts of $250 at ~~October~~January 31, ~~2023~~2024.

During the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023, the Company received no advances and made payments of $~~0 and $8~~15,~~010, $0~~ 531 and $023,541 ~~respectively,~~ to C&R Films for film production costs and reimbursement of various expenses. C&R Films paid expenses totaling $0 and $0, and $~~199~~ 796 and $~~597~~ 1,393 in the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023, respectively, in operating expenses including rent, filing expenses, and accounting costs on behalf of the Company. C&R Films is controlled by Lamont Robert, CEO and acting CFO of the Company. The Company has a balance owed to C&R Films of $4226,~~037~~ 656 at ~~October~~January 31, ~~2023~~2024.

During the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023, the Company received no advances and made no payments to Dos Cabezas for film production costs and reimbursement of various expenses. Dos Cabezas paid expenses totaling $0 and $0, $0 and $0 in the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023, respectively, in operating expenses including accounting costs on behalf of the Company. Dos Cabezas is controlled by Lamont ~~Roberts~~Robert, CEO and acting CFO of the Company. The Company has a balance owed to Dos Cabezas of $14,394 at ~~October~~January 31, ~~2023~~2024.

During the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023, the Company received advances of $~~4,500~~0 and $4,500, and $0 and $0, and made no no payments to Kevin Frawley, an affiliate, for reimbursement of various expenses. During the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~ 2024 and ~~2022~~2023, Kevin Frawley paid expenses totaling $01,509 and $35,~~863~~372, $02,595 and $24,~~228~~823 respectively, in operating expenses, including audit fees, on behalf of the Company. The Company has a balance owed to Mr. Frawley of $3435,~~426~~935 at ~~October~~January 31, ~~2023~~2024.

During the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023, the Company received advances of $04,000 and $26,500, and $0 and $3,750, and ~~made~~ nomade payments of $32,293 and $32,293, and $0 and $0 to Mike Criscione, Director, for reimbursement of various expenses. During the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~ 2024 and ~~2022~~2023, Mr. Criscione paid expenses totaling $54,~~320~~120 and $1014,~~183~~303, $6,000 and $2427,~~750~~000, respectively, in operating expenses, including audit fees, on behalf of the Company. The Company has a balance owed to Mr. Criscione of $~~24,173~~0 at ~~October~~ January 31, ~~2023~~2024.

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

NOTE 5 – COMMITMENTS AND CONTINGENCIES

Legal

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.

Motion Picture Residual Payments

The Company is obligated to pay motion picture residual payments of 3.6% of gross licensing revenues collected by Mar Vista for residual earnings to the pension and health benefit plans on behalf of the actors that performed in the motion pictures. During the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, the Company had no motion picture residual payment obligations and has a balance owed of $0 as of ~~October~~January 31, ~~2023~~2024.

NOTE 6 – SUBSEQUENT EVENTS

There were no events subsequent to ~~October~~January 31, ~~2023~~2024, and up to the date of this filing that would require disclosure.

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.

Description of Business

Background.

Vitalcare was in the business of administering medical clinics specializing in diabetes treatment. It was the successor to Network Financial Services, Inc. (“Network”), which went public in an underwritten offering in 1987. Network was engaged in mortgage origination, and changed its name to Westmark Group Holdings (“Westmark”) in 1993 in connection with the acquisition of Westmark Mortgage from Primark Corporation. Westmark ceased operations at some time in 2006, and in 2006 ceased filing reports under the Securities Exchange Act of 1934. The corporate entity was thereafter known as Viking Consolidated, Inc. (2006), Tailor Aquaponics World Wide, Inc. (2007) and Diversified Acquisitions (2007) until it entered the medical clinic business in early 2008. The Company has no information regarding any business activities from 2006 after the mortgage origination business closed, to early 2008.

On October 25, 2011, Goliath Film and Media International, a Nevada corporation, entered into an Agreement and Plan of Reorganization (the “Exchange Agreement”), pursuant to which Goliath Film and Media International was acquired by China Advanced Technology. Prior to the acquisition, our principal operations consisted of internet marketing, and were conducted through a wholly owned subsidiary, Live Wise, Inc. Live Wise was disposed of on October 31, 2011 for cancellation of debt and shares described below. At the Closing Date, there were no assets or liabilities on China Advanced Technology’s balance sheets.

The transaction closed on October 31, 2011 (the “Closing Date”). On the Closing Date China Advanced Technology acquired Goliath Film and Media International by issuing 47,000,000 shares of its Common Stock, constituting 70.1% of the outstanding shares after giving effect to their issuance and the cancellation of 15,619,816 shares held by China Advanced Technology’s prior control person. Immediately following the Closing, 67,100,000 shares were issued and outstanding. On the Closing Date, the name of China Advanced Technology was changed to Goliath Film and Media Holdings. All share numbers herein have been adjusted for an eight-for-1 forward stock split affected as of the Closing Date. The forward stock split was reflected in the trading market on February 13, 2012.

Overview.

Goliath Film and Media Holdings, through its wholly-owned subsidiaries Goliath Film and Media International and Goliath Movie Partners 1, LLC (collectively, “Goliath” or the “Company”), develops, produces and licenses for distribution, domestically and internationally, quality digital content with an emphasis on “niche” markets of the feature motion picture and television content segments of the entertainment industry, such as, without limitation, education, faith-based, horror and socially responsible minority content. Goliath does not intend to engage in domestic theatrical distribution of motion pictures to any significant extent.

In qualified cases, Goliath will develop screenplays that will be outsourced to an independent entity for production, but will be licensed for distribution through the Company. Also, in certain cases Goliath will produce content that is tied to working with an established distributor that provides an advance or minimum guarantee for the production of a project that will be licensed by the participating distributor. Goliath plans to produce content and to distribute domestically and internationally, through a wide distribution network which includes major international theatrical exhibitors, and other distributors and television networks. We plan to utilize corporate sponsorships as a means of reducing the costs of advertising and marketing in distribution. Further, we may augment our marketing efforts with a limited and strategically focused advertising campaign in traditional “print” media with press releases targeted specifically toward standard entertainment industry trade journals and publications on an “as needed” basis as well as the inclusion of targeted “social media” campaigns.

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

Production Agreements.

On March 4, 2016, we signed a distribution agreement with Mar Vista Entertainment, LLC (“Mar Vista”) to distribute a feature length motion picture currently completed. Per the agreement, we received $125,000 in advance payments per an agreed delivery schedule for providing distribution rights on the motion picture “Bridal Bootcamp” a romantic comedy movie produced by Goliath for delivery to Mar Vista for distribution. Additionally, Mar Vista will receive 35% of the gross proceeds for a period of 25 years on the motion picture. As of October 31, 2016, the Company has received $125,000 of the advance payments. Bridal Boot Camp was completed in October 2016 resulting in the recognition of the advance payments as revenue of $125,000 in October 2016. Mar Vista is distributing this film. The Company had no revenue of $19,382 and $19,382 and $0 and $0, for the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023, respectively.

On September 18, 2015, we signed a distribution agreement with Mar Vista to distribute a feature length motion picture currently completed. Per the agreement, we received $125,000 in advance payments per an agreed delivery schedule for providing distribution rights on the motion picture “Merry Exes” retitled “Girlfriends of Christmas Past” a Christmas holiday movie produced by Goliath and delivered to Mar Vista. ~~for~~For distribution. Additionally, Mar Vista will receive 35% of the gross proceeds for a period of 25 years on the motion picture. As of October 31, 2016, we have received $125,000 of the advance payments. “Merry Exes” “Girlfriends of Christmas Past was completed June 6, 2016 resulting in the recognition of the advance payments as revenue of $125,000 in June 2016. Mar Vista distributed this movie to UPTV. The Company had no revenue of $28,292 and $28,292, and $0 and $0, for the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023, respectively.

On May 20, 2015, we signed a distribution agreement with Mar Vista to distribute a feature length motion picture currently completed by us and being licensed by Mar Vista. Per the agreement, we received $175,000 in advance payments per an agreed delivery schedule for providing distribution rights on the motion picture “Terror Birds” a science fiction movie produced by Goliath and delivered to Mar Vista. ~~for~~For distribution. Additionally, Mar Vista will receive 30% of the gross proceeds for a period of 25 years on the film. As of April 30, 2016, the Company had received $175,000 of the advance payments. Terror Birds was completed December 14, 2015 resulting in the recognition of the advance payments as revenue of $175,000 in February 2016. Mar Vista is continuing to distribute this film. The Company had no revenue for the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023, respectively

Questions and Answers

What is your business?

We develop, produce and distribute motion pictures and digital content. At this time, we do not intend to engage in theatrical releases of motion pictures, due to the high up- front costs of advertising and marketing theatrically. However, in some specific cases the company will consider theatrical releases based upon a “four wall”, limited release delivery that will be focused on targeted niche audiences.

What is the timeline for your activities during the next 12 months?

Over the next 90 days to one year, our efforts will be concentrated on developing and producing content with distributors for licensing by them of at least three projects.

What is this going to cost you?

We expect that producing the aforementioned content will cost approximately $150,000 per project, however licensing and distribution will be handled by an experienced distributor for a fee of anywhere from 30 – 35% and the costs of advertising and marketing will be handled by them and charged against gross distribution licensing proceeds.

Why are these motion pictures not being distributed already?

The motion pictures that are being produced by the Company and distributed by Mar Vista take anywhere from six to nine months from completion of production and delivery to obtain licensing agreements.

Generally, the main reason why good, quality motion pictures are not distributed is that the production of a motion picture requires money and creativity, and marketing a motion picture requires an entirely different set of skills. Many people dream of making a movie; few aspire to distribute them. We estimate that there are in excess of 10,000 such motion pictures “gathering dust.” There also have been and continue to be substantial tax incentives for motion picture production in many States and international Territories, so that many producers do not need to depend on successful marketing in order to find investors for their projects. A secondary factor is the difficulty of finding a reputable distributor. We think that our management has an excellent reputation in the industry and we will be able to obtain distribution rights for content. Finally, many distributors as well as buyers do not have an interest in niche market films, because they see the market as limited. Goliath sees the problem to be, rather, there is no market merely because no one has assembled a critical mass of films for these niches. Most participants in the motion picture industry are based in “Hollywood” and the major coastal metropolitan areas. As an example, our “faith-based” films especially are targeted toward the “Bible Belt” and the “Flyover Country”: places that the industry has consistently overlooked.

Why are you able to identify and acquire these motion pictures and educational videos?

After attending all the major content acquisition markets around the world over the last three years, our Staff has developed relationships with numerous quality filmmakers who need assistance in marketing and distributing their product. Goliath has also developed vital relationships with many of the major content buyers, distributors, networks and sales agents. Many of the filmmakers have requested the Company’s assistance in marketing and distributing their product. Goliath will continue to pursue the marketing and distribution of product that is demanded in the marketplace and desired by major aggregators, distributors, networks and studios.

So how are you different than Amazon, Netflix, and Hulu, to name a few? How can you compete with them? They have a lot of money and name recognition. Why wouldn’t they jump into your niches?

As a content provider we are not competing with these entities but rather are working on providing them with quality content. As an example, NETFLIX using its “streaming platform” has such a high demand for programming content, they are spending in excess of $17 billion this year for the acquisition of completed programming as well as for the development of original content by them. Therefore, as is mentioned, part of their resources are directed toward acquiring content and part is targeting “in-house” and joint venture productions of quality content. This content will be targeted to their subscription base on a domestic and international level.

There are a number of quality content producers that work with the major networks and content distributors, Goliath is moving toward becoming one of these content providers. We believe there exists significant opportunities for our company in that the demand for programming is increasing almost exponentially. Irrespective of the platform for viewing by the consumer/subscriber, the demand for quality content is continuing to expand. The upward trend is ongoing, which is where we see an opportunity for Goliath to provide product to reach many components of the overall market.

Don’t cable and satellite networks already offer specialty channels like TBN (for faith based) and BET (Black Entertainment Television (for the African-American Community)?

As mentioned above about NETFLIX, even though these channels maybe in niche markets they must expand the type, genre and format of the content that they are showing in order to remain viable, therefore the opportunity to assist them by providing quality programming is ongoing and expanding.

What other niches are you looking at entering?

We believe that there is an increasing and ongoing trend in home entertainment in servicing niches. Many viewers have cable or satellite service with hundreds of channels, but view only a few channels that cater to their particular interests. The significant type of niche we are targeting are the numerous immigrant groups in the United States. Other than Spanish speaking immigrants, coverage is scarce.

There are many interest groups that might be interested in specialty movies or programming. As an example, in Hawaii and Southern California, for instance, surfing is quite popular, and there exists a huge body of surfing films which would be of interest.

What about ancillary markets?

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

How do these distribution rights work?

We enter into a Distribution Agreement for each motion picture. Terms may be perpetual or limited by years. The motion pictures that we are acquiring will have a term of five years. We will generally obtain a fee of 20% to 30% of gross revenues. Licensing will be flexible for usage applications on a yearly or multi-year basis. Most markets, especially foreign territories have a tendency to continuously renew content licensing.

How many employees do you have? Do you have an office?

We have no employees. Our administrative office is in Carson City, Nevada.

Do you have a website?

Our website is www.goliathfilmandmediainternational.com. We have a mirror site at www.goliathfilmandmedia.com

Recent Accounting Pronouncements

We have evaluated new accounting pronouncements that have been issued and are not yet effective for us and determined that there are no such pronouncements expected to have an impact on our future financial statements.

Plan of Operations

We had a net income (loss) of $1038,~~764~~112 and $2116,~~581~~531, and $8(7,~~404~~297) and $25(32,~~460~~757) for the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023, respectively, and historical losses totaling $1,~~093~~055,~~785~~673 as of ~~October~~January 31, ~~2023~~2024. These factors create substantial doubt about the Company’s ability to continue as a going concern. The Company’s management plan to continue as a going concern revolves around its ability to execute its business strategy of digital content, as well as raising the necessary capital to pay ongoing general and administrative expenses of the Company.

Results of Operations

Three Months Ended ~~October~~January 31, ~~2023~~2024 Compared to Three Months Ended ~~October~~January 31, ~~2022~~2023

Film Production Revenue

During the three months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023, we had no revenues of $47,674 and $0, respectively.

Cost of Sales

During the three months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023, we had no cost of sales as revenues are based on residuals which have no costs.

Operating expenses

Operating expenses increased by $2,~~360~~265, or 2831.10%, to $109,~~764~~562 in the three months ended ~~October~~January 31, ~~2023~~2024 from $87,~~404~~297 in the three months ended ~~October~~ January 31, ~~2022~~2023 primarily due to an increase in consulting services of $41,~~500~~000, ~~offset~~professional ~~primarily by decreases in Professional~~ fees of $1,~~280~~439, ~~rent of $796,~~ and $6425 of other operating expenses, offset primarily by decreases in rent of $199.

Operating expenses for the three months ended ~~October~~January 31, ~~2023~~2024 were comprised primarily of consulting services of $4,~~500~~000, professional fees of $65,~~233~~477, and $3185 of other operating expenses.

Operating expenses for the three months ended ~~October~~January 31, ~~2022~~2023 were comprised primarily of professional fees of $74,~~513~~038, consulting costs of $3,000, rent of $~~796~~199, and $9560 of other operating expenses.

Net income (loss) before income taxes

Net income (loss) before income taxes for the three months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023 are primarily due to norevenues ~~revenue~~of $47,674 and $0, respectively, and consulting services and professional fees as described above.

~~Six~~Nine Months Ended ~~October~~January 31, ~~2023~~2024 Compared to ~~Six~~Nine Months Ended ~~October~~January 31, ~~2022~~2023

Film Production Revenue

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023, we had no revenues of $47,674 and $0, respectively.

Cost of Sales

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023, we had no cost of sales as revenues are based on residuals which have no costs.

Operating expenses

Operating expenses decreased by $31,~~879~~614, or 154.29%, to $2131,~~581~~143 in the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 from $2532,~~460~~757 in the ~~six~~nine months ended ~~October~~January 31, ~~2022~~2023 primarily due to decreases in professional fees of $65,~~555~~116, rent of $1,~~194~~393, and $~~130~~105 of other operating expenses, offset partially by an increase in consulting services of $45,000.

Operating expenses for the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 were comprised primarily of consulting services of $711,000, professional fees of $1419,~~515~~992, and $66151 of other operating expenses.

Operating expenses for the ~~six~~nine months ended ~~October~~January 31, ~~2022~~2023 were comprised primarily of professional fees of $2125,~~070~~108, office rent of $1,~~194~~393, ~~consulting~~ consulting services of $36,000, and $~~196~~256 of other operating expenses.

Net income (loss) before income taxes

Net income (loss) before income taxes for the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023 are primarily due to norevenues ~~revenue~~of $47,674 and $0, respectively, and consulting services and professional fees as described above.

Assets and Liabilities

Total assets were $87,~~082~~997 as of ~~October~~January 31, ~~2023~~2024 compared to $16,714 as of April 30, 2023, or a decrease of $8,~~632~~717, primarily the result of a decrease in cash of $8,~~632~~717. Total liabilities were $~~129~~91,~~869~~672 as of ~~October~~January 31, ~~2023~~2024 compared to $116,920 as of April 30, 2023, or ~~an increase~~a decrease of $1225,~~949~~248, primarily the result of ana ~~increase~~decrease in accounts payable – related party of $1325,~~035~~010 and a decrease in accounts ~~payable~~ payable and accrued expenses of $86238.

Liquidity and Capital Resources

General – Overall, we had a decrease in cash flows of $8,~~632~~717 in the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 resulting from cash used in operating activities of $154,~~632,~~917 ~~offset~~and ~~primarily by~~ cash ~~provided~~used byin financing activities of $73,~~000~~800.

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,
	Nine Months Ended January 31,
	2023			~~2022~~2023
Cash at beginning of period	$	9,214		$	198
Net cash used in operating activities		(154,~~632~~917	)		(4,~~302~~362	)
Net cash used in investing activities		—			—
Net cash provided by financing activities		7,000			4,250
Net cash used in financing activities		(3,800	)		4,250
Cash at end of period	$	~~582~~497		$	~~146~~86

Net cash used in operating activities was $154,~~632~~917 for the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 compared to net cash used in operations for the ~~six~~nine months ended ~~October~~January 31, ~~2022~~2023 of $4,~~302~~362. Cash used in operations for the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 consisted of a net ~~loss~~income of $2116,~~581~~531, ~~offset partially by~~ expenses paid on behalf of Company – related party of $1419,~~045~~674 and the change in accounts payable -related party of $840,~~010~~884 and accounts payable and accrued expenses of $86238. Cash used in operations for the ~~six~~ nine months ended ~~October~~January 31, ~~2022~~ 2023 consisted of a net loss of $2532,~~460~~757 and the change in accounts payable and accrued expenses of $24,~~667~~821, offset partially by expenses paid on behalf of Company – related party of $2333,~~825~~216.

Net cash provided by investing activities was $0 for the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023.

Net cash ~~provided~~used byin financing activities was $73,~~000~~800 for the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 consisting of repayments of advances from related parties of $14,950, offset partially by advances from related parties of $11,150. Net cash provided by financing activities was $4,250 for the ~~six~~nine months ended ~~October~~January 31, ~~2022~~2023 consisting of advances from a related party.

Our cash needs for the year ending April 30, ~~2024~~2025 are estimated to be $~~100~~200,000. This budget is based on the assumption that we will carry out one project at a time for which we will need about $50,000 in working capital; general and administrative expenses of $150,000 for the costs related to being public, and miscellaneous office expenses. We sold no shares during the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023. 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 ~~2023~~2025 fiscal year.

Information included in this report includes forward looking statements, which can be identified by the use of forward-looking terminology such as may, expect, anticipate, believe, estimate, or continue, or the negative thereof or other variations thereon or comparable terminology. The statements in “Risk Factors” and other statements and disclaimers in this report constitute cautionary statements identifying important factors, including risks and uncertainties, relating to the forward-looking statements that could cause actual results to differ materially from those reflected in the forward-looking statements.

Equity Financing

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023, the Company did not enter into any private placement memorandums.

During the ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023, the Company has not issued a total of 38,153,269 common shares (6,000,000 common shares due to a third party and 32,153,269 common shares due to related party affiliates). These shares are reflected the weighted-average shares outstanding but are not included in the 138,964,917 shares outstanding at ~~October~~January 31, ~~2023~~2024 and April 30, 2023, respectively.

Advances from related party

The Company borrows funds from the Company’s affiliates for working capital purposes from time to time. The Company has recorded ~~the~~ the principal balance due of $209,~~435~~635 and $13,435 under accounts payable - related party in the accompanying Balance Sheets at ~~October~~ January 31, 2024 ~~2023~~ and April 30, 2023, respectively. ~~During~~For the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024, respectively, the Company received advances of $04,000 and $26,500 from Mike Criscione, a$0 ~~Director~~and of$4,500 ~~the~~from ~~Company~~Kevin Frawley, and $~~4,500~~150 and $~~4,500~~150 from ~~Kevin~~C&R ~~Frawley~~Films, ~~an affiliate,~~ and for the three and nine ~~six~~ months ended ~~October~~January 31, ~~2022~~2023, respectively, the Company received advances of $0 and $3,750 from Mike Criscione, $0 and $0 ~~from Kevin Frawley~~ and $~~400 and $~~500 from ~~From~~ C&R Films,. aThe Company ~~controlled~~made byrepayments ~~Lamont~~to ~~Roberts,~~Mike ~~CEO and~~Criscione ~~acting CFO~~ of ~~the Company~~$14,950 ~~The~~and ~~Company~~$14,950 ~~made no repayments~~ for the three and ~~six~~nine months ended ~~October~~ January 31, ~~2023~~2024 and ~~2022~~2023, respectively.

Other

During the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023, the Company received no advances and made payments of $015,531 and $823,~~010, $0 and~~541 ~~$0, respectively,~~ to C&R Films for film production costs and reimbursement of various expenses. C&R Films paid expenses totaling $0 and $0, and $~~199~~796 and $~~597~~1,393 in the three and ~~six~~nine months ended ~~October~~January 31, ~~2023~~2024 and ~~2022~~2023, respectively, in operating expenses including rent, ~~filing~~ filing expenses, and accounting costs on behalf of the Company. C&R Films is controlled by Lamont Robert, CEO and acting CFO of the Company. The Company has a balance owed to C&R Films of $4226,~~037~~656 at ~~October~~January 31, ~~2023~~2024.

Motion Picture Residual Payments

The Company is obligated to pay motion picture residual payments of 3.6% of gross licensing revenues collected by Mar Vista for residual earnings to the pension and health benefit plans on behalf of the actors that performed in the motion pictures. During the three and six months ended October 31, 2023, the Company had no motion picture residual payment obligations and has a balance owed of $0 as of October 31, 2023.

Motion Picture Residual Payments

The Company is obligated to pay motion picture residual payments of 3.6% of gross licensing revenues collected by Mar Vista for residual earnings to the pension and health benefit plans on behalf of the actors that performed in the motion pictures. During the three and nine months ended January 31, 2024, the Company had no motion picture residual payment obligations and has a balance owed of $0 as of January 31, 2024.

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

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 our Chief Financial Officer, as appropriate, to allow for timely decisions regarding disclosure. As of the end of the period covered by this report (~~October~~January 31, ~~2023~~2024), 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 Annual Report on Form 10-K our disclosure controls and procedures were not 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.

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 annual 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 Annual Report.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting during the quarter ended ~~October~~January 31, ~~2023~~2024 that have materially affected or are reasonably likely to materially affect our internal controls.

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.

None.

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.

31.1	Certification of CEO and CFO.
32.1	Certification pursuant to 18 U.S.C. Section 1350 of CEO and CFO
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 15, 2023	By:	/s/ Lamont Roberts
Dated: March 18, 2024	By:	/s/ Lamont Roberts
		Lamont Roberts
		CEO, Director and acting Chief Financial Officer
Dated: December 15, 2023		/s/ Mike Criscione
Dated: March 18, 2024		/s/ Mike Criscione
		Mike Criscione
		Director

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